OTHER CHANGES IN THE BORROWER'S CONSOLIDATED
TANGIBLE NET WORTH; AND
(K)
FROM TIME TO TIME SUCH ADDITIONAL INFORMATION REGARDING THE
FINANCIAL CONDITION OR OPERATIONS OF THE BORROWER AND ITS SUBSIDIARIES AS THE
ADMINISTRATIVE AGENT, AT THE REQUEST OF ANY BANK, MAY REASONABLY REQUEST IN
WRITING, SO LONG AS DISCLOSURE OF SUCH INFORMATION COULD NOT RESULT IN A
VIOLATION OF, OR EXPOSE THE BORROWER OR ITS SUBSIDIARIES TO ANY MATERIAL
LIABILITY UNDER, ANY APPLICABLE LAW, STATUTE, ORDINANCE OR REGULATION OR ANY
AGREEMENTS WITH UNAFFILIATED THIRD PARTIES THAT ARE BINDING ON THE BORROWER OR
ANY OF ITS SUBSIDIARIES OR ON ANY PROPERTY OF ANY OF THEM.
SECTION 5.2.
Payment of Obligations. The Borrower and its
Consolidated Subsidiaries will pay and discharge, at or before maturity, all
their respective material obligations and liabilities including, without
limitation, any such material obligations pursuant to any agreement by which it
or any of its properties is bound, in each case where the
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failure to so pay or discharge such obligations or liabilities is likely to
result in a Material Adverse Effect, and will maintain in accordance with GAAP,
appropriate reserves for the accrual of any of the same.
SECTION 5.3.
Maintenance of Property; Insurance; Leases.
(A)
THE BORROWER WILL KEEP, AND WILL CAUSE EACH CONSOLIDATED
SUBSIDIARY TO KEEP, ALL PROPERTY USEFUL AND NECESSARY IN ITS BUSINESS, INCLUDING
WITHOUT LIMITATION EACH OF ITS REAL PROPERTY ASSETS (FOR SO LONG THE SAME
CONSTITUTES A REAL PROPERTY ASSET), IN GOOD REPAIR, WORKING ORDER AND CONDITION,
ORDINARY WEAR AND TEAR EXCEPTED, IN EACH CASE WHERE THE FAILURE TO SO MAINTAIN
AND REPAIR WILL HAVE A MATERIAL ADVERSE EFFECT.
(B)
THE BORROWER SHALL MAINTAIN, OR CAUSE TO BE MAINTAINED, INSURANCE
DESCRIBED IN SECTION 4.24 HEREOF WITH INSURERS MEETING THE QUALIFICATIONS
DESCRIBED THEREIN, WHICH INSURANCE SHALL IN ANY EVENT NOT PROVIDE FOR LESS
COVERAGE THAN INSURANCE CUSTOMARILY CARRIED BY OWNERS OF PROPERTIES SIMILAR TO,
AND IN THE SAME LOCATIONS AS, BORROWER'S REAL PROPERTY ASSETS.
THE BORROWER
WILL DELIVER TO THE ADMINISTRATIVE AGENT (I) UPON THE REASONABLE REQUEST OF THE
ADMINISTRATIVE AGENT FROM TIME TO TIME CERTIFICATES OF INSURERS EVIDENCING THE
INSURANCE CARRIED, (II) WITHIN FIVE (5) DAYS OF RECEIPT OF NOTICE FROM ANY
INSURER A COPY OF ANY NOTICE OF CANCELLATION OR MATERIAL CHANGE IN COVERAGE
REQUIRED BY SECTION 4.24 FROM THAT EXISTING ON THE DATE OF THIS AGREEMENT AND
(III) FORTHWITH, NOTICE OF ANY CANCELLATION OR NONRENEWAL (WITHOUT REPLACEMENT)
OF COVERAGE BY THE BORROWER.
SECTION 5.4.
Maintenance of Existence. The Borrower will
preserve, renew and keep in full force and effect, its corporate existence and
its rights, privileges and franchises necessary for the normal conduct of its
business unless the failure to maintain such rights and franchises does not have
a Material Adverse Effect.
SECTION 5.5.
Compliance with Laws. The Borrower will, and will
cause its Consolidated Subsidiaries to, comply in all material respects with all
applicable laws, ordinances, rules, regulations, and requirements of
governmental authorities (including, without limitation, Environmental Laws, and
all zoning and building codes with respect