FOLLOWING ITS RECEIPT OF ANY SUCH NOTICE FROM THE BORROWER); NOTIFY THE
AGENT PROMPTLY OF ANY HAZARDOUS DISCHARGE FROM OR AFFECTING ITS PREMISES (AND
THE AGENT SHALL NOTIFY THE LENDERS PROMPTLY FOLLOWING ITS RECEIPT OF ANY SUCH
NOTICE FROM THE BORROWER); PROMPTLY CONTAIN AND REMOVE THE SAME, IN COMPLIANCE
WITH ALL APPLICABLE LAWS; PROMPTLY PAY ANY FINE OR PENALTY ASSESSED IN
CONNECTION THEREWITH; PERMIT ANY LENDER TO INSPECT THE PREMISES, TO CONDUCT
TESTS THEREON, AND TO INSPECT ALL BOOKS, CORRESPONDENCE, AND RECORDS PERTAINING
THERETO; AND AT SUCH LENDER'S REQUEST, AND AT THE
57
BORROWER'S EXPENSE, PROVIDE A REPORT OF A QUALIFIED ENVIRONMENTAL ENGINEER,
SATISFACTORY IN SCOPE, FORM, AND CONTENT TO THE REQUIRED LENDERS, AND SUCH OTHER
AND FURTHER ASSURANCES REASONABLY SATISFACTORY TO THE REQUIRED LENDERS THAT THE
CONDITION HAS BEEN CORRECTED.
SECTION 5.11
USE OF PROCEEDS.
USE THE PROCEEDS OF THE LOANS SOLELY AS PROVIDED
IN SECTION 2.13 HEREOF.
SECTION 5.12
RANKING OF OBLIGATIONS.
ENSURE THAT AT ALL TIMES ITS OBLIGATIONS
UNDER THE LOAN DOCUMENTS SHALL BE AND CONSTITUTE UNCONDITIONAL GENERAL
OBLIGATIONS OF THE BORROWER RANKING AT LEAST PARI PASSU WITH ALL ITS OTHER
UNSECURED DEBT.
SECTION 5.13
TAXES.
PAY AND CAUSE EACH SUBSIDIARY TO PAY WHEN DUE ALL TAXES,
ASSESSMENTS AND GOVERNMENTAL CHARGES AND LEVIES UPON IT OR ITS INCOME, PROFITS
OR PROPERTY, EXCEPT THOSE WHICH ARE BEING CONTESTED IN GOOD FAITH BY APPROPRIATE
PROCEEDINGS AND WITH RESPECT TO WHICH ADEQUATE RESERVES HAVE BEEN SET ASIDE.
SECTION 5.14
WHOLLY-OWNED STATUS.
ENSURE THAT AT ALL TIMES EACH OF THE
GUARANTORS IS A WHOLLY-OWNED SUBSIDIARY OF THE BORROWER.
SECTION 5.15
NEW SUBSIDIARIES.
WITHIN FIFTY (50) DAYS AFTER THE END OF ANY
FISCAL QUARTER OF THE BORROWER DURING WHICH ANY PERSON SHALL HAVE BECOME A
SUBSIDIARY, CAUSE SUCH SUBSIDIARY TO EXECUTE AND DELIVER TO THE AGENT, FOR THE
BENEFIT OF THE LENDERS, A SUPPLEMENTAL GUARANTY AND AN OPINION OF COUNSEL,
CERTIFIED COPIES OF RESOLUTIONS, ARTICLES OF INCORPORATION, INCUMBENCY
CERTIFICATES AND OTHER DOCUMENTS WITH RESPECT TO SUCH SUBSIDIARY AND ITS
GUARANTY SUBSTANTIALLY SIMILAR TO THE DOCUMENTS DELIVERED PURSUANT TO SECTION
3.01 WITH RESPECT TO THE GUARANTORS, ALL OF WHICH SHALL BE REASONABLY
SATISFACTORY TO THE AGENT IN FORM AND SUBSTANCE.
NEITHER STIC NOR UHIC SHALL BE
REQUIRED TO DELIVER A GUARANTY.
ARTICLE VI
NEGATIVE COVENANTS
So long as any Note shall remain unpaid or any Facility Letter of Credit
Obligations shall remain outstanding or any Revolving Credit Lender shall have
any Revolving Credit Commitment under this Agreement, the Borrower and each
Guarantor will not (unless otherwise agreed to by the Required Lenders in
writing):
SECTION 6.01
LIENS.
CREATE, INCUR, ASSUME, OR SUFFER TO EXIST, OR PERMIT ANY
SUBSIDIARY TO CREATE, INCUR, ASSUME, OR SUFFER TO EXIST, ANY LIEN, UPON OR WITH
RESPECT TO ANY OF ITS PROPERTIES, NOW OWNED OR HEREAFTER ACQUIRED, EXCEPT THE
FOLLOWING:
(1)
Liens for taxes or assessments or other
government charges or levies if not yet due and payable or, if due and payable,
if they are being contested in good faith by appropriate proceedings and for
which