AND, TO THE EXTENT
THE LENDER REASONABLY REQUESTS, COPIES OF ALL DOCUMENTATION RELATING THERETO;
(C)
PROMPTLY AFTER THE SENDING OR FILING
THEREOF, NOTICE OF ALL REPORTS, NOTICES, PROSPECTUSES AND REGISTRATION
STATEMENTS WHICH ANY OBLIGOR FILES WITH THE SEC OR ANY NATIONAL SECURITIES
EXCHANGE;
(D)
THE FOLLOWING EVENTS, AS SOON AS POSSIBLE
AND IN ANY EVENT WITHIN 30 DAYS AFTER ANY BORROWER KNOWS THEREOF:
(I) THE
OCCURRENCE OF ANY REPORTABLE EVENT WITH RESPECT TO ANY PLAN, A FAILURE TO MAKE
ANY REQUIRED CONTRIBUTION TO A PLAN, THE CREATION OF ANY LIEN IN FAVOR OF THE
PBGC OR A PLAN OR ANY WITHDRAWAL FROM, OR THE TERMINATION, REORGANIZATION OR
INSOLVENCY OF, ANY MULTIEMPLOYER PLAN OR (II) THE INSTITUTION OF PROCEEDINGS OR
THE TAKING OF ANY OTHER ACTION BY THE PBGC OR THE BORROWERS OR ANY ERISA
AFFILIATE OR ANY MULTIEMPLOYER PLAN WITH RESPECT TO THE WITHDRAWAL FROM, OR THE
TERMINATING, REORGANIZATION OR INSOLVENCY OF, ANY PLAN;
(E)
THE ADDITION OF ANY ARC COMMUNITIES BEYOND
THOSE SET FORTH ON SCHEDULE 5 OF THIS AGREEMENT; AND
(F)
ANY MATERIAL ADVERSE CHANGE IN THE
BUSINESS, OPERATIONS, PROPERTY, CONDITION (FINANCIAL OR OTHERWISE) OR PROSPECTS
OF THE BORROWERS AND THEIR SUBSIDIARIES TAKEN AS A WHOLE.
Each notice pursuant to this Section shall be accompanied by a statement of a
Responsible Officer setting forth details of the occurrence referred to therein
and stating what action each Borrower proposes to take with respect thereto.
52
ARTICLE VII
NEGATIVE COVENANTS.
The Borrowers covenant and agree with the Lender that until the Termination Date
has occurred, the Borrowers shall, and shall cause their Subsidiaries to,
perform or cause to be performed the obligations set forth below.
SECTION 7.01
BUSINESS ACTIVITIES.
THE BORROWERS
SHALL NOT, AND SHALL NOT PERMIT ANY OF THEIR SUBSIDIARIES TO, ENGAGE IN ANY
BUSINESS ACTIVITY EXCEPT THOSE BUSINESS ACTIVITIES ENGAGED IN ON THE CLOSING
DATE OF THIS AGREEMENT AND ACTIVITIES REASONABLY INCIDENTAL THERETO.
SECTION 7.02
INDEBTEDNESS.
THE BORROWERS SHALL
NOT, AND SHALL NOT PERMIT ANY OF THEIR SUBSIDIARIES TO, CREATE, INCUR, ASSUME OR
PERMIT TO EXIST ANY INDEBTEDNESS, OTHER THAN PERMITTED INDEBTEDNESS.
SECTION 7.03
LIMITATION ON LIENS.
THE BORROWERS
SHALL NOT, AND SHALL NOT PERMIT ANY OF THEIR SUBSIDIARIES TO, CREATE, INCUR,
ASSUME OR PERMIT TO EXIST ANY LIEN, OTHER THAN PERMITTED LIENS.
SECTION 7.04
LIMITATION ON DISTRIBUTIONS.
THE
BORROWERS SHALL NOT MAKE ANY PAYMENT ON ACCOUNT OF, OR SET APART ASSETS FOR, A
SINKING OR OTHER ANALOGOUS FUND FOR THE PURCHASE, REDEMPTION, DEFEASANCE,
RETIREMENT OR OTHER ACQUISITION OF ANY EQUITY INTEREST OF THE BORROWERS, WHETHER
NOW OR HEREAFTER OUTSTANDING, OR MAKE ANY OTHER DISTRIBUTION IN RESPECT OF ANY
OF THE FOREGOING OR TO ANY SHAREHOLDER OR EQUITY OWNER OF THE BORROWERS, EITHER
DIRECTLY OR INDIRECTLY, WHETHER IN CASH OR PROPERTY OR IN OBLIGATIONS OF THE
BORROWERS OR ANY OF EACH OF THE BORROWER'S CONSOLIDATED SUBSIDIARIES AT ANY TIME
FOLLOWING THE OCCURRENCE AND DURING THE CONTINUATION OF AN EVENT OF DEFAULT;
PROVIDED THAT AT ANY TIME FOLLOWING THE OCCURRENCE AND CONTINUATION OF AN EVENT
OF DEFAULT, THE