all other obligations of each Obligor under this
Agreement and each other Loan Document, Borrower will, and will cause each
Subsidiary to:
5.1
GENERAL COVENANTS.
(A)
PAYMENT OF TAXES AND CLAIMS.
PAY AND
DISCHARGE ALL LAWFUL TAXES IMPOSED UPON ITS INCOME OR PROFITS OR UPON ANY OF ITS
PROPERTY BEFORE THE SAME SHALL BE IN DEFAULT, AND ALL LAWFUL CLAIMS FOR LABOR,
RENTALS, MATERIALS AND SUPPLIES WHICH, IF UNPAID, MIGHT BECOME A LIEN UPON ITS
PROPERTY OR ANY PART THEREOF; PROVIDED, HOWEVER, THAT SUCH PERSON SHALL NOT BE
REQUIRED TO CAUSE TO BE PAID OR DISCHARGED ANY SUCH TAX, ASSESSMENT OR CLAIM SO
LONG AS THE VALIDITY THEREOF SHALL BE CONTESTED IN GOOD FAITH BY APPROPRIATE
PROCEEDINGS, AND ADEQUATE BOOK RESERVES SHALL BE ESTABLISHED WITH RESPECT
THERETO, AND; PROVIDED, FURTHER, SUCH PERSON SHALL PAY SUCH TAX, CHARGE OR CLAIM
(I) BEFORE ANY PROPERTY SUBJECT THERETO SHALL BE SOLD TO SATISFY A LIEN (IF THE
PROPERTY SUBJECT TO SUCH LIEN IS NOT SUBJECT TO A BANK LIEN), AND (II) BEFORE
ANY
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PROPERTY SUBJECT THERETO SHALL BE SUBJECT TO A LIEN TO SECURE SUCH TAX,
ASSESSMENT OR CLAIM (IF THE PROPERTY WHICH MAY BE SUBJECT TO SUCH LIEN IS
SUBJECT TO A BANK LIEN).
(B)
MAINTENANCE OF EXISTENCE.
DO ALL THINGS
NECESSARY TO PRESERVE AND KEEP IN FULL FORCE AND EFFECT ITS EXISTENCE AS A
CORPORATION, LIMITED LIABILITY COMPANY OR PARTNERSHIP, AS APPROPRIATE (EXCEPT,
AS TO SUBSIDIARIES, AS PERMITTED BY SECTION 6.11).
(C)
PRESERVATION OF PROPERTY.
KEEP ITS
PROPERTIES WHICH ARE NECESSARY TO CONTINUE BUSINESS, WHETHER OWNED IN FEE OR
OTHERWISE, OR LEASED, IN GOOD OPERATING CONDITION, ORDINARY WEAR AND TEAR
EXCEPTED, AND COMPLY WITH ALL MATERIAL LEASES TO WHICH IT IS A PARTY OR UNDER
WHICH IT OCCUPIES OR USES PROPERTY SO AS TO PREVENT ANY MATERIAL LOSS OR
FORFEITURE THEREUNDER.
(D)
INSURANCE.
MAINTAIN IN FORCE WITH
FINANCIALLY SOUND AND REPUTABLE INSURERS, POLICIES WITH RESPECT TO ITS PROPERTY
AND BUSINESS AGAINST SUCH CASUALTIES AND CONTINGENCIES (INCLUDING PUBLIC
LIABILITY, LARCENY, EMBEZZLEMENT OR OTHER CRIMINAL MISAPPROPRIATION INSURANCE)
AND IN SUCH AMOUNTS AS IS CUSTOMARY IN THE CASE OF ENTITIES ENGAGED IN THE SAME
OR SIMILAR LINES OF BUSINESS OF COMPARABLE SIZE AND FINANCIAL STRENGTH.
(E)
COMPLIANCE WITH APPLICABLE LAWS.
COMPLY IN
ALL MATERIAL RESPECTS WITH THE REQUIREMENTS OF ALL APPLICABLE LAWS AND ORDERS OF
ANY GOVERNMENTAL AUTHORITY, EXCEPT WHERE CONTESTED IN GOOD FAITH AND BY PROPER
PROCEEDINGS OR WHERE THE FAILURE TO SO COMPLY COULD NOT REASONABLY BE EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT.
(F)
LICENSES.
OBTAIN AND MAINTAIN ALL
MATERIAL LICENSES, PERMITS, FRANCHISES OR OTHER GOVERNMENTAL AUTHORIZATIONS
NECESSARY TO THE OWNERSHIP OF ITS PROPERTIES OR TO THE CONDUCT OF ITS BUSINESS.
5.2
ACCOUNTS, REPORTS AND OTHER INFORMATION.
MAINTAIN A SYSTEM OF ACCOUNTING IN ACCORDANCE WITH GAAP OR SAP, AS APPROPRIATE,
CONSISTENTLY APPLIED, AND FURNISH, OR CAUSE TO BE FURNISHED, TO LENDER THE
FOLLOWING:
(A)
ANNUAL FINANCIAL STATEMENTS.
(I)
AS SOON AS AVAILABLE, BUT IN ANY EVENT WITHIN 105 DAYS AFTER THE
LAST DAY OF EACH FISCAL YEAR OF BORROWER,