THE STATEMENTS CONTAINED
THEREIN OR HEREIN, TAKEN AS A WHOLE, NOT MISLEADING.
(T)
SINCE THE DATE HEREOF THERE HAS BEEN NO CHANGE TO THE CHARTER OR
BY-LAWS OF THE BORROWER THAT MATERIALLY ADVERSELY AFFECTS THE RIGHTS OF THE
LENDERS.
ARTICLE V
COVENANTS OF THE BORROWER
SECTION 5.01.
AFFIRMATIVE COVENANTS.
The Borrower covenants that it will, and, other than in subsections (f) and
(h) below, will cause each Material Subsidiary to, so long as any amount owing
hereunder shall remain unpaid or any Lender shall have any Commitment hereunder,
unless the Majority Lenders shall otherwise consent in writing:
(A)
PAYMENT OF TAXES, ETC.
PAY AND DISCHARGE ALL TAXES, ASSESSMENTS
AND GOVERNMENTAL CHARGES OR LEVIES IMPOSED UPON IT OR UPON ITS INCOME OR
PROFITS, OR UPON ANY
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PROPERTIES BELONGING TO IT, PRIOR TO THE DATE ON WHICH PENALTIES ATTACH THERETO,
AND ALL LAWFUL CLAIMS THAT, IF UNPAID, MIGHT BECOME A LIEN UPON ANY OF ITS
PROPERTIES OR RESULT IN A MATERIAL ADVERSE CHANGE; PROVIDED IT SHALL NOT BE
REQUIRED TO PAY ANY SUCH TAX, ASSESSMENT, CHARGE, LEVY OR CLAIM THAT IS BEING
CONTESTED IN GOOD FAITH AND BY PROPER PROCEEDINGS.
(B)
PERFORMANCE AND COMPLIANCE WITH OTHER AGREEMENTS.
PERFORM AND
COMPLY WITH EACH OF THE MATERIAL PROVISIONS OF EACH MATERIAL INDENTURE, CREDIT
AGREEMENT, CONTRACT OR OTHER AGREEMENT BY WHICH IT IS BOUND, NON-PERFORMANCE OR
NON-COMPLIANCE WITH WHICH RESULTS IN A MATERIAL ADVERSE CHANGE, EXCEPT MATERIAL
CONTRACTS OR OTHER AGREEMENTS BEING CONTESTED IN GOOD FAITH.
(C)
PRESERVATION OF CORPORATE EXISTENCE, CONDUCT OF BUSINESS, ETC.
PRESERVE AND MAINTAIN ITS CORPORATE EXISTENCE IN THE JURISDICTION OF ITS
INCORPORATION, AND QUALIFY AND REMAIN QUALIFIED AS A FOREIGN CORPORATION IN GOOD
STANDING IN EACH JURISDICTION IN WHICH SUCH QUALIFICATION IS NECESSARY OR
DESIRABLE IN VIEW OF ITS BUSINESS AND OPERATIONS OR THE OWNERSHIP OF ITS
PROPERTIES, EXCEPT WHERE THE FAILURE TO BE SO QUALIFIED DOES NOT RESULT IN A
MATERIAL ADVERSE CHANGE.
(D)
COMPLIANCE WITH LAWS, BUSINESS AND PROPERTIES.
COMPLY WITH THE
REQUIREMENTS OF ALL APPLICABLE LAWS (INCLUDING ERISA AND ENVIRONMENTAL LAWS),
RULES, REGULATIONS AND ORDERS OF ANY GOVERNMENTAL AUTHORITY, NON-COMPLIANCE WITH
WHICH RESULTS IN A MATERIAL ADVERSE CHANGE, EXCEPT LAWS, RULES, REGULATIONS AND
ORDERS BEING CONTESTED IN GOOD FAITH.
AT ALL TIMES MAINTAIN AND PRESERVE ALL
PROPERTY MATERIAL TO THE CONDUCT OF ITS BUSINESS AND KEEP SUCH PROPERTY IN GOOD
REPAIR, WORKING ORDER AND CONDITION AND FROM TIME TO TIME MAKE, OR CAUSE TO BE
MADE, ALL NEEDFUL AND PROPER REPAIRS, RENEWALS, ADDITIONS, IMPROVEMENTS AND
REPLACEMENTS THERETO NECESSARY IN ORDER THAT THE BUSINESS CARRIED ON IN
CONNECTION THEREWITH MAY BE PROPERLY CONDUCTED AT ALL TIMES AS CURRENTLY
CONDUCTED.
(E)
MAINTENANCE OF INSURANCE.
MAINTAIN INSURANCE IN EFFECT AT ALL
TIMES IN SUCH AMOUNTS AND COVERING SUCH RISKS AS ARE USUALLY CARRIED BY
COMPANIES OF A SIMILAR SIZE, ENGAGED IN SIMILAR BUSINESSES AND OWNING SIMILAR
PROPERTIES IN THE SAME GENERAL GEOGRAPHICAL AREA IN WHICH THE BORROWER OR SUCH
MATERIAL SUBSIDIARY OPERATES, EITHER WITH RESPONSIBLE AND REPUTABLE INSURANCE
COMPANIES OR ASSOCIATIONS, OR, IN WHOLE OR IN PART, BY