SERVICES TO OR FOR THE BENEFIT
OF BORROWER AND GUARANTORS).
BORROWER AND GUARANTORS HAVE CENTRALIZED
ACCOUNTING, HAVE SUBSTANTIALLY COMMON OFFICERS AND DIRECTORS AND ARE IN CERTAIN
CIRCUMSTANCES, IDENTIFIED TO CREDITORS AS A SINGLE ECONOMIC AND BUSINESS
ENTERPRISE.
BORROWER AND GUARANTORS AGREE THAT THE FOREGOING SHALL CONTINUE TO
BE TRUE IN ALL MATERIAL RESPECTS UNTIL THE TERMINATION DATE.
21
SECTION 2.
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:
2.1
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 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 COULD 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, COULD
REASONABLY BE EXPECTED TO HAVE, EITHER INDIVIDUALLY OR IN THE AGGREGATE, A
MATERIAL ADVERSE EFFECT.
THIS SECTION 2.1 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 3.2.
2.2
INSURANCE; DAMAGE TO OR DESTRUCTION OF
COLLATERAL.
(A)
THE CREDIT PARTIES SHALL, AT THEIR SOLE
COST AND EXPENSE, MAINTAIN THE POLICIES OF INSURANCE DESCRIBED ON SCHEDULE 5.18
AS IN EFFECT ON THE DATE HEREOF OR OTHERWISE IN FORM AND AMOUNTS REASONABLY
ACCEPTABLE TO AGENT AND WITH THE INSURERS THAT HAVE A FINANCIAL STRENGTH RATING
OF "A" OR BETTER AND A LONG-TERM DEBT RATING OF "A" OR BETTER AS RATED BY A.M.
BEST COMPANY OR ANY SIMILAR OR SUCCESSOR RATING ORGANIZATION.
SUCH POLICIES OF
INSURANCE (OR THE LOSS PAYABLE AND ADDITIONAL INSURED ENDORSEMENTS DELIVERED TO
AGENT) SHALL CONTAIN PROVISIONS PURSUANT TO WHICH THE INSURER AGREES TO PROVIDE
30 DAYS PRIOR WRITTEN NOTICE TO AGENT IN THE EVENT OF ANY NON-RENEWAL,
CANCELLATION OR AMENDMENT OF ANY SUCH INSURANCE POLICY.
IF ANY CREDIT PARTY AT
ANY TIME