SECTION 5.04. EXISTENCE; CONDUCT OF BUSINESS. THE COMPANY WILL, AND WILL CAUSE
EACH OF THE SUBSIDIARIES TO, DO OR CAUSE TO BE DONE ALL THINGS NECESSARY TO
PRESERVE, RENEW AND KEEP IN FULL FORCE AND EFFECT ITS LEGAL EXISTENCE AND THE
RIGHTS,
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LICENSES, PERMITS, PRIVILEGES, FRANCHISES, PATENTS, COPYRIGHTS, TRADEMARKS AND
TRADE NAMES MATERIAL TO THE CONDUCT OF ITS BUSINESS (INCLUDING ALL
ACCREDITATIONS OF
EDUCATIONAL INSTITUTIONS OPERATED BY IT TO THE EXTENT THE
LOSS OF ONE OR MORE SUCH ACCREDITATIONS WOULD MATERIALLY AFFECT THE ABILITY OF
THE COMPANY OR ANY MATERIAL SUBSIDIARY TO CONDUCT ITS BUSINESS AND OPERATIONS AS
PRESENTLY CONDUCTED OR COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL
ADVERSE EFFECT); PROVIDED THAT THE FOREGOING SHALL NOT PROHIBIT ANY MERGER,
CONSOLIDATION, LIQUIDATION OR DISSOLUTION PERMITTED UNDER SECTION 6.03.
SECTION 5.05. PAYMENT OF OBLIGATIONS. THE COMPANY WILL, AND WILL CAUSE EACH OF
THE SUBSIDIARIES TO, PAY ITS INDEBTEDNESS AND OTHER OBLIGATIONS, INCLUDING TAX
LIABILITIES, 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, (B) THE COMPANY OR SUCH SUBSIDIARY HAS SET ASIDE ON ITS
BOOKS ADEQUATE RESERVES WITH RESPECT THERETO IN ACCORDANCE WITH GAAP, (C) SUCH
CONTEST EFFECTIVELY SUSPENDS COLLECTION OF THE CONTESTED OBLIGATION AND THE
ENFORCEMENT OF ANY LIEN SECURING SUCH OBLIGATION AND (D) THE FAILURE TO MAKE
PAYMENT PENDING SUCH CONTEST COULD NOT REASONABLY BE EXPECTED TO RESULT IN A
MATERIAL ADVERSE EFFECT.
SECTION 5.06. MAINTENANCE OF PROPERTIES. THE COMPANY WILL, AND WILL CAUSE EACH
OF THE SUBSIDIARIES TO, KEEP AND MAINTAIN ALL PROPERTY MATERIAL TO THE CONDUCT
OF ITS BUSINESS IN GOOD WORKING ORDER AND CONDITION, ORDINARY WEAR AND TEAR
EXCEPTED.
SECTION 5.07. INSURANCE. THE COMPANY WILL, AND WILL CAUSE EACH OF THE
SUBSIDIARIES TO, MAINTAIN, WITH FINANCIALLY SOUND AND REPUTABLE INSURANCE
COMPANIES INSURANCE IN SUCH AMOUNTS (WITH NO GREATER RISK RETENTION) AND AGAINST
SUCH RISKS AS ARE CUSTOMARILY MAINTAINED BY COMPANIES OF ESTABLISHED REPUTE
ENGAGED IN THE SAME OR SIMILAR BUSINESSES OPERATING IN THE SAME OR SIMILAR
LOCATIONS. THE COMPANY WILL FURNISH TO THE LENDERS, UPON REQUEST OF THE FACILITY
AGENT, INFORMATION IN REASONABLE DETAIL AS TO THE INSURANCE SO MAINTAINED.
SECTION 5.08. BOOKS AND RECORDS; INSPECTION AND AUDIT RIGHTS. THE COMPANY WILL,
AND WILL CAUSE EACH OF THE SUBSIDIARIES TO, KEEP PROPER BOOKS OF RECORD AND
ACCOUNT IN WHICH FULL, TRUE AND CORRECT ENTRIES ARE MADE OF ALL DEALINGS AND
TRANSACTIONS IN RELATION TO ITS BUSINESS AND ACTIVITIES. THE COMPANY WILL, AND
WILL CAUSE EACH OF THE SUBSIDIARIES TO, PERMIT ANY REPRESENTATIVES DESIGNATED BY
THE FACILITY AGENT OR ANY LENDER, UPON REASONABLE PRIOR NOTICE, TO VISIT AND
INSPECT ITS PROPERTIES, TO EXAMINE AND MAKE EXTRACTS FROM ITS BOOKS AND RECORDS
AND TO DISCUSS ITS AFFAIRS, FINANCES AND CONDITION WITH ITS OFFICERS AND
INDEPENDENT ACCOUNTANTS, ALL AT SUCH REASONABLE TIMES AND AS OFTEN AS REASONABLY
REQUESTED.
SECTION 5.09. COMPLIANCE WITH LAWS. THE COMPANY WILL, AND WILL CAUSE EACH OF THE
SUBSIDIARIES TO, COMPLY WITH ALL LAWS, RULES,