ASIDE ON ITS BOOKS
IN ACCORDANCE WITH GAAP OR (B) TO THE EXTENT THAT ANY SUCH FAILURE TO FILE OR
PAY WILL NOT MATERIALLY AND ADVERSELY AFFECT EITHER THE LIENS AND SECURITY
INTERESTS OF ADMINISTRATIVE AGENT HEREUNDER OR UNDER ANY OF THE LOAN DOCUMENTS,
THE FINANCIAL CONDITION OF ANY CREDIT PARTY OR ITS CONTINUED OPERATIONS.
(C)
COMPLIANCE WITH LAWS AND AGREEMENTS.
NO
CREDIT PARTY WILL VIOLATE (I) ANY LAW, REGULATION OR OTHER GOVERNMENTAL
REQUIREMENT, ANY JUDGMENT OR ORDER OF ANY COURT OR GOVERNMENTAL AGENCY; (II) ANY
AGREEMENT, INSTRUMENT OR DOCUMENT WHICH IS MATERIAL TO ITS OPERATIONS OR TO THE
OPERATION OR USE OF ANY COLLATERAL, IN EACH CASE AS CONTEMPLATED BY THE LOAN
DOCUMENTS; OR (III) ANY AGREEMENT, INSTRUMENT OR DOCUMENT TO WHICH IT IS A PARTY
OR BY WHICH IT IS BOUND, IN EACH CASE, IF ANY SUCH VIOLATION WILL MATERIALLY AND
ADVERSELY AFFECT EITHER THE LIENS AND SECURITY INTERESTS OF ADMINISTRATIVE AGENT
HEREUNDER OR UNDER ANY OF THE LOAN DOCUMENTS, THE FINANCIAL CONDITION OF ANY
CREDIT PARTY, OR ITS CONTINUED OPERATIONS.
(D)
NO USE OF ADMINISTRATIVE AGENT OR LENDERS'
NAME.
NO CREDIT PARTY WILL DIRECTLY OR INDIRECTLY PUBLISH, DISCLOSE OR
OTHERWISE USE IN ANY ADVERTISING OR PROMOTIONAL MATERIAL, OR PRESS RELEASE OR
INTERVIEW, THE NAME, LOGO OR ANY TRADEMARK OF ADMINISTRATIVE AGENT, ANY LENDER,
MLPF&S, MERRILL LYNCH AND CO., INC. OR ANY OF THEIR AFFILIATES, EXCEPT AS
REQUIRED IN ANY APPLICABLE SECURITIES FILING.
ANY PRESS RELEASE MENTIONING THIS
LOAN FACILITY MUST BE (I) FACTUAL ONLY AS TO THE MAKING OF THE LOAN AND NOT HAVE
THE
25
APPEARANCE OF AN ENDORSEMENT, AND (II) EXPRESSLY PRE-APPROVED BY ADMINISTRATIVE
AGENT'S EQUIPMENT FINANCE SENIOR TRANSACTION ATTORNEY.
(E)
NOTIFICATION BY BORROWER.
BORROWER SHALL
PROVIDE ADMINISTRATIVE AGENT WITH PROMPT WRITTEN NOTIFICATION OF: (I) ANY
DEFAULT OR EVENT OF DEFAULT; (II) ANY MATERIAL ADVERSE CHANGE IN THE BUSINESS,
FINANCIAL CONDITION OR OPERATIONS OF ANY CREDIT PARTY; (III) ANY INFORMATION
WHICH INDICATES THAT ANY FINANCIAL STATEMENTS OF ANY CREDIT PARTY FAIL IN ANY
MATERIAL RESPECT TO PRESENT FAIRLY, IN ALL MATERIAL RESPECTS, THE FINANCIAL
CONDITION AND RESULTS OF OPERATIONS PURPORTED TO BE PRESENTED IN SUCH
STATEMENTS; (IV) ANY THREATENED OR PENDING LITIGATION INVOLVING ANY CREDIT PARTY
THAT IF ADVERSELY ADJUDICATED AGAINST A CREDIT PARTY WOULD REASONABLY BE
EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT; (V) ANY EVENT OF LOSS OR ANY
ATTACHMENT, LIEN, JUDICIAL PROCESS, ENCUMBRANCE OR CLAIM AFFECTING OR INVOLVING
ANY COLLATERAL OTHER THAN A PERMITTED LIEN; AND (VI) ANY CHANGE IN BORROWER'S
OUTSIDE ACCOUNTANTS.
EACH NOTIFICATION BY BORROWER PURSUANT HERETO SHALL
SPECIFY THE EVENT OR INFORMATION CAUSING SUCH NOTIFICATION, AND, TO THE EXTENT
APPLICABLE, SHALL SPECIFY THE STEPS BEING TAKEN TO RECTIFY OR REMEDY SUCH EVENT
OR INFORMATION.
(F)
ENTITY ORGANIZATION.
EACH CREDIT PARTY
WHICH IS AN ENTITY WILL (I) REMAIN (A) VALIDLY EXISTING AND IN GOOD STANDING IN
THE STATE OF ITS ORGANIZATION AND (B) QUALIFIED TO DO BUSINESS AND IN GOOD
STANDING IN EACH OTHER STATE WHERE THE NATURE OF ITS BUSINESS OR THE PROPERTY
OWNED BY IT MAKE