AGAINST ANY RESTRICTED
PERSON OR WITH RESPECT TO ANY RESTRICTED PERSON'S PROPERTIES,
(F)
THE FILING OF ANY SUIT OR PROCEEDING
AGAINST ANY RESTRICTED PERSON IN WHICH AN ADVERSE DECISION COULD REASONABLY BE
EXPECTED TO CAUSE A MATERIAL ADVERSE CHANGE, AND
(G)
THE FILING OF ANY MATERIAL FINANCING
STATEMENT, REGISTRATION OF A PLEDGE (SUCH AS WITH AN ISSUER OF UNCERTIFICATED
SECURITIES), OR OTHER ARRANGEMENT OR ACTION WHICH WOULD SERVE TO PERFECT A LIEN,
REGARDLESS OF WHETHER SUCH FINANCING STATEMENT IS FILED, SUCH REGISTRATION IS
MADE, OR SUCH ARRANGEMENT OR ACTION IS UNDERTAKEN BEFORE OR AFTER SUCH LIEN
EXISTS.
Upon the occurrence of any of the foregoing Restricted Persons will take all
necessary or appropriate steps to promptly remedy any such Material Adverse
Change, Default, Event of Default, acceleration, default or Termination Event,
to protect against any such adverse claim, to defend any such suit or
proceeding, and to resolve all controversies on account of any of the
foregoing.
Borrower will also notify Agent and Agent's counsel in writing at
least ten (10) Business Days prior to the date that any Restricted Person
changes its name or the location of its chief executive office or its location
under the Uniform Commercial Code.
SECTION 6.5.
MAINTENANCE OF PROPERTIES.
EACH
RESTRICTED PERSON WILL MAINTAIN, PRESERVE, PROTECT, AND KEEP ALL COLLATERAL AND
ALL OTHER MATERIAL PROPERTY USED OR USEFUL IN THE CONDUCT OF ITS BUSINESS IN
GOOD CONDITION (ORDINARY WEAR AND TEAR EXCEPTED) IN ACCORDANCE WITH REASONABLY
PRUDENT INDUSTRY STANDARDS, AND IN COMPLIANCE WITH ALL APPLICABLE LAWS WHICH
COULD REASONABLY BE EXPECTED TO CAUSE A MATERIAL ADVERSE CHANGE, IN CONFORMITY
WITH ALL APPLICABLE CONTRACTS, SERVITUDES, LEASES AND AGREEMENTS WHICH COULD
REASONABLY BE EXPECTED TO CAUSE A MATERIAL ADVERSE CHANGE, AND WILL FROM TIME TO
TIME MAKE ALL COMMERCIALLY REASONABLE REPAIRS, RENEWALS AND REPLACEMENTS NEEDED
TO ENABLE THE BUSINESS AND OPERATIONS CARRIED ON IN CONNECTION THEREWITH TO BE
PROMPTLY AND ADVANTAGEOUSLY CONDUCTED AT ALL TIMES.
SECTION 6.6.
MAINTENANCE OF EXISTENCE AND
QUALIFICATIONS.
EXCEPT AS PERMITTED UNDER SECTION 7.4, EACH RESTRICTED PERSON
WILL MAINTAIN AND PRESERVE ITS EXISTENCE AND ITS RIGHTS AND FRANCHISES IN FULL
FORCE AND EFFECT AND WILL QUALIFY TO DO BUSINESS IN ALL STATES OR JURISDICTIONS
WHERE REQUIRED BY APPLICABLE LAW, EXCEPT WHERE THE FAILURE TO MAINTAIN, PRESERVE
AND QUALIFY COULD REASONABLY BE EXPECTED TO CAUSE A MATERIAL ADVERSE CHANGE.
SECTION 6.7.
PAYMENT OF TAXES.
EACH
RESTRICTED PERSON WILL (A) TIMELY FILE ALL REQUIRED TAX RETURNS INCLUDING ANY
EXTENSIONS; (B) TIMELY PAY ALL TAXES, ASSESSMENTS, AND OTHER GOVERNMENTAL
CHARGES OR LEVIES IMPOSED UPON IT OR UPON ITS INCOME, PROFITS OR PROPERTY BEFORE
THE SAME BECOME DELINQUENT; AND (C) MAINTAIN APPROPRIATE ACCRUALS AND RESERVES
FOR ALL OF THE FOREGOING IN ACCORDANCE WITH GAAP.
EACH RESTRICTED PERSON MAY,
HOWEVER, DELAY PAYING OR DISCHARGING ANY OF THE FOREGOING SO LONG AS IT IS IN
GOOD FAITH CONTESTING THE VALIDITY THEREOF BY APPROPRIATE PROCEEDINGS, IF
NECESSARY, AND HAS SET ASIDE ON ITS BOOKS ADEQUATE RESERVES THEREFORE WHICH ARE
REQUIRED BY GAAP.
47
SECTION 6.8.
INSURANCE.
(A)
EACH