WOULD REASONABLY
BE EXPECTED TO RESULT, EITHER INDIVIDUALLY OR IN THE AGGREGATE, IN A MATERIAL
ADVERSE EFFECT; AND
(F) ANY MATERIAL CHANGE IN ACCOUNTING POLICIES OR FINANCIAL REPORTING PRACTICES
BY THE BORROWER.
Each notice pursuant to this Section 4.3 shall be in electronic form accompanied
by a statement by a Responsible Officer of the Borrower setting forth details of
the occurrence referred to therein, and stating what action the Borrower or
other Person proposes to take with respect thereto and at what time.
Each
notice under subsection 4.3(a) shall describe with particularity any and all
clauses or provisions of this Agreement or other Loan Document that have been
breached or violated.
SECTION 4.4 PRESERVATION OF CORPORATE EXISTENCE, ETC.
The Borrower shall:
(A) PRESERVE AND MAINTAIN IN FULL FORCE AND EFFECT ITS ORGANIZATIONAL EXISTENCE
AND GOOD STANDING UNDER THE LAWS OF ITS JURISDICTION OF INCORPORATION,
ORGANIZATION OR FORMATION, AS APPLICABLE;
(B) PRESERVE AND MAINTAIN IN FULL FORCE AND EFFECT ALL RIGHTS, PRIVILEGES,
QUALIFICATIONS, PERMITS, LICENSES AND FRANCHISES NECESSARY IN THE NORMAL CONDUCT
OF ITS BUSINESS;
(C) USE ITS COMMERCIALLY REASONABLE EFFORTS, IN THE ORDINARY COURSE OF BUSINESS,
TO PRESERVE ITS BUSINESS ORGANIZATION AND PRESERVE THE GOODWILL AND BUSINESS OF
THE CUSTOMERS, SUPPLIERS AND OTHERS HAVING MATERIAL BUSINESS RELATIONS WITH IT;
AND
(D) CONTINUE TO ENGAGE, AND CAUSE ITS SUBSIDIARIES TO CONTINUE TO ENGAGE, IN THE
BUSINESSES IN WHICH THE BORROWER AND ITS SUBSIDIARIES ENGAGED IN ON THE DATE OF
THIS AGREEMENT, EXCEPT (A) TO THE EXTENT THAT THE FAILURE TO SO CONTINUE TO
ENGAGE IN ANY SUCH BUSINESS RESULTED FROM CIRCUMSTANCES NOT SUBJECT TO THE
CONTROL OF THE BORROWER OR ITS SUBSIDIARIES (AS APPLICABLE), OR (B) TO THE
EXTENT THAT THE FAILURE TO SO CONTINUE TO ENGAGE IN ANY SUCH BUSINESS OR
BUSINESSES WOULD NOT, IN THE AGGREGATE, REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
SECTION 4.5 MAINTENANCE OF PROPERTY.
The Borrower shall maintain and preserve all its Property which is used or
useful in its business in good working order and condition, ordinary wear and
tear excepted, and shall make all necessary repairs thereto and renewals and
replacements thereof.
SECTION 4.6 INSURANCE.
The Borrower shall, at its own expense, maintain at all times and keep in full
force and effect policies of insurance with respect to the Properties of the
Borrower in such amounts, against such risks and with such terms (including
deductibles, limits of liability and loss payment provisions) as are required by
applicable law and consistent with industry standards.
SECTION 4.7 PAYMENT OF OBLIGATIONS.
The Borrower shall pay, discharge and perform as the same shall become due and
payable or required to be performed, all their respective obligations and
liabilities, including:
(A) ALL TAX LIABILITIES, ASSESSMENTS AND GOVERNMENTAL CHARGES OR LEVIES UPON IT
OR ITS PROPERTY, UNLESS THE SAME ARE BEING CONTESTED IN GOOD FAITH BY
APPROPRIATE PROCEEDINGS DILIGENTLY PROSECUTED WHICH STAY THE FILING OR
ENFORCEMENT OF ANY LIEN AND FOR WHICH ADEQUATE RESERVES IN ACCORDANCE WITH GAAP
ARE BEING MAINTAINED BY THE BORROWER;
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(B)