(INCLUDING, WITHOUT LIMITATION, FROM STOCK
HOLDERS OR CREDITORS OF THE BORROWER) IS REQUIRED FOR THE BORROWER TO ENTER INTO
AND PERFORM ITS OBLIGATIONS HEREUNDER, OTHER THAN CONSENTS ALREADY OBTAINED BY
THE BORROWER.
(I)
THE BORROWER SHALL AT ALL TIMES MAINTAIN
THE LIENS AND SECURITY INTEREST PROVIDED FOR HEREUNDER AS VALID AND PERFECTED
LIENS AND SECURITY INTERESTS IN THE COLLATERAL (SUBJECT TO PERMITTED LIENS) IN
FAVOR OF EACH OF THE SECURED PARTIES AND INSURE THAT SUCH LIENS AND SECURITY
INTERESTS ARE AND REMAIN SENIOR TO ALL NOT EXISTING AND HEREAFTER CREATED
SECURITY INTERESTS AND LIENS, OTHER THAN PERMITTED LIENS.
THE BORROWER SHALL
SAFEGUARD AND PROTECT ALL COLLATERAL.
THE BORROWER HEREBY AGREES TO DEFEND THE
SAME AGAINST ANY AND ALL PERSONS.
AT THE REQUEST OF THE AGENT AND/OR SECURED
PARTIES, THE BORROWER WILL SIGN AND DELIVER TO THE SECURED PARTIES AT ANY TIME
OR FROM TIME TO TIME ONE OR MORE FINANCING STATEMENTS PURSUANT TO THE UCC IN
FORM
6
REASONABLY SATISFACTORY TO THE SECURED PARTIES AND WILL PAY THE COST OF FILING
THE SAME IN ALL PUBLIC OFFICES WHEREVER FILING IS, OR IS DEEMED BY THE SECURED
PARTIES TO BE, NECESSARY TO EFFECT THE RIGHTS AND OBLIGATIONS PROVIDED FOR
HEREIN. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE BORROWER SHALL PAY
ALL FEES, TAXES AND OTHER AMOUNTS NECESSARY TO MAINTAIN THE SECURITY INTEREST
HEREUNDER, AND THE BORROWER SHALL OBTAIN AND FURNISH TO THE SECURED PARTIES FROM
TIME TO TIME, UPON DEMAND, SUCH RELEASES AND/OR SUBORDINATIONS OF CLAIMS AND
LIENS WHICH MAY BE REQUIRED TO MAINTAIN THE PRIORITY OF THE SECURITY INTEREST
HEREUNDER.
(J)
THE BORROWER WILL NOT ALLOW ANY MATERIAL
COLLATERAL TO BE ABANDONED, FORFEITED OR DEDICATED TO THE PUBLIC WITHOUT THE
PRIOR WRITTEN CONSENT OF THE SECURED PARTIES.
EXCEPT PURSUANT TO SECTION 13
HEREOF AND OTHER THAN PERMITTED TRANSFERS, THE BORROWER WILL NOT TRANSFER,
PLEDGE, HYPOTHECATE, ENCUMBER, LICENSE, SELL OR OTHERWISE DISPOSE OF ANY OF THE
COLLATERAL WITHOUT THE PRIOR WRITTEN CONSENT OF THE SECURED PARTIES.
(K)
THE BORROWER SHALL KEEP AND PRESERVE ITS
EQUIPMENT, INVENTORY AND OTHER TANGIBLE COLLATERAL IN GOOD CONDITION, REPAIR AND
ORDER, AND SHALL NOT KNOWINGLY OPERATE OR LOCATE ANY SUCH COLLATERAL (OR CAUSE
TO BE OPERATED OR LOCATED) IN ANY AREA EXCLUDED FROM INSURANCE COVERAGE, UNLESS,
IN EACH CASE, WHERE THE FAILURE TO COMPLY WITH THE FOREGOING PROVISIONS DOES NOT
RESULT IN AN ADVERSE EFFECT ON THE VALUE OF THE COLLATERAL OR ON THE SECURED
PARTIES' SECURITY INTEREST THEREIN.
(L)
THE BORROWER SHALL, WITHIN TEN (10) DAYS
OF OBTAINING KNOWLEDGE THEREOF, ADVISE THE AGENT, IN SUFFICIENT DETAIL, OF ANY
SUBSTANTIAL CHANGE IN THE COLLATERAL, AND OF THE OCCURRENCE OF ANY EVENT WHICH
WOULD HAVE A MATERIAL ADVERSE EFFECT ON THE VALUE OF THE COLLATERAL OR ON THE
SECURED PARTIES' SECURITY INTEREST THEREIN.
(M)
THE BORROWER SHALL PROMPTLY EXECUTE AND
DELIVER TO THE SECURED PARTY SUCH FURTHER DEEDS, MORTGAGES, ASSIGNMENTS,
SECURITY AGREEMENTS, FINANCING STATEMENTS OR OTHER INSTRUMENTS, DOCUMENTS,
CERTIFICATES AND ASSURANCES AND TAKE SUCH FURTHER ACTION AS NECESSARY TO
PERFECT, PROTECT OR ENFORCE ITS SECURITY