AND (II) UPDATING THE COLLATERAL
QUESTIONNAIRE TO REFLECT MATERIAL CHANGES IN SUCH INFORMATION SINCE THE DATE OF
THE COLLATERAL QUESTIONNAIRE DELIVERED ON THE CLOSING DATE OR THE DATE OF THE
MOST RECENT CERTIFICATE DELIVERED PURSUANT TO THIS SECTION;
(P)
PROMPTLY (I) IF ANY CREDIT PARTY OBTAINS KNOWLEDGE THAT ANY CREDIT
PARTY OR ANY PERSON WHICH OWNS, DIRECTLY OR INDIRECTLY, ANY EQUITY SECURITIES OF
ANY CREDIT PARTY, OR ANY OTHER HOLDER AT ANY TIME OF ANY DIRECT OR INDIRECT
EQUITABLE, LEGAL OR BENEFICIAL INTEREST THEREIN IS THE SUBJECT OF ANY OF THE
TERRORISM LAWS, SUCH CREDIT PARTY WILL NOTIFY ADMINISTRATIVE AGENT AND (II) UPON
THE REQUEST OF ANY LENDER, SUCH CREDIT PARTY WILL PROVIDE ANY INFORMATION SUCH
LENDER BELIEVES IS REASONABLY NECESSARY TO BE DELIVERED TO COMPLY WITH THE
PATRIOT ACT;
(Q)
PROMPTLY, SUCH OTHER DATA AND INFORMATION AS FROM TIME TO TIME MAY
BE REASONABLY REQUESTED BY ADMINISTRATIVE AGENT;
(R)
CONCURRENTLY WITH THE DELIVERY OF ALL REPORTS, STATEMENTS AND
OTHER INFORMATION DELIVERED PURSUANT TO THE FIRST LIEN CREDIT AGREEMENT, COPIES
OF SUCH REPORTS, STATEMENTS AND OTHER INFORMATION, EXCEPT TO THE EXTENT THAT
SUCH INFORMATION HAS ALREADY BEEN DELIVERED TO THE ADMINISTRATIVE AGENT AND THE
LENDERS IN ACCORDANCE WITH THE TERMS HEREOF; AND
58
(s)
concurrent notice of and a copy of each amendment (or proposed
amendment) to the First Lien Credit Agreement, regardless of whether such
amendment is permitted under the Intercreditor Agreement without the consent of
the Administrative Agent and/or the Lenders.
Each notice pursuant to this Section shall be accompanied by a statement of a
Responsible Officer of Borrower setting forth details of the occurrence referred
to therein and stating what action Borrower has taken and proposes to take with
respect thereto.
The annual reports, proxies, financial statements or other
communications required by Section 6.2(b) above shall be deemed to have been
delivered on the date on which Borrower posts such reports on Borrower's website
on the Internet at the website address listed on Schedule 10.2 hereof or when
such report is posted on the Securities and Exchange Commission's website at
; provided that Borrower shall notify Administrative Agent of the
posting of any such new material.
Administrative Agent shall have no obligation
to request the delivery or to maintain copies of the reports and communications
referred to in Section 6.2(b), and in any event shall have no responsibility to
monitor compliance by Borrower with any such request for delivery, and each
Lender shall be solely responsible for requesting delivery to it or maintaining
its copies of such reports and communications.
6.3
PAYMENT OF TAXES.
Pay and discharge when due all taxes, assessments, and governmental charges,
except for (a) any such tax, assessment, charge, or levy which is a Lien
permitted under Section 7.2(i) and (b) immaterial taxes in de minimis amounts.
6.4
PRESERVATION OF EXISTENCE.
Preserve and maintain its existence, governmental authorizations, licenses,
permits, rights, franchises and privileges necessary or desirable in the normal
conduct of its business, except (i) as permitted by Section 7.3, or