BORROWERS SHALL FURNISH AGENT WITH AN INDEMNITY THEREFOR (OR SUPPLY AGENT WITH
EVIDENCE SATISFACTORY TO AGENT THAT DUE PROVISION FOR THE PAYMENT THEREOF HAS
BEEN MADE), AGENT MAY HOLD WITHOUT INTEREST ANY BALANCE STANDING TO BORROWERS'
CREDIT AND AGENT SHALL RETAIN ITS SECURITY INTEREST IN AND LIEN ON ANY AND ALL
COLLATERAL HELD BY AGENT.
4.14.
PAYMENT OF LEASEHOLD OBLIGATIONS.
EACH BORROWER SHALL AT ALL TIMES
PAY, WHEN AND AS DUE, ITS RENTAL OBLIGATIONS UNDER ALL LEASES UNDER WHICH IT IS
A TENANT, AND SHALL OTHERWISE COMPLY, IN ALL MATERIAL RESPECTS, WITH ALL OTHER
TERMS OF SUCH LEASES AND KEEP THEM IN FULL FORCE AND EFFECT AND, AT AGENT'S
REQUEST WILL PROVIDE EVIDENCE OF HAVING DONE SO.
4.15.
RECEIVABLES.
(A)
NATURE OF RECEIVABLES.
EACH OF THE RECEIVABLES SHALL BE A BONA
FIDE AND VALID ACCOUNT REPRESENTING A BONA FIDE INDEBTEDNESS INCURRED BY THE
CUSTOMER THEREIN NAMED, FOR A FIXED SUM AS SET FORTH IN THE INVOICE RELATING
THERETO (PROVIDED IMMATERIAL OR UNINTENTIONAL INVOICE ERRORS SHALL NOT BE DEEMED
TO BE A BREACH HEREOF) WITH RESPECT TO AN ABSOLUTE SALE OR LEASE AND DELIVERY OF
GOODS UPON STATED TERMS OF A BORROWER, OR WORK, LABOR OR SERVICES THERETOFORE
RENDERED BY A BORROWER AS OF THE DATE EACH RECEIVABLE IS CREATED.
SAME SHALL BE
DUE AND OWING IN ACCORDANCE WITH THE APPLICABLE BORROWER'S STANDARD TERMS OF
SALE WITHOUT DISPUTE, SETOFF OR COUNTERCLAIM EXCEPT AS MAY BE STATED ON THE
ACCOUNTS RECEIVABLE SCHEDULES DELIVERED BY BORROWERS TO AGENT.
(B)
SOLVENCY OF CUSTOMERS.
EACH CUSTOMER, TO THE BEST OF EACH
BORROWER'S KNOWLEDGE, AS OF THE DATE EACH RECEIVABLE IS CREATED, IS AND WILL BE
SOLVENT AND ABLE TO PAY ALL RECEIVABLES ON WHICH THE CUSTOMER IS OBLIGATED IN
FULL WHEN DUE OR WITH RESPECT TO SUCH CUSTOMERS OF ANY BORROWER WHO ARE NOT
SOLVENT SUCH BORROWER HAS SET UP ON ITS BOOKS AND IN ITS FINANCIAL RECORDS BAD
DEBT RESERVES ADEQUATE TO COVER SUCH RECEIVABLES.
51
(C)
LOCATION OF BORROWERS.
EACH BORROWER'S CHIEF EXECUTIVE OFFICE IS
LOCATED AT 120 NORTH PARKWAY, P.O. BOX 1800, PEKIN, ILLINOIS 61555-1800.
UNTIL
WRITTEN NOTICE IS GIVEN TO AGENT BY BORROWING AGENT OF ANY OTHER OFFICE AT WHICH
ANY BORROWER KEEPS ITS RECORDS PERTAINING TO RECEIVABLES, ALL SUCH RECORDS SHALL
BE KEPT AT SUCH EXECUTIVE OFFICE.
(D)
COLLECTION OF RECEIVABLES.
BORROWERS SHALL INSTRUCT THEIR
CUSTOMERS TO DELIVER ALL REMITTANCES UPON RECEIVABLES TO SUCH LOCKBOX ACCOUNT OR
BLOCKED ACCOUNT AS AGENT SHALL DESIGNATE FROM TIME TO TIME AS CONTEMPLATED BY
SECTION 4.15(H) OR AS OTHERWISE AGREED TO FROM TIME TO TIME BY AGENT.
NOTWITHSTANDING THE FOREGOING, TO THE EXTENT ANY BORROWER DIRECTLY RECEIVES ANY
REMITTANCES UPON RECEIVABLES, SUCH BORROWER WILL, AT SUCH BORROWER'S SOLE COST
AND EXPENSE, BUT ON AGENT'S BEHALF AND FOR AGENT'S ACCOUNT, COLLECT AS AGENT'S
PROPERTY AND IN TRUST FOR AGENT ALL AMOUNTS RECEIVED ON RECEIVABLES, AND SHALL
NOT COMMINGLE SUCH COLLECTIONS WITH ANY BORROWER'S FUNDS WHICH ARE NOT ALSO
COLLATERAL HEREUNDER OR USE THE SAME EXCEPT TO PAY OBLIGATIONS.
EACH BORROWER
SHALL DEPOSIT IN THE