VIOLATION OR DEFAULT UNDER ANY PLEDGED
COLLATERAL AGREEMENT BY DEBTOR OR THE OTHER PARTIES THERETO. DEBTOR HAS NOT
KNOWINGLY WAIVED OR RELEASED
5
ANY OF ITS RIGHTS UNDER OR OTHERWISE CONSENTED TO A DEPARTURE FROM THE TERMS AND
PROVISIONS OF ANY PLEDGED COLLATERAL AGREEMENT.
(K)
DEBTOR IS NOT AND WILL NOT BECOME A LESSEE UNDER ANY REAL PROPERTY
LEASE OR PARTY TO ANY OTHER AGREEMENT GOVERNING THE LOCATION OF COLLATERAL AT
THE PREMISES OF ANOTHER PERSON PURSUANT TO WHICH THE LESSOR OR SUCH OTHER PERSON
MAY OBTAIN ANY RIGHTS IN ANY OF THE COLLATERAL EXCEPT AS DISCLOSED IN WRITING TO
SECURED PARTY, AND NO SUCH LEASE OR OTHER SUCH AGREEMENT NOW PROHIBITS,
RESTRAINS, IMPAIRS OR WILL PROHIBIT, RESTRAIN OR IMPAIR DEBTOR'S RIGHT TO REMOVE
ANY COLLATERAL FROM THE PREMISES AT WHICH SUCH COLLATERAL IS SITUATED, EXCEPT
FOR THE USUAL AND CUSTOMARY RESTRICTIONS CONTAINED IN SUCH LEASES OF REAL
PROPERTY, AND SUCH OTHER AGREEMENTS.
Section 5.
Covenants. So long as any of the Obligations remain unsatisfied,
Debtor agrees that:
(A)
DEBTOR SHALL APPEAR IN AND DEFEND ANY ACTION, SUIT OR PROCEEDING
WHICH MAY AFFECT ITS TITLE TO, OR RIGHT OR INTEREST IN, SECURED PARTY'S RIGHT OR
INTEREST IN, THE COLLATERAL, AND SHALL DO AND PERFORM ALL REASONABLE ACTS THAT
MAY BE NECESSARY AND APPROPRIATE TO MAINTAIN, PRESERVE AND PROTECT THE
COLLATERAL.
(B)
DEBTOR SHALL COMPLY WITH ALL LAWS, REGULATIONS AND ORDINANCES, AND
ALL POLICIES OF INSURANCE, RELATING TO THE POSSESSION, OPERATION, MAINTENANCE
AND CONTROL OF THE COLLATERAL.
(C)
DEBTOR SHALL GIVE PROMPT WRITTEN NOTICE TO SECURED PARTY (AND IN
ANY EVENT NOT LATER THAN TEN (10) DAYS PRIOR TO ANY CHANGE DESCRIBED BELOW IN
THIS SUBSECTION) OF:
(I) ANY CHANGE IN THE LOCATION OF DEBTOR'S CHIEF EXECUTIVE
OFFICE OR PRINCIPAL PLACE OF BUSINESS; (II) ANY CHANGE IN THE LOCATIONS SET
FORTH IN SCHEDULE 1; (III) ANY CHANGE IN ITS NAME; (IV) ANY CHANGES IN ITS
IDENTITY OR STRUCTURE IN ANY MANNER WHICH MIGHT MAKE ANY FINANCING STATEMENT
FILED HEREUNDER INCORRECT OR MISLEADING; AND (V) ANY CHANGE IN ITS JURISDICTION
OF ORGANIZATION; PROVIDED THAT DEBTOR SHALL NOT LOCATE ANY COLLATERAL OUTSIDE OF
THE UNITED STATES NOR SHALL DEBTOR CHANGE ITS JURISDICTION OF ORGANIZATION TO A
JURISDICTION OUTSIDE OF THE UNITED STATES.
(D)
DEBTOR SHALL CARRY AND MAINTAIN IN FULL FORCE AND EFFECT, AT ITS
OWN EXPENSE AND WITH FINANCIALLY SOUND AND REPUTABLE INSURANCE COMPANIES (NOT
AFFILIATES OF DEBTOR), INSURANCE WITH RESPECT TO THE COLLATERAL IN SUCH AMOUNTS,
WITH SUCH DEDUCTIBLES AND COVERING SUCH RISKS AS IS CUSTOMARILY CARRIED IN
ACCORDANCE WITH SOUND BUSINESS PRACTICE BY COMPANIES ENGAGED IN THE SAME OR
SIMILAR BUSINESSES AND OWNING SIMILAR PROPERTIES IN THE LOCALITIES WHERE DEBTOR
OPERATES, AND IN ANY EVENT IN AMOUNT, ADEQUACY AND SCOPE SATISFACTORY TO THE
BOARD OF DIRECTORS OF DEBTOR. INSURANCE ON THE COLLATERAL SHALL NAME THE SECURED
PARTY AS ADDITIONAL INSURED AND AS LOSS PAYEE. UPON THE REQUEST OF SECURED
PARTY, DEBTOR SHALL FURNISH SECURED PARTY FROM TIME TO TIME WITH FULL
INFORMATION AS TO THE INSURANCE CARRIED BY IT