NO LITIGATION, INQUIRY, INJUNCTION OR RESTRAINING ORDER
SHALL BE PENDING, ENTERED OR THREATENED THAT, IN THE REASONABLE OPINION OF THE
LENDER, COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON THE
TRANSACTIONS CONTEMPLATED HEREBY, THE BUSINESS, ASSETS, RESULTS OF OPERATIONS,
FINANCIAL CONDITION OR PROSPECTS OF THE BORROWERS AND THEIR SUBSIDIARIES, TAKEN
AS A WHOLE, THE ABILITY OF THE BORROWERS OR ANY OF THEIR SUBSIDIARIES TO PERFORM
THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS OR THE RIGHTS AND REMEDIES OF THE
LENDER UNDER THE LOAN DOCUMENTS.
ARTICLE VI
AFFIRMATIVE COVENANTS
Each Borrower covenants and agrees that, until payment in full of all
Obligations, such Borrower shall comply with all of the covenants contained in
this Article VI.
SECTION 6.01.
CORPORATE EXISTENCE.
EACH OF THE BORROWERS SHALL AT ALL TIMES
PRESERVE AND MAINTAIN ITS EXISTENCE, RIGHTS, FRANCHISES AND PRIVILEGES, AND
SHALL AT ALL TIMES CONTINUE AS GOING CONCERNS IN THE BUSINESS WHICH THE
BORROWERS ARE PRESENTLY CONDUCTING, OTHER THAN PURSUANT TO A MERGER OR
CONSOLIDATION (I) BETWEEN BORROWERS, (II) BETWEEN SUBSIDIARIES OF BORROWERS THAT
ARE INACTIVE SUBSIDIARIES (III) BETWEEN SUBSIDIARIES OF BORROWERS THAT ARE NOT
INACTIVE SUBSIDIARIES OR (IV) BETWEEN A BORROWER AND A SUBSIDIARY THAT IS NOT AN
INACTIVE SUBSIDIARY WHERE THE BORROWER IS THE SURVIVING PERSON.
SECTION 6.02.
MAINTAIN INSURANCE.
THE BORROWERS SHALL AT ALL TIMES INSURE AND
KEEP INSURED IN INSURANCE COMPANIES REASONABLY ACCEPTABLE TO THE LENDER, ALL
INSURABLE PROPERTY OWNED BY THEM WHICH IS OF A CHARACTER USUALLY INSURED BY
COMPANIES SIMILARLY SITUATED AND OPERATING LIKE PROPERTIES, AGAINST LOSS OR
DAMAGE FROM FIRE AND SUCH OTHER HAZARDS OR RISKS AS ARE CUSTOMARILY INSURED
AGAINST BY COMPANIES SIMILARLY SITUATED AND OPERATING LIKE PROPERTIES; AND SHALL
SIMILARLY INSURE EMPLOYERS', PUBLIC AND PROFESSIONAL LIABILITY RISKS.
SECTION 6.03.
TAX LIABILITIES.
THE BORROWERS SHALL AT ALL TIMES PAY AND
DISCHARGE ALL PROPERTY AND OTHER TAXES, ASSESSMENTS AND GOVERNMENTAL CHARGES
UPON, AND ALL CLAIMS (INCLUDING CLAIMS FOR LABOR, MATERIALS AND SUPPLIES)
AGAINST THE BORROWERS OR ANY OF THEIR PROPERTIES, EQUIPMENT OR INVENTORY, BEFORE
THE SAME SHALL BECOME DELINQUENT AND BEFORE PENALTIES ACCRUE THEREON, UNLESS AND
TO THE EXTENT THAT THE SAME ARE BEING CONTESTED IN GOOD FAITH BY APPROPRIATE
PROCEEDINGS.
SECTION 6.04.
NOTICE OF PROCEEDINGS.
THE BORROWERS SHALL, IMMEDIATELY AFTER
KNOWLEDGE THEREOF SHALL HAVE COME TO THE ATTENTION OF THE GENERAL COUNSEL OF ANY
BORROWER, GIVE WRITTEN NOTICE TO THE LENDER OF ALL THREATENED OR PENDING
ACTIONS, SUITS, AND PROCEEDINGS BEFORE ANY COURT OR GOVERNMENTAL DEPARTMENT,
COMMISSION, BOARD OR OTHER ADMINISTRATIVE AGENCY WHICH WOULD REASONABLY BE
EXPECTED TO HAVE A MATERIALLY ADVERSE EFFECT.
SECTION 6.05.
NOTICE OF DEFAULT.
THE BORROWERS SHALL, IMMEDIATELY AFTER THE
COMMENCEMENT THEREOF, GIVE NOTICE TO THE LENDER IN WRITING OF THE OCCURRENCE OF
AN EVENT OF DEFAULT OR OF ANY EVENT WHICH, WITH THE LAPSE OF TIME, THE GIVING OF
NOTICE OR BOTH, WOULD CONSTITUTE AN EVENT OF DEFAULT HEREUNDER.
SECTION 6.06.
COMPLIANCE WITH LAWS.
THE BORROWERS SHALL COMPLY WITH THE
REQUIREMENTS OF ALL APPLICABLE LAWS, RULES, REGULATIONS, AND ORDERS OF ANY
GOVERNMENTAL AUTHORITY, OTHER THAN LAWS, RULES,