on
its website on the internet; provided that Borrower shall provide paper copies
to the Administrative Agent of the compliance certificates required by
Section 5.01(c). Notwithstanding the foregoing, the Borrower shall deliver paper
copies of any financial statement referred to in Section 5.01 to the
Administrative Agent if the Administrative Agent requests the Borrower to
furnish such paper copies until written notice to cease delivering such paper
copies is given by the Administrative Agent.
50
SECTION 5.02.
NOTICES OF MATERIAL EVENTS.
THE COMPANY WILL FURNISH TO THE
ADMINISTRATIVE AGENT AND EACH LENDER PROMPT WRITTEN NOTICE OF THE FOLLOWING:
(A)
THE OCCURRENCE OF ANY DEFAULT;
(B)
THE FILING OR COMMENCEMENT OF ANY ACTION, SUIT OR PROCEEDING BY OR BEFORE
ANY ARBITRATOR OR GOVERNMENTAL AUTHORITY AGAINST OR AFFECTING THE COMPANY OR ANY
AFFILIATE THEREOF THAT, IF ADVERSELY DETERMINED, COULD REASONABLY BE EXPECTED TO
RESULT IN A MATERIAL ADVERSE EFFECT;
(C)
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 A
MATERIAL ADVERSE EFFECT; AND
(D)
ANY OTHER DEVELOPMENT THAT RESULTS IN, OR COULD REASONABLY BE EXPECTED TO
RESULT IN, A MATERIAL ADVERSE EFFECT.
Each notice delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of the Company 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 5.03.
EXISTENCE; CONDUCT OF BUSINESS.
THE COMPANY WILL, AND WILL CAUSE
EACH OF ITS SUBSIDIARIES TO, DO OR CAUSE TO BE DONE ALL THINGS NECESSARY TO
PRESERVE, RENEW AND KEEP IN FULL FORCE AND EFFECT ITS LEGAL EXISTENCE AND THE
RIGHTS, QUALIFICATIONS, LICENSES, PERMITS, PRIVILEGES, FRANCHISES, GOVERNMENTAL
AUTHORIZATIONS AND INTELLECTUAL PROPERTY RIGHTS MATERIAL TO THE CONDUCT OF ITS
BUSINESS, AND MAINTAIN ALL REQUISITE AUTHORITY TO CONDUCT ITS BUSINESS IN EACH
JURISDICTION IN WHICH ITS BUSINESS IS CONDUCTED; PROVIDED THAT THE FOREGOING
SHALL NOT PROHIBIT ANY MERGER, CONSOLIDATION, LIQUIDATION OR DISSOLUTION
PERMITTED UNDER SECTION 6.03.
SECTION 5.04.
PAYMENT OF OBLIGATIONS.
THE COMPANY WILL, AND WILL CAUSE EACH OF
ITS SUBSIDIARIES TO, PAY ITS OBLIGATIONS, INCLUDING TAX LIABILITIES, THAT, IF
NOT PAID, COULD RESULT IN A MATERIAL ADVERSE EFFECT 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, (B) THE COMPANY OR
SUCH SUBSIDIARY HAS SET ASIDE ON ITS BOOKS ADEQUATE RESERVES WITH RESPECT
THERETO IN ACCORDANCE WITH GAAP AND (C) THE FAILURE TO MAKE PAYMENT PENDING SUCH
CONTEST COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
SECTION 5.05.
MAINTENANCE OF PROPERTIES; INSURANCE.
THE COMPANY WILL, AND WILL
CAUSE EACH OF ITS SUBSIDIARIES TO, (A) KEEP AND MAINTAIN ALL PROPERTY MATERIAL
TO THE CONDUCT OF ITS BUSINESS IN GOOD WORKING ORDER AND CONDITION, ORDINARY
WEAR AND TEAR EXCEPTED, AND (B) MAINTAIN WITH FINANCIALLY SOUND AND REPUTABLE
CARRIERS (I) INSURANCE IN SUCH AMOUNTS (WITH NO GREATER