AND INCLUDING ALL INTANGIBLE
ASSETS), EXCEPT OBSOLETE PROPERTIES WHICH ARE NOT USED OR NECESSARY IN THE
CONDUCT OF ITS BUSINESS, IN GOOD WORKING ORDER AND CONDITION, ORDINARY WEAR AND
TEAR EXCEPTED.
SECTION 6.1.9
MAINTENANCE OF LICENSES AND PERMITS.
THE BORROWERS WILL
MAINTAIN AND PRESERVE, AND WILL CAUSE EACH OF THEIR SUBSIDIARIES TO MAINTAIN AND
PRESERVE, ALL MATERIAL INTELLECTUAL PROPERTY, RIGHTS, PERMITS, LICENSES,
APPROVALS AND PRIVILEGES ISSUED UNDER OR ARISING UNDER ANY REQUIREMENTS OF LAW.
SECTION 6.1.10
EMPLOYEE PLANS.
THE BORROWERS WILL, AND WILL CAUSE EACH OF
THEIR SUBSIDIARIES TO, COMPLY IN ALL MATERIAL RESPECTS WITH THE PROVISIONS OF
ERISA AND THE IRC WHICH ARE APPLICABLE TO ANY OF THE PLANS.
SECTION 6.1.11
COMPLIANCE WITH LAWS.
THE BORROWERS WILL, AND WILL CAUSE EACH
OF THEIR SUBSIDIARIES TO, COMPLY IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE
REQUIREMENTS OF LAW, SUBJECT TO THE MATTERS SET FORTH IN SCHEDULE 5.6.
HOLDINGS
WILL CAUSE ALL REPORTS DESCRIBED ON SCHEDULE 5.6 TO BE FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION ON OR PRIOR TO DECEMBER 15, 2005.
SECTION 6.1.12
REAL ESTATE.
IF THE BORROWERS OR ANY OF ITS SUBSIDIARIES
SHALL OWN, OR ACQUIRE, A FEE OR LEASEHOLD INTEREST IN REAL ESTATE EITHER ON THE
CLOSING DATE OR SUBSEQUENT THERETO, THEN, THE APPLICABLE BORROWER OR SUCH
SUBSIDIARY, AS THE CASE MAY BE, WILL EXECUTE IN FAVOR OF AGENT A NEGATIVE PLEDGE
AGREEMENT IN REGARD THERETO.
54
SECTION 6.1.13
SUBSIDIARY GUARANTY, ETC..
THE BORROWERS SHALL CAUSE EACH OF
THEIR SUBSIDIARIES NOW EXISTING OR HEREAFTER FORMED OR ACQUIRED TO BECOME A
PARTY TO A SUBSIDIARY GUARANTY, A SUBSIDIARY SECURITY AGREEMENT AND A SECURITY
PLEDGE AGREEMENT, AND TO ENTER INTO SUCH OTHER AGREEMENTS AS THE AGENT SHALL
REASONABLY REQUEST WITH RESPECT THERETO AND AS REQUIRED UNDER THE LAWS OF THE
APPLICABLE JURISDICTION AND TO PROVIDE AN OPINION OF COUNSEL TO SUCH SUBSIDIARY
WITH RESPECT THERETO.
SECTION 6.1.14
INVENTORY APPRAISALS.
PROMPTLY, UPON THEIR RECEIPT OF NOTICE
THEREOF FROM AGENT, WHICH NOTICE MAY BE GIVEN BY AGENT AT ANY TIME THAT EITHER
(I) AN EVENT OF DEFAULT EXISTS OR (II) ANY INVENTORY ADVANCES ARE OUTSTANDING,
BORROWERS SHALL, AT THEIR OWN EXPENSE, OBTAIN AN APPRAISAL OF THEIR INVENTORY
FROM AN INDEPENDENT APPRAISER SELECTED OR APPROVED BY, AGENT USING AN APPRAISAL
METHODOLOGY REQUIRED OR APPROVED BY AGENT.
FOR PURPOSES HEREOF, LOANS SHALL BE
CONSIDERED MADE, FIRST, AGAINST ELIGIBLE ACCOUNTS AND, THEN, AGAINST ELIGIBLE
INVENTORY (AND REPAYMENTS OF LOANS SHALL BE CONSIDERED MADE VICE VERSA).
IN
SUCH REGARD, ANY LOANS OUTSTANDING MADE AGAINST ELIGIBLE INVENTORY SHALL BE
CONSIDERED AS "INVENTORY ADVANCES."
SECTION 6.2
NEGATIVE COVENANTS.
THE BORROWERS AGREE THAT UNTIL ALL
COMMITMENTS HAVE TERMINATED AND ALL OBLIGATIONS (OTHER THAN OBLIGATIONS THAT
EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 9.5)
HAVE BEEN PAID AND PERFORMED IN FULL, THE BORROWERS WILL PERFORM THE OBLIGATIONS
SET FORTH IN THIS SECTION 6.2.
SECTION 6.2.1
BUSINESS ACTIVITIES.
THE BORROWERS WILL NOT, AND WILL NOT
PERMIT ANY SUBSIDIARY TO, ENGAGE IN ANY BUSINESS ACTIVITY, EXCEPT THOSE IN WHICH
A BORROWER AND ITS SUBSIDIARIES ARE ENGAGED ON THE