CORPORATION
ACT, BORROWER SHALL TAKE ALL ACTIONS AS ARE NECESSARY TO REPLACE THE PHYSICIAN
NOMINEE WITH A LICENSED PHYSICIAN IN THE STATE OF CALIFORNIA WHO IS A LICENSED
PROFESSIONAL IN ACCORDANCE WITH THE CALIFORNIA PROFESSIONAL CORPORATION ACT, WHO
IS SOLVENT AND WHO HAS NOT CONSENTED TO ANY PROCEEDING AGAINST HIM UNDER ANY
DEBTOR RELIEF LAW OR MADE AN ASSIGNMENT FOR THE BENEFIT OF CREDITORS.
SECTION 6.19
POST-CLOSING COVENANTS.
THE BORROWER SHALL TAKE, AND CAUSE
EACH OTHER APPLICABLE LOAN PARTY TO TAKE, ALL ACTIONS SET FORTH IN SECTION 4.15
OF THE COLLATERAL AGREEMENT AND IN SECTION 4.9 OF THE FIRST LIEN SECURITY
AGREEMENT (RECEIVABLES).
80
ARTICLE VII
NEGATIVE COVENANTS
So long as any Lender shall have any Commitment hereunder, any Loan or other
Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit
shall remain outstanding, Borrower shall not, nor shall Borrower permit any
other Loan Party or any Pledged Subsidiary, to, directly or indirectly:
SECTION 7.01
LIENS.
CREATE, INCUR, ASSUME OR SUFFER TO EXIST ANY LIEN
UPON ANY OF ITS PROPERTY, ASSETS OR REVENUES, WHETHER NOW OWNED OR HEREAFTER
ACQUIRED, OR SIGN OR FILE OR SUFFER TO EXIST UNDER THE UNIFORM COMMERCIAL CODE
OF ANY JURISDICTION A FINANCING STATEMENT THAT NAMES BORROWER, ANY OTHER LOAN
PARTY OR ANY PLEDGED SUBSIDIARY AS DEBTOR, OR ASSIGN ANY ACCOUNTS OR OTHER RIGHT
TO RECEIVE INCOME, OTHER THAN THE FOLLOWING:
(A)
LIENS PURSUANT TO ANY COLLATERAL DOCUMENT;
(B)
LIENS EXISTING ON THE DATE HEREOF AND LISTED ON
SCHEDULE 5.08(B) (BUT NOT INCLUDING ANY LIENS REFERRED TO IN CLAUSE (M) BELOW)
AND ANY RENEWALS OR EXTENSIONS THEREOF, PROVIDED THAT (I) THE PROPERTY COVERED
THEREBY IS NOT CHANGED, (II) THE AMOUNT SECURED OR BENEFITED THEREBY IS NOT
INCREASED EXCEPT AS CONTEMPLATED BY SECTION 7.02(D), (III) THE DIRECT OR ANY
CONTINGENT OBLIGOR WITH RESPECT THERETO IS NOT CHANGED, AND (IV) ANY RENEWAL OR
EXTENSION OF THE OBLIGATIONS SECURED OR BENEFITED THEREBY IS PERMITTED BY
SECTION 7.02(D);
(C)
LIENS FOR TAXES NOT YET DUE OR WHICH ARE BEING CONTESTED IN GOOD
FAITH AND BY APPROPRIATE PROCEEDINGS DILIGENTLY CONDUCTED, IF ADEQUATE RESERVES
WITH RESPECT THERETO ARE MAINTAINED ON THE BOOKS OF THE APPLICABLE PERSON IN
ACCORDANCE WITH GAAP;
(D)
CARRIERS', WAREHOUSEMEN'S, MECHANICS', MATERIALMEN'S, REPAIRMEN'S
OR OTHER LIKE LIENS ARISING IN THE ORDINARY COURSE OF BUSINESS WHICH ARE NOT
OVERDUE FOR A PERIOD OF MORE THAN 30 DAYS OR WHICH ARE BEING CONTESTED IN GOOD
FAITH AND BY APPROPRIATE PROCEEDINGS DILIGENTLY CONDUCTED, IF ADEQUATE RESERVES
WITH RESPECT THERETO ARE MAINTAINED ON THE BOOKS OF THE APPLICABLE PERSON;
(E)
PLEDGES OR DEPOSITS IN THE ORDINARY COURSE OF BUSINESS IN
CONNECTION WITH WORKERS' COMPENSATION, UNEMPLOYMENT INSURANCE AND OTHER SOCIAL
SECURITY LEGISLATION, OTHER THAN ANY LIEN IMPOSED BY ERISA THAT COULD REASONABLY
BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT;
(F)
DEPOSITS TO SECURE THE PERFORMANCE OF BIDS, TRADE CONTRACTS AND
LEASES (OTHER THAN INDEBTEDNESS), STATUTORY OBLIGATIONS, SURETY AND APPEAL
BONDS, PERFORMANCE BONDS AND OTHER OBLIGATIONS OF A LIKE NATURE INCURRED IN THE
ORDINARY COURSE OF BUSINESS;
(G)
SURVEY EXCEPTIONS,