posted on the Securities and Exchange Commission's
website on the Internet at , provided such Borrower shall give notice
of any such posting to the Administrative Agent (who shall then give notice of
any such posting to the Lenders) and documents required to be delivered pursuant
to subparagraph (viii) of this Section 6.1(a) shall be deemed to have been
delivered as of the date on which such documents are delivered to the
Administrative Agent to be posted on such Borrowers' behalf on the IntraLinks
website at .
To the extent that any documents required to be
delivered under this Section 6.1(a) pertain to more than one of the Borrowers,
only one copy of such document shall be required to be delivered.
(B)
COMPLIANCE WITH LAWS, ETC.
COMPLY IN ALL MATERIAL RESPECTS WITH ALL
REQUIREMENTS OF LAW, AND ALL APPLICABLE RULES, REGULATIONS AND ORDERS THEREUNDER
(INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO TAXES, ERISA AND ENVIRONMENTAL
LAWS), NONCOMPLIANCE WITH WHICH WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT ON SUCH BORROWER EXCEPT REQUIREMENTS OF LAW, RULES, REGULATIONS
AND ORDERS BEING CONTESTED IN GOOD FAITH AND BY PROPER PROCEEDINGS.
(C)
PRESERVATION OF CORPORATE EXISTENCE, ETC. CONTINUE TO ENGAGE IN BUSINESS OF
THE SAME GENERAL TYPE AS NOW CONDUCTED BY IT AND PRESERVE, RENEW AND KEEP IN
FULL FORCE AND EFFECT ITS CORPORATE EXISTENCE AND TAKE ALL REASONABLE ACTION TO
MAINTAIN ALL RIGHTS, PRIVILEGES AND FRANCHISES NECESSARY OR DESIRABLE IN THE
NORMAL CONDUCT OF ITS BUSINESS EXCEPT AS OTHERWISE PERMITTED PURSUANT TO
SECTION 6.2(B) AND EXCEPT THAT ANY SUBSIDIARY THAT IS NOT A MATERIAL SUBSIDIARY
MAY CEASE TO EXIST OR MAINTAIN ANY SUCH
35
RIGHTS, PRIVILEGES OR FRANCHISES IF SUCH BORROWER REASONABLY DETERMINES SUCH
CESSATION TO BE NECESSARY, ADVISABLE OR PRACTICAL.
(D)
TAXES, ETC. PAY OR DISCHARGE OR CAUSE TO BE PAID OR DISCHARGED, BEFORE THE
SAME SHALL BECOME DELINQUENT, ALL TAXES, ASSESSMENTS AND GOVERNMENTAL CHARGES
LEVIED OR IMPOSED UPON IT OR UPON ITS INCOME, PROFITS OR PROPERTY; PROVIDED,
HOWEVER, THAT SUCH BORROWER OR SUCH SUBSIDIARY, AS THE CASE MAY BE, SHALL NOT BE
REQUIRED TO PAY OR DISCHARGE OR CAUSE TO BE PAID OR DISCHARGED ANY SUCH TAX,
ASSESSMENT, CHARGE OR CLAIM (I) WHOSE AMOUNT, APPLICABILITY OR VALIDITY IS BEING
CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEDURES AND RESERVES IN CONFORMITY
WITH GAAP WITH RESPECT THERETO HAVE BEEN PROVIDED ON THE BOOKS OF SUCH BORROWER
OR SUCH SUBSIDIARY, AS THE CASE MAY BE, OR (II) TO THE EXTENT THAT THE FAILURE
TO DO SO WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON
SUCH BORROWER.
(E)
INSPECTION OF PROPERTY; BOOKS AND RECORDS; DISCUSSIONS. WITH RESPECT TO
SUCH BORROWER AND EACH OF ITS MATERIAL SUBSIDIARIES, KEEP PROPER BOOKS OF
RECORDS AND ACCOUNTS IN WHICH FULL, TRUE AND CORRECT ENTRIES IN CONFORMITY WITH
GAAP (EXCEPT AS NOT OTHERWISE REQUIRED TO DO SO) AND ALL REQUIREMENTS OF LAW
SHALL BE MADE OF ALL DEALINGS AND TRANSACTIONS IN RELATION TO ITS BUSINESS AND
ACTIVITIES; AND PERMIT REPRESENTATIVES OF THE ADMINISTRATIVE AGENT