TO ANY MATERIAL
PORTION OF THE COLLATERAL; AND
(G)
ANY OTHER DEVELOPMENT THAT RESULTS IN, OR
WOULD REASONABLY BE EXPECTED TO RESULT IN, A MATERIAL ADVERSE EFFECT.
EACH NOTICE DELIVERED UNDER THIS SECTION 5.2 SHALL BE ACCOMPANIED BY A WRITTEN
STATEMENT OF A RESPONSIBLE OFFICER SETTING FORTH THE DETAILS OF THE EVENT OR
DEVELOPMENT REQUIRING SUCH NOTICE AND ANY ACTION TAKEN OR PROPOSED TO BE TAKEN
WITH RESPECT THERETO.
SECTION 5.3.
EXISTENCE; CONDUCT OF BUSINESS.
THE
PARENT AND THE BORROWER WILL, AND WILL CAUSE EACH RESTRICTED SUBSIDIARY TO, DO
OR CAUSE TO BE DONE ALL THINGS NECESSARY TO PRESERVE, RENEW AND MAINTAIN IN FULL
FORCE AND EFFECT ITS LEGAL EXISTENCE AND ITS RESPECTIVE MATERIAL RIGHTS,
LICENSES, PERMITS, PRIVILEGES, FRANCHISES, PATENTS, COPYRIGHTS, TRADEMARKS AND
TRADE NAMES NECESSARY TO THE CONDUCT OF ITS BUSINESS AND WILL CONTINUE TO ENGAGE
IN THE SAME BUSINESS AS PRESENTLY CONDUCTED OR SUCH OTHER BUSINESSES THAT ARE
REASONABLY RELATED THERETO; PROVIDED, THAT
58
NOTHING IN THIS SECTION 5.3 SHALL PROHIBIT ANY MERGER, CONSOLIDATION,
LIQUIDATION OR DISSOLUTION PERMITTED UNDER SECTION 7.3.
SECTION 5.4.
COMPLIANCE WITH LAWS, ETC. THE
PARENT AND THE BORROWER WILL, AND WILL CAUSE EACH RESTRICTED SUBSIDIARY TO,
COMPLY WITH ALL LAWS, RULES, REGULATIONS AND REQUIREMENTS OF ANY GOVERNMENTAL
AUTHORITY APPLICABLE TO ITS BUSINESS AND PROPERTIES, INCLUDING WITHOUT
LIMITATION, ALL ENVIRONMENTAL LAWS, ERISA AND OSHA, EXCEPT WHERE THE FAILURE TO
DO SO, EITHER INDIVIDUALLY OR IN THE AGGREGATE, WOULD NOT REASONABLY BE EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT
SECTION 5.5.
PAYMENT OF OBLIGATIONS.
THE PARENT
AND THE BORROWER WILL, AND WILL CAUSE EACH RESTRICTED SUBSIDIARY TO, PAY AND
DISCHARGE AT OR BEFORE MATURITY, ALL OF ITS OBLIGATIONS AND LIABILITIES
(INCLUDING WITHOUT LIMITATION ALL TAX LIABILITIES AND CLAIMS THAT COULD RESULT
IN A STATUTORY LIEN) BEFORE THE SAME SHALL BECOME DELINQUENT OR IN DEFAULT,
EXCEPT WHERE (A) THE VALIDITY OR AMOUNT THEREOF IS BEING CONTESTED IN GOOD FAITH
BY APPROPRIATE PROCEEDINGS (INCLUDING APPELLATE PROCEEDINGS), (B) THE PARENT,
THE BORROWER OR SUCH RESTRICTED SUBSIDIARY, AS THE CASE MAY BE, HAS SET ASIDE ON
ITS BOOKS ADEQUATE RESERVES WITH RESPECT THERETO IN ACCORDANCE WITH GAAP AND
(C) THE FAILURE TO MAKE PAYMENT PENDING SUCH CONTEST WOULD NOT REASONABLY BE
EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
SECTION 5.6.
BOOKS AND RECORDS. THE PARENT AND
THE BORROWER WILL, AND WILL CAUSE EACH RESTRICTED SUBSIDIARY TO, KEEP PROPER
BOOKS OF RECORD AND ACCOUNT IN WHICH FULL, TRUE AND CORRECT ENTRIES SHALL BE
MADE OF ALL DEALINGS AND TRANSACTIONS IN RELATION TO ITS BUSINESS AND ACTIVITIES
TO THE EXTENT NECESSARY TO PREPARE THE CONSOLIDATED FINANCIAL STATEMENTS OF THE
PARENT AND THE BORROWER IN CONFORMITY WITH GAAP.
SECTION 5.7.
VISITATION, INSPECTION, ETC.
THE
PARENT AND THE BORROWER WILL, AND WILL CAUSE EACH RESTRICTED SUBSIDIARY TO,
PERMIT ANY REPRESENTATIVE OF THE ADMINISTRATIVE AGENT OR ANY LENDER, TO VISIT
AND INSPECT ITS PROPERTIES, TO EXAMINE ITS BOOKS AND RECORDS AND TO MAKE COPIES
AND TAKE EXTRACTS THEREFROM, AND TO DISCUSS ITS AFFAIRS, FINANCES AND ACCOUNTS
WITH ANY OF ITS OFFICERS AND WITH