AND COPYRIGHTS, AND ALL APPLICATIONS
THEREFOR AND LICENSES THEREOF, OF THE U.S. BORROWER OR ANY OF ITS RESTRICTED
SUBSIDIARIES, SHOWING AS OF THE CLOSING DATE THE JURISDICTION IN WHICH
REGISTERED AND THE REGISTRATION NUMBERS.
(V)
RESTRICTED SUBSIDIARIES.
ALL SUBSIDIARIES OF EACH LOAN PARTY ARE
RESTRICTED SUBSIDIARIES, AND THERE EXISTS NO UNRESTRICTED SUBSIDIARY OF ANY LOAN
PARTY AS OF THE CLOSING DATE.
(W)
SENIOR INDEBTEDNESS.
THE OBLIGATIONS OF THE U.S. BORROWER UNDER
THE LOAN DOCUMENTS CONSTITUTE "SENIOR INDEBTEDNESS" AND "DESIGNATED SENIOR
INDEBTEDNESS" OF THE U.S. BORROWER UNDER AND AS DEFINED IN THE SUBORDINATED DEBT
DOCUMENTS.
THE OBLIGATIONS OF EACH SUBSIDIARY GUARANTOR UNDER THE GUARANTEE AND
COLLATERAL AGREEMENT CONSTITUTE "GUARANTOR SENIOR INDEBTEDNESS" OF SUCH
SUBSIDIARY GUARANTOR UNDER AND AS DEFINED IN THE SUBORDINATED DEBT DOCUMENTS.
ARTICLE V
COVENANTS OF THE BORROWERS
SECTION 5.01.
Affirmative Covenants.
So long as any Advance shall remain
unpaid, any Letter of Credit shall be outstanding or any Lender Party shall have
any Commitment hereunder, each Borrower will:
(A)
COMPLIANCE WITH LAWS, ETC.
COMPLY, AND CAUSE EACH OF ITS
SUBSIDIARIES TO COMPLY, IN ALL MATERIAL RESPECTS, WITH ALL APPLICABLE LAWS,
RULES, REGULATIONS AND ORDERS, SUCH COMPLIANCE TO INCLUDE, WITHOUT LIMITATION,
COMPLIANCE WITH ERISA, AND THE RACKETEER INFLUENCED AND CORRUPT ORGANIZATIONS
CHAPTER OF THE ORGANIZED CRIME CONTROL ACT OF 1970, EXCEPT SUCH AS MAY BE
CONTESTED IN GOOD FAITH OR AS TO WHICH A BONA FIDE DISPUTE MAY EXIST AND EXCEPT
TO THE EXTENT THAT NONCOMPLIANCE THEREWITH COULD NOT REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT.
(B)
PAYMENT OF TAXES, ETC.
PAY AND DISCHARGE, AND CAUSE EACH OF ITS
SUBSIDIARIES TO PAY AND DISCHARGE, BEFORE THE SAME SHALL BECOME DELINQUENT, (I)
ALL MATERIAL TAXES, ASSESSMENTS
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AND GOVERNMENTAL CHARGES OR LEVIES IMPOSED UPON IT OR UPON ITS PROPERTY PRIOR TO
THE DATE ON WHICH MATERIAL PENALTIES ATTACH THERETO, AND (II) ALL LAWFUL
MATERIAL CLAIMS THAT, IF UNPAID, MIGHT BY LAW BECOME A MATERIAL LIEN UPON THE
PROPERTY OF THE U.S. BORROWER OR ITS RESTRICTED SUBSIDIARIES NOT OTHERWISE
EXPRESSLY PERMITTED UNDER THIS AGREEMENT; PROVIDED, HOWEVER, THAT NEITHER
BORROWER NOR ANY OF ITS SUBSIDIARIES SHALL BE REQUIRED TO PAY OR DISCHARGE ANY
SUCH TAX, ASSESSMENT, CHARGE OR CLAIM THAT IS BEING CONTESTED IN GOOD FAITH AND
BY PROPER PROCEEDINGS AND AS TO WHICH APPROPRIATE RESERVES (IN THE GOOD FAITH
JUDGMENT OF ITS MANAGEMENT) ARE BEING MAINTAINED IN ACCORDANCE WITH GAAP.
(C)
MAINTENANCE OF INSURANCE.
MAINTAIN, AND CAUSE EACH OF ITS
RESTRICTED SUBSIDIARIES TO MAINTAIN, INSURANCE WITH RESPONSIBLE AND REPUTABLE
INSURANCE COMPANIES OR ASSOCIATIONS (AT THE TIME THE RELEVANT COVERAGE IS PLACED
OR RENEWED) IN SUCH AMOUNTS AND COVERING SUCH RISKS AS IS USUALLY CARRIED BY
COMPANIES ENGAGED IN THE SAME OR SIMILAR BUSINESSES AND OWNING SIMILAR
PROPERTIES IN THE SAME GENERAL AREAS IN WHICH SUCH BORROWER OR SUCH RESTRICTED
SUBSIDIARY OPERATES.
(D)
PRESERVATION OF CORPORATE, LIMITED LIABILITY COMPANY AND
PARTNERSHIP EXISTENCE, ETC.
PRESERVE AND MAINTAIN, AND CAUSE EACH OF ITS
SUBSIDIARIES TO PRESERVE AND MAINTAIN, ITS EXISTENCE, LEGAL STRUCTURE, LEGAL
NAME, RIGHTS (CHARTER AND STATUTORY), PERMITS, LICENSES, APPROVALS,