THE 2003 SENIOR SECURED
DEBT DOCUMENTS, THE 2002 SENIOR DEBT DOCUMENTS, THE MEZZANINE DEBT DOCUMENTS,
THE FEBRUARY 2003 SENIOR SUBORDINATED DEBT DOCUMENTS, THE SENIOR SUBORDINATED
DEBT DOCUMENTS AND ANY OTHER SUBORDINATED DEBT DOCUMENTS.
3.22.
SENIOR SUBORDINATED DEBT AGREEMENT.
THE INDEBTEDNESS INCURRED
PURSUANT TO THAT CERTAIN CREDIT AGREEMENT, DATED AS OF DECEMBER 7, 1999, AMONG
HOLDINGS AND BANKERS TRUST COMPANY, THE CHASE MANHATTAN BANK AND NATIONSBRIDGE,
LLC, AS AGENTS HAS BEEN PAID IN FULL AND SATISFIED, AND SUCH CREDIT AGREEMENT
AND THE RIGHTS AND OBLIGATIONS THEREUNDER ARE TERMINATED AND NO LONGER OF ANY
FORCE AND EFFECT.
3.23.
CONDUCT OF BUSINESS; DORMANT SUBSIDIARY.
ERIC STUDIOS DOES NOT
ENGAGE IN ANY BUSINESS ACTIVITIES AND HAS NO SIGNIFICANT ASSETS OR LIABILITIES
AND IS DORMANT.
SECTION 4.
AFFIRMATIVE COVENANTS
Each Credit Party executing this Agreement jointly and severally agrees as to
all Credit Parties that from and after the date hereof and until the Termination
Date:
4.1.
COMPLIANCE WITH LAWS AND CONTRACTUAL OBLIGATIONS.
EACH CREDIT
PARTY WILL (A) COMPLY WITH AND SHALL CAUSE EACH OF ITS SUBSIDIARIES TO COMPLY
WITH (I) THE REQUIREMENTS OF ALL APPLICABLE MATERIAL LAWS, RULES, REGULATIONS
AND ORDERS OF ANY GOVERNMENTAL AUTHORITY (INCLUDING, WITHOUT LIMITATION, LAWS,
RULES, REGULATIONS AND ORDERS RELATING TO TAXES, EMPLOYER AND EMPLOYEE
CONTRIBUTIONS, SECURITIES, EMPLOYEE RETIREMENT AND WELFARE BENEFITS,
ENVIRONMENTAL PROTECTION MATTERS AND EMPLOYEE HEALTH AND SAFETY) AS NOW IN
EFFECT AND WHICH MAY BE IMPOSED IN THE FUTURE IN ALL JURISDICTIONS IN WHICH ANY
CREDIT PARTY OR ANY OF ITS SUBSIDIARIES IS NOW DOING BUSINESS OR MAY HEREAFTER
BE DOING BUSINESS AND (II) THE OBLIGATIONS, COVENANTS AND CONDITIONS CONTAINED
IN ALL CONTRACTUAL OBLIGATIONS OF SUCH CREDIT PARTY OR ANY OF ITS SUBSIDIARIES
OTHER THAN THOSE LAWS, RULES, REGULATIONS, ORDERS AND PROVISIONS OF SUCH
CONTRACTUAL OBLIGATIONS THE NONCOMPLIANCE WITH WHICH WOULD NOT BE REASONABLY
EXPECTED TO HAVE, EITHER INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE
EFFECT, AND (B) MAINTAIN OR OBTAIN AND SHALL CAUSE EACH OF ITS SUBSIDIARIES TO
MAINTAIN OR OBTAIN ALL LICENSES, QUALIFICATIONS AND PERMITS NOW HELD OR
HEREAFTER REQUIRED TO BE HELD BY SUCH CREDIT PARTY OR ANY OF ITS SUBSIDIARIES,
FOR WHICH THE LOSS, SUSPENSION, REVOCATION OR FAILURE TO OBTAIN OR RENEW, WOULD
REASONABLY BE EXPECTED TO HAVE, EITHER INDIVIDUALLY OR IN THE AGGREGATE, A
MATERIAL ADVERSE EFFECT.
THIS SECTION 4.1 SHALL NOT PRECLUDE ANY CREDIT PARTY
OR ITS SUBSIDIARIES FROM CONTESTING ANY TAXES OR OTHER PAYMENTS, IF THEY ARE
BEING DILIGENTLY CONTESTED IN GOOD FAITH IN A MANNER WHICH STAYS ENFORCEMENT
THEREOF AND IF APPROPRIATE EXPENSE PROVISIONS HAVE BEEN RECORDED IN CONFORMITY
WITH GAAP, SUBJECT TO SECTION 5.2 AND NO LIEN (OTHER THAN A PERMITTED
ENCUMBRANCE) IN RESPECT THEREOF HAS BEEN CREATED.
4.2.
INSURANCE.
EACH CREDIT PARTY WILL MAINTAIN OR CAUSE TO BE
MAINTAINED, WITH FINANCIALLY SOUND AND REPUTABLE INSURERS, PUBLIC LIABILITY AND
PROPERTY DAMAGE INSURANCE WITH RESPECT TO ITS BUSINESS AND PROPERTIES AND THE
BUSINESS AND PROPERTIES OF ITS SUBSIDIARIES AGAINST
35
LOSS OR DAMAGE OF THE KINDS CUSTOMARILY CARRIED OR MAINTAINED BY CORPORATIONS OF
ESTABLISHED REPUTATION ENGAGED IN