SHALL BEAR THE
RISK OF THE COLLATERAL HELD BY IT BEING LOST, STOLEN, DESTROYED, DAMAGED BEYOND
REPAIR, RENDERED PERMANENTLY UNFIT FOR USE, OR SEIZED BY A GOVERNMENTAL
AUTHORITY FOR ANY REASON WHATSOEVER AT ANY TIME UNTIL THE EXPIRATION OR
TERMINATION OF THIS AGREEMENT.
7.8
FURTHER ASSURANCES.
AT ANY TIME AND FROM TIME TO TIME BORROWER
SHALL, AT ITS EXPENSE, EXECUTE AND DELIVER SUCH FURTHER INSTRUMENTS AND TAKE
SUCH FURTHER ACTION AS MAY REASONABLY BE REQUESTED BY LENDER (INCLUDING
OBTAINING ANY BAILEE ACKNOWLEDGMENTS REQUIRED BY LENDER), IN ORDER TO PERFECT
AND PROTECT THE SECURITY INTERESTS GRANTED OR PURPORTED TO BE GRANTED HEREBY AND
TO ENABLE LENDER TO EXERCISE AND ENFORCE ITS RIGHTS AND REMEDIES HEREUNDER WITH
RESPECT TO ANY COLLATERAL.
8.
NEGATIVE COVENANTS
Each Grantor covenants and agrees that until the full and complete payment of
the Obligations, such Grantor will not do any of the following:
8.1
CHIEF EXECUTIVE OFFICE; LOCATION OF COLLATERAL.
DURING THE
CONTINUANCE OF THIS AGREEMENT, CHANGE THE CHIEF EXECUTIVE OFFICE OR PRINCIPAL
PLACE OF BUSINESS OR REMOVE OR CAUSE TO BE REMOVED THE COLLATERAL OR THE RECORDS
CONCERNING THE COLLATERAL FROM THE PREMISES LISTED ON SCHEDULE 6.7 WITHOUT 10
DAYS PRIOR WRITTEN NOTICE TO LENDER.
8.2
CHANGE OF NAME OR STATE OF INCORPORATION.
CHANGE SUCH GRANTOR'S NAME
OR STATE OF INCORPORATION.
8.3
LIMITATION ON INDEBTEDNESS.
CREATE, INCUR, ASSUME OR SUFFER TO EXIST
ANY INDEBTEDNESS, EXCEPT:
(A)
INDEBTEDNESS OF EACH GRANTOR UNDER THIS AGREEMENT AND THE ORIGINAL
LOAN AND SECURITY AGREEMENT;
21
(B)
OTHER INDEBTEDNESS (INCLUDING ACCRUED INTEREST THEREON) OUTSTANDING ON
THE ORIGINAL FUNDING DATE AND LISTED ON SCHEDULE 6.10 AND ANY REFINANCING
THEREOF, PROVIDED THAT SUCH REFINANCING DOES NOT INCREASE THE PRINCIPAL AMOUNT
OF THE INDEBTEDNESS BEING REFINANCED OR THE INTEREST RATE APPLICABLE THERETO;
AND
(C)
INDEBTEDNESS NOT TO EXCEED $100,000 IN THE AGGREGATE AT ANY TIME
OUTSTANDING.
8.4
LIENS.
CREATE, INCUR, ASSUME OR SUFFER TO EXIST ANY LIEN OR ANY
OTHER ENCUMBRANCE OF ANY KIND WITH RESPECT TO ANY OF ITS PROPERTY, WHETHER NOW
OWNED OR HEREAFTER ACQUIRED, EXCEPT FOR PERMITTED LIENS.
9.
EVENTS OF DEFAULT
Any one or more of the following events shall constitute an Event of Default
under this Agreement:
9.1
PAYMENT DEFAULT.
IF BORROWER FAILS TO PAY WHEN DUE AND PAYABLE OR
WHEN DECLARED DUE AND PAYABLE IN ACCORDANCE WITH THE LOAN DOCUMENTS, ANY PORTION
OF THE OBLIGATIONS.
9.2
CERTAIN COVENANT DEFAULTS.
IF ANY GRANTOR FAILS TO PERFORM ANY
OBLIGATION UNDER SECTION 7.6, OR VIOLATES ANY OF THE COVENANTS CONTAINED IN
ARTICLE 8 OF THIS AGREEMENT.
9.3
OTHER COVENANT DEFAULTS.
IF ANY GRANTOR FAILS OR NEGLECTS TO
PERFORM, KEEP, OR OBSERVE ANY OTHER TERM, PROVISION, CONDITION, COVENANT, OR
AGREEMENT CONTAINED IN THIS AGREEMENT, IN ANY OF THE OTHER LOAN DOCUMENTS, OR IN
ANY OTHER PRESENT OR FUTURE AGREEMENT BETWEEN ANY GRANTOR AND LENDER THAT DOES
NOT PROVIDE FOR A SPECIFIC EXCEPTION FROM THIS SECTION 9.3, AND AS TO ANY
DEFAULT UNDER SUCH OTHER TERM, PROVISION, CONDITION, COVENANT OR AGREEMENT THAT
CAN BE CURED, HAS FAILED TO CURE SUCH DEFAULT WITHIN