BORROWER'S STOCK BY CLAYTON W.
WILLIAMS JR., AND HIS AFFILIATES (SPECIFYING SUCH AFFILIATES BY NAME AND
PROVIDING THE NUMBER OF SHARES OWNED BY EACH).
(C)
TAXES AND OTHER LIENS.
BORROWER AND GUARANTOR WILL PAY AND
DISCHARGE PROMPTLY ALL TAXES, ASSESSMENTS AND GOVERNMENTAL CHARGES OR LEVIES
IMPOSED UPON BORROWER OR GUARANTOR OR UPON THE INCOME OR ANY ASSETS OR PROPERTY
OF BORROWER OR GUARANTOR OR ANY SUBSIDIARY AS WELL AS ALL CLAIMS OF ANY KIND
(INCLUDING CLAIMS FOR LABOR, MATERIALS, SUPPLIES AND RENT) WHICH, IF UNPAID,
MIGHT BECOME A LIEN OR OTHER ENCUMBRANCE UPON ANY OR ALL OF THE ASSETS OR
PROPERTY OF BORROWER OR GUARANTOR; PROVIDED, HOWEVER, THAT NEITHER BORROWER NOR
GUARANTOR SHALL BE REQUIRED TO PAY ANY SUCH TAX, ASSESSMENT, CHARGE, LEVY OR
CLAIM IF THE AMOUNT, APPLICABILITY OR VALIDITY THEREOF SHALL CURRENTLY BE
CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS DILIGENTLY CONDUCTED AND IF
BORROWER OR GUARANTOR SHALL HAVE SET UP ADEQUATE RESERVES THEREFOR, IF REQUIRED,
UNDER GAAP.
(D)
COMPLIANCE WITH LAWS.
BORROWER AND GUARANTOR WILL OBSERVE AND
COMPLY WITH ALL APPLICABLE LAWS, STATUTES, CODES, ACTS, ORDINANCES, ORDERS,
JUDGMENTS, DECREES, INJUNCTIONS, RULES, REGULATIONS, ORDERS AND RESTRICTIONS
RELATING TO ENVIRONMENTAL STANDARDS OR CONTROLS OR TO ENERGY REGULATIONS OF ALL
FEDERAL, STATE, COUNTY, MUNICIPAL AND OTHER GOVERNMENTS, DEPARTMENTS,
COMMISSIONS, BOARDS, AGENCIES, COURTS, AUTHORITIES, OFFICIALS AND OFFICERS,
DOMESTIC OR FOREIGN, WHERE THE VIOLATION OR FAILURE TO OBSERVE WOULD BE
REASONABLY EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(E)
FURTHER ASSURANCES.
BORROWER WILL CURE PROMPTLY ANY DEFECTS IN
THE CREATION AND ISSUANCE OF THE NOTES AND THE EXECUTION AND DELIVERY OF THE
NOTES AND THE SECURITY INSTRUMENTS, INCLUDING THIS AGREEMENT.
BORROWER AND
GUARANTOR AT THEIR SOLE EXPENSE WILL PROMPTLY EXECUTE AND DELIVER TO BANKS UPON
REQUEST ALL SUCH OTHER AND FURTHER DOCUMENTS, AGREEMENTS AND INSTRUMENTS IN
COMPLIANCE WITH OR ACCOMPLISHMENT OF THE COVENANTS AND AGREEMENTS IN THIS
AGREEMENT, OR TO CORRECT ANY OMISSIONS IN THE NOTES OR MORE FULLY TO STATE THE
OBLIGATIONS SET OUT HEREIN.
(F)
PERFORMANCE OF OBLIGATIONS.
BORROWER AGREES TO PAY THE NOTES AND
OTHER OBLIGATIONS INCURRED BY IT HEREUNDER ACCORDING TO THE READING, TENOR AND
EFFECT THEREOF AND HEREOF; AND BORROWER AND GUARANTOR WILL DO AND PERFORM EVERY
ACT AND DISCHARGE ALL OF THE OBLIGATIONS PROVIDED TO BE PERFORMED AND DISCHARGED
BY BORROWER OR GUARANTOR UNDER THE SECURITY INSTRUMENTS, INCLUDING THIS
AGREEMENT, AT THE TIME OR TIMES AND IN THE MANNER SPECIFIED.
(G)
INSURANCE.
BORROWER AND GUARANTOR NOW MAINTAIN AND WILL CONTINUE
TO MAINTAIN INSURANCE WITH FINANCIALLY SOUND AND REPUTABLE INSURERS WITH RESPECT
TO ITS ASSETS AGAINST SUCH LIABILITIES, FIRES, CASUALTIES, RISKS AND
CONTINGENCIES AND IN SUCH TYPES AND AMOUNTS AS IS CUSTOMARY IN THE CASE OF
PERSONS ENGAGED IN THE SAME OR SIMILAR BUSINESSES
-31-
AND SIMILARLY SITUATED.
UPON REQUEST OF THE AGENT, BORROWER WILL FURNISH OR
CAUSE TO BE FURNISHED TO THE AGENT FROM TIME TO TIME A SUMMARY OF THE RESPECTIVE
INSURANCE COVERAGE OF BORROWER AND GUARANTOR IN FORM AND SUBSTANCE SATISFACTORY
TO THE AGENT, AND, IF REQUESTED, WILL FURNISH THE AGENT COPIES OF