COURSE OF ITS BUSINESS AND CONDUCT AND
THE OWNERSHIP, MAINTENANCE AND OPERATION OF ITS PROPERTY, AND CONDUCT ITS
BUSINESS IN AN ORDERLY AND EFFICIENT MANNER CONSISTENT WITH GOOD BUSINESS
PRACTICES AND INDUSTRY STANDARDS AND IN ACCORDANCE WITH ALL LAWS, EXCEPT WHERE
THE FAILURE TO SO PRESERVE, MAINTAIN OR CONDUCT WOULD ONLY RESULT IN A TRIVIAL
AND INCONSEQUENTIAL EFFECT.
IN ADDITION, EACH BORROWER AND PARENT COMPANY WILL,
AND PARENT COMPANY WILL CAUSE EACH COMPANY TO, ACT PRUDENTLY AND IN ACCORDANCE
WITH CUSTOMARY INDUSTRY STANDARDS AND WITH ITS CONTRACTUAL OBLIGATIONS IN
MANAGING AND OPERATING ITS PROPERTY, BUSINESS AND INVESTMENTS AND WILL KEEP IN
GOOD WORKING ORDER AND CONDITION, ORDINARY WEAR AND TEAR EXCEPTED, ALL OF ITS
PROPERTY AND LEGAL RIGHTS WHICH ARE NECESSARY OR DESIRABLE TO THE CONDUCT OF ITS
BUSINESS AND THE OWNERSHIP AND MAINTENANCE OF ITS PROPERTY.
SECTION 5.4
NOTICE OF DEFAULT.
PARENT COMPANY SHALL FURNISH TO THE
AGENT, IMMEDIATELY UPON ANY COMPANY BECOMING AWARE OF THE EXISTENCE OF ANY
CONDITION OR EVENT WHICH CONSTITUTES OR WOULD BECOME A DEFAULT OR AN EVENT OF
DEFAULT, WRITTEN NOTICE THEREOF THAT SPECIFIES THE NATURE AND PERIOD OF
EXISTENCE THEREOF AND THE ACTION WHICH SUCH COMPANY IS TAKING OR PROPOSES TO
TAKE WITH RESPECT THERETO.
SECTION 5.5
OTHER NOTICES.
AS SOON AS POSSIBLE, BUT IN ANY EVENT WITHIN
3 DAYS OF ANY COMPANY BECOMING AWARE THEREOF, PARENT COMPANY WILL PROMPTLY
NOTIFY THE AGENT OF (I) ANY MATERIAL ADVERSE CHANGE IN THE FINANCIAL CONDITION,
OPERATIONS, PROPERTY OR BUSINESS OF ANY COMPANY; (II) ANY DEFAULT UNDER, OR ANY
THREATENED OR ACTUAL ACCELERATION OF THE MATURITY OF, ANY
26
Indebtedness owing or secured by any Company (or any of its Property), which
individually or in the aggregate represents a monetary obligation of $250,000 or
more, or one with respect to which a default thereunder might have a Material
Adverse Effect; (iii) any default or event of default under any lease pertaining
to a location at which any Company operates or conducts any of its business or
stores any of its Property; (iv) any significant adverse claim against or
affecting any Company or any of the Property of any Company; and (v) the
commencement of, and/or any material determination in, any Litigation which
could reasonably be expected to result in a Judgment in excess of $250,000
(without regard to insurance coverage).
In respect to each of the foregoing
notices, each Borrower will promptly provide to the Agent all reasonably related
information requested by the Agent, in reasonable detail satisfactory to the
Agent.
SECTION 5.6
COMPLIANCE WITH LOAN DOCUMENTS.
EACH BORROWER AND PARENT
COMPANY WILL, AND PARENT COMPANY WILL CAUSE EACH COMPANY TO, PROMPTLY AND
COMPLETELY COMPLY WITH AND OBSERVE AND PERFORM ALL COVENANTS AND PROVISIONS OF
EACH LOAN DOCUMENT TO WHICH IT RESPECTIVELY IS A PARTY.
IN FURTHERANCE OF THE
FOREGOING, BUT IN NO WAY LIMITING THE GENERALITY THEREOF, THE PROCEEDS OF EACH
LOAN WILL BE USED STRICTLY IN COMPLIANCE WITH SECTION 2.16.
SECTION 5.7
COMPLIANCE WITH AGREEMENTS.
EACH BORROWER AND PARENT
COMPANY WILL, AND PARENT