BY GRANTOR OF THE SECURITY INTEREST GRANTED HEREBY
OR FOR THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS SECURITY AGREEMENT BY
GRANTOR; OR
(B)
FOR THE FILING REQUIRED FOR PERFECTION OF OR THE EXERCISE BY AGENT
OF ITS RIGHTS AND REMEDIES HEREUNDER.
SECTION 3.1.7.
COMPLIANCE WITH LAWS.
GRANTOR IS IN COMPLIANCE WITH THE
REQUIREMENTS OF ALL APPLICABLE LAWS (INCLUDING, WITHOUT LIMITATION, THE
PROVISIONS OF THE FAIR LABOR STANDARDS ACT), RULES, REGULATIONS AND ORDERS OF
EVERY GOVERNMENTAL AUTHORITY, THE NON-COMPLIANCE WITH WHICH MIGHT MATERIALLY
ADVERSELY AFFECT THE BUSINESS, PROPERTIES, ASSETS, OPERATIONS, CONDITION
(FINANCIAL OR OTHERWISE) OR PROSPECTS OF GRANTOR OR THE VALUE OF THE COLLATERAL
OR THE WORTH OF THE COLLATERAL AS COLLATERAL SECURITY.
SECTION 3.1.8.
TAXES.
ALL TAXES, ASSESSMENTS AND OTHER CHARGES LEVIED AGAINST
THE COLLATERAL HAVE BEEN PAID IN FULL, OTHER THAN TAXES, ASSESSMENTS AND CHARGES
NOT YET DUE AND PAYABLE.
SECTION 3.1.9.
ACCURACY OF INFORMATION.
THE EXACT LEGAL NAME, SOCIAL SECURITY
NUMBER (IF APPLICABLE), TAX IDENTIFICATION NUMBER, EMPLOYEE IDENTIFICATION
NUMBER AND ORGANIZATION NUMBER OF GRANTOR IS CORRECTLY SHOWN IN THE FIRST
PARAGRAPH HEREOF.
ARTICLE IV
COVENANTS
SECTION 4.1.
CERTAIN COVENANTS.
GRANTOR COVENANTS AND AGREES THAT, SO LONG AS
ANY PORTION OF THE SECURED INDEBTEDNESS SHALL REMAIN UNPAID, AND UNTIL THE
TERMINATION OF THE COMMITMENTS, GRANTOR WILL, UNLESS THE REQUIRED BANKS UNDER
THE CREDIT AGREEMENT SHALL OTHERWISE CONSENT IN WRITING, PERFORM THE OBLIGATIONS
SET FORTH IN THIS SECTION.
SECTION 4.1.1.
INTENTIONALLY OMITTED
SECTION 4.1.2.
AS TO RECEIVABLES.
GRANTOR SHALL KEEP ITS PLACE(S) OF BUSINESS
AND CHIEF EXECUTIVE OFFICE AND THE OFFICE(S) WHERE IT KEEPS ITS RECORDS
CONCERNING THE RECEIVABLES, AND ALL ORIGINALS OF ALL CHATTEL PAPER WHICH
EVIDENCE RECEIVABLES, LOCATED AT THE ADDRESSES SET FORTH IN ITEM C OF SCHEDULE I
HERETO, OR, UPON 30 DAYS' PRIOR WRITTEN NOTICE TO AGENT AT SUCH OTHER LOCATIONS
IN A JURISDICTION WHERE ALL ACTIONS REQUIRED BY THE FIRST SENTENCE OF SECTION
4.1.7 SHALL HAVE BEEN TAKEN WITH RESPECT TO THE RECEIVABLES; NOT CHANGE ITS NAME
EXCEPT UPON 30 DAYS' PRIOR WRITTEN NOTICE TO AGENT; HOLD AND PRESERVE
6
such records and chattel paper; and permit representatives of Agent, at any time
during normal business hours to inspect and make abstracts from such records and
chattel paper.
SECTION 4.1.3.
AS TO ALL COLLATERAL.
(A)
GRANTOR SHALL NOT PERMIT THE OWNERSHIP OF ANY OF THE COLLATERAL,
OR ANY LEGAL OR EQUITABLE INTEREST THEREIN, TO BECOME VESTED IN ANY OTHER PERSON
OR ENTITY UNLESS OTHERWISE PERMITTED UNDER OR PURSUANT TO THE TERMS OF THE
CREDIT AGREEMENT; PROVIDED, HOWEVER, UNTIL SUCH TIME AS AGENT SHALL NOTIFY
GRANTOR OF THE REVOCATION OF SUCH POWER AND AUTHORITY GRANTOR (I) WILL, AT ITS
OWN EXPENSE, ENDEAVOR TO COLLECT, AS AND WHEN DUE, ALL AMOUNTS DUE WITH RESPECT
TO ANY OF THE COLLATERAL, INCLUDING THE TAKING OF SUCH ACTION WITH RESPECT TO
SUCH COLLECTION AS AGENT MAY REASONABLY REQUEST OR, IN THE ABSENCE OF SUCH
REQUEST, AS GRANTOR MAY DEEM ADVISABLE, AND (II) MAY GRANT, IN THE ORDINARY
COURSE OF BUSINESS, TO ANY PARTY OBLIGATED ON ANY OF THE COLLATERAL,