SET FORTH IN EXHIBIT C-2, APPLICABLE TO
SUCH CREDIT PARTY IN ACCORDANCE WITH THE TERMS THEREOF, AND REPRESENTS AND
WARRANTS TO THE LENDER PARTIES THAT THE REPRESENTATIONS AND WARRANTIES THEREON
CONTAINED ARE TRUE, CORRECT AND COMPLETE IN ALL MATERIAL RESPECTS (EXCEPT TO THE
EXTENT ALREADY QUALIFIED BY MATERIALITY, IN WHICH CASE IT SHALL HAVE BEEN TRUE
AND CORRECT IN ALL RESPECTS) AND SHALL NOT HAVE BEEN FALSE OR MISLEADING IN ANY
RESPECT TAKEN AS A WHOLE AND IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH IT WAS
MADE OR FURNISHED.
6.2
CONDUCT OF BUSINESS; MAINTENANCE OF EXISTENCE AND ASSETS
Each Credit Party shall, and shall cause each of its Subsidiaries to:
(A)
ENGAGE SOLELY IN THE BUSINESS IN ACCORDANCE WITH GOOD BUSINESS
PRACTICES CUSTOMARY TO ITS INDUSTRY, AND USE COMMERCIALLY REASONABLE EFFORTS TO
PRESERVE THE GOODWILL AND BUSINESS OF THE CUSTOMERS, SUPPLIERS AND OTHERS HAVING
MATERIAL BUSINESS RELATIONS WITH IT;
(B)
USE COMMERCIALLY REASONABLE EFFORTS TO COLLECT ITS ACCOUNTS IN THE
ORDINARY COURSE OF BUSINESS;
(C)
MAINTAIN AND PRESERVE ALL OF ITS MATERIAL PROPERTIES USED OR
USEFUL IN ITS BUSINESS IN GOOD WORKING ORDER AND CONDITION (NORMAL WEAR AND TEAR
EXCEPTED AND EXCEPT AS MAY BE DISPOSED OF IN ACCORDANCE WITH THE TERMS OF THE
LOAN DOCUMENTS) AND FROM TIME TO TIME MAKE ALL REASONABLY NECESSARY REPAIRS,
RENEWALS AND REPLACEMENTS THEREOF;
(D)
EXCEPT AS PERMITTED UNDER SECTION 7.4(H), MAINTAIN AND PRESERVE IN
FULL FORCE AND EFFECT ITS ORGANIZATIONAL EXISTENCE UNDER THE LAWS OF ITS STATE
OR JURISDICTION OF INCORPORATION, ORGANIZATION OR FORMATION, AS APPLICABLE;
(E)
MAINTAIN AND PRESERVE IN FULL FORCE AND EFFECT ALL PERMITS AND
QUALIFICATIONS TO DO BUSINESS AND REMAIN IN GOOD STANDING (TO THE EXTENT SUCH
CONCEPT APPLIES TO SUCH ENTITY) IN EACH JURISDICTION IN WHICH THE OWNERSHIP OR
LEASE OF ITS PROPERTY OR THE NATURE OF ITS BUSINESS MAKES SUCH PERMITS OR
QUALIFICATION NECESSARY, IN EACH CASE EXCEPT AS WOULD NOT REASONABLY BE EXPECTED
TO RESULT IN, EITHER INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE
EFFECT; AND
22
(F)
MAINTAIN, COMPLY WITH AND KEEP IN FULL FORCE AND EFFECT AND RENEW
ITS RIGHTS IN INTELLECTUAL PROPERTY EXCEPT WHERE THE NON-PRESERVATION,
NON-COMPLIANCE OR LOSS OF WHICH OR FAILURE TO MAINTAIN WOULD NOT REASONABLY BE
EXPECTED TO RESULT, EITHER INDIVIDUALLY OR IN THE AGGREGATE, IN A MATERIAL
ADVERSE EFFECT.
6.3
COMPLIANCE WITH LEGAL AND OTHER OBLIGATIONS
Each Credit Party shall, and shall cause each of its Subsidiaries to:
(A)
COMPLY WITH ALL LAWS, STATUTES, RULES, REGULATIONS, ORDINANCES AND
TARIFFS OF ALL GOVERNMENTAL AUTHORITIES APPLICABLE TO IT OR ITS BUSINESS,
PROPERTIES OR OPERATIONS, EXCEPT WHERE THE FAILURE TO COMPLY WOULD NOT
REASONABLY BE EXPECTED TO RESULT IN, EITHER INDIVIDUALLY OR IN THE AGGREGATE, A
MATERIAL ADVERSE EFFECT;
(B)
COMPLY IN ALL MATERIAL RESPECTS WITH THE SECURITIES ACT AND
EXCHANGE ACT AND THE RULES PROMULGATED UNDER SUCH ACTS IN ALL MATERIAL RESPECTS
AND MAKE ALL MATERIAL FILINGS REQUIRED BY SUCH ACTS WITHIN THE REQUIRED FILING
PERIOD;
(C)
PAY ALL TAXES, ASSESSMENTS, GOVERNMENTAL FEES AND CHARGES EXCEPT
TAXES, ASSESSMENTS, GOVERNMENTAL