ADVERSE EFFECT.
(D)
EXISTENCE, ETC.
SELLER SHALL:
(I)
CONTINUE TO ENGAGE IN BUSINESS OF THE SAME GENERAL TYPE AS NOW
CONDUCTED BY IT OR OTHERWISE AS APPROVED BY THE AGENT PRIOR TO THE DATE HEREOF
AND MAINTAIN AND PRESERVE ITS LEGAL EXISTENCE AND ALL OF ITS MATERIAL RIGHTS,
PRIVILEGES, LICENSES AND FRANCHISES NECESSARY FOR THE OPERATION OF ITS BUSINESS
(INCLUDING, WITHOUT LIMITATION,
66
PRESERVATION OF ALL LENDING LICENSES HELD BY SELLER AND OF SELLER'S STATUS AS A
"QUALIFIED TRANSFEREE" (HOWEVER DENOMINATED) UNDER ALL DOCUMENTS WHICH GOVERN
THE PURCHASED ASSETS); PROVIDED, THAT NOTHING IN THIS SECTION 9.01(D)(I) SHALL
PROHIBIT ANY TRANSACTION EXPRESSLY PERMITTED UNDER SECTION 9.01(E);
(II)
COMPLY WITH ALL CONTRACTUAL OBLIGATIONS AND WITH THE REQUIREMENTS OF
ALL APPLICABLE LAWS, RULES, REGULATIONS AND ORDERS OF GOVERNMENTAL AUTHORITIES
(INCLUDING, WITHOUT LIMITATION, ALL ENVIRONMENTAL LAWS) IF FAILURE TO COMPLY
WITH SUCH REQUIREMENTS WOULD BE REASONABLY LIKELY (EITHER INDIVIDUALLY OR IN THE
AGGREGATE) TO HAVE A MATERIAL ADVERSE EFFECT;
(III)
KEEP ADEQUATE RECORDS AND BOOKS OF ACCOUNT, IN WHICH COMPLETE ENTRIES
WILL BE MADE IN ACCORDANCE WITH GAAP CONSISTENTLY APPLIED;
(IV)
NOT (I) CAUSE OR PERMIT ANY CHANGE TO BE MADE IN ITS NAME,
ORGANIZATIONAL IDENTIFICATION NUMBER, IDENTITY OR CORPORATE STRUCTURE, EACH AS
DESCRIBED IN SECTION 8.01(F) OR (II) CHANGE ITS JURISDICTION OF ORGANIZATION,
UNLESS IT SHALL HAVE PROVIDED THE AGENT THIRTY (30) DAYS' PRIOR WRITTEN NOTICE
OF SUCH CHANGE AND SHALL HAVE FIRST TAKEN ALL ACTION REQUIRED BY THE AGENT FOR
THE PURPOSE OF PERFECTING OR PROTECTING THE LIEN AND SECURITY INTEREST OF THE
AGENT ESTABLISHED HEREUNDER;
(V)
PAY AND DISCHARGE ALL TAXES, ASSESSMENTS AND GOVERNMENTAL CHARGES OR
LEVIES IMPOSED ON IT OR ON ITS INCOME OR PROFITS OR ON ANY OF ITS PROPERTY PRIOR
TO THE DATE ON WHICH PENALTIES ATTACH THERETO, EXCEPT FOR ANY SUCH TAX,
ASSESSMENT, CHARGE OR LEVY THE PAYMENT OF WHICH IS BEING CONTESTED IN GOOD FAITH
AND BY PROPER PROCEEDINGS AND AGAINST WHICH ADEQUATE RESERVES ARE BEING
MAINTAINED; AND
(VI)
PERMIT REPRESENTATIVES OF THE AGENT, UPON REASONABLE NOTICE (UNLESS A
DEFAULT SHALL HAVE OCCURRED AND IS CONTINUING, IN WHICH CASE, NO PRIOR NOTICE
SHALL BE REQUIRED), DURING NORMAL BUSINESS HOURS, TO EXAMINE, COPY (AT THE
AGENT'S EXPENSE) AND MAKE EXTRACTS FROM ITS BOOKS AND RECORDS, TO INSPECT ANY OF
ITS PROPERTIES, AND TO DISCUSS ITS BUSINESS AND AFFAIRS WITH ITS OFFICERS, ALL
TO THE EXTENT REASONABLY REQUESTED BY THE AGENT.
(E)
PROHIBITION OF FUNDAMENTAL CHANGES; FISCAL YEAR AND ACCOUNTING
METHOD.
SELLER SHALL NOT ENTER INTO ANY TRANSACTION OF MERGER OR CONSOLIDATION
OR AMALGAMATION, OR LIQUIDATE, WIND UP OR DISSOLVE ITSELF (OR SUFFER ANY
LIQUIDATION, WINDING UP OR DISSOLUTION), SELL ALL OR SUBSTANTIALLY ALL OF ITS
ASSETS OR ACQUIRE OR FORM ANY SUBSIDIARIES (OTHER THAN THE SUBSIDIARIES SET
FORTH ON SCHEDULE 5 HERETO AND SUCH ADDITIONAL SUBSIDIARIES WHICH MAY FROM TIME
TO TIME BECOME SELLERS UNDER THIS AGREEMENT IN ACCORDANCE WITH SECTION
9.01(HH)); PROVIDED, THAT SELLER MAY MERGE OR CONSOLIDATE WITH (A) ANY WHOLLY
OWNED SUBSIDIARY OF THE SELLER OR (B) ANY OTHER PERSON IF SELLER IS