SECTION 5.3.
MAINTENANCE OF PROPERTIES.
EACH
CREDIT PARTY SHALL MAINTAIN ITS CORPORATE/LEGAL EXISTENCE AND BUSINESS, MAINTAIN
ITS ASSETS IN GOOD OPERATING CONDITIONS AND REPAIR (SUBJECT TO ORDINARY WEAR AND
TEAR AND TO ALL PROVISIONS OF THIS AGREEMENT PERMITTING SALES OF CERTAIN ASSETS
OF THE CREDIT PARTIES), KEEP ITS BUSINESS AND ASSETS ADEQUATELY INSURED,
MAINTAIN ITS CHIEF EXECUTIVE OFFICE IN THE UNITED STATES, CONTINUE TO ENGAGE IN
THE SAME OR SUBSTANTIALLY SIMILAR LINES OF BUSINESS, AND COMPLY IN ALL MATERIAL
RESPECTS WITH ALL REGULATIONS, INCLUDING, WITHOUT LIMITATION, ERISA AND
ENVIRONMENTAL LAWS, EXCEPT TO THE EXTENT THAT FAILURE TO SO ACT, WHICH EITHER
INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT REASONABLY EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
SECTION 5.4.
NOTICE OF MATERIAL EVENTS.
EACH
CREDIT PARTY SHALL NOTIFY ADMINISTRATIVE AGENT AND THE LENDERS PROMPTLY IN
WRITING (I) OF THE OCCURRENCE OF ANY DEFAULT OR EVENT OF DEFAULT, (II) OF ANY
PROCEEDING ALLEGING NONCOMPLIANCE WITH ERISA OR ANY ENVIRONMENTAL LAW WHICH
WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON SUCH PERSON,
(III) OF ANY THREATENED OR PENDING LITIGATION OR OTHER PROCEEDING OR CLAIM, TO
THE KNOWLEDGE OF THE CREDIT PARTIES, AFFECTING THE BORROWER, ANY OF ITS
SUBSIDIARIES OR ANY OTHER CREDIT PARTY INVOLVING CLAIMS WHICH IN THE REASONABLE
JUDGMENT OF SUCH PERSON COULD RESULT IN LIABILITY IN EXCESS OF $750,000 IN THE
AGGREGATE OR ANY MATERIAL CHANGE IN ANY SUCH LITIGATION OR PROCEEDING PREVIOUSLY
REPORTED, (IV) OF ANY CLAIMS TO THE KNOWLEDGE OF THE CREDIT PARTIES, WHICH IN
THE REASONABLE JUDGMENT OF THE BORROWER COULD RESULT IN LIABILITY IN EXCESS OF
$750,000 IN THE AGGREGATE AGAINST ANY ASSETS OR PROPERTIES OF ANY CREDIT PARTY
ENCUMBERED IN FAVOR OF ADMINISTRATIVE AGENT AND/OR THE LENDERS AND (V) ANY OTHER
DEVELOPMENT THAT RESULTS IN, OR COULD REASONABLY BE EXPECTED TO RESULT IN, A
MATERIAL ADVERSE EFFECT.
SECTION 5.5.
USE OF PROCEEDS.
THE BORROWER, EACH
OF ITS SUBSIDIARIES AND EACH OF THE OTHER CREDIT PARTIES SHALL USE THE PROCEEDS
OF THE TERM LOANS ONLY AS PERMITTED BY SECTION 2.5 HEREOF.
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SECTION 5.6.
FURTHER ASSURANCES.
(A)
EACH CREDIT PARTY SHALL COOPERATE WITH
ADMINISTRATIVE AGENT, TAKE SUCH ACTION, EXECUTE SUCH DOCUMENTS, AND PROVIDE SUCH
INFORMATION AS ADMINISTRATIVE AGENT MAY FROM TIME TO TIME REASONABLY REQUEST IN
ORDER TO FURTHER EFFECT THE TRANSACTIONS CONTEMPLATED BY AND THE PURPOSES OF THE
LOAN DOCUMENTS.
(B)
EACH CREDIT PARTY SHALL PROMPTLY, UPON
REQUEST BY ANY LENDER, CORRECT, AND CAUSE EACH OF THE OTHER CREDIT PARTIES TO
ANY LOAN DOCUMENT TO PROMPTLY CORRECT, ANY DEFECT OR ERROR THAT MAY BE
DISCOVERED IN ANY LOAN DOCUMENT OR IN THE EXECUTION, ACKNOWLEDGMENT OR
RECORDATION OF ANY LOAN DOCUMENT.
PROMPTLY UPON REQUEST BY ADMINISTRATIVE AGENT
OR THE REQUIRED LENDERS, THE CREDIT PARTIES SHALL EXECUTE, ACKNOWLEDGE, DELIVER,
RECORD, FILE AND REGISTER, ANY AND ALL SUCH FURTHER ACTS, DEEDS, CONVEYANCES,
DOCUMENTS, SECURITY AGREEMENTS, PLEDGE AGREEMENTS, MORTGAGES, DEEDS OF TRUST,
TRUST DEEDS, ASSIGNMENTS, FINANCING STATEMENTS AND CONTINUATIONS, NOTICES OF
ASSIGNMENT, TRANSFERS, CERTIFICATES, ASSURANCES AND OTHER INSTRUMENTS AS
ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS MAY