NECESSARY TO PROSECUTE ANY PERSON INFRINGING
ITS INTELLECTUAL PROPERTY RIGHTS AND TO DEFEND ITSELF AGAINST ANY PERSON
ACCUSING IT OF INFRINGING ANY PERSON'S INTELLECTUAL PROPERTY RIGHTS.
SECTION 5.6
INSURANCE.
THE BORROWER WILL OBTAIN AND AT ALL TIMES
MAINTAIN, AND WILL CAUSE EACH OTHER OBLIGOR TO OBTAIN AND AT ALL TIMES MAINTAIN,
INSURANCE WITH INSURERS BELIEVED BY IT TO BE RESPONSIBLE AND REPUTABLE IN SUCH
AMOUNTS AND AGAINST SUCH RISKS AS DESCRIBED IN THE SECURITY DOCUMENTS AND
OTHERWISE AS IS USUALLY CARRIED BY COMPANIES ENGAGED IN SIMILAR BUSINESS AND
OWNING SIMILAR PROPERTIES IN THE SAME GENERAL AREAS IN WHICH IT OPERATES.
SECTION 5.7
PRESERVATION OF LEGAL EXISTENCE.
THE BORROWER WILL
PRESERVE AND MAINTAIN, AND WILL CAUSE EACH OTHER OBLIGOR TO PRESERVE AND
MAINTAIN, ITS LEGAL EXISTENCE AND ALL OF ITS RIGHTS, PRIVILEGES AND FRANCHISES
NECESSARY OR DESIRABLE IN THE NORMAL CONDUCT OF ITS BUSINESS AND SHALL CONDUCT
ITS BUSINESS IN AN ORDERLY, EFFICIENT AND REGULAR MANNER; PROVIDED, HOWEVER,
THAT NOTHING IN THE FOREGOING SHALL PROHIBIT ANY OBLIGOR (OTHER THAN THE
BORROWER) FROM MERGING INTO ANOTHER OBLIGOR SO LONG AS, WITH RESPECT TO ANY SUCH
MERGER INVOLVING THE BORROWER, THE BORROWER SHALL REMAIN AS THE SURVIVING
ENTITY.
SECTION 5.8
CREATION OF NEW OBLIGORS AND SUBSIDIARIES.
THE BORROWER
WILL OBTAIN PRIOR WRITTEN APPROVAL OF THE REQUIRED LENDERS PRIOR TO CREATING A
SUBSIDIARY OR ACQUIRING ANY BUSINESS WHICH WOULD CONSTITUTE A SUBSIDIARY.
UPON
RECEIPT OF ANY SUCH PRIOR WRITTEN APPROVAL, THE BORROWER WILL CAUSE EACH NEW
SUBSIDIARY TO EXECUTE AND DELIVER TO THE ADMINISTRATIVE AGENT, FOR THE BENEFIT
OF THE LENDER PARTIES, A GUARANTY, MORTGAGE (IF APPLICABLE) AND ASSIGNMENT OF
RENTS AND LEASES (IF APPLICABLE), EACH IN FORM AND CONTENT ACCEPTABLE TO THE
ADMINISTRATIVE AGENT, WHEREUPON SUCH SUBSIDIARY SHALL CONSTITUTE AN OBLIGOR
HEREUNDER.
IN ADDITION, THE BORROWER WILL, UPON THE CREATION (OR ACQUISITION)
OF ANY SUCH SUBSIDIARY, EXECUTE AND DELIVER AN AMENDMENT TO THE PRIMARY MORTGAGE
WITH RESPECT TO SUCH SUBSIDIARY IN FAVOR OF THE ADMINISTRATIVE AGENT, FOR THE
BENEFIT OF THE LENDER PARTIES.
IF ANY SUCH SUBSIDIARY IS ORGANIZED UNDER A
JURISDICTION OTHER THAN THE UNITED STATES OF AMERICA OR A STATE THEREOF, THE
LENDER PARTIES WILL NEGOTIATE IN GOOD FAITH WITH THE BORROWER AND SUCH
SUBSIDIARY TO (A) LIMIT THE AMOUNT OF THE STOCK SO PLEDGED TO THE LENDER
PARTIES; OR (B) OTHERWISE INCLUDE PROVISIONS IN SUCH SUBSIDIARY'S GUARANTY
DESIGNED TO PREVENT DEEMED DISTRIBUTIONS TO THE BORROWER UNDER SECTION 956 OF
THE CODE; PROVIDED, HOWEVER, THAT SUCH PROVISIONS SHALL PRESERVE THE MAXIMUM
SECURITY POSSIBLE IN SUCH SUBSIDIARY, ITS ASSETS AND THE BORROWER'S EQUITY
INTEREST THEREIN FOR THE LENDER PARTIES POSSIBLE IN CONNECTION WITH SUCH
CONSIDERATIONS; PROVIDED, FURTHER, THAT NO LENDER PARTY
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SHALL BE RESPONSIBLE TO THE BORROWER, ANY OBLIGOR, ANY SUCH SUBSIDIARY OR ANY
OTHER PERSON FOR THE SUFFICIENCY OF SUCH PROVISIONS TO ACCOMPLISH THEIR STATED
PURPOSE.
SECTION 5.9
MINIMUM INTEREST COVERAGE RATIO.
THE BORROWER WILL
MAINTAIN THE INTEREST COVERAGE RATIO OF THE CONSOLIDATED GROUP AS OF EACH
COVENANT COMPLIANCE DATE AT NOT LESS THAN 3.25 TO 1.00.
SECTION 5.10