WILL USE REASONABLE EFFORTS TO CONDUCT (OR HAVE CONDUCTED) ANY SUCH
EXAMINATION OR INSPECTION SO AS TO MINIMIZE DISRUPTIONS TO THE OPERATIONS OF
SUCH OBLIGOR.
SECTION 5.3
COMPLIANCE WITH LAWS.
THE BORROWER WILL, AND WILL CAUSE
EACH OTHER OBLIGOR TO, (A) COMPLY IN ALL MATERIAL RESPECTS WITH THE REQUIREMENTS
OF ALL APPLICABLE LAWS AND REGULATIONS, INCLUDING BUT NOT LIMITED TO ALL
ENVIRONMENTAL LAWS; AND (B) USE AND KEEP ITS ASSETS, AND WILL REQUIRE THAT
OTHERS USE AND KEEP ITS ASSETS, ONLY FOR LAWFUL PURPOSES, WITHOUT VIOLATION OF
ANY FEDERAL, STATE OR LOCAL LAW, STATUTE OR ORDINANCE.
IN ADDITION, AND WITHOUT
LIMITING THE FOREGOING SENTENCE, THE BORROWER SHALL (I) ENSURE, AND CAUSE EACH
OTHER OBLIGOR TO ENSURE, THAT NO PERSON WHO OWNS A CONTROLLING INTEREST IN, OR
OTHERWISE CONTROLS, THE BORROWER OR ANY OTHER OBLIGOR IS OR SHALL BE LISTED ON
THE SPECIALLY DESIGNATED NATIONALS AND BLOCKED PERSON LIST OR OTHER SIMILAR
LISTS MAINTAINED BY THE OFFICE OF FOREIGN ASSETS CONTROL ("OFAC"), THE
DEPARTMENT OF THE TREASURY OR INCLUDED IN ANY EXECUTIVE ORDERS; (II) NOT USE OR
PERMIT THE USE OF THE PROCEEDS OF ANY ADVANCE TO VIOLATE ANY OF THE FOREIGN
ASSET CONTROL REGULATIONS OF OFAC OR ANY ENABLING STATUTE OR EXECUTIVE ORDER
RELATING THERETO; AND (III) COMPLY, AND CAUSE EACH OTHER OBLIGOR TO COMPLY, WITH
ALL APPLICABLE BANK SECRECY ACT ("BSA") LAWS AND REGULATIONS, AS AMENDED.
SECTION 5.4
PAYMENT OF TAXES AND OTHER CLAIMS.
THE BORROWER WILL PAY
OR DISCHARGE, AND WILL CAUSE EACH OTHER OBLIGOR TO PAY OR DISCHARGE, WHEN DUE,
(A) ALL TAXES, ASSESSMENTS AND GOVERNMENTAL CHARGES LEVIED OR IMPOSED UPON IT OR
UPON ITS INCOME OR PROFITS OR UPON ANY PROPERTIES BELONGING TO IT PRIOR IN EACH
CASE TO THE DATE ON WHICH PENALTIES ATTACH THERETO; (B) ALL FEDERAL, STATE AND
LOCAL TAXES REQUIRED TO BE WITHHELD BY IT; AND (C) ALL LAWFUL CLAIMS FOR LABOR,
MATERIALS AND SUPPLIES THAT, IF UNPAID, MIGHT BY LAW BECOME A LIEN OR CHARGE
UPON ANY PROPERTIES OF AN OBLIGOR; PROVIDED, THAT NO OBLIGOR SHALL BE REQUIRED
TO PAY ANY SUCH TAX, ASSESSMENT, CHARGE OR CLAIM WHOSE AMOUNT, APPLICABILITY OR
VALIDITY IS BEING CONTESTED IN
57
GOOD FAITH BY APPROPRIATE PROCEEDINGS AND FOR WHICH SUCH OBLIGOR HAS SET ASIDE
ADEQUATE RESERVES IN ACCORDANCE WITH GAAP.
SECTION 5.5
MAINTENANCE OF PROPERTIES.
THE BORROWER WILL KEEP AND
MAINTAIN, AND WILL CAUSE EACH OTHER OBLIGOR TO KEEP AND MAINTAIN, ALL OF ITS
PROPERTIES NECESSARY OR USEFUL IN ITS BUSINESS IN GOOD CONDITION, REPAIR AND
WORKING ORDER (NORMAL WEAR AND TEAR EXCEPTED); PROVIDED, HOWEVER, THAT NOTHING
IN THIS SECTION 5.5 SHALL PREVENT AN OBLIGOR FROM DISCONTINUING THE OPERATION
AND MAINTENANCE OF ANY OF ITS PROPERTIES IF SUCH DISCONTINUANCE IS, IN THE
REASONABLE JUDGMENT OF SUCH OBLIGOR, DESIRABLE IN THE CONDUCT OF SUCH OBLIGOR'S
BUSINESS.
THE BORROWER WILL, AND WILL CAUSE EACH OTHER OBLIGOR TO, TAKE ALL
COMMERCIALLY REASONABLE STEPS NECESSARY TO PROTECT AND MAINTAIN ITS INTELLECTUAL
PROPERTY RIGHTS.
THE BORROWER WILL, AND WILL CAUSE EACH OTHER OBLIGOR TO, TAKE
ALL COMMERCIALLY REASONABLE STEPS