THAT ARE NOW IN EXISTENCE.
(H)
THE EXECUTION, DELIVERY AND PERFORMANCE OF
THIS AGREEMENT DOES NOT CONFLICT WITH OR CAUSE A BREACH OR DEFAULT, OR AN EVENT
THAT WITH OR WITHOUT THE PASSAGE OF TIME OR NOTICE, SHALL CONSTITUTE A BREACH OR
DEFAULT, UNDER ANY AGREEMENT TO WHICH THE BORROWER IS A PARTY
4
or by which the Borrower is bound.
No consent (including, without limitation,
from stock holders or creditors of the Borrower) is required for the Borrower to
enter into and perform its obligations hereunder, other than consents already
obtained by the Borrower.
(I)
THE BORROWER SHALL AT ALL TIMES MAINTAIN
THE LIENS AND SECURITY INTEREST PROVIDED FOR HEREUNDER AS VALID AND PERFECTED
FIRST PRIORITY LIENS AND SECURITY INTERESTS IN THE COLLATERAL (SUBJECT TO
PERMITTED LIENS) IN FAVOR OF EACH OF THE SECURED PARTIES AND INSURE THAT SUCH
LIENS AND SECURITY INTERESTS ARE AND REMAIN SENIOR TO ALL NOT EXISTING AND
HEREAFTER CREATED SECURITY INTERESTS AND LIENS.
THE BORROWER HEREBY AGREES TO
DEFEND THE SAME AGAINST ANY AND ALL PERSONS.
THE BORROWER SHALL SAFEGUARD AND
PROTECT ALL COLLATERAL.
AT THE REQUEST OF THE AGENT AND/OR SECURED PARTIES, THE
BORROWER WILL SIGN AND DELIVER TO THE SECURED PARTIES AT ANY TIME OR FROM TIME
TO TIME ONE OR MORE FINANCING STATEMENTS PURSUANT TO THE UCC IN FORM REASONABLY
SATISFACTORY TO THE SECURED PARTIES AND WILL PAY THE COST OF FILING THE SAME IN
ALL PUBLIC OFFICES WHEREVER FILING IS, OR IS DEEMED BY THE SECURED PARTIES TO
BE, NECESSARY TO EFFECT THE RIGHTS AND OBLIGATIONS PROVIDED FOR HEREIN. WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, THE BORROWER SHALL PAY ALL FEES, TAXES
AND OTHER AMOUNTS NECESSARY TO MAINTAIN THE SECURITY INTEREST HEREUNDER, AND THE
BORROWER SHALL OBTAIN AND FURNISH TO THE SECURED PARTIES FROM TIME TO TIME, UPON
DEMAND, SUCH RELEASES AND/OR SUBORDINATIONS OF CLAIMS AND LIENS WHICH MAY BE
REQUIRED TO MAINTAIN THE PRIORITY OF THE SECURITY INTEREST HEREUNDER.
(J)
THE BORROWER WILL NOT ALLOW ANY MATERIAL
COLLATERAL TO BE ABANDONED, FORFEITED OR DEDICATED TO THE PUBLIC WITHOUT THE
PRIOR WRITTEN CONSENT OF THE SECURED PARTIES.
EXCEPT PURSUANT TO SECTION 13
HEREOF AND OTHER THAN PERMITTED TRANSFERS, THE BORROWER WILL NOT TRANSFER,
PLEDGE, HYPOTHECATE, ENCUMBER, LICENSE, SELL OR OTHERWISE DISPOSE OF ANY OF THE
COLLATERAL WITHOUT THE PRIOR WRITTEN CONSENT OF THE SECURED PARTIES.
(K)
THE BORROWER SHALL, WITHIN TEN (10) DAYS OF
OBTAINING KNOWLEDGE THEREOF, ADVISE THE AGENT, IN SUFFICIENT DETAIL, OF ANY
SUBSTANTIAL CHANGE IN THE COLLATERAL, AND OF THE OCCURRENCE OF ANY EVENT WHICH
WOULD HAVE A MATERIAL ADVERSE EFFECT ON THE VALUE OF THE COLLATERAL OR ON THE
SECURED PARTIES' SECURITY INTEREST THEREIN.
(L)
THE BORROWER SHALL PERMIT THE SECURED
PARTIES AND ITS REPRESENTATIVES AND AGENTS UPON PRIOR WRITTEN CONSENT AND AT THE
EXPENSE OF THE SECURED PARTIES TO INSPECT THE COLLATERAL AT ANY TIME DURING
NORMAL BUSINESS HOURS, AND TO MAKE COPIES OF RECORDS PERTAINING TO ANY MATERIAL
ITEM OF COLLATERAL AS MAY BE REASONABLY REQUESTED BY THE SECURED PARTIES FROM
TIME