OF THE BORROWER)
AGAINST THE BORROWER OR ANY SUBSIDIARY OR ANY OF THEIR RESPECTIVE ASSETS THAT
COULD REASONABLY BE EXPECTED, INDIVIDUALLY OR IN THE AGGREGATE, TO HAVE A
MATERIAL ADVERSE EFFECT; AND (V) ANY OTHER DEVELOPMENT IN THE BUSINESS OR
AFFAIRS OF THE BORROWER OR ANY SUBSIDIARY IF THE EFFECT THEREOF WOULD REASONABLY
BE EXPECTED, INDIVIDUALLY OR IN THE AGGREGATE, TO HAVE A MATERIAL ADVERSE EFFECT
OR COULD REASONABLY BE EXPECTED TO RESULT IN A DEFAULT; IN EACH CASE DESCRIBING
THE NATURE THEREOF AND THE ACTION THE BORROWER PROPOSES TO TAKE WITH RESPECT
THERETO.
SUCH NOTICE SHALL BE DEEMED GIVEN IF THE BORROWER HAS MADE PUBLIC
DISCLOSURE OF SUCH INFORMATION IN A FILING WITH THE SEC, WITH A LINK TO THE
NOTICE PROVIDED TO THE LENDER WITHIN FIVE (5) BUSINESS DAYS OF THE FILING BY
ELECTRONIC MAIL OR OTHER MUTUALLY ACCEPTABLE COMMUNICATION.
WITHIN FIVE (5)
BUSINESS DAYS OF ANY RESPONSIBLE OFFICER OF THE BORROWER OBTAINING KNOWLEDGE OF
ANY DEFAULT OR EVENT OF DEFAULT, BORROWER SHALL FURNISH TO LENDER A CERTIFICATE
OF A RESPONSIBLE OFFICER OF THE BORROWER STATING THAT SUCH CERTIFICATE IS A
"NOTICE OF DEFAULT" AND SETTING FORTH THE DETAILS THEREOF AND THE ACTION WHICH
THE BORROWER IS TAKING OR PROPOSES TO TAKE WITH RESPECT THERETO
(L)
NOTICE OF RATING CHANGES.
PROMPTLY NOTIFY THE LENDER AFTER THE
BORROWER BECOMES AWARE OF ANY CHANGE (EITHER EXPRESSLY OR PURSUANT TO A LETTER
FROM A RATING AGENCY STATING AN "IMPLIED RATING") IN THE BORROWER'S CREDIT
RATING, STATING THE DETAILS THEREOF, AND OF ANY ANNOUNCEMENT BY ANY RATING
AGENCY THAT ITS CREDIT RATING FOR THE BORROWER IS "UNDER REVIEW" OR HAS BEEN
PLACED ON "CREDIT WATCH" OR A "WATCH LIST" OR OF ANY SIMILAR DEVELOPMENT OR OF
ANY
30
CHANGE IN THE RELEVANT BANKING REGULATOR'S RATING OF THE BORROWER OR ANY BANKING
BUSINESS SUBSIDIARY.
(M)
USE OF PROCEEDS.
USE THE LOAN ONLY (I) TO REPAY INDEBTEDNESS OF
THE BORROWER OUTSTANDING UNDER THE EXISTING CREDIT AGREEMENT AT THE EFFECTIVE
TIME AS CONTEMPLATED HEREIN, (II) FOR GENERAL CORPORATE PURPOSES (WHICH INCLUDES
MERGER AND ACQUISITION TRANSACTIONS), AND (III) TO MAKE PERMITTED INVESTMENTS.
(N)
COMPLIANCE WITH LAWS AND ENVIRONMENTAL MATTERS.
(I)
COMPLY, AND
CAUSE EACH SUBSIDIARY TO COMPLY, IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE
LAWS, STATUTES, RULES, REGULATIONS, DECREES, OPINIONS, OR AGENCY REQUIREMENTS OR
ORDERS (INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL LAWS), (II) NOTIFY THE
LENDER PROMPTLY AFTER BECOMING AWARE OF ANY ENVIRONMENTAL CLAIM, OR ANY FACT OR
CIRCUMSTANCE THAT COULD REASONABLY BE EXPECTED TO RESULT IN AN ENVIRONMENTAL
CLAIM OR A VIOLATION OF ANY ENVIRONMENTAL LAW THAT COULD REASONABLY BE EXPECTED,
INDIVIDUALLY OR IN THE AGGREGATE, TO HAVE A MATERIAL ADVERSE EFFECT, WITH
RESPECT TO THE BORROWER'S OR ANY SUBSIDIARIES' PROPERTIES OR FACILITIES, AND
(III) PROMPTLY FORWARD TO THE LENDER A COPY OF ANY MATERIAL ORDER, NOTICE,
PERMIT, APPLICATION, OR ANY OTHER COMMUNICATION OR REPORT RECEIVED IN CONNECTION
WITH ANY SUCH MATTERS AS THEY MAY AFFECT SUCH PREMISES.
(O)
DIVIDENDS BY BANK SUBSIDIARY.
TO THE EXTENT NEEDED AND PERMITTED
BY APPLICABLE LAW (INCLUDING TO THE EXTENT