NECESSARY IN
CONNECTION WITH THE TRANSACTIONS SHALL HAVE BEEN OBTAINED AND BE IN FULL FORCE
AND EFFECT.
(T)
THERE SHALL NOT BE ANY PENDING OR THREATENED LITIGATION OR OTHER
PROCEEDINGS (PRIVATE OR GOVERNMENTAL) WITH RESPECT TO ANY OF THE TRANSACTIONS.
ARTICLE V
AFFIRMATIVE COVENANTS
Each Loan Party covenants and agrees with each Lender that until the Commitments
have been terminated and the principal of and interest on each Loan, all Fees
and all other expenses or amounts payable under any Loan Document shall have
been paid in full, each Loan Party will, and will cause each of its Subsidiaries
to:
SECTION 5.01.
EXISTENCE; COMPLIANCE WITH LAWS AND CONTRACTUAL
OBLIGATIONS; BUSINESSES AND PROPERTIES.
(A)
DO OR CAUSE TO BE DONE ALL THINGS
NECESSARY TO PRESERVE, RENEW AND KEEP IN FULL FORCE AND EFFECT ITS LEGAL
EXISTENCE UNDER THE LAWS OF ITS JURISDICTION OF ORGANIZATION, EXCEPT AS
OTHERWISE EXPRESSLY PERMITTED UNDER SECTION 6.05.
(B)
(I) DO OR CAUSE TO BE DONE ALL THINGS NECESSARY TO OBTAIN, PRESERVE,
RENEW, EXTEND AND KEEP IN FULL FORCE AND EFFECT THE RIGHTS, LICENSES, PERMITS,
FRANCHISES, AUTHORIZATIONS, PATENTS, COPYRIGHTS, TRADEMARKS AND TRADE NAMES
NECESSARY OR DESIRABLE TO THE CONDUCT OF ITS BUSINESS, (II) MAINTAIN AND OPERATE
SUCH BUSINESS IN SUBSTANTIALLY THE MANNER IN WHICH IT IS PRESENTLY CONDUCTED AND
OPERATED, (III) COMPLY WITH (A) APPLICABLE LAWS, RULES, REGULATIONS AND DECREES
AND ORDERS OF ANY GOVERNMENTAL AUTHORITY (INCLUDING ENVIRONMENTAL LAWS AND
ERISA), WHETHER NOW IN EFFECT OR HEREAFTER ENACTED AND (B) THE OBLIGATIONS,
COVENANTS AND CONDITIONS CONTAINED IN ANY MATERIAL INDENTURE, AGREEMENT OR OTHER
AGREEMENT AND (IV)
MAINTAIN AND PRESERVE ALL PROPERTY NECESSARY OR DESIRABLE TO
THE CONDUCT OF SUCH BUSINESS AND KEEP SUCH PROPERTY IN GOOD REPAIR, WORKING
ORDER AND CONDITION AND FROM TIME TO TIME MAKE, OR CAUSE TO BE MADE, ALL
REPAIRS, RENEWALS, ADDITIONS, IMPROVEMENTS AND REPLACEMENTS THERETO NECESSARY OR
DESIRABLE TO THE CONDUCT OF ITS BUSINESS.
(C)
COMPLY WITH THE OBLIGATIONS CONTAINED IN THE SECURITIES PURCHASE
AGREEMENT, DATED AS OF SEPTEMBER 8, 2006, BETWEEN THE PARENT AND THE PURCHASERS
PARTY THERETO, TO CONSUMMATE THE SALE AND PURCHASE OF THE SERIES B PREFERRED
STOCK ON THE LATTER OF (I) OCTOBER 26, 2006 AND (II) THE EARLIER OF (X) THE
FIRST DATE UPON WHICH AVISTA IS NO LONGER A LENDER HEREUNDER (WHETHER AS A
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RESULT OF PREPAYMENT, ASSIGNMENT OR OTHERWISE) OR (Y) THE SECOND DAY FOLLOWING
THE DAY IN WHICH AVISTA PROVIDES WRITTEN NOTICE TO THE PARENT OF ITS DESIRE TO
CONSUMMATE SUCH SALE AND PURCHASE OF THE SERIES B PREFERRED STOCK.
SECTION 5.02.
INSURANCE.
(A)
KEEP ITS INSURABLE PROPERTIES
ADEQUATELY INSURED AT ALL TIMES BY FINANCIALLY SOUND AND REPUTABLE INSURERS TO
SUCH EXTENT AND AGAINST SUCH RISKS, INCLUDING FIRE AND OTHER RISKS INSURED
AGAINST BY EXTENDED COVERAGE, AS IS CUSTOMARY WITH COMPANIES IN THE SAME OR
SIMILAR BUSINESSES OPERATING IN THE SAME OR SIMILAR LOCATIONS.
(B)
DELIVER ORIGINAL OR CERTIFIED COPIES OF ALL SUCH POLICIES TO THE
ADMINISTRATIVE AGENT PROMPTLY UPON REQUEST THEREFOR; DELIVER TO THE
ADMINISTRATIVE AGENT, PRIOR TO THE CANCELLATION, MODIFICATION