OR OPERATIONS OF ANY GROUP MEMBER AS THE
ADMINISTRATIVE AGENT OR SUCH LENDER THROUGH THE ADMINISTRATIVE AGENT MAY FROM
TIME TO TIME REASONABLY REQUEST.
7
AFFIRMATIVE COVENANTS
Each of Holdings and the Borrower (and, to the extent set forth in any other
Loan Document, each other Loan Party) agrees with the Lenders, the L/C Issuers
and the Administrative Agent to each of the following, as long as any Obligation
or any Commitment remains outstanding:
84
7.1
MAINTENANCE OF CORPORATE EXISTENCE.
EACH
GROUP MEMBER SHALL (A) PRESERVE AND MAINTAIN ITS LEGAL EXISTENCE, EXCEPT IN THE
CONSUMMATION OF TRANSACTIONS EXPRESSLY PERMITTED BY SECTIONS 8.4 AND 8.7, AND
(B) PRESERVE AND MAINTAIN IT RIGHTS (CHARTER AND STATUTORY), PRIVILEGES
FRANCHISES AND PERMITS NECESSARY OR DESIRABLE IN THE CONDUCT OF ITS BUSINESS,
EXCEPT, IN THE CASE OF THIS CLAUSE (B), WHERE THE FAILURE TO DO SO WOULD NOT, IN
THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT.
7.2
COMPLIANCE WITH LAWS, ETC.
EACH GROUP MEMBER
SHALL COMPLY WITH ALL APPLICABLE REQUIREMENTS OF LAW, CONTRACTUAL OBLIGATIONS
AND PERMITS, EXCEPT FOR SUCH FAILURES TO COMPLY THAT WOULD NOT, IN THE
AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT.
7.3
PAYMENT OF OBLIGATIONS.
EACH GROUP MEMBER
SHALL PAY OR DISCHARGE BEFORE THEY BECOME DELINQUENT (A) ALL MATERIAL CLAIMS,
TAXES, ASSESSMENTS, CHARGES AND LEVIES IMPOSED BY ANY GOVERNMENTAL AUTHORITY AND
(B) ALL OTHER LAWFUL CLAIMS THAT IF UNPAID WOULD, BY THE OPERATION OF APPLICABLE
REQUIREMENTS OF LAW, BECOME A LIEN UPON ANY PROPERTY OF ANY GROUP MEMBER,
EXCEPT, IN EACH CASE, FOR THOSE WHOSE AMOUNT OR VALIDITY IS BEING CONTESTED IN
GOOD FAITH BY PROPER PROCEEDINGS DILIGENTLY CONDUCTED AND FOR WHICH ADEQUATE
RESERVES ARE MAINTAINED ON THE BOOKS OF THE APPROPRIATE GROUP MEMBER IN
ACCORDANCE WITH GAAP.
7.4
MAINTENANCE OF PROPERTY.
EACH GROUP MEMBER
SHALL MAINTAIN AND PRESERVE (A) IN GOOD WORKING ORDER AND CONDITION ALL OF ITS
PROPERTY NECESSARY IN THE CONDUCT OF ITS BUSINESS AND (B) ALL RIGHTS, PERMITS,
LICENSES, APPROVALS AND PRIVILEGES (INCLUDING ALL PERMITS) NECESSARY, USED OR
USEFUL, WHETHER BECAUSE OF ITS OWNERSHIP, LEASE, SUBLEASE OR OTHER OPERATION OR
OCCUPATION OF PROPERTY OR OTHER CONDUCT OF ITS BUSINESS, AND SHALL MAKE ALL
NECESSARY OR APPROPRIATE FILINGS WITH, AND GIVE ALL REQUIRED NOTICES TO,
GOVERNMENT AUTHORITIES, EXCEPT FOR SUCH FAILURES TO MAINTAIN AND PRESERVE THE
ITEMS SET FORTH IN CLAUSES (A) AND (B) ABOVE THAT WOULD NOT, IN THE AGGREGATE,
HAVE A MATERIAL ADVERSE EFFECT.
7.5
MAINTENANCE OF INSURANCE.
EACH GROUP MEMBER
SHALL (A) MAINTAIN OR CAUSE TO BE MAINTAINED IN FULL FORCE AND EFFECT ALL
POLICIES OF INSURANCE OF ANY KIND WITH RESPECT TO THE PROPERTY AND BUSINESSES OF
THE GROUP MEMBERS (INCLUDING POLICIES OF LIFE, FIRE, THEFT, PRODUCT LIABILITY,
PUBLIC LIABILITY, PROPERTY DAMAGE, OTHER CASUALTY, EMPLOYEE FIDELITY, WORKERS'
COMPENSATION, BUSINESS INTERRUPTION AND EMPLOYEE HEALTH AND WELFARE INSURANCE)
WITH FINANCIALLY SOUND AND REPUTABLE INSURANCE COMPANIES OR ASSOCIATIONS (IN
EACH CASE THAT ARE NOT AFFILIATES OF THE BORROWER) OF A NATURE AND PROVIDING
SUCH COVERAGE AS IS SUFFICIENT AND AS IS CUSTOMARILY CARRIED BY BUSINESSES OF
THE SIZE