(I) CAUSE OR PERMIT ANY CHANGE TO BE MADE IN ITS NAME,
ORGANIZATIONAL IDENTIFICATION NUMBER, IDENTITY OR CORPORATE STRUCTURE, EACH AS
DESCRIBED IN SECTION 8.01(F) OR (II) CHANGE ITS JURISDICTION OF ORGANIZATION,
UNLESS IT SHALL HAVE PROVIDED THE AGENT THIRTY (30) DAYS' PRIOR WRITTEN NOTICE
OF SUCH CHANGE AND SHALL HAVE FIRST TAKEN ALL ACTION REQUIRED BY THE AGENT FOR
THE PURPOSE OF PERFECTING OR PROTECTING THE LIEN AND SECURITY INTEREST OF THE
AGENT ESTABLISHED HEREUNDER;
(V)
PAY AND DISCHARGE ALL TAXES, ASSESSMENTS AND GOVERNMENTAL CHARGES
OR LEVIES IMPOSED ON IT OR ON ITS INCOME OR PROFITS OR ON ANY OF ITS PROPERTY
PRIOR TO THE DATE ON WHICH PENALTIES ATTACH THERETO, EXCEPT FOR ANY SUCH TAX,
ASSESSMENT, CHARGE OR LEVY THE PAYMENT OF WHICH IS BEING CONTESTED IN GOOD FAITH
AND BY PROPER PROCEEDINGS AND AGAINST WHICH ADEQUATE RESERVES ARE BEING
MAINTAINED; AND
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(VI)
PERMIT REPRESENTATIVES OF THE AGENT, UPON REASONABLE NOTICE
(UNLESS A DEFAULT SHALL HAVE OCCURRED AND IS CONTINUING, IN WHICH CASE, NO PRIOR
NOTICE SHALL BE REQUIRED), DURING NORMAL BUSINESS HOURS, TO EXAMINE, COPY (AT
THE AGENT'S EXPENSE) AND MAKE EXTRACTS FROM ITS BOOKS AND RECORDS, TO INSPECT
ANY OF ITS PROPERTIES, AND TO DISCUSS ITS BUSINESS AND AFFAIRS WITH ITS
OFFICERS, ALL TO THE EXTENT REASONABLY REQUESTED BY THE AGENT.
(E)
PROHIBITION OF FUNDAMENTAL CHANGES; FISCAL YEAR AND ACCOUNTING
METHOD.
SELLER SHALL NOT ENTER INTO ANY TRANSACTION OF MERGER OR CONSOLIDATION
OR AMALGAMATION, OR LIQUIDATE, WIND UP OR DISSOLVE ITSELF (OR SUFFER ANY
LIQUIDATION, WINDING UP OR DISSOLUTION), SELL ALL OR SUBSTANTIALLY ALL OF ITS
ASSETS OR ACQUIRE OR FORM ANY SUBSIDIARIES (OTHER THAN THE SUBSIDIARIES SET
FORTH ON SCHEDULE 5 HERETO AND SUCH ADDITIONAL SUBSIDIARIES WHICH MAY FROM TIME
TO TIME BECOME SELLERS UNDER THIS AGREEMENT IN ACCORDANCE WITH
SECTION 9.01(HH)); PROVIDED, THAT SELLER MAY MERGE OR CONSOLIDATE WITH (A) ANY
WHOLLY OWNED SUBSIDIARY OF THE SELLER OR (B) ANY OTHER PERSON IF SELLER IS THE
SURVIVING CORPORATION, IN EITHER CASE, AS LONG AS, AFTER GIVING EFFECT THERETO,
NO DEFAULT OR EVENT OF DEFAULT WOULD EXIST HEREUNDER.
SELLER SHALL NOT CHANGE
ITS RESPECTIVE FISCAL YEAR OR METHOD OF ACCOUNTING WITHOUT THE CONSENT OF THE
AGENT AND SELLER SHALL GIVE THE AGENT AT LEAST FIFTEEN (15) DAYS PRIOR WRITTEN
NOTICE OF ANY SUCH REQUESTED CHANGE, WHICH NOTICE SHALL INCLUDE A DETAILED
EXPLANATION OF THE CHANGES INTENDED TO BE MADE AND PRO FORMA FINANCIAL
STATEMENTS DEMONSTRATING THE IMPACT THEREOF.
(F)
MARGIN DEFICIT.
IF AT ANY TIME THERE EXISTS A MARGIN DEFICIT,
THE SELLERS SHALL CURE SAME IN ACCORDANCE WITH SECTION 4.01.
(G)
NOTICES.
SELLER SHALL GIVE NOTICE TO THE AGENT:
(I)
PROMPTLY UPON RECEIPT BY SELLER OF NOTICE OR KNOWLEDGE OF THE
OCCURRENCE OF ANY DEFAULT OR EVENT OF DEFAULT;
(II)
WITH RESPECT TO ANY PURCHASED ASSET, PROMPTLY UPON RECEIPT BY
SELLER OF ANY PRINCIPAL PREPAYMENT (IN FULL OR PARTIAL) OF SUCH PURCHASED ASSET;
(III)
WITH RESPECT TO ANY PURCHASED ASSET HEREUNDER, PROMPTLY UPON
RECEIPT OF NOTICE OR KNOWLEDGE BY OR OF SELLER THAT