VALID AND PERFECTED FIRST PRIORITY LIEN ON
ALL OF THE COLLATERAL, SUBJECT, AS TO PRIORITY ONLY, TO THE CARVE-OUT, THE PARI
PASSU REPLACEMENT LIENS AND THE NON-PRIMED LIENS.
(D)
THE INTERIM ORDER (WITH RESPECT TO THE
PERIOD PRIOR TO ENTRY OF THE FINAL ORDER) OR THE FINAL ORDER (WITH RESPECT TO
THE PERIOD ON AND AFTER ENTRY OF THE FINAL ORDER), AS THE CASE MAY BE, IS IN
FULL FORCE AND EFFECT HAS NOT BEEN REVERSED, STAYED, MODIFIED OR AMENDED WITHOUT
THE AGENT'S AND LENDERS' CONSENT.
SECTION 4.
AFFIRMATIVE COVENANTS
Each Credit Party executing this Agreement jointly and severally agrees as to
all Credit Parties that from and after the date hereof and until the Termination
Date:
4.1.
COMPLIANCE WITH LAWS AND CONTRACTUAL
OBLIGATIONS. EXCEPT FOR OBLIGATIONS WITH RESPECT TO WHICH THE BANKRUPTCY CODE
PROHIBITS ANY CREDIT PARTY FROM COMPLYING, EACH CREDIT PARTY WILL (A) COMPLY
WITH AND SHALL CAUSE EACH OF ITS SUBSIDIARIES TO COMPLY WITH (I) THE
REQUIREMENTS OF ALL APPLICABLE MATERIAL LAWS, RULES, REGULATIONS AND ORDERS OF
ANY GOVERNMENTAL AUTHORITY (INCLUDING, WITHOUT LIMITATION, LAWS, RULES,
REGULATIONS AND ORDERS RELATING TO TAXES, EMPLOYER AND EMPLOYEE CONTRIBUTIONS,
SECURITIES, EMPLOYEE RETIREMENT AND WELFARE BENEFITS, ENVIRONMENTAL PROTECTION
MATTERS AND EMPLOYEE HEALTH AND SAFETY) AS NOW IN EFFECT AND WHICH MAY BE
IMPOSED IN THE FUTURE IN ALL JURISDICTIONS IN WHICH ANY CREDIT PARTY OR ANY OF
ITS SUBSIDIARIES IS NOW DOING BUSINESS OR MAY HEREAFTER BE DOING BUSINESS AND
(II) THE OBLIGATIONS, COVENANTS AND CONDITIONS CONTAINED IN ALL CONTRACTUAL
OBLIGATIONS OF SUCH CREDIT PARTY OR ANY OF ITS SUBSIDIARIES OTHER THAN THOSE
LAWS, RULES, REGULATIONS, ORDERS AND PROVISIONS OF SUCH CONTRACTUAL OBLIGATIONS
THE NONCOMPLIANCE WITH WHICH WOULD NOT BE REASONABLY EXPECTED TO HAVE, EITHER
INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT, AND (B) MAINTAIN OR
OBTAIN AND SHALL CAUSE EACH OF ITS SUBSIDIARIES TO MAINTAIN OR OBTAIN ALL
LICENSES, QUALIFICATIONS AND PERMITS NOW HELD OR HEREAFTER REQUIRED TO BE HELD
BY SUCH CREDIT PARTY OR ANY OF ITS SUBSIDIARIES, FOR WHICH THE LOSS, SUSPENSION,
REVOCATION OR FAILURE TO OBTAIN OR RENEW, WOULD REASONABLY BE EXPECTED TO HAVE,
EITHER INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT. THIS
SECTION 4.1 SHALL NOT PRECLUDE ANY CREDIT PARTY OR ITS SUBSIDIARIES FROM
CONTESTING ANY TAXES OR OTHER PAYMENTS, IF THEY ARE BEING DILIGENTLY CONTESTED
IN GOOD FAITH IN A MANNER WHICH STAYS ENFORCEMENT THEREOF AND IF APPROPRIATE
EXPENSE PROVISIONS HAVE BEEN RECORDED IN CONFORMITY WITH GAAP, SUBJECT TO
SECTION 5.2 AND NO LIEN (OTHER THAN A PERMITTED ENCUMBRANCE) IN RESPECT THEREOF
HAS BEEN CREATED.
32
4.2.
INSURANCE. EACH CREDIT PARTY WILL MAINTAIN OR
CAUSE TO BE MAINTAINED, WITH FINANCIALLY SOUND AND REPUTABLE INSURERS, PUBLIC
LIABILITY AND PROPERTY DAMAGE INSURANCE WITH RESPECT TO ITS BUSINESS AND
PROPERTIES AND THE BUSINESS AND PROPERTIES OF ITS SUBSIDIARIES AGAINST LOSS OR
DAMAGE OF THE KINDS CUSTOMARILY CARRIED OR MAINTAINED BY CORPORATIONS OF
ESTABLISHED REPUTATION ENGAGED IN SIMILAR BUSINESSES AND IN AMOUNTS ACCEPTABLE
TO AGENT AND WILL DELIVER EVIDENCE THEREOF TO AGENT. EACH CREDIT PARTY