BY ANY
OTHER ENTITY AND REFRAIN FROM TRANSFERRING ALL OR SUBSTANTIALLY ALL OF ITS
ASSETS TO, OR CONSOLIDATING, MERGING OR OTHERWISE COMBINING WITH, ANY OTHER
ENTITY WHERE THE BORROWER IS NOT THE SURVIVING ENTITY; PROVIDED, HOWEVER, THE
BORROWER'S FAILURE TO COMPLY WITH THE REQUIREMENTS OF THIS SECTION 9.2(D) SHALL
NOT CONSTITUTE AN EVENT OF DEFAULT UNDER SECTION 10.1(F) OF THIS AGREEMENT, BUT
INSTEAD SHALL GIVE THE REQUIRED BANKS THE RIGHT, BY WRITTEN NOTICE TO THE
BORROWER, TO DEMAND PAYMENT OF UNPAID PRINCIPAL, ACCRUED INTEREST AND ALL OTHER
AMOUNTS PAYABLE UNDER THE NOTES AND THIS AGREEMENT AND TO TERMINATE THE
COMMITMENTS, WITH SUCH DEMAND AND TERMINATION TO BE EFFECTIVE THIRTY CALENDAR
DAYS' FOLLOWING SUCH WRITTEN NOTICE FROM THE REQUIRED BANKS TO THE BORROWER.
(E)
MAINTENANCE OF PROPERTIES.
MAKE ALL
REPAIRS, RENEWALS OR REPLACEMENTS NECESSARY TO KEEP ITS PLANT, PROPERTIES AND
EQUIPMENT IN GOOD WORKING CONDITION; PROVIDED, HOWEVER, THAT NOTHING IN THIS
SECTION 9.2(E) SHALL PREVENT THE BORROWER FROM DISCONTINUING THE OPERATION OR
MAINTENANCE OF SUCH PLANT, PROPERTIES OR EQUIPMENT IF SUCH DISCONTINUANCE IS, IN
THE JUDGMENT OF THE BORROWER, DESIRABLE IN THE CONDUCT OF ITS BUSINESS.
(F)
BOOKS AND RECORDS.
MAINTAIN ADEQUATE
BOOKS AND RECORDS IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.
34
(G)
COMPLIANCE WITH LAWS.
COMPLY WITH ALL
MATERIAL LAWS AND REGULATIONS APPLICABLE TO ITS BUSINESS.
(H)
PRESERVATION OF RIGHTS.
MAINTAIN AND
PRESERVE ITS CORPORATE EXISTENCE AND ALL MATERIAL RIGHTS, PRIVILEGES, CHARTERS
AND FRANCHISES IT NOW HAS; PROVIDED, HOWEVER, THAT THE BORROWER SHALL NOT BE
REQUIRED TO PRESERVE ANY SUCH RIGHT, PRIVILEGE, CHARTER OR FRANCHISE IF THE
BOARD OF DIRECTORS OF THE BORROWER SHALL DETERMINE THAT THE PRESERVATION THEREOF
IS NO LONGER DESIRABLE IN THE CONDUCT OF THE BUSINESS OF THE BORROWER.
(I)
INSPECTION.
UPON REASONABLE NOTICE BY
THE AGENT TO THE BORROWER, PERMIT THE AGENT OR ANY BANK TO VISIT AND INSPECT THE
BORROWER'S PROPERTIES AND EXAMINE ITS BOOKS AND RECORDS TO THE EXTENT THE AGENT
OR SUCH BANK DETERMINES SUCH INSPECTION AND EXAMINATION IS NECESSARY FOR THE
AGENT OR SUCH BANK TO OBSERVE AND MONITOR THE BORROWER'S FINANCIAL PERFORMANCE
AND FINANCIAL CONDITION AND TO ASSURE THE BORROWER'S COMPLIANCE WITH ITS
OBLIGATIONS UNDER THIS AGREEMENT.
(J)
USE OF PROCEEDS.
USE THE PROCEEDS OF
THE ADVANCES SOLELY FOR THE BORROWER'S GENERAL CORPORATE PURPOSES; PROVIDED,
HOWEVER, THE PROCEEDS OF THE ADVANCES SHALL NOT BE USED BY THE BORROWER (I) IN
CONNECTION WITH ANY ACQUISITION BY THE BORROWER OF OTHER BUSINESSES, WHETHER
THROUGH MERGER, CONSOLIDATION, ACQUISITION OF ASSETS, ACQUISITION OF STOCK OR
OTHER OWNERSHIP INTERESTS OR OTHERWISE; OR (II) IN CONNECTION WITH OR
PREPARATION FOR ANY CASE OR PROCEEDING CONTEMPLATED BY SECTION 10.1(J) HEREOF.
(K)
FOREIGN ASSETS CONTROL.
ENSURE THAT
NEITHER THE BORROWER NOR ANY SUBSIDIARY OF THE BORROWER NOR ANY PERSON WHO OWNS
A CONTROLLING INTEREST IN OR OTHERWISE CONTROLS THE BORROWER IS OR SHALL BE
LISTED ON (I) THE LISTS OF SPECIALLY DESIGNATED NATIONALS AND BLOCKED PERSONS
MAINTAINED BY THE DEPARTMENT OF THE TREASURY'S OFFICE OF FOREIGN ASSETS CONTROL,
OR (II) THE LIST OF PERSONS WHOSE PROPERTY OR