THE LESSOR OF EACH
LEASED PROPERTY, MORTGAGEE OF OWNED PROPERTY, BAILEE OR PROCESSOR WITH RESPECT
TO ANY WAREHOUSE, PROCESSOR OR CONVERTER FACILITY OR OTHER LOCATION WHERE
COLLATERAL (IN EACH CASE WHERE COLLATERAL WITH A FAIR MARKET VALUE OF GREATER
THAN $50,000 IS LOCATED) IS STORED OR LOCATED, WHICH AGREEMENT OR LETTER SHALL
CONTAIN A WAIVER OR SUBORDINATION OF ALL LIENS OR CLAIMS THAT THE LANDLORD,
MORTGAGEE, BAILEE OR PROCESSOR MAY ASSERT AGAINST THE COLLATERAL AT THAT
LOCATION, AND SHALL OTHERWISE BE REASONABLY SATISFACTORY IN FORM AND SUBSTANCE
TO AGENT.
WITH RESPECT TO SUCH LOCATIONS OR WAREHOUSE SPACE LEASED OR OWNED AS
OF THE CLOSING DATE AND THEREAFTER, IF AGENT HAS NOT RECEIVED A LANDLORD OR
MORTGAGEE AGREEMENT OR BAILEE OR PROCESSOR LETTER AS OF THE CLOSING DATE (OR, IF
LATER, AS OF THE DATE SUCH LOCATION IS ACQUIRED OR LEASED), THE ELIGIBLE
INVENTORY, ELIGIBLE PROCESSOR INVENTORY, ELIGIBLE RETURNED INVENTORY OR ELIGIBLE
REMNANT INVENTORY AT THAT LOCATION SHALL, IN AGENT'S DISCRETION, BE SUBJECT TO
SUCH RESERVES AS MAY BE ESTABLISHED BY AGENT IN ITS REASONABLE CREDIT JUDGMENT.
AFTER THE CLOSING DATE, NO REAL PROPERTY OR WAREHOUSE SPACE SHALL BE LEASED BY
ANY CREDIT PARTY OR ITS SUBSIDIARY, NO INVENTORY SHALL BE SHIPPED TO A PROCESSOR
OR CONVERTER UNDER ARRANGEMENTS ESTABLISHED AFTER THE CLOSING DATE AND NO
ELIGIBLE EQUIPMENT SHALL BE TRANSFERRED TO A LOCATION DIFFERENT FROM THOSE
INDICATED IN ATTACHMENT A TO SCHEDULE 1 TO EXHIBIT 4.2(D) UNLESS AND UNTIL
(I) SUCH OTHER LOCATIONS ARE DESCRIBED IN WRITING TO THE AGENT IN ADVANCE OF
LEASE, SHIPMENT OR TRANSFER, (II) A SATISFACTORY LANDLORD AGREEMENT OR BAILEE
LETTER, AS APPROPRIATE, SHALL FIRST HAVE BEEN OBTAINED WITH RESPECT TO SUCH
LOCATION, AND (III) IN THE CASE OF ELIGIBLE EQUIPMENT, SUCH ELIGIBLE EQUIPMENT
IS SEGREGATED OR OTHERWISE SEPARATELY IDENTIFIABLE FROM GOODS OF OTHER PERSONS,
IF ANY, STORED ON THE PREMISES (UNLESS, IN EACH CASE, THE FAIR MARKET VALUE OF
SUCH ELIGIBLE EQUIPMENT AND OTHER COLLATERAL AT SUCH LOCATION IS LESS THAN
$50,000).
EACH CREDIT PARTY SHALL AND SHALL CAUSE ITS SUBSIDIARIES TO TIMELY
AND FULLY PAY AND PERFORM THEIR OBLIGATIONS IN ALL MATERIAL RESPECTS UNDER ALL
LEASES AND OTHER AGREEMENTS WITH RESPECT TO EACH LEASED LOCATION OR PUBLIC
WAREHOUSE WHERE ANY COLLATERAL WITH A FAIR MARKET VALUE IN EXCESS OF $50,000 IS
OR MAY BE LOCATED.
2.7
CONDUCT OF BUSINESS.
EACH CREDIT PARTY
SHALL AT ALL TIMES MAINTAIN, PRESERVE AND PROTECT ALL OF ITS MATERIAL ASSETS AND
PROPERTIES USED OR USEFUL IN THE CONDUCT OF ITS BUSINESS, AND KEEP THE SAME IN
GOOD REPAIR, WORKING ORDER AND CONDITION IN ALL MATERIAL RESPECTS (TAKING INTO
CONSIDERATION ORDINARY WEAR AND TEAR) AND FROM TIME TO TIME MAKE, OR CAUSE TO BE
MADE, ALL NECESSARY OR APPROPRIATE REPAIRS, REPLACEMENTS AND IMPROVEMENTS
THERETO CONSISTENT WITH INDUSTRY PRACTICES; AND TRANSACT BUSINESS ONLY IN SUCH
CORPORATE AND TRADE NAMES AS ARE SET FORTH IN SCHEDULE 2.7 UNLESS SUCH CREDIT
PARTY HAS GIVEN AGENT 15 DAYS PRIOR WRITTEN NOTICE OF ANY ADDITIONAL OR CHANGED
CORPORATE OR TRADE NAME.
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2.8
MERGER