REVOLVING CREDIT AND SECURITY AGREEMENT

Exhibit 10.1

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R EVOLVING C REDIT AND S ECURITY A GREEMENT

      THIS AGREEMENT (the "Agreement"), dated as of May 22,2008 between Intelligroup, Inc. (“Intelligroup”), a New Jersey corporation and Empower, Inc.(“Empower”), a Michigan corporation (Intelligroup and Empower hereinafter collectively referred to as "Borrower"), and HSBC Bank USA, National Association, a national banking association ("Bank");

W I T N E S S E T H :

      In consideration of the premises and of the mutual covenants herein contained and to induce Bank to extend credit to Borrower, the parties agree as follows:

      1. Definitions . Capitalized terms that are not otherwise defined herein shall have the meanings set forth in Exhibit 1 hereto.

      2. The Loan .

           2.1. Revolving Loan Credit Facility . Bank agrees, on the terms and conditions set forth in this Agreement, to make Advances from time to time during the Revolving Credit Period in amounts such that the aggregate principal amount of Advances at any one time outstanding will not exceed the lesser of (i) the Maximum Loan Amount or (ii) the Borrowing Base (the "Loan"). Notwithstanding the foregoing, the aggregate amount of the Advances by Bank from time to time shall be subject to any Reserves that Bank in its sole and absolute discretion may deem proper and/or necessary under the Borrowing Base. Within the foregoing limit, Borrower may borrow, prepay and reborrow Advances at any time during the Revolving Credit Period without penalty, subject to the payment of any Yield Maintenance Fee.

           2.2. Revolving Note . The Loan shall be evidenced by a promissory note in the face amount of the Maximum Loan Amount dated May 22, 2008 (the "Note") and shall be payable in accordance with the terms of the Note and this Agreement.

           2.3. Collections Account .

              (a) If required by Bank in its reasonable discretion, all payments on Accounts and other Collateral shall be forwarded by Borrower to the Collections Account; provided, however, Bank, in its reasonable discretion, may require Borrower to establish a lockbox under the control of Bank to which all Account Debtors shall forward payments on the Accounts. Borrower shall pay all of Bank's standard fees and charges in connection with such lockbox arrangement (if any) and Collections Account as such fees and charges may change from time to time. In the event Bank requires a lockbox arrangement hereunder, Borrower shall notify Account Debtors on the Accounts to forward payments on the Accounts to the lockbox; provided, however, that Bank shall have the right to directly contact Account Debtors at any time to ensure that payments on the Accounts are directed to the lockbox. All payment items received by Borrower on Accounts and sale of Inventory and other Collateral shall be held by Borrower in trust for Bank and not commingled with Borrower's funds and shall be deposited promptly by Borrower to the Collections Account. Borrower hereby grants to Bank a security interest in and lien upon all items and balances held in the lockbox and the Collections Account as collateral for the Indebtedness.

           (b) Borrower hereby irrevocably appoints Bank (and any duly authorized Person designated by Bank) as Borrower's attorney-in-fact to endorse Borrower's name on any checks, drafts, money orders or other media of payment which come into Bank's possession or control; this power being coupled with an interest is irrevocable so long as any of the Indebtedness remain outstanding. Such endorsement by Bank under power of attorney shall, for all purposes, be deemed to have been made by Borrower (prior to any subsequent endorsement by Bank) in negotiation of the item.

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           (c) For the purpose of calculating interest due under this Agreement, payment items received into the Collections Account shall be deemed applied on the date of receipt by Bank on account of the Loan as collected by Bank, subject to chargebacks for uncollected payment items. No payment item received by Bank shall constitute payment to Bank until such item is actually collected by Bank and credited to the Collections Account; provided, however, Bank shall have the right to charge back to the Collections Account (or any other account of Borrower maintained at Bank) any item which is returned for inability to collect, plus accrued interest during the period of Bank's provisional credit for such item prior to receiving notice of dishonor.

           2.4. Advances .

           (a) Bank shall require from Borrower a signed written request for an Advance in form satisfactory to Bank, which request shall be delivered to Bank, at 1 HSBC Center, Buffalo, New York 14203, Attention: Bernadice Smoot, no later than 1:00 p.m. (local time Parsippany, New Jersey) on the date of the requested Advance, and shall specify the date (which shall be a Business Day) and the amount of the proposed Advance and provide such other information as Bank may require. Bank's acceptance of such a request shall be indicated by its making the Advance requested. Such an Advance shall be made available to Borrower in immediately available funds at Bank's address referred to in Section 10.4.

           (b) Notwithstanding the foregoing, Bank may, in its sole and absolute discretion, make or permit to remain outstanding Advances under the Loan in excess of the original principal amount of the Note, and all such amounts shall (i) be part of the Indebtedness evidenced by the Note, (ii) bear interest as provided herein, (iii) be payable upon demand by Bank, and (iv) be entitled to all rights and security as provided under the Loan Documents.

           (c) All Advance Requests shall be made by Intelligroup, as the designated agent for Advances of Borrower and all Advances shall be made available, as set forth in 2.4(b), above, to Intelligroup.

           2.5. Repayment of Loan .

           (a) Interest on the Loan shall accrue and be payable as set forth in the Note. The Loan shall mature, and the principal amount thereof and all accrued and unpaid interest, fees, expenses and other amounts payable under the Loan Documents shall be due and payable, on the Termination Date.

           (b) Bank may debit the Collections Account and/or make Advances to Borrower (whether or not in excess of the lesser of the Maximum Loan Amount and the Borrowing Base) and apply such amounts to the payment of interest, fees, expenses and other amounts to which Bank may be entitled from time to time and Bank is hereby irrevocably authorized to do so without the consent of Borrower.

           (c) Borrower shall make each payment of principal of and interest on the Loan and fees hereunder not later than 1:00 p.m. (local time Parsippany, New Jersey) on the date when due, without set off, counterclaim or other deduction, in immediately available funds to Bank at its address referred to in Section 10.4. Whenever any payment of principal of, or interest on, the Loan or of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time.

           (d) To the extent that the aggregate amount of all Advances exceeds the Borrowing Base, the amount of such excess will be paid immediately to Bank upon Bank's demand.

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           (e) Any prepayment shall not affect Borrower’s obligation to continue making payments under any swap agreement (as defined in 11 U.S.C. § 101), which shall remain in full force and effect notwithstanding such prepayment, subject to the terms of such swap agreement.

           2.6. Overdue Amounts . Any payments not made as and when due shall bear interest from the date due until paid at the Default Rate, in Bank's discretion.

           2.7. Calculation of Interest . All interest under the Note or hereunder shall be calculated on the basis of the Actual/360 Computation, as defined in the Note.

           2.8. Sales Tax . Borrower shall notify Bank if any Account includes any sales or other similar tax and Bank may, but shall not be obligated to, remit any such taxes directly to the taxing authority and make Advances or charge the Collections Account therefor. In no event shall Bank be liable for any such taxes.

           2.9. Fees .

           (a) Borrower shall pay to Bank a non-refundable upfront fee in the total amount of Twenty Five Thousand and 00/XX ($25,000.00) Dollars. One half of the upfront fee (Twelve Thousand Five Hundred and 00/XX ($12,500.00) Dollars) has been paid by Borrower and the second half of the upfront fee (Twelve Thousand Five Hundred and 00/XX ($12,500.00) Dollars) shall be payable on the date of this Agreement.

           (b) Borrower shall pay to Bank an unused fee for each day at a rate per annum equal to the product of (i) twenty (25) basis points multiplied by (ii) the difference between (A) the Maximum Loan Amount and (B) the aggregate outstanding amount of the Advances on such day, payable quarterly on the first day of each calendar quarter with respect to the immediately preceding quarter.

           (c) If Borrower elects to prepay Indebtedness, in whole or in part, which is subject to a LIBOR Rate Interest Period other than at the end of the applicable Interest Period, Borrower shall pay to Bank on demand any Yield Maintenance Fee.

           2.10. Statement of Account . If Bank provides Borrower with a statement of account on a periodic basis, such statement will be presumed complete and accurate and will be definitive and binding on Borrower, unless objected to with specificity by Borrower in writing within forty-five (45) days after receipt.

      3. Conditions Precedent to Borrowing . Prior to any Advance, the following conditions shall have been satisfied, in the sole opinion of Bank and its counsel:

           3.1. Conditions Precedent to Initial Advance . In addition to any other requirement set forth in this Agreement, Bank will not make the initial Advance under the Loan unless and until the following conditions shall have been satisfied:

           (a) Loan Documents. Borrower and each other party to any Loan Document, as applicable, shall have executed and delivered this Agreement, the Note, and other required Loan Documents, all in form and substance satisfactory to Bank.

           (b) Supporting Documents. Borrower shall cause to be delivered to Bank the following documents:

           (i) A copy of the governing instruments of Borrower and each Subsidiary, and a good standing certificate of Borrower and each Subsidiary, certified by the appropriate official of its state or country of incorporation and the State of New Jersey, if different;

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           (ii) Incumbency certificate and certified resolutions of the board of directors (or other appropriate governing body) of Borrower and each other Person executing any Loan Documents, signed by the Secretary or another authorized officer of Borrower or such other Person, authorizing the execution, delivery and performance of the Loan Documents;

           (iii) The legal opinion of Borrower's and any Subsidiary's legal counsel addressed to Bank regarding such matters as Bank and its counsel may reasonably request;

           (iv) A satisfactory Borrowing Base Certificate duly completed by Borrower, together with all supporting statements, schedules and reconciliations as required by Bank;

           (v) Satisfactory evidence of payment of all fees due and reimbursement of all costs incurred by Bank, and evidence of payment to other parties of all fees or costs which Borrower is required under this Agreement to pay by the date of the initial Advance;

           (vi) UCC-11 searches and other Lien searches showing no existing security interests in or Liens on the Collateral other than Permitted Liens or liens being terminated on or before the date of the initial Advance; and

           (vii) Any lien waivers requested by Bank pursuant to section 5.13(c) hereof.

           (c) Insurance . Borrower shall have delivered to Bank satisfactory evidence of insurance meeting the requirements of Section 5.3.

           (d) Perfection of Liens . UCC-1 financing statements covering the Collateral executed by Borrower shall duly have been recorded or filed in the manner and places required by law to establish, preserve, protect and perfect the interests and rights created or intended to be created by the Security Agreement; and all taxes, fees and other charges in connection with the execution, delivery and filing of the Security Agreement and the financing statements shall duly have been paid.

           (e) Pledge Agreements . Borrower shall have delivered to bank the Pledge Documents from each Subsidiary required by law to establish, preserve, protect and perfect the interests and rights created or intended to be created by each Pledge Agreement.

           (f) Subordinations . Bank shall have received subordinations satisfactory to it from (i) the lessor of its facility in Edison, New Jersey; (ii) any and all lessors under any lease entered into with Borrower subsequent to the date of this Agreement that might have landlord's Liens on any Collateral located at a facility occupied by Borrower, if requested by Bank (iii) the lessor of any existing facility, other than Edison, New Jersey, that might have landlord's Liens on any Collateral located at such facility if requested by Bank after the date of this Agreement and (iv) all Guarantors and Affiliates as required by Section 5.9.

           (g) Additional Documents . Borrower shall have delivered to Bank all additional opinions, documents, certificates and other assurances that Bank or its counsel may require.

           (h) Payment of Fees . Borrower shall have paid all fees, costs and expenses as required by the Loan Documents in connection with the Closing.

           (i) Collateral Audit . An audit of Collateral satisfactory to Bank, in Bank’s discretion, at Borrower’s cost and expense.

           (j) Establishment of Accounts . Borrower shall establish and maintain their primary depository and cash management accounts with Bank for the term of the Loan.

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           3.2. Conditions Precedent to Each Advance . The following conditions, in addition to any other requirements set forth in this Agreement, shall have been met or performed by the Advance Date with respect to any Advance Request and each Advance Request (whether or not a written Advance Request is required) shall be deemed to be a representation that all such conditions have been satisfied:

           (a) Advance Request . Borrower shall have delivered to Bank an Advance Request and other information, as required under Section 2.4(a).

           (b) No Default . No Default shall have occurred and be continuing or could occur upon the making of the Advance in question and, if Borrower is required to deliver a written Advance Request, Borrower shall have delivered to Bank an officer's certificate to such effect, which may be incorporated in the Advance Request.

           (c) Correctness of Representations . All representations and warranties made by Borrower herein or otherwise in writing in connection herewith shall be true and correct in all material respects with the same effect as though the representations and warranties had been made on and as of the proposed Advance Date, and, if Borrower is required to deliver a written Advance Request, Borrower shall have delivered to Bank an officer's certificate to such effect, which may be incorporated in the Advance Request.

           (d) No Adverse Change . There shall have been no change which could have a Material Adverse Effect on Borrower and its Subsidiaries, taken as a whole, since the date of the most recent financial statements of such Person delivered to Bank from time to time.

           (e) Limitations Not Exceeded . The proposed Advance shall not cause the outstanding principal balance of the Loan to exceed the lesser of the Maximum Loan Amount and the Borrowing Base. If Borrower is required to deliver a written Advance Request, Bank shall have received a current Accounts Receivable Report (as required by Section 5.6) sufficient in form and substance to calculate and verify the Borrowing Base.

           (f) Further Assurances . Borrower shall have delivered such further documentation or assurances as Bank may reasonably require.

      4. Representations and Warranties . In order to induce Bank to enter into this Agreement and to make the Loan provided for herein, Borrower makes the following representations and warranties, all of which shall survive the execution and delivery of the Loan Documents. Unless otherwise specified, such representations and warranties shall be deemed made as of the date hereof and as of the Advance Date of any Advance by Bank to Borrower:

           4.1. Valid Existence and Power . Each of Borrower and each Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and is duly qualified or licensed to transact business in all places where the failure to be so qualified would have a Material Adverse Effect on it. Each of Borrower and each other Person which is a party to any Loan Document (other than Bank) has the power to make and perform the Loan Documents executed by it and all such instruments will constitute the legal, valid and binding obligations of such Person, enforceable in accordance with their respective terms, subject only to bankruptcy and similar laws affecting creditors' rights generally. Intelligroup is organized under the laws of the State of New Jersey and has not changed the jurisdiction of its organization within the five years preceding the date hereof. Empower is organized under the laws of the State of Michigan and has not changed the jurisdiction of its organization within the five years preceding the date hereof.

           4.2. Authority . The execution, delivery and performance thereof by Borrower and each other Person (other than Bank) executing any Loan Document have been duly authorized by all necessary action of such Person, and do not and will not violate any provision of law or regulation, or any writ, order or decree of any court or governmental or regulatory authority or agency or any provision of the governing instruments of such Person, and do not and will not, with the passage of time or the giving of notice, result in a breach of, or constitute a default or require any consent under, or result in the creation of any Lien upon any property or assets of such Person pursuant to, any law, regulation, instrument or agreement to which any such Person is a party or by which any such Person or its respective properties may be subject, bound or affected. 

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           4.3. Financial Condition . Other than as disclosed in financial statements delivered on or prior to the date hereof to Bank, neither Borrower nor any Subsidiary has any direct or contingent obligations or liabilities (including any guarantees or leases) or any material unrealized or anticipated losses from any commitments of such Person except as described on Exhibit 4.3 (if any). All such financial statements have been prepared in accordance with GAAP and fairly present the financial condition of Borrower or Subsidiary, as the case may be, as of the date thereof. Borrower is not aware of any material adverse fact (other than facts which are generally available to the public and not particular to Borrower, such as general economic or industry trends) concerning the conditions or future prospects of Borrower or any Subsidiary which has not been fully disclosed to Bank, including any adverse change in the operations or financial condition of such Person since the date of the most recent financial statements delivered to Bank. Borrower is Solvent, and after consummation of the transactions set forth in this Agreement and the other Loan Documents, Borrower will be Solvent.

           4.4. Litigation . Except as disclosed on Exhibit 4.4 (if any), there are no suits or proceedings pending, or to the knowledge of Borrower threatened, before any court or by or before any governmental or regulatory authority, commission, bureau or agency or public regulatory body against or affecting Borrower or any Subsidiary, or their assets, which if adversely determined would have a Material Adverse Effect on the financial condition or business of Borrower or such Subsidiary.

           4.5. Agreements, Etc. Neither Borrower nor any Subsidiary is a party to any agreement or instrument or subject to any court order, governmental decree or any charter or other corporate restriction, adversely affecting its business, assets, operations or condition (financial or otherwise), nor is any such Person in default in the performance, observance or fulfillment of any of the material obligations, covenants or conditions contained in any agreement or instrument to which it is a party, or any law, regulation, decree, order or the like.

           4.6. Authorizations . All authorizations, consents, approvals and licenses required under applicable law or regulation for the ownership or operation of the property owned or operated by Borrower or any Subsidiary or for the conduct of any business in which it is engaged have been duly issued and are in full force and effect, and it is not in default, nor has any event occurred which with the passage of time or the giving of notice, or both, would constitute a default, under any of the terms or provisions of any part thereof, or under any order, decree, ruling, regulation, closing agreement or other decision or instrument of any governmental commission, bureau or other administrative agency or public regulatory body having jurisdiction over such Person, which default would have a Material Adverse Effect on such Person. Except as noted herein, no approval, consent or authorization of, or filing or registration with, any governmental commission, bureau or other regulatory authority or agency is required with respect to the execution, delivery or performance of any Loan Document.

           4.7. Title . Each of Borrower and each Subsidiary has good title to all of the assets shown in its financial statements free and clear of all Liens, except Permitted Liens. Borrower alone has full ownership rights in all Collateral.

           4.8. Collateral . The security interests granted to Bank herein and pursuant to any other Security Agreement (a) constitute and, as to subsequently acquired property included in the Collateral covered by the Security Agreement, will constitute, security interests under the Code entitled to all of the rights, benefits and priorities provided by the Code and (b) are, and as to such subsequently acquired Collateral will be, fully perfected, superior and prior to the rights of all third persons, now existing or hereafter arising, subject only to Permitted Liens. All of the Collateral is intended for use solely in Borrower's business.

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           4.9. Jurisdiction of Organization; Location . The jurisdiction in which Borrower is organized, existing and in good standing, the chief executive office of Borrower where Borrower's business records are located, all of Borrower's other places of business and any other places where any Collateral is kept, are all correctly and completely indicated on Exhibit 4.9. The Collateral is located and shall at all times be kept and maintained only at Borrower's location or locations as described on Exhibit 4.9 herein No such Collateral is attached or affixed to any real property so as to be classified as a fixture unless Bank has otherwise agreed in writing. Borrower has not changed it legal status or the jurisdiction in which it is organized or moved its chief executive office within the five (5) years preceding the date hereof. Borrower shall provide Bank with thirty (30) days’ written notice prior to the relocation of any Collateral from the location or locations as described on Exhibit 4.9 herein. In the event of any such relocation of Collateral, Borrower shall provide Bank with such further assurances, including but not limited to subordinations as set forth at Section3.1(f), as Bank may reasonably require.

           4.10. Taxes . Borrower and each Subsidiary have filed all federal and state income and other tax returns which are required to be filed, and have paid all taxes as shown on said returns and all taxes, including withholding, FICA and ad valorem taxes, shown on all assessments received by it to the extent that such taxes have become due. Neither Borrower nor any Subsidiary is subject to any federal, state or local tax Liens nor has such Person received any notice of deficiency or other official notice to pay any taxes. Borrower and each Subsidiary have paid all sales and excise taxes due and payable by it.

           4.11. Labor Law Matters . No goods or services have been or will be produced by Borrower or any Subsidiary in violation of any applicable labor laws or regulations or any collective bargaining agreement or other labor agreements or in violation of any minimum wage, wage-and-hour or other similar laws or regulations.

           4.12. Accounts . Each Account, Instrument, Chattel Paper and other writing constituting any portion of the Collateral (a) is genuine and enforceable in accordance with its terms except for such limits thereon arising from bankruptcy and similar laws relating to creditors' rights; (b) is not subject to any deduction or discount (other than as stated in the invoice and disclosed to Bank), defense, set off, claim or counterclaim of a material nature against Borrower except as to which Borrower has notified Bank in writing; (c) is not subject to any other circumstances that would impair the validity, enforceability or amount of such Collateral except as to which Borrower has notified Bank in writing; (d) arises from a bona fide sale of goods or delivery of services in the ordinary course and in accordance with the terms and conditions of any applicable purchase order, contract or agreement; (e) is free of all Liens other than Permitted Liens; and (f) is for a liquidated amount maturing as stated in the invoice therefor. Each Account included in any Advance Request, Borrowing Base Certificate, report or other document as an Eligible Account meets all the requirements of an Eligible Account set forth herein.

           4.13. Judgment Liens . Neither Borrower nor any Subsidiary, nor any of their assets, are subject to any unpaid judgments (whether or not stayed) or any judgment liens in any jurisdiction except to the extent same would not constitute an Event of Default under Section 8.1(g).

           4.14. Subsidiaries . If Borrower has any Subsidiaries as of the date hereof they are listed on Exhibit 4.14. Borrower shall immediately notify Bank of the creation or acquisition of any new foreign or domestic Subsidiary and shall comply with Section 5.14 hereof.

           4.15. Environmental . Except as disclosed on Exhibit 4.15, neither Borrower, nor to Borrower's best knowledge any other previous owner or operator of any real property currently owned or operated by Borrower, has generated, stored or disposed of any Regulated Material on any portion of such property, or transferred any Regulated Material from such property to any other location in violation of any applicable Environmental Laws. Except as disclosed on Exhibit 4.15, no Regulated Material has been generated, stored or disposed of on any portion of the real property currently owned or operated by Borrower by any other Person, or is now located on such property. Except as disclosed on Exhibit 4.15, Borrower is in full compliance with all applicable Environmental Laws and Borrower has not been notified of any action, suit, proceeding or investigation which calls into question compliance by Borrower with any Environmental Laws or which seeks to suspend, revoke or terminate any license, permit or approval necessary for the generation, handling, storage, treatment or disposal of any Regulated Material.

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           4.16. ERISA . Borrower has furnished to Bank true and complete copies of the latest annual report required to be filed pursuant to Section 104 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), with respect to each employee benefit plan or other plan maintained for employees of Borrower or any Subsidiary and covered by Title IV of ERISA (a " Plan "), and no Termination Event (as hereinafter defined) with respect to any Plan has occurred and is continuing. For the purposes of this Agreement, a " Termination Event " shall mean a "reportable event" as defined in Section 4043(b) of ERISA, or the filing of a notice of intent to terminate under Section 4041 of ERISA. Neither Borrower nor any Subsidiary has any unfunded liability with respect to any such Plan.

           4.17. Investment Company Act . Neither Borrower nor any Subsidiary is an "investment company" as defined in the Investment Company Act of 1940, as amended.

           4.18. Names . Borrower currently conducts all business only under its legal name as set forth above in the introductory section of this Agreement. Except as disclosed on Exhibit 4.18, during the preceding five (5) years Borrower has not (i) been known as or used any other corporate, fictitious or trade name, (ii) been the surviving entity of a merger or consolidation or (iii) acquired all or substantially all of the assets of any Person.

           4.19. Insider . Borrower is not, and no Person having "control" (as that term is defined in 12 U.S.C. §375(b)(5) or in regulations promulgated pursuant thereto) of Borrower is, an "executive officer," "director," or "principal shareholder" (as those terms are defined in 12 U.S.C. §375(b) or in regulations promulgated pursuant thereto) of Bank, of a bank holding company of which Bank is a subsidiary, or of any subsidiary of a bank holding company of which Bank is a subsidiary.

           4.20. Compliance with Covenants; No Default . Borrower is, and upon funding of the Loan will be, in compliance with all of the covenants hereof. No Default has occurred, and the execution, delivery and performance of the Loan Documents and the funding of the Loan will not cause a Default.

           4.21. Full Disclosure . There is no material fact which is known or which should be known by Borrower that Borrower has not disclosed to Bank which could have a Material Adverse Effect. No Loan Document, nor any agreement, document, certificate or statement delivered by Borrower or any Subsidiary to Bank, contains any untrue statement of a material fact or omits to state any material fact which is known or which should be known by Borrower necessary to keep the other statements from being misleading.

           4.22. Additional Representations . Any additional representations or warranties set forth on Exhibit 4.22 (if any) hereto are true and correct in all material respects.

      5 . Affirmative Covenants of Borrower . Borrower covenants and agrees that from the date hereof and until payment in full of the Indebtedness and the formal termination of this Agreement, Borrower and each Subsidiary:

           5.1. Use of Loan Proceeds . Shall use the proceeds of the Loan only for working capital to be used in the operation of Borrower's business and general corporate purposes, and furnish Bank all evidence that it may reasonably require with respect to such use.

           5.2. Maintenance of Business and Properties . Shall at all times maintain, preserve and protect all Collateral and all the remainder of its material property used or useful in the conduct of its business, and keep the same in good repair, working order and condition, and from time to time make, or cause to be made, all material needful and proper repairs, renewals, replacements, betterments and improvements thereto so that the business carried on in connec