AFTER ANY RESPONSIBLE OFFICER OF ANY LOAN PARTY KNOWS:
(A) THE
COMMENCEMENT OF ANY MATERIAL LABOR DISPUTE TO WHICH ANY GROUP MEMBER IS A PARTY,
INCLUDING ANY STRIKES, LOCKOUTS OR OTHER DISPUTES RELATING TO ANY OF SUCH
PERSON'S PLANTS AND OTHER FACILITIES AND (B) THE INCURRENCE BY ANY GROUP MEMBER
OF ANY WORKER ADJUSTMENT AND RETRAINING NOTIFICATION ACT OR RELATED OR SIMILAR
LIABILITY INCURRED WITH RESPECT TO THE CLOSING OF ANY PLANT OR OTHER FACILITY OF
ANY SUCH PERSON (OTHER THAN, IN THE CASE OF THIS CLAUSE (B), THOSE THAT WOULD
NOT, IN THE AGGREGATE, BE REASONABLY EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT).
SECTION 6.6
OPERATING STATISTICS.
AT THE TIME OF DELIVERY OF THE
QUARTERLY FINANCIAL STATEMENTS REQUIRED TO BE DELIVERED UNDER SECTION 6.1(B),
THE BORROWER SHALL DELIVER A REPORT IN THE SAME FORMAT PREVIOUSLY PROVIDED TO
THE ADMINISTRATIVE AGENT (WHO WILL DISTRIBUTE THE SAME TO THE LENDERS PROMPTLY
UPON ITS RECEIPT THEREOF) CONTAINING TIMELINESS OF DELIVERY AND QUALITY
INFORMATION WITH RESPECT TO CBAY SYSTEMS' PERFORMANCE UNDER THE CBAY SALES AND
SERVICES AGREEMENT DURING SUCH QUARTER.
ARTICLE 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
(other than any Contingent Loan Document Obligations Issuer) or any Revolving
Credit
Commitment remains outstanding:
80
SECTION 7.1
MAINTENANCE OF CORPORATE EXISTENCE.
EACH GROUP MEMBER
SHALL PRESERVE AND MAINTAIN ITS LEGAL EXISTENCE, EXCEPT IN THE CONSUMMATION OF
TRANSACTIONS EXPRESSLY PERMITTED BY SECTIONS 8.4 AND 8.7.
SECTION 7.2
COMPLIANCE WITH LAWS, ETC.
EACH GROUP MEMBER SHALL
COMPLY WITH ALL APPLICABLE REQUIREMENTS OF LAW, EXCEPT FOR SUCH FAILURES TO
COMPLY THAT WOULD NOT, IN THE AGGREGATE, REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
SECTION 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 MATERIAL 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.
SECTION 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