ETC.
PROMPTLY INFORM THE BANK IN WRITING OF (1) ALL EXISTING AND ALL THREATENED
LITIGATION, CLAIMS, INVESTIGATIONS, ADMINISTRATIVE PROCEEDINGS AND SIMILAR
ACTIONS AFFECTING THE BORROWER WHICH COULD MATERIALLY AFFECT ITS BUSINESS,
ASSETS, AFFAIRS, PROSPECTS OR FINANCIAL CONDITION OF THE BORROWER OR ITS
SUBSIDIARIES; (2) THE OCCURRENCE OF ANY EVENT WHICH GIVES RISE TO THE BANK'S
OPTION TO TERMINATE THE CREDIT FACILITIES; (3) THE INSTITUTION OF STEPS BY THE
BORROWER TO WITHDRAW FROM, OR THE INSTITUTION OF ANY STEPS TO TERMINATE, ANY
EMPLOYEE BENEFIT PLAN AS TO WHICH THE BORROWER MAY HAVE LIABILITY; (4) ANY
REPORTABLE EVENT OR ANY PROHIBITED TRANSACTION IN CONNECTION WITH ANY EMPLOYEE
BENEFIT PLAN; (5) ANY ADDITIONS TO OR CHANGES IN THE LOCATIONS OF THE BORROWER'S
OR ANY OF THE BORROWER'S OR SUBSIDIARY'S BUSINESSES; AND (6) ANY ALLEGED BREACH
OF
4
ANY PROVISION OF THIS AGREEMENT OR OF ANY OTHER AGREEMENT RELATED TO THE CREDIT
FACILITIES BY THE BANK.
4.7
OTHER AGREEMENTS.
COMPLY WITH ALL TERMS AND
CONDITIONS OF ALL OTHER AGREEMENTS, WHETHER NOW OR HEREAFTER EXISTING, BETWEEN
THE BORROWER AND ANY OTHER PARTY.
4.8
TITLE TO ASSETS AND PROPERTY.
MAINTAIN GOOD
AND MARKETABLE TITLE TO ALL OF THE BORROWER'S ASSETS AND PROPERTIES, AND DEFEND
SUCH ASSETS AND PROPERTIES AGAINST ALL CLAIMS AND DEMANDS OF ALL PERSONS AT ANY
TIME CLAIMING ANY INTEREST IN THEM.
4.9
ADDITIONAL ASSURANCES.
PROMPTLY MAKE, EXECUTE
AND DELIVER ANY AND ALL AGREEMENTS, DOCUMENTS, INSTRUMENTS AND OTHER RECORDS
THAT THE BANK MAY REASONABLY REQUEST TO EVIDENCE ANY OF THE CREDIT FACILITIES,
CURE ANY DEFECT IN THE EXECUTION AND DELIVERY OF ANY OF THE RELATED DOCUMENTS,
PERFECT ANY LIEN, COMPLY WITH LEGAL REQUIREMENTS APPLICABLE TO THE BANK OR THE
CREDIT FACILITIES OR MORE FULLY TO DESCRIBE PARTICULAR ASPECTS OF THE AGREEMENTS
SET FORTH OR INTENDED TO BE SET FORTH IN ANY OF THE RELATED DOCUMENTS.
4.10
EMPLOYEE BENEFIT PLANS.
MAINTAIN EACH EMPLOYEE
BENEFIT PLAN AS TO WHICH THE BORROWER MAY HAVE ANY LIABILITY, IN COMPLIANCE WITH
ALL APPLICABLE REQUIREMENTS OF LAW AND REGULATIONS.
4.11
BANKING RELATIONSHIP.
ESTABLISH AND MAINTAIN ITS
PRIMARY BANKING DEPOSITORY AND DISBURSEMENT RELATIONSHIP WITH THE BANK.
4.12
COMPLIANCE CERTIFICATES.
PROVIDE THE BANK A
COMPLIANCE CERTIFICATE, AT THE FOLLOWING TIMES: (A) WITHIN FORTY-FIVE (45) DAYS
AFTER AND AS OF THE END OF EACH FISCAL QUARTER IN WHICH THERE WAS AN OUTSTANDING
ADVANCE OF PRINCIPAL OR AN OUTSTANDING LETTER OF CREDIT UNDER FACILITY A ON THE
LAST DAY OF SUCH FISCAL QUARTER, AND (B) IF NO CERTIFICATE HAS BEEN PROVIDED OR
IS OTHERWISE DUE AS OF THE END OF THE IMMEDIATELY PRECEDING FISCAL QUARTER, WITH
ANY REQUEST OF AN ADVANCE UNDER THE CREDIT FACILITIES OR FOR THE ISSUANCE OF A
LETTER OF CREDIT. WITHIN FORTY-FIVE (45) DAYS AFTER THE END OF EACH FISCAL
QUARTER, EXECUTED BY THE BORROWER'S CHIEF FINANCIAL OFFICER, OR OTHER OFFICER OR
A PERSON ACCEPTABLE TO THE BANK, CERTIFYING THAT, AS OF THE DATE OF THE
CERTIFICATE, NO DEFAULT EXISTS UNDER ANY PROVISION OF THIS AGREEMENT.
5.
NEGATIVE COVENANTS.
5.1
UNLESS OTHERWISE NOTED, THE FINANCIAL
REQUIREMENTS SET FORTH IN