TO THE EXTENT SET FORTH IN AND IN ACCORDANCE WITH
SECTION 5.01(Q).
(J)
FURTHER ASSURANCES.
(I)
PROMPTLY UPON REASONABLE REQUEST BY THE
ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT, CORRECT, AND CAUSE EACH OF ITS
SUBSIDIARIES PROMPTLY TO CORRECT, ANY MATERIAL DEFECT OR ERROR THAT MAY BE
DISCOVERED IN ANY LOAN DOCUMENT OR IN THE EXECUTION, ACKNOWLEDGMENT, FILING OR
RECORDATION THEREOF.
(II)
PROMPTLY UPON REASONABLE REQUEST BY THE
ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT, DO, EXECUTE, ACKNOWLEDGE, DELIVER,
RECORD, RE-RECORD, FILE, RE-FILE, REGISTER AND RE-REGISTER ANY AND ALL SUCH
FURTHER ACTS, DEEDS, CONVEYANCES, PLEDGE AGREEMENTS, MORTGAGES, DEEDS OF TRUST,
TRUST DEEDS, ASSIGNMENTS, FINANCING STATEMENTS AND CONTINUATIONS THEREOF,
TERMINATION STATEMENTS, NOTICES OF ASSIGNMENT, TRANSFERS, CERTIFICATES,
LANDLORDS' AND BAILEES' WAIVER AND CONSENT AGREEMENTS, ASSURANCES AND OTHER
INSTRUMENTS AS ANY AGENT MAY REASONABLY REQUIRE FROM TIME TO
49
TIME IN ORDER TO (A) CARRY OUT MORE EFFECTIVELY THE PURPOSES OF THE LOAN
DOCUMENTS, (B) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SUBJECT ANY
LOAN PARTY'S PROPERTIES, ASSETS, RIGHTS OR INTERESTS TO THE LIENS NOW OR
HEREAFTER INTENDED TO BE COVERED BY ANY OF THE COLLATERAL DOCUMENTS, (C) PERFECT
AND MAINTAIN THE VALIDITY, EFFECTIVENESS AND PRIORITY OF ANY OF THE COLLATERAL
DOCUMENTS AND ANY OF THE LIENS REQUIRED TO BE CREATED THEREUNDER AND (D) ASSURE,
CONVEY, GRANT, ASSIGN, TRANSFER, PRESERVE, PROTECT AND CONFIRM MORE EFFECTIVELY
UNTO THE SECURED PARTIES THE RIGHTS GRANTED OR NOW OR HEREAFTER INTENDED TO BE
GRANTED TO THE SECURED PARTIES UNDER ANY LOAN DOCUMENT OR UNDER ANY OTHER
INSTRUMENT EXECUTED IN CONNECTION WITH ANY LOAN DOCUMENT TO WHICH ANY LOAN PARTY
OR ANY OF ITS SUBSIDIARIES IS OR IS TO BE A PARTY, AND CAUSE EACH OF ITS
SUBSIDIARIES TO DO SO.
(K)
MAINTENANCE OF PROPERTIES, ETC.
MAINTAIN
AND PRESERVE ALL OF ITS PROPERTIES THAT ARE NECESSARY IN THE CONDUCT OF ITS
BUSINESS IN GOOD WORKING ORDER AND CONDITION, ORDINARY WEAR AND TEAR EXCEPTED,
AND WILL FROM TIME TO TIME MAKE OR CAUSE TO BE MADE ALL APPROPRIATE REPAIRS,
RENEWALS AND REPLACEMENTS THEREOF EXCEPT WHERE FAILURE TO DO SO COULD NOT HAVE A
MATERIAL ADVERSE EFFECT; PROVIDED THAT, THIS SECTION 5.01(K) SHALL NOT PROHIBIT
THE SALE, TRANSFER OR OTHER DISPOSITION OF ANY SUCH PROPERTY CONSUMMATED IN
ACCORDANCE WITH THE OTHER TERMS OF THIS AGREEMENT.
(L)
INTEREST RATE AND CURRENCY PROTECTION.
MAINTAIN ITS INTEREST RATE AND CURRENCY HEDGING PROGRAM SUBSTANTIALLY AS
DESCRIBED ON SCHEDULE 5.01(1).
(M)
POST-CLOSING OBLIGATIONS.
TAKE EACH ACTION
SET FORTH ON SCHEDULE 5.01(M) WITHIN THE TIME PERIOD SET FORTH ON
SCHEDULE 5.01(M) FOR SUCH ACTION; PROVIDED THAT IN EACH CASE, THE ADMINISTRATIVE
AGENT MAY, IN ITS SOLE DISCRETION, GRANT EXTENSIONS OF THE TIME PERIODS SET
FORTH IN THIS SECTION 5.01(M).
(N)
THREE-YEAR BUSINESS PLAN.
WITHIN 60 DAYS
FOLLOWING THE CLOSING DATE, THE BORROWER SHALL DELIVER TO THE ADMINISTRATIVE
AGENT A REASONABLY DETAILED CONSOLIDATED AND CONSOLIDATING BUSINESS PLAN OF THE
BORROWER AND ITS SUBSIDIARIES FOR THE FISCAL YEARS 2009 THROUGH 2011, INCLUDING
PROJECTED INCOME STATEMENTS, BALANCE SHEETS AND CASH FLOW STATEMENTS AND SEGMENT
LEVEL PROJECTIONS, SUBSTANTIALLY IN THE