EXCISE TAX UNDER THE PROVISIONS OF
THE CODE RELATING TO EMPLOYEE BENEFIT PLANS, OR THE IMPOSITION OF ANY LIEN ON
ANY OF THE RIGHTS, PROPERTIES OR ASSETS OF ANY CREDIT PARTY OR ANY ERISA
AFFILIATE PURSUANT TO TITLE I OR IV OF ERISA OR SUCH PENALTY OR EXCISE TAX
PROVISIONS, IF SUCH LIABILITY OR LIEN, TAKEN TOGETHER WITH ANY OTHER SUCH
LIABILITIES OR LIENS THEN EXISTING WOULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT;
(B)
PROMPT, AND IN ANY EVENT WITHIN THIRTY (30)
DAYS OF RECEIPT THEREOF, COPIES OF ANY NOTICE TO ANY CREDIT PARTY OR ANY
SUBSIDIARY FROM ANY FEDERAL OR STATE GOVERNMENTAL AUTHORITY RELATING TO ANY
ORDER, RULING, STATUTE OR OTHER LAW OR REGULATION THAT WOULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT; AND
(C)
WITH REASONABLE PROMPTNESS, SUCH OTHER DATA
AND INFORMATION RELATING TO THE BUSINESS, OPERATIONS, AFFAIRS, FINANCIAL
CONDITION, ASSETS OR PROPERTIES OF ANY CREDIT PARTY OR ANY OF ITS SUBSIDIARIES
OR RELATING TO THE ABILITY OF ANY CREDIT PARTY TO PERFORM ITS OBLIGATIONS
HEREUNDER AND UNDER THE LOAN DOCUMENTS AS FROM TIME TO TIME MAY BE REASONABLY
REQUESTED BY THE ADMINISTRATIVE AGENT OR ANY LENDER.
SECTION 7.5
ACCURACY OF INFORMATION.
ALL WRITTEN
INFORMATION, REPORTS, STATEMENTS AND OTHER PAPERS AND DATA FURNISHED BY OR ON
BEHALF OF THE COMPANY TO THE ADMINISTRATIVE AGENT OR ANY LENDER WHETHER PURSUANT
TO THIS ARTICLE VII OR ANY OTHER PROVISION OF THIS AGREEMENT, SHALL,
46
AT THE TIME THE SAME IS SO FURNISHED, COMPLY WITH THE REPRESENTATIONS AND
WARRANTIES SET FORTH IN SECTION 6.1(S).
ARTICLE VIII
AFFIRMATIVE COVENANTS
Until all of the Obligations have been paid and satisfied in full and the
Aggregate Commitment terminated, unless consent has been obtained in the manner
provided for in Section 13.2, the Company will, and will cause each of its
Subsidiaries to:
SECTION 8.1
CORPORATE EXISTENCE, ETC.
EXCEPT AS
PERMITTED BY SECTION 10.2 OR SECTION 10.3, PRESERVE AND KEEP IN FULL FORCE AND
EFFECT ITS CORPORATE EXISTENCE AND ALL ITS RIGHTS AND FRANCHISES UNLESS, IN THE
GOOD FAITH JUDGMENT OF THE COMPANY, THE TERMINATION OF OR FAILURE TO PRESERVE
AND KEEP IN FULL FORCE AND EFFECT SUCH CORPORATE EXISTENCE, RIGHT OR FRANCHISE
WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
SECTION 8.2
MAINTENANCE OF PROPERTY.
MAINTAIN AND
KEEP, OR CAUSE TO BE MAINTAINED OR KEPT, ITS PROPERTIES IN GOOD REPAIR (SIMILAR
TO OTHER COMPARABLE RETAILERS), WORKING ORDER AND CONDITION (OTHER THAN ORDINARY
WEAR AND TEAR), SO THAT THE BUSINESS CARRIED ON IN CONNECTION THEREWITH MAY BE
PROPERLY CONDUCTED AT ALL TIMES; PROVIDED, THAT THIS SECTION 8.2 SHALL NOT
PREVENT SUCH PERSON FROM DISCONTINUING THE OPERATION AND THE MAINTENANCE OF ANY
OF ITS PROPERTIES IF SUCH DISCONTINUANCE IS DESIRABLE IN THE CONDUCT OF ITS
BUSINESS AND THE COMPANY HAS CONCLUDED THAT SUCH DISCONTINUANCE WOULD NOT,
INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
SECTION 8.3
INSURANCE.
MAINTAIN WITH FINANCIALLY SOUND
AND REPUTABLE INSURERS, INSURANCE WITH