FULLY PAY AND PERFORM, IN ALL MATERIAL RESPECTS,
THEIR OBLIGATIONS UNDER ALL LEASES AND OTHER AGREEMENTS WITH RESPECT TO EACH
LEASED LOCATION OR PUBLIC WAREHOUSE WHERE ANY COLLATERAL IS OR MAY BE LOCATED.
2.7
CONDUCT OF BUSINESS.
EACH CREDIT PARTY
SHALL AT ALL TIMES MAINTAIN, PRESERVE AND PROTECT ITS ASSETS AND PROPERTIES
TAKEN AS A WHOLE THAT ARE MATERIAL 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 ALL CREDIT PARTIES
(OTHER THAN FOREIGN SUBSIDIARIES) SHALL TRANSACT BUSINESS ONLY IN SUCH CORPORATE
AND TRADE NAMES AS ARE SET FORTH IN SCHEDULE 2.7, UNLESS BORROWER SHALL HAVE
GIVEN AGENT NOT LESS THAN TWENTY (20) DAYS PRIOR WRITTEN NOTICE THEREOF.
26
2.8
FURTHER ASSURANCES.
(A)
EACH CREDIT PARTY SHALL, FROM TIME TO TIME,
EXECUTE SUCH GUARANTIES, FINANCING STATEMENTS, SECURITY AGREEMENTS AND OTHER
AGREEMENTS AS AGENT OR REQUISITE LENDERS AT ANY TIME MAY REASONABLY REQUEST IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, TO EVIDENCE, PERFECT OR OTHERWISE
IMPLEMENT THE GUARANTIES AND SECURITY FOR REPAYMENT OF THE OBLIGATIONS
CONTEMPLATED BY THE LOAN DOCUMENTS.
(B)
IN THE EVENT ANY CREDIT PARTY (OTHER THAN A
FOREIGN SUBSIDIARY) ACQUIRES A FEE SIMPLE INTEREST IN REAL PROPERTY AFTER THE
RESTATEMENT EFFECTIVE DATE IN EXCESS OF $1,000,000, SUCH CREDIT PARTY SHALL
PROMPTLY NOTIFY AGENT THEREOF AND, IF REQUESTED BY AGENT, SHALL DELIVER TO AGENT
A FULLY EXECUTED MORTGAGE OR DEED OF TRUST OVER SUCH REAL PROPERTY IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO AGENT, TOGETHER WITH SUCH TITLE INSURANCE
POLICIES, SURVEYS, APPRAISALS, EVIDENCE OF INSURANCE, LEGAL OPINIONS,
ENVIRONMENTAL ASSESSMENTS AND OTHER DOCUMENTS AND CERTIFICATES AS SHALL BE
REASONABLY REQUIRED BY AGENT.
(C)
EACH CREDIT PARTY SHALL (I) CAUSE EACH
PERSON, UPON ITS BECOMING A DOMESTIC SUBSIDIARY OF SUCH CREDIT PARTY (PROVIDED
THAT THIS SHALL NOT BE CONSTRUED TO CONSTITUTE CONSENT BY ANY OF THE LENDERS TO
ANY TRANSACTION REFERRED TO ABOVE WHICH IS NOT EXPRESSLY PERMITTED BY THE TERMS
OF THIS AGREEMENT), PROMPTLY TO GUARANTY THE OBLIGATIONS AND TO GRANT TO AGENT,
FOR THE BENEFIT OF AGENT AND LENDERS, A SECURITY INTEREST IN THE REAL, PERSONAL
AND MIXED PROPERTY OF SUCH PERSON TO SECURE THE OBLIGATIONS AND (II) PLEDGE, OR
CAUSE TO BE PLEDGED, TO AGENT, FOR THE BENEFIT OF AGENT AND LENDERS, ALL OF THE
STOCK OF SUCH SUBSIDIARY TO SECURE THE OBLIGATIONS; PROVIDED, HOWEVER, IN THE
CASE OF FOREIGN SUBSIDIARIES SUCH CREDIT PARTY SHALL, SUBJECT TO SECTION 2.9(B)
HEREOF, BE REQUIRED TO PLEDGE NOT MORE THAN 65% OF THE STOCK OF SUCH FOREIGN
SUBSIDIARY.
THE DOCUMENTATION FOR SUCH GUARANTY, SECURITY AND PLEDGE SHALL BE
SUBSTANTIALLY SIMILAR TO THE LOAN DOCUMENTS EXECUTED CONCURRENTLY HEREWITH WITH
SUCH MODIFICATIONS AS ARE REASONABLY REQUESTED BY AGENT AND REASONABLY
ACCEPTABLE TO BORROWER.
(D)
WITHOUT LIMITING THE GENERALITY OF
SUBSECTION 2.8(A) HEREOF, BORROWER HEREBY AGREES, AND AGREES