OR EVENT OF DEFAULT;
(II)
THE FILING OR COMMENCEMENT OF ANY ACTION, SUIT OR PROCEEDING BY
OR BEFORE ANY ARBITRATOR OR GOVERNMENTAL AUTHORITY AGAINST OR, TO THE KNOWLEDGE
OF THE BORROWER, AFFECTING THE BORROWER OR ANY SUBSIDIARY WHICH, IF ADVERSELY
DETERMINED, COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT;
(III)
THE OCCURRENCE OF ANY EVENT OR ANY OTHER DEVELOPMENT BY WHICH THE
BORROWER OR ANY OF ITS SUBSIDIARIES (I) FAILS TO COMPLY WITH ANY ENVIRONMENTAL
LAW OR TO OBTAIN, MAINTAIN OR COMPLY WITH ANY PERMIT, LICENSE OR OTHER APPROVAL
REQUIRED UNDER ANY ENVIRONMENTAL LAW, (II) BECOMES SUBJECT TO ANY ENVIRONMENTAL
LIABILITY, (III) RECEIVES NOTICE OF ANY CLAIM WITH RESPECT TO ANY ENVIRONMENTAL
LIABILITY, OR (IV) BECOMES AWARE OF ANY BASIS FOR ANY ENVIRONMENTAL LIABILITY
AND IN EACH OF THE PRECEDING CLAUSES, WHICH INDIVIDUALLY OR IN THE AGGREGATE,
COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT;
(IV)
THE OCCURRENCE OF ANY ERISA EVENT THAT ALONE, OR TOGETHER WITH ANY
OTHER ERISA EVENTS THAT HAVE OCCURRED, COULD REASONABLY BE EXPECTED TO RESULT IN
LIABILITY OF THE BORROWER AND ITS SUBSIDIARIES IN AN AGGREGATE AMOUNT EXCEEDING
$2,500,000;
(V)
THE OCCURRENCE OF ANY MATERIAL DEFAULT OR EVENT OF DEFAULT, OR THE
RECEIPT BY BORROWER OR ANY OF ITS SUBSIDIARIES OF ANY WRITTEN NOTICE OF AN
ALLEGED DEFAULT OR EVENT OF DEFAULT, RESPECT OF ANY MATERIAL INDEBTEDNESS OF THE
BORROWER OR ANY OF ITS SUBSIDIARIES;
(VI)
PROMPTLY AFTER ANY LOAN PARTY'S RECEIPT THEREOF, NOTICE OF ANY
FINAL DECISION OF A CONTRACTING OFFICER DISALLOWING COSTS AGGREGATING MORE THAN
$1,000,000, WHICH DISALLOWED COSTS ARISE OUT OF ANY AUDIT OF GOVERNMENT
CONTRACTS OF ANY LOAN PARTY; AND
(VII)
ANY OTHER DEVELOPMENT THAT RESULTS IN, OR COULD REASONABLY BE
EXPECTED TO RESULT IN, A MATERIAL ADVERSE EFFECT.
(B)
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 BORROWER WILL, AND WILL CAUSE EACH OF ITS SUBSIDIARIES 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 RIGHTS, LICENSES, PERMITS,
PRIVILEGES, FRANCHISES, PATENTS, COPYRIGHTS, TRADEMARKS AND TRADE NAMES MATERIAL
TO THE CONDUCT OF ITS BUSINESS, EXCEPT FOR FAILURES WHICH WILL NOT, INDIVIDUALLY
OR IN THE AGGREGATE, BE REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT, 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. THE
BORROWER WILL, AND WILL CAUSE EACH OF ITS SUBSIDIARIES 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