FURTHER ASSURANCES.
PROMPTLY, UPON THE
REASONABLE REQUEST OF THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT OR ANY
LENDER, AT BORROWERS' EXPENSE, EXECUTE, ACKNOWLEDGE AND DELIVER, OR CAUSE THE
EXECUTION, ACKNOWLEDGMENT AND DELIVERY OF, AND THEREAFTER REGISTER, FILE OR
RECORD, OR CAUSE TO BE REGISTERED, FILED OR RECORDED, IN AN APPROPRIATE
GOVERNMENTAL OFFICE, ANY DOCUMENT OR INSTRUMENT SUPPLEMENTAL TO OR CONFIRMATORY
OF THE SECURITY DOCUMENTS OR OTHERWISE DEEMED BY THE ADMINISTRATIVE AGENT OR THE
COLLATERAL AGENT REASONABLY NECESSARY OR DESIRABLE FOR THE CONTINUED VALIDITY,
PERFECTION AND PRIORITY OF THE LIENS ON THE COLLATERAL COVERED THEREBY SUPERIOR
TO AND PRIOR TO THE RIGHTS OF ALL
86
THIRD PERSONS OTHER THAN THE HOLDERS OF PERMITTED LIENS AND SUBJECT TO NO OTHER
LIENS EXCEPT AS PERMITTED BY THE APPLICABLE SECURITY DOCUMENT, OR OBTAIN ANY
CONSENTS, INCLUDING, WITHOUT LIMITATION, LANDLORD OR SIMILAR LIEN WAIVERS AND
CONSENTS, AS MAY BE NECESSARY OR APPROPRIATE IN CONNECTION THEREWITH.
DELIVER
OR CAUSE TO BE DELIVERED TO THE ADMINISTRATIVE AGENT FROM TIME TO TIME SUCH
OTHER DOCUMENTATION, CONSENTS, AUTHORIZATIONS, APPROVALS AND ORDERS IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT AS THE
ADMINISTRATIVE AGENT SHALL REASONABLY DEEM NECESSARY TO PERFECT OR MAINTAIN THE
LIENS ON THE COLLATERAL PURSUANT TO THE SECURITY DOCUMENTS.
UPON THE EXERCISE
BY THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT OR THE LENDERS OF ANY POWER,
RIGHT, PRIVILEGE OR REMEDY PURSUANT TO ANY LOAN DOCUMENT WHICH REQUIRES ANY
CONSENT, APPROVAL, REGISTRATION, QUALIFICATION OR AUTHORIZATION OF ANY
GOVERNMENTAL AUTHORITY EXECUTE AND DELIVER ALL APPLICATIONS, CERTIFICATIONS,
INSTRUMENTS AND OTHER DOCUMENTS AND PAPERS THAT THE ADMINISTRATIVE AGENT, THE
COLLATERAL AGENT OR THE LENDERS MAY BE SO REQUIRED TO OBTAIN.
IF THE
ADMINISTRATIVE AGENT, THE COLLATERAL AGENT OR THE REQUIRED LENDERS DETERMINE
THAT THEY ARE REQUIRED BY LAW OR REGULATION TO HAVE APPRAISALS PREPARED IN
RESPECT OF THE REAL PROPERTY OF ANY LOAN PARTY CONSTITUTING COLLATERAL,
BORROWERS SHALL PROVIDE TO THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT
APPRAISALS THAT SATISFY THE APPLICABLE REQUIREMENTS OF THE REAL ESTATE APPRAISAL
REFORM AMENDMENTS OF FIRREA AND ARE OTHERWISE IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT.
SECTION 5.13
INFORMATION REGARDING COLLATERAL.
(A)
FURNISH TO THE
ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT 30 DAYS PRIOR WRITTEN NOTICE (IN
THE FORM OF AN OFFICER'S CERTIFICATE), CLEARLY DESCRIBING ANY OF THE FOLLOWING
CHANGES (I) IN ANY LOAN PARTY'S CORPORATE NAME OR IN ANY TRADE NAME USED TO
IDENTIFY IT IN THE CONDUCT OF ITS BUSINESS OR IN THE OWNERSHIP OF ITS
PROPERTIES, (II) IN THE LOCATION OF ANY LOAN PARTY'S CHIEF EXECUTIVE OFFICE, ITS
PRINCIPAL PLACE OF BUSINESS, ANY OFFICE IN WHICH IT MAINTAINS BOOKS OR RECORDS
RELATING TO COLLATERAL OWNED BY IT OR ANY OFFICE OR FACILITY AT WHICH COLLATERAL
OWNED BY IT IS LOCATED (INCLUDING THE ESTABLISHMENT OF ANY SUCH NEW OFFICE OR
FACILITY), (III) IN ANY LOAN PARTY'S IDENTITY OR CORPORATE STRUCTURE, (IV) IN
ANY LOAN PARTY'S FEDERAL TAXPAYER IDENTIFICATION NUMBER OR (V) IN ANY LOAN
PARTY'S JURISDICTION OF ORGANIZATION.
BORROWERS AGREE NOT TO EFFECT OR PERMIT