SHARES OF ITS EQUITY INTERESTS OR ANY PRE-EMPTIVE RIGHTS
HELD BY ANY PERSON WITH RESPECT TO THE EQUITY INTERESTS OF BORROWERS.
EXCEPT AS
SET FORTH ON SCHEDULE 5.27, BORROWERS HAVE NOT ISSUED ANY SECURITIES CONVERTIBLE
INTO OR EXCHANGEABLE FOR SHARES OF ITS EQUITY INTERESTS OR ANY OPTIONS, WARRANTS
OR OTHER RIGHTS TO ACQUIRE SUCH SHARES OR SECURITIES CONVERTIBLE INTO OR
EXCHANGEABLE FOR SUCH SHARES.
63
5.27.
DELIVERY OF PLAN OF REORGANIZATION, CONFIRMATION
ORDER AND RELATED DOCUMENTATION.
AGENT HAS RECEIVED COMPLETE COPIES OF THE PLAN
OF REORGANIZATION AND CONFIRMATION ORDER (INCLUDING ALL EXHIBITS, SCHEDULES AND
DISCLOSURE LETTERS REFERRED TO THEREIN OR DELIVERED PURSUANT THERETO, IF ANY)
AND ALL AMENDMENTS THERETO, WAIVERS RELATING THERETO AND OTHER SIDE LETTERS OR
AGREEMENTS AFFECTING THE TERMS THEREOF.
NONE OF SUCH DOCUMENTS AND AGREEMENTS
HAS BEEN AMENDED OR SUPPLEMENTED, NOR HAVE ANY OF THE PROVISIONS THEREOF BEEN
WAIVED, EXCEPT PURSUANT TO A WRITTEN AGREEMENT OR INSTRUMENT WHICH HAS
HERETOFORE BEEN DELIVERED TO AGENT.
5.28.
EFFECTIVENESS OF PLAN OF REORGANIZATION. PRIOR TO,
OR UPON THE SIMULTANEOUS, CLOSING OF THE TRANSACTIONS CONTEMPLATED UNDER THIS
AGREEMENT, ALL OF THE EFFECTIVENESS CONDITIONS IN THE PLAN OF REORGANIZATION
SHALL HAVE BEEN SATISFIED AND THE PLAN OF REORGANIZATION SHALL HAVE GONE
EFFECTIVE.
VI.
AFFIRMATIVE COVENANTS.
Each Borrower shall, until payment in full of the Obligations and termination of
this Agreement:
6.1.
PAYMENT OF FEES.
PAY TO AGENT ON DEMAND ALL
REASONABLE AND CUSTOMARY FEES AND EXPENSES WHICH AGENT INCURS IN CONNECTION WITH
(A) THE FORWARDING OF ADVANCE PROCEEDS AND (B) THE ESTABLISHMENT AND MAINTENANCE
OF ANY BLOCKED ACCOUNTS OR DEPOSITORY ACCOUNTS AS PROVIDED FOR IN
SECTION 4.15(H).
AGENT MAY, WITHOUT MAKING DEMAND, CHARGE BORROWERS' ACCOUNT
FOR ALL SUCH FEES AND EXPENSES.
6.2.
CONDUCT OF BUSINESS AND MAINTENANCE OF
EXISTENCE AND ASSETS.
(A) CONDUCT CONTINUOUSLY AND OPERATE ACTIVELY ITS
BUSINESS ACCORDING TO GOOD BUSINESS PRACTICES AND MAINTAIN ALL OF ITS PROPERTIES
USEFUL OR NECESSARY IN ITS BUSINESS IN GOOD WORKING ORDER AND CONDITION
(REASONABLE WEAR AND TEAR EXCEPTED AND EXCEPT AS MAY BE DISPOSED OF IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT), INCLUDING ALL LICENSES, PATENTS,
COPYRIGHTS, DESIGN RIGHTS, TRADENAMES, TRADE SECRETS AND TRADEMARKS AND TAKE ALL
ACTIONS NECESSARY TO ENFORCE AND PROTECT THE VALIDITY OF ANY INTELLECTUAL
PROPERTY RIGHT OR OTHER RIGHT INCLUDED IN THE COLLATERAL; (B) KEEP IN FULL FORCE
AND EFFECT ITS EXISTENCE AND COMPLY IN ALL MATERIAL RESPECTS WITH THE LAWS AND
REGULATIONS GOVERNING THE CONDUCT OF ITS BUSINESS WHERE THE FAILURE TO DO SO
COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT; AND (C) MAKE ALL
SUCH REPORTS AND PAY ALL SUCH FRANCHISE AND OTHER TAXES AND LICENSE FEES AND DO
ALL SUCH OTHER ACTS AND THINGS AS MAY BE LAWFULLY REQUIRED TO MAINTAIN ITS
RIGHTS, LICENSES, LEASES, POWERS AND FRANCHISES UNDER THE LAWS OF THE UNITED
STATES OR ANY POLITICAL SUBDIVISION THEREOF WHERE THE FAILURE TO DO SO COULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
6.3.
VIOLATIONS.
PROMPTLY NOTIFY AGENT IN WRITING
OF ANY VIOLATION OF ANY LAW, STATUTE, REGULATION