Common use of Obligations of the Corporation Clause in Contracts

Obligations of the Corporation. (A) The obligations of the Corporation under this Agreement shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under all circumstances whatsoever, including without limitation the following circumstances: (I) any lack of validity or enforceability of any of the Transaction Documents (other than this Agreement) or any other agreement or instrument contemplated thereby or related thereto; (II) any amendment or waiver of or any consent to departure from all or any of the documents contemplated hereby; (III) the existence of any claim, setoff, defense or other rights which the Corporation may have at any time against any beneficiary or any transferee of the Letter of Credit (or any persons or entities for whom such beneficiary may be acting), the Lender or any other Person, whether in connection with the Loan Agreement or any unrelated transaction; (IV) any breach of contract or other dispute between the Corporation and any beneficiary of the Letter of Credit (or any persons or entities for whom any such beneficiary may be acting), Lender, Issuing Bank, Bank or any other Person; (V) any statement or any other document presented under the Transaction Documents proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (VI) payment by the Issuing Bank under the Letter of Credit against presentation of a sight draft or certificate which does not comply with the terms of the Letter of Credit, provided that such payment shall not have constituted an act of gross negligence or willful misconduct by Lender as determined by a court of competent jurisdiction; or (VII) any delay, extension of time, renewal, compromise or other indulgence or modification granted or agreed to by Lender, with or without notice to or approval by the Corporation, as the case may be, in respect of any of the Corporation's indebtedness to Lender under this Agreement. (B) Lender shall not be deemed to have waived or released any of its rights or remedies (whether specified in or arising under this Agreement or otherwise available to it by law or agreement) unless it signs a written waiver or release. Delay or failure to act on the Lender's part shall not constitute a waiver of or otherwise preclude enforcement of any of its

Obligations of the Corporation. (Aa) The obligations Corporation shall furnish promptly to the Representative and to counsel for the Underwriters a signed copy of the Corporation under this Registration Statement as originally filed and a copy of each amendment thereto (in each case together with all exhibits filed therewith) filed prior to or on the date of the Terms Agreement shall be absolute, unconditional and irrevocableor related to or covering the Underwritten Securities, and a copy of the Prospectus filed with the Commission. (b) The Corporation shall deliver promptly to the Representative, without charge, such number of the following documents as the Representative may reasonably request: (i) conformed copies of the Registration Statement (excluding exhibits other than the Indenture, the Warrant Agreement and this Agreement); (ii) the Prospectus; and (iii) any documents incorporated by reference in the Prospectus; and the Corporation authorizes the Underwriters and all dealers to whom any Underwritten Securities may be performed strictly offered or sold by the Underwriters to use such documents during the period referred to in Section 7(c) in connection with the sale of the Underwritten Securities in accordance with the terms applicable provisions of the Act and the Rules and Regulations; provided that the Corporation shall be deemed to have complied with the requirements of clause (iii) of this paragraph with respect to any document filed electronically with the Commission. (c) During such period following the date of the Terms Agreement, under all circumstances whatsoeveras in the opinion of counsel for the Underwriters, a prospectus is required by law to be delivered, but not in any event longer than 40 days from and including without limitation the following circumstances: date of the Terms Agreement, the Corporation shall furnish copies of: (Ii) any lack of validity amendment to the Registration Statement; (ii) the Prospectus or enforceability of any amendment or supplement thereto; or (iii) any document incorporated by reference in any of the Transaction Documents foregoing or any amendment or supplement to any such incorporated document to the Representative and to counsel for the Underwriters prior to filing any of such items with the Commission and shall not file any such item to which the Representative shall reasonably object; provided that despite any such objection but after consultation with the Representative, including the furnishing to the Representative of drafts thereof, the Corporation may file any report or statement which in the opinion of its counsel it is required to file pursuant to the Exchange Act. (d) The Corporation shall advise the Representative promptly: (i) when any post-effective amendment to the Registration Statement related to or covering the Underwritten Securities becomes effective; (ii) of any request by the Commission for an amendment or supplement (insofar as the amendment or supplement relates to or covers the Underwritten Securities) to the Registration Statement, to the Prospectus, to any document incorporated by reference in any of the foregoing or for any additional information related to the Registration Statement (insofar as such information relates to or covers the Underwritten Securities); (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any order directed to the Prospectus or any document incorporated therein by reference or the initiation of any stop order proceeding or of any challenge to the accuracy or adequacy of any document incorporated by reference in the Prospectus; and (iv) of receipt by the Corporation of any notification with respect to the suspension of the qualification of the Underwritten Securities for sale in any jurisdiction or the initiation of any proceeding for that purpose. If at any time during the period referred to in Section 7(c) when the Prospectus related to the Underwritten Securities is required to be delivered under the Act, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of material fact or omit to state a material fact necessary in order to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend or supplement the Prospectus to comply with the Act, the Rules and Regulations, the Exchange Act or the rules and regulations of the Commission thereunder, the Corporation shall promptly prepare and file with the Commission, subject to Section 7(c), an amendment or supplement that will correct such statement or omission or an amendment or supplement which will effect such compliance. (e) If, during the period referred to Section 7(c), the Commission shall issue a stop order suspending the effectiveness of the Registration Statement, the Corporation shall make every reasonable effort to obtain the lifting of that order at the earliest possible time. (f) As soon as practicable, or in accordance with Rule 158 of the Rules and Regulations, the Corporation shall make generally available to its security holders and to the Representative an earnings statement (which need not be audited) of the Corporation and its consolidated subsidiaries, that will satisfy the provisions of Section 11(a) of the Act and Rule 158 thereunder. (g) The Corporation shall make every reasonable effort to arrange for the qualification of the Underwritten Securities for sale under the laws of such jurisdictions (other than this Agreementjurisdictions outside the United States) as the Representative may reasonably designate and the Corporation shall pay all expenses (including reasonable fees and disbursements of counsel) in connection with such qualifications, to maintain such qualifications in effect during the period referred to in Section 7(c) and to arrange for the determination of the legality of the Underwritten Securities for purchase by institutional investors; provided, however, that the Corporation shall not be required to qualify to do business in any jurisdiction where it is not so qualified at the date of the Terms Agreement or to take any other agreement action that would subject it to general or instrument contemplated thereby unlimited service of process or related thereto; (II) to the imposition of any amendment taxes based on, or waiver of or any consent to departure from measured by, all or any part of the documents contemplated hereby;income of the Corporation, in any jurisdiction where it is not at such date so subject. (IIIh) If the existence sale of the Underwritten Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 10 hereof is not satisfied or because of any claimrefusal, setoff, defense inability or other rights which failure on the part of the Corporation may have at to comply with any time against provision hereof other than by reason of a default by any beneficiary or any transferee of the Letter of Credit (or any persons or entities for whom such beneficiary may be acting)Underwriters, the Lender or any other Person, whether Corporation shall reimburse the Underwriters severally upon demand for all reasonable out-of-pocket expenses (including the reasonable fees and Annex A-6 disbursements of counsel for the Underwriters) that shall have been incurred by them in connection with the Loan Agreement or any unrelated transaction; (IV) any breach of contract or other dispute between the Corporation proposed purchase and any beneficiary sale of the Letter of Credit (or any persons or entities for whom any such beneficiary may be acting), Lender, Issuing Bank, Bank or any other Person; (V) any statement or any other document presented under the Transaction Documents proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (VI) payment by the Issuing Bank under the Letter of Credit against presentation of a sight draft or certificate which does not comply with the terms of the Letter of Credit, provided that such payment shall not have constituted an act of gross negligence or willful misconduct by Lender as determined by a court of competent jurisdiction; or (VII) any delay, extension of time, renewal, compromise or other indulgence or modification granted or agreed to by Lender, with or without notice to or approval by the Corporation, as the case may be, in respect of any of the Corporation's indebtedness to Lender under this AgreementUnderwritten Securities. (B) Lender shall not be deemed to have waived or released any of its rights or remedies (whether specified in or arising under this Agreement or otherwise available to it by law or agreement) unless it signs a written waiver or release. Delay or failure to act on the Lender's part shall not constitute a waiver of or otherwise preclude enforcement of any of its

Obligations of the Corporation. (A) The obligations of the Corporation under this Agreement shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under all circumstances whatsoever, including without limitation the following circumstances: (I) any lack of validity or enforceability of any of the Transaction Documents (other than this Agreement) or any other agreement or instrument contemplated thereby or related thereto; (II) any amendment or waiver of or any consent to departure from all or any of the documents contemplated hereby; (III) the existence of any claim, setoff, defense or other rights which the Corporation may have at any time against any beneficiary or any transferee of the a Letter of Credit (or any persons or entities Persons for whom such beneficiary may be acting), the Lender Lenders or any other Person, whether in connection with the Loan Agreement Transaction or any unrelated transaction; (IV) any breach of contract or other dispute between the Corporation and any beneficiary of the Letter Letters of Credit (or any persons or entities for whom any such beneficiary may be acting), LenderLenders, Issuing Bank, Bank or any other Person; (V) any statement or any other document presented under the Transaction Documents proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (VI) payment by the Issuing Bank under the Letter Letters of Credit against presentation of a sight draft or certificate which does not comply with the terms of the Letter of Credit, provided that such payment shall not have constituted an act of gross negligence or willful misconduct by Lender Lenders as determined by a court of competent jurisdiction; or (VII) any delay, extension of time, renewal, compromise or other indulgence or modification granted or agreed to by LenderLenders, with or without notice to or approval by the Corporation, as the case may be, in respect of any of the Corporation's indebtedness to Lender Lenders under this Agreement. (B) Lender Lenders shall not be deemed to have waived or released any of its rights or remedies (whether specified in or arising under this Agreement or otherwise available to it by law or agreement) unless it signs a written waiver or release. Delay or failure to act on the Lender's Lenders' part shall not constitute a waiver of or otherwise preclude enforcement of any of itsits rights and remedies. All of Lenders' rights and remedies shall be cumulative and may be exercised singularly or concurrently. Lenders need not resort to any particular right or remedy before exercising or enforcing any other, and Lenders' resort to any right or remedy shall not preclude the exercise or enforcement of each other right and remedy.

Obligations of the Corporation. (Aa) The obligations Corporation shall furnish promptly to the Representative and to counsel for the Underwriters a signed copy of the Corporation under this Registration Statement as originally filed and a copy of each amendment thereto (in each case together with all exhibits filed therewith) filed prior to or on the date of the Terms Agreement shall be absolute, unconditional and irrevocableor related to or covering the Underwritten Securities, and a copy of the Prospectus filed with the Commission. (b) The Corporation shall deliver promptly to the Representative, without charge, such number of the following documents as the Representative may reasonably request: (i) conformed copies of the Registration Statement (excluding exhibits other than the Indenture, the Warrant Agreement and this Agreement); (ii) the Prospectus; and (iii) any documents incorporated by reference in the Prospectus; and the Corporation authorizes the Underwriters and all dealers to whom any Underwritten Securities may be performed strictly offered or sold by the Underwriters to use such documents during the period referred to in Section 7(c) in connection with the sale of the Underwritten Securities in accordance with the terms applicable provisions of the Act and the Rules and Regulations; provided that the Corporation shall be deemed to have complied with the requirements of clause (iii) of this paragraph with respect to any document filed electronically with the Commission. (c) During such period following the date of the Terms Agreement, under all circumstances whatsoeveras in the opinion of counsel for the Underwriters, a prospectus is required by law to be delivered, but not in any event longer than 40 days from and including without limitation the following circumstances: date of the Terms Agreement, the Corporation shall furnish copies of: (Ii) any lack of validity amendment to the Registration Statement; (ii) the Prospectus or enforceability of any amendment or supplement thereto; or (iii) any document incorporated by reference in any of the Transaction Documents foregoing or any amendment or supplement to any such incorporated document to the Representative and to counsel for the Underwriters prior to filing any of such items with the Commission and shall not file any such item to which the Representative shall reasonably object; provided that despite any such objection but after consultation with the Representative, including the furnishing to the Representative of drafts thereof, the Corporation and the Guarantor may file any report or statement which in the opinion of its counsel it is required to file pursuant to the Exchange Act. (d) The Corporation shall advise the Representative promptly: (i) when any post-effective amendment to the Registration Statement related to or covering the Underwritten Securities becomes effective; (ii) of any request by the Commission for an amendment or supplement (insofar as the amendment or supplement relates to or covers the Underwritten Securities) to the Registration Statement, to the Prospectus, to any document incorporated by reference in any of the foregoing or for any additional information related to the Registration Statement (insofar as such information relates to or covers the Underwritten Securities); (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any order directed to the Prospectus or any document incorporated therein by reference or the initiation of any stop order proceeding or of any challenge to the accuracy or adequacy of any document incorporated by reference in the Prospectus; and (iv) of receipt by the Corporation of any notification with respect to the suspension of the qualification of the Underwritten Securities for sale in any jurisdiction or the initiation of any proceeding for that purpose. If at any time during the period referred to in Section 7(c) when the Prospectus related to the Underwritten Securities is required to be delivered under the Act, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of material fact or omit to state a material fact necessary in order to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend or supplement the Prospectus to comply with the Act, the Rules and Regulations, the Exchange Act or the rules and regulations of the Commission thereunder, the Corporation and/or the Guarantor shall promptly prepare and file with the Commission, subject to Section 7(c), an amendment or supplement that will correct such statement or omission or an amendment or supplement which will effect such compliance. (e) If, during the period referred to Section 7(c), the Commission shall issue a stop order suspending the effectiveness of the Registration Statement, the Corporation and/or the Guarantor shall make every reasonable effort to obtain the lifting of that order at the earliest possible time. (f) As soon as practicable, or in accordance with Rule 158 of the Rules and Regulations, the Guarantor shall make generally available to its security holders and to the Representative an earnings statement (which need not be audited) of the Guarantor and its consolidated subsidiaries that will satisfy the provisions of Section 11 (a) of the Act and Rule 158 thereunder. (g) The Corporation shall make every reasonable effort to arrange for the qualification of the Underwritten Securities for sale under the laws of such jurisdictions (other than this Agreementjurisdictions outside the United States) as the Representative may reasonably designate and the Corporation shall pay all expenses (including reasonable fees and disbursements of counsel) in connection with such qualifications, to maintain such qualifications in effect during the period referred to in Section 7(c) and to arrange for the determination of the legality of the Underwritten Securities for purchase by institutional investors; provided, however, that the Corporation shall not be required to qualify to do business in any jurisdiction where it is not so qualified at the date of the Terms Agreement or to take any other agreement action that would subject it to general or instrument contemplated thereby unlimited service of process or related thereto; (II) to the imposition of any amendment taxes based on, or waiver of or any consent to departure from measured by, all or any part of the documents contemplated hereby;income of the Corporation in any jurisdiction where it is not at such date so subject. (IIIh) If the existence sale of the Underwritten Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 10 hereof is not satisfied or because of any claimrefusal, setoff, defense inability or other rights which failure on the part of the Corporation may have at or the Guarantor to comply with any time against provision hereof other than by reason of a default by any beneficiary or any transferee of the Letter of Credit (or any persons or entities for whom such beneficiary may be acting)Underwriters, the Lender Corporation or any other Person, whether the Guarantor shall reimburse the Underwriters severally upon demand for all reasonable out-of-pocket expenses (including the reasonable fees and disbursements of counsel for the Underwriters) that shall have been incurred by them in connection with the Loan Agreement or any unrelated transaction; (IV) any breach of contract or other dispute between the Corporation proposed purchase and any beneficiary sale of the Letter of Credit (or any persons or entities for whom any such beneficiary may be acting), Lender, Issuing Bank, Bank or any other Person; (V) any statement or any other document presented under the Transaction Documents proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (VI) payment by the Issuing Bank under the Letter of Credit against presentation of a sight draft or certificate which does not comply with the terms of the Letter of Credit, provided that such payment shall not have constituted an act of gross negligence or willful misconduct by Lender as determined by a court of competent jurisdiction; or (VII) any delay, extension of time, renewal, compromise or other indulgence or modification granted or agreed to by Lender, with or without notice to or approval by the Corporation, as the case may be, in respect of any of the Corporation's indebtedness to Lender under this AgreementUnderwritten Securities. (B) Lender shall not be deemed to have waived or released any of its rights or remedies (whether specified in or arising under this Agreement or otherwise available to it by law or agreement) unless it signs a written waiver or release. Delay or failure to act on the Lender's part shall not constitute a waiver of or otherwise preclude enforcement of any of its

Obligations of the Corporation. (Aa) The obligations of the Corporation under this Agreement shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under all circumstances whatsoever, including without limitation the following circumstances: (Ii) any lack of validity or enforceability of any of the Transaction Documents (other than this Agreement) or any other agreement or instrument contemplated thereby or related thereto; (IIii) any amendment or waiver of or any consent to departure from all or any of the documents contemplated hereby; (IIIiii) the existence of any claim, setoff, defense or other rights which the Corporation may have at any time against any beneficiary or any transferee of the a Letter of Credit (or any persons or entities Persons for whom such beneficiary may be acting), the Lender Lenders or any other Person, whether in connection with the Loan Agreement Transaction or any unrelated transaction; (IViv) any breach of contract or other dispute between the Corporation and any beneficiary of the Letter Letters of Credit (or any persons or entities for whom any such beneficiary may be acting), LenderLenders, Issuing Bank, Bank or any other Person; (Vv) any statement or any other document presented under the Transaction Documents proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (VIvi) payment by the Issuing Bank under the Letter Letters of Credit against presentation of a sight draft or certificate which does not comply with the terms of the Letter of Credit, provided that such payment shall not have constituted an act of gross negligence or willful misconduct by Lender Lenders as determined by a court of competent jurisdiction; or (VIIvii) any delay, extension of time, renewal, compromise or other indulgence or modification granted or agreed to by LenderLenders, with or without notice to or approval by the Corporation, as the case may be, in respect of any of the Corporation's indebtedness to Lender Lenders under this Agreement. (Bb) Lender Lenders shall not be deemed to have waived or released any of its rights or remedies (whether specified in or arising under this Agreement or otherwise available to it by law or agreement) unless it signs a written waiver or release. Delay or failure to act on the Lender's Lenders' part shall not constitute a waiver of or otherwise preclude enforcement of any of itsits rights and remedies. All of Lenders' rights and remedies shall be cumulative and may be exercised singularly or concurrently. Lenders need not resort to any particular right or remedy before exercising or enforcing any other, and Lenders' resort to any right or remedy shall not preclude the exercise or enforcement of each other right and remedy. (c) Commencing with the calendar quarter ended June 30, 2001 and each calendar quarter thereafter, the Corporation shall deposit $250,000 into a restricted cash account at MNB. Upon each deposit into the restricted cash account, the Corporation shall cause MNB to decrease the Maximum Credit in an amount equal to such deposited amount. In the event that MNB will not decrease the maximum credit by the deposit amount, the Corporation shall, in lieu of depositing into a restricted cash account at MNB, deposit an equal amount into an escrow account in favor of X.X. Xxxx Co., Inc. and The Xxxxxxxxx 1980 Revocable Trust. The parties agree that any deposit under this paragraph shall also reduce the Lenders' Gross Exposure under section 2(b) of the warrants issued to the Lenders in connection with this Agreement.

Obligations of the Corporation. (A) The obligations of the Corporation under this Agreement shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under all circumstances whatsoever, including without limitation the following circumstances: (I) any lack of validity or enforceability of any of the Transaction Documents (other than this Agreement) or any other agreement or instrument contemplated thereby or related thereto; (II) any amendment or waiver of or any consent to departure from all or any of the documents contemplated hereby; (III) the existence of any claim, setoff, defense or other rights which the Corporation may have at any time against any beneficiary or any transferee of the Letter of Credit (or any persons or entities for whom such beneficiary may be acting), the Lender or any other Person, whether in connection with the Loan Agreement Transaction or any unrelated transaction; (IV) any breach of contract or other dispute between the Corporation and any beneficiary of the Letter of Credit (or any persons or entities for whom any such beneficiary may be acting), Lender, Issuing Bank, Bank or any other Person; (V) any statement or any other document presented under the Transaction Documents proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (VI) payment by the Issuing Bank under the Letter of Credit against presentation of a sight draft or certificate which does not comply with the terms of the Letter of Credit, provided that such payment shall not have constituted an act of gross negligence or willful misconduct by Lender as determined by a court of competent jurisdiction; or (VII) any delay, extension of time, renewal, compromise or other indulgence or modification granted or agreed to by Lender, with or without notice to or approval by the Corporation, as the case may be, in respect of any of the Corporation's indebtedness to Lender under this Agreement. (B) Lender shall not be deemed to have waived or released any of its rights or remedies (whether specified in or arising under this Agreement or otherwise available to it by law or agreement) unless it signs a written waiver or release. Delay or failure to act on the Lender's part shall not constitute a waiver of or otherwise preclude enforcement of any of its