AND COMPLY WITH ALL PERMITS, LICENSES AND SIMILAR APPROVALS REQUIRED
BY ANY ENVIRONMENTAL LAWS, AND WILL NOT GENERATE, USE, TRANSPORT, TREAT, STORE
OR DISPOSE OF ANY HAZARDOUS SUBSTANCES IN SUCH A MANNER AS TO CREATE ANY
MATERIAL LIABILITY OR OBLIGATION UNDER THE COMMON LAW OF ANY JURISDICTION OR ANY
ENVIRONMENTAL LAW.
(c)
The Borrower shall (i) ensure that no Owner shall be listed on the
Specially Designated Nationals and Blocked Person List or other similar lists
maintained by the Office of Foreign Assets Control ("OFAC"), the Department of
the Treasury or included in any Executive Orders, (ii) not use or permit the use
of the proceeds of the Credit Facility or any other financial
32
accommodation from the Lender to violate any of the foreign asset control
regulations of OFAC or other applicable law, (iii) comply with all applicable
Bank Secrecy Act laws and regulations, as amended from time to time, and (iv)
otherwise comply with the USA Patriot Act as required by federal law and the
Lender's policies and practices.
SECTION 6.11
PAYMENT OF TAXES AND OTHER CLAIMS.
THE BORROWER WILL PAY
OR DISCHARGE, WHEN DUE, (A) ALL TAXES, ASSESSMENTS AND GOVERNMENTAL CHARGES
LEVIED OR IMPOSED UPON IT OR UPON ITS INCOME OR PROFITS, UPON ANY PROPERTIES
BELONGING TO IT (INCLUDING THE COLLATERAL) OR UPON OR AGAINST THE CREATION,
PERFECTION OR CONTINUANCE OF THE SECURITY INTEREST, PRIOR TO THE DATE ON WHICH
PENALTIES ATTACH THERETO, (B) ALL FEDERAL, STATE AND LOCAL TAXES REQUIRED TO BE
WITHHELD BY IT, AND (C) ALL LAWFUL CLAIMS FOR LABOR, MATERIALS AND SUPPLIES
WHICH, IF UNPAID, MIGHT BY LAW BECOME A LIEN UPON ANY PROPERTIES OF THE
BORROWER; PROVIDED, THAT THE BORROWER SHALL NOT BE REQUIRED TO PAY ANY SUCH TAX,
ASSESSMENT, CHARGE OR CLAIM WHOSE AMOUNT, APPLICABILITY OR VALIDITY IS BEING
CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS AND FOR WHICH PROPER RESERVES
HAVE BEEN MADE.
SECTION 6.12
MAINTENANCE OF PROPERTIES.
(A)
THE BORROWER WILL KEEP AND MAINTAIN THE COLLATERAL AND ALL OF ITS
OTHER PROPERTIES NECESSARY OR USEFUL IN ITS BUSINESS IN GOOD CONDITION, REPAIR
AND WORKING ORDER (NORMAL WEAR AND TEAR EXCEPTED) AND WILL FROM TIME TO TIME
REPLACE OR REPAIR ANY WORN, DEFECTIVE OR BROKEN PARTS; PROVIDED, HOWEVER, THAT
NOTHING IN THIS COVENANT SHALL PREVENT THE BORROWER FROM DISCONTINUING THE
OPERATION AND MAINTENANCE OF ANY OF ITS PROPERTIES IF SUCH DISCONTINUANCE IS, IN
THE BORROWER'S JUDGMENT, DESIRABLE IN THE CONDUCT OF THE BORROWER'S BUSINESS AND
NOT DISADVANTAGEOUS IN ANY MATERIAL RESPECT TO THE LENDER.
THE BORROWER WILL
TAKE ALL COMMERCIALLY REASONABLE STEPS NECESSARY TO PROTECT AND MAINTAIN ITS
INTELLECTUAL PROPERTY RIGHTS.
(B)
THE BORROWER WILL DEFEND THE COLLATERAL AGAINST ALL LIENS, CLAIMS
OR DEMANDS OF ALL PERSONS (OTHER THAN THE LENDER) CLAIMING THE COLLATERAL OR ANY
INTEREST THEREIN.
THE BORROWER WILL KEEP ALL COLLATERAL FREE AND CLEAR OF ALL
LIENS EXCEPT PERMITTED LIENS.
THE BORROWER WILL TAKE ALL COMMERCIALLY
REASONABLE STEPS NECESSARY TO PROSECUTE ANY PERSON INFRINGING ITS INTELLECTUAL
PROPERTY RIGHTS AND TO DEFEND ITSELF AGAINST ANY PERSON ACCUSING