PROFITS, OR UPON ANY PROPERTIES BELONGING
TO IT, PRIOR TO THE
DATE ON WHICH PENALTIES ATTACH THERETO, AND ALL LAWFUL CLAIMS THAT, IF UNPAID,
MIGHT BECOME A LIEN OR CHARGE UPON ANY PROPERTIES OF THE BORROWER OR ANY OF ITS
SUBSIDIARIES; PROVIDED THAT NEITHER THE BORROWER NOR ANY OF ITS SUBSIDIARIES
SHALL BE REQUIRED TO PAY ANY SUCH TAX, ASSESSMENT, CHARGE, LEVY OR CLAIM THAT IS
BEING CONTESTED IN GOOD FAITH AND BY PROPER PROCEEDINGS IF IT HAS MAINTAINED
ADEQUATE RESERVES WITH RESPECT THERETO IN ACCORDANCE WITH GAAP.
WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, THE BORROWER WILL, AND WILL CAUSE EACH
OF ITS SUBSIDIARIES TO, PAY IN FULL ALL OF ITS WAGE OBLIGATIONS TO ITS EMPLOYEES
IN ACCORDANCE WITH THE FAIR LABOR STANDARDS ACT (29 U.S.C. SECTIONS 206-207) AND
ANY COMPARABLE PROVISIONS OF APPLICABLE LAW.
SECTION 7.5
PRESERVATION OF EXISTENCE,
ETC.
THE BORROWER WILL, AND WILL CAUSE EACH OF ITS SUBSIDIARIES TO,
(A) PRESERVE, RENEW AND MAINTAIN IN FULL FORCE AND EFFECT ITS LEGAL EXISTENCE
AND GOOD STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS ORGANIZATION EXCEPT
IN A TRANSACTION PERMITTED BY SECTION 8.2; (B) TAKE ALL REASONABLE ACTION TO
MAINTAIN ALL RIGHTS, PRIVILEGES, PERMITS, LICENSES AND FRANCHISES NECESSARY OR
DESIRABLE IN THE NORMAL CONDUCT OF ITS BUSINESS, EXCEPT TO THE EXTENT THAT
FAILURE TO DO SO COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT; AND (C) PRESERVE OR RENEW ALL OF ITS REGISTERED PATENTS, TRADEMARKS,
TRADE NAMES AND SERVICE MARKS, THE NON-PRESERVATION OF WHICH COULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
SECTION 7.6
GOOD REPAIR.
THE BORROWER
WILL, AND WILL CAUSE EACH OF ITS SUBSIDIARIES TO, ENSURE THAT ITS MATERIAL
PROPERTIES AND EQUIPMENT USED OR USEFUL IN ITS BUSINESS IN WHOMSOEVER'S
POSSESSION THEY MAY BE, ARE KEPT IN GOOD REPAIR, WORKING ORDER AND CONDITION,
NORMAL WEAR AND TEAR EXCEPTED, AND THAT FROM TIME TO TIME THERE ARE MADE IN SUCH
PROPERTIES AND EQUIPMENT ALL NEEDFUL AND PROPER REPAIRS, RENEWALS, REPLACEMENTS,
EXTENSIONS, ADDITIONS, BETTERMENTS AND IMPROVEMENTS, THERETO, TO THE EXTENT AND
IN THE MANNER CUSTOMARY FOR COMPANIES IN SIMILAR BUSINESSES.
SECTION 7.7
COMPLIANCE WITH STATUTES,
REGULATIONS, ORDERS, RESTRICTIONS.
THE BORROWER WILL, AND WILL CAUSE EACH OF
ITS SUBSIDIARIES TO, COMPLY, IN ALL MATERIAL RESPECTS, WITH ALL APPLICABLE
STATUTES, REGULATIONS AND ORDERS OF, AND ALL APPLICABLE RESTRICTIONS IMPOSED BY,
ALL GOVERNMENTAL AUTHORITIES, IN RESPECT OF THE CONDUCT OF ITS BUSINESS AND THE
OWNERSHIP OF ITS PROPERTY, INCLUDING, WITHOUT LIMITATION, ERISA AND ALL
APPLICABLE ENVIRONMENTAL LAWS OTHER THAN THOSE THE NONCOMPLIANCE WITH WHICH
WOULD NOT HAVE, AND THAT WOULD NOT BE REASONABLY EXPECTED TO HAVE, A MATERIAL
ADVERSE EFFECT.
SECTION 7.8
FISCAL YEARS, FISCAL QUARTERS.
THE BORROWER SHALL NOT CHANGE ANY OF ITS OR ANY OF ITS SUBSIDIARIES' FISCAL
YEARS OR FISCAL QUARTERS (OTHER THAN THE FISCAL YEAR OR FISCAL QUARTERS OF A
PERSON THAT BECOMES A SUBSIDIARY, MADE AT THE TIME SUCH PERSON BECOMES A
SUBSIDIARY TO CONFORM TO THE BORROWER'S FISCAL YEAR AND FISCAL QUARTERS).
SECTION 7.9
USE OF PROCEEDS.
THE