member of their families, either individually or for all such
persons in the aggregate, or pay any such increase from any source other than
profits earned in the year of payment.
Section 6.9
Grant of Security Interest Upon Request. Borrower
acknowledges and agrees that upon request by the Lender, it shall cause its
wholly-owned subsidiary, Manufacturing Assembly Solutions of Monterrey, Inc., a
Mexican corporation, to grant the Lender a security interest in all of its
assets and execute any and all documents necessary to evidence and perfect the
same.
Section 6.10
Books and Records; Inspection and Examination.
(A)
THE BORROWER WILL, AND WILL CAUSE EACH OF ITS SUBSIDIARIES TO,
KEEP ACCURATE BOOKS OF RECORD AND ACCOUNT FOR ITSELF PERTAINING TO THE
COLLATERAL AND PERTAINING TO THE BUSINESS AND FINANCIAL CONDITION AND SUCH OTHER
MATTERS AS THE LENDER MAY FROM TIME TO TIME REQUEST IN WHICH TRUE AND COMPLETE
ENTRIES WILL BE MADE IN ACCORDANCE WITH GAAP AND, UPON THE LENDER'S REQUEST,
WILL PERMIT ANY OFFICER, EMPLOYEE, ATTORNEY OR ACCOUNTANT FOR THE LENDER TO
AUDIT, REVIEW, MAKE EXTRACTS FROM OR COPY ANY AND ALL SUCH COMPANY AND FINANCIAL
BOOKS AND RECORDS AT ALL TIMES DURING ORDINARY BUSINESS HOURS, TO SEND AND
DISCUSS WITH ACCOUNT DEBTORS AND OTHER OBLIGORS REQUESTS FOR VERIFICATION OF
AMOUNTS OWED TO THE BORROWER OR ANY SUBSIDIARY, AND TO DISCUSS THE BORROWER'S
AND ANY SUBSIDIARY'S AFFAIRS WITH ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES OR
AGENTS.
(B)
THE BORROWER HEREBY IRREVOCABLY AUTHORIZES ALL ACCOUNTANTS AND
THIRD PARTIES TO DISCLOSE AND DELIVER TO LENDER, AT THE BORROWER'S EXPENSE, ALL
FINANCIAL INFORMATION, BOOKS AND RECORDS, WORK PAPERS, MANAGEMENT REPORTS AND
OTHER INFORMATION IN THEIR POSSESSION REGARDING THE BORROWER OR ANY SUBSIDIARY.
(C)
THE BORROWER WILL PERMIT THE LENDER, OR ITS EMPLOYEES,
ACCOUNTANTS, ATTORNEYS OR AGENTS, TO EXAMINE AND INSPECT ANY COLLATERAL OR ANY
OTHER PROPERTY OF THE BORROWER OR ANY SUBSIDIARY AT ANY TIME DURING ORDINARY
BUSINESS HOURS.
(D)
LENDER MAY OBTAIN AT BORROWER'S EXPENSE, AN APPRAISAL OR
APPRAISALS OF THE COLLATERAL AND/OR MORTGAGED PROPERTY BY AN APPRAISER
ACCEPTABLE TO THE LENDER IN ITS SOLE DISCRETION.
Section 6.11
Account Verification. The Lender may at any time and from
time to time send or require the Borrower to send requests for verification of
accounts or notices of assignment to account debtors and other obligors. The
Lender may also at any time and from time to time telephone account debtors and
other obligors to verify accounts.
Section 6.12
Compliance with Laws.
(A)
THE BORROWER WILL (I) COMPLY WITH THE REQUIREMENTS OF APPLICABLE
LAWS AND REGULATIONS, THE NON-COMPLIANCE WITH WHICH WOULD MATERIALLY AND
ADVERSELY AFFECT ITS BUSINESS OR ITS FINANCIAL CONDITION AND (II) USE AND KEEP
THE COLLATERAL, AND REQUIRE THAT
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OTHERS USE AND KEEP THE COLLATERAL, ONLY FOR LAWFUL PURPOSES, WITHOUT VIOLATION
OF ANY FEDERAL, STATE OR LOCAL LAW, STATUTE OR ORDINANCE.
(B)
WITHOUT LIMITING THE FOREGOING UNDERTAKINGS, THE BORROWER
SPECIFICALLY AGREES THAT IT WILL COMPLY WITH ALL APPLICABLE ENVIRONMENTAL LAWS
AND OBTAIN AND COMPLY WITH ALL PERMITS, LICENSES AND SIMILAR