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 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. EACH 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.
EACH 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 OTHER THAN
PERMITTED ENCUMBRANCES) 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), AND (B) SUCH
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.
SECTION 5.6.
BOOKS AND RECORDS. EACH 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 UIC IN CONFORMITY WITH GAAP.
SECTION 5.7.
VISITATION, INSPECTION, ETC.
EACH BORROWER WILL, AND
WILL CAUSE EACH RESTRICTED SUBSIDIARY TO, PERMIT ANY REPRESENTATIVE OF THE
ADMINISTRATIVE AGENT 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 ITS INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS, ALL AT SUCH REASONABLE TIMES DURING BUSINESS HOURS
AND AS OFTEN AS THE ADMINISTRATIVE AGENT MAY REASONABLY REQUEST AFTER REASONABLE
PRIOR NOTICE TO THE ADMINISTRATIVE BORROWER; PROVIDED, HOWEVER, IF AN EVENT OF
DEFAULT HAS OCCURRED AND IS CONTINUING, NO PRIOR NOTICE SHALL BE REQUIRED.
NOTWITHSTANDING THE FOREGOING, IF NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED,
ANY SUCH VISITATION AND INSPECTION OCCURRING MORE THAN THREE
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TIMES IN ANY FISCAL YEAR SHALL BE AT THE EXPENSE OF THE ADMINISTRATIVE AGENT AND
THE LENDERS.
IF AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, AAI WILL,
UPON REQUEST OF THE ADMINISTRATIVE AGENT, OBTAIN AN APPRAISAL OF THE HUNT
VALLEY, BALTIMORE COUNTY, MARYLAND REAL ESTATE SUBJECT TO A MORTGAGE FROM AN
APPRAISER REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT, AND TO THE EXTENT
THE VALUE OF SUCH REAL ESTATE IS GREATER THAN $30,000,000, AAI WILL EXECUTE (I)
AN AMENDMENT TO THE DEED OF TRUST INCREASING THE LIMIT ON