INCLUDING WITHOUT
LIMITATION ALL PRINCIPAL, INTEREST, PREMIUM, PENALTIES, ASSESSMENTS AND OTHER
CHARGES IMPOSED OR WHICH MIGHT BE SOUGHT OR IMPOSED AT ANY TIME IN CONNECTION
THEREWITH. NOTHING CONTAINED HEREIN, HOWEVER, IS OR SHALL BE DEEMED TO AUTHORIZE
ANY NON-PAYMENT OF TAXES WHEN DUE;
BY NO LATER THAN THE LAST BUSINESS DAY OF EACH MONTH, PROMPTLY FURNISH TO THE
ADMINISTRATIVE AGENT WITH A COPY TO EACH LENDER A REPORT LISTING THE AMOUNT OF
OUTSTANDING NOTES PURCHASED BY A DEALER NOTE PURCHASE PARTY, IF APPLICABLE,
DURING SUCH MONTH;
WRITTEN NOTIFICATION OF ANY INTENTION ON THE PART OF ANY BORROWER TO DISCHARGE
ITS PRESENT ACCOUNTANTS OR ANY WITHDRAWAL OR RESIGNATION BY SUCH INDEPENDENT
ACCOUNTANTS FROM THEIR ACTING IN SUCH CAPACITY; AND
WRITTEN NOTIFICATION OF ANY CHANGE IN BORROWER'S PRESIDENT, CHIEF EXECUTIVE
OFFICER, CHIEF FINANCIAL OFFICER (WITHOUT REGARD TO THE TITLE(S) ACTUALLY GIVEN
TO THE PERSONS DISCHARGING THE DUTIES CUSTOMARILY DISCHARGED BY OFFICERS WITH
THOSE TITLES).
PAYMENT OF INDEBTEDNESS.
Pay, discharge or otherwise satisfy at or before maturity (subject, where
applicable, to specified grace periods and, in the case of trade payables, to
normal payment practices) all of its obligations and liabilities of whatsoever
nature, except when the amount or validity thereof is currently being contested
in good faith by appropriate proceedings and it shall have provided for such
reserves: (a) prior to any Event of Default which is continuing, and provided
that the amount in controversy is $500,000 or less, as it may reasonably deem
proper or necessary; and (b) subsequent to any Event of Default which is
continuing, or in the event that the amount in controversy is $100,000 or more,
as the Administrative Agent may reasonably deem proper and necessary. The
foregoing exception shall not apply, however, with respect to any Indebtedness
to any of the following Persons: any Dealer Note Purchase Party, if applicable,
the Senior Notes Trustee, the Senior Note Holders, NYCIDA, and/or any Person who
such Borrower is obligated to cause to enter into an Intercreditor Agreement
with the Lender.
CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE AND ASSETS.
CONDUCT CONTINUOUSLY AND OPERATE ACTIVELY ITS BUSINESS ACCORDING TO GOOD
BUSINESS PRACTICES AND MAINTAIN ALL OF ITS PROPERTIES USEFUL OR NECESSARY IN ITS
BUSINESS IN GOOD WORKING ORDER AND CONDITION (REASONABLE WEAR AND TEAR EXCEPTED
AND EXCEPT FOR DISPOSITIONS OF COLLATERAL THAT ARE PERMITTED UNDER THE SECURITY
AGREEMENT), INCLUDING, WITHOUT LIMITATION, ALL
49
LICENSES, PATENTS, COPYRIGHTS, TRADE NAMES, TRADE SECRETS AND TRADEMARKS; (B)
KEEP IN FULL FORCE AND EFFECT ITS EXISTENCE AND COMPLY IN ALL MATERIAL RESPECTS
WITH THE LAWS AND REGULATIONS GOVERNING THE CONDUCT OF ITS BUSINESS; (C) MAKE
ALL SUCH REPORTS AND PAY ALL SUCH FRANCHISE AND OTHER TAXES AND LICENSE FEES AND
DO ALL SUCH OTHER ACTS AND THINGS AS MAY BE LAWFULLY REQUIRED TO MAINTAIN ITS
RIGHTS, LICENSES, LEASES, POWERS AND FRANCHISES UNDER THE LAWS OF THE UNITED
STATES OR ANY POLITICAL SUBDIVISION THEREOF; (D) FILE ALL FEDERAL, STATE AND
LOCAL TAX RETURNS AND OTHER REPORTS SUCH LOAN PARTY IS REQUIRED BY LAW TO