Agent and each Lender prompt written notice of the
following:
(a)
any Default, specifying the nature and extent thereof and the
corrective action (if any) taken or proposed to be taken with respect thereto;
(b)
the filing or commencement of, or any written threat or notice of
intention of any person to file or commence, any action, suit or proceeding,
whether at law or in equity by or before any Governmental Authority, (i) against
any Company that could reasonably be expected to result in a Material Adverse
Effect or (ii) with respect to any Loan Document;
(c)
any development that has resulted in, or could reasonably be
expected to result in a Material Adverse Effect; and
(d)
the occurrence of a Casualty Event in excess of $500,000.
SECTION 5.03.
EXISTENCE; BUSINESSES AND PROPERTIES
(A)
DO OR CAUSE TO BE DONE ALL THINGS NECESSARY TO PRESERVE, RENEW AND
KEEP IN FULL FORCE AND EFFECT ITS LEGAL EXISTENCE, EXCEPT AS OTHERWISE EXPRESSLY
PERMITTED UNDER SECTION 6.04 OR, IN THE CASE OF ANY SUBSIDIARY, WHERE THE
FAILURE TO PERFORM SUCH OBLIGATIONS, INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
(B)
DO OR CAUSE TO BE DONE ALL THINGS NECESSARY TO OBTAIN, PRESERVE,
RENEW, EXTEND AND KEEP IN FULL FORCE AND EFFECT THE RIGHTS, LICENSES, PERMITS,
FRANCHISES, AUTHORIZATIONS, PATENTS, COPYRIGHTS, TRADEMARKS AND TRADE NAMES
MATERIAL TO THE CONDUCT OF ITS BUSINESS; COMPLY WITH ALL APPLICABLE REQUIREMENTS
OF LAW (INCLUDING ANY APPLICABLE ENVIRONMENTAL LAW, ZONING OR BUILDING
ORDINANCE, CODE OR APPROVAL OR ANY BUILDING PERMITS OR ANY RESTRICTIONS OF
RECORD OR AGREEMENTS AFFECTING THE REAL PROPERTY) AND DECREES AND ORDERS OF ANY
GOVERNMENTAL AUTHORITY, WHETHER NOW IN EFFECT OR HEREAFTER ENACTED, EXCEPT WHERE
THE FAILURE TO COMPLY, INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT REASONABLY BE
EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT; AND AT ALL TIMES MAINTAIN AND
PRESERVE ALL PROPERTY MATERIAL TO THE CONDUCT OF SUCH BUSINESS AND KEEP SUCH
PROPERTY IN GOOD REPAIR, WORKING ORDER AND CONDITION AND FROM TIME TO TIME MAKE,
OR CAUSE TO BE MADE, ALL COMMERCIALLY REASONABLE REPAIRS, RENEWALS, ADDITIONS,
IMPROVEMENTS AND REPLACEMENTS THERETO NECESSARY IN ORDER THAT THE BUSINESS
CARRIED ON IN CONNECTION THEREWITH MAY BE CONDUCTED AT ALL TIMES AS IT IS
CURRENTLY CONDUCTED; PROVIDED, HOWEVER, THAT NOTHING IN THIS SECTION 5.03(B)
SHALL PREVENT (I) SALES OF ASSETS, CONSOLIDATIONS OR MERGERS BY OR INVOLVING ANY
COMPANY IN ACCORDANCE WITH SECTION 6.04; (II) THE WITHDRAWAL BY ANY COMPANY OF
ITS QUALIFICATION AS A FOREIGN CORPORATION IN ANY JURISDICTION WHERE SUCH
WITHDRAWAL, INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT REASONABLY BE EXPECTED
TO RESULT IN A MATERIAL ADVERSE EFFECT; OR (III) THE ABANDONMENT BY ANY COMPANY
OF ANY PROPERTY, RIGHTS, FRANCHISES, LICENSES AND PATENTS THAT SUCH PERSON
REASONABLY DETERMINES ARE NOT NECESSARY FOR THE PROPER CONDUCT OF ITS BUSINESS.
SECTION 5.04.
INSURANCE
(A)
KEEP ITS INSURABLE PROPERTY ADEQUATELY INSURED AT ALL TIMES BY
FINANCIALLY SOUND AND REPUTABLE INSURERS; MAINTAIN SUCH OTHER INSURANCE, TO SUCH
EXTENT AND AGAINST SUCH