OR CONFIRMING THAT THERE HAS BEEN NO CHANGE IN SUCH INFORMATION
SINCE THE DATE OF THE PERFECTION CERTIFICATE DELIVERED ON THE EFFECTIVE DATE OR
THE DATE OF THE MOST RECENT CERTIFICATE DELIVERED PURSUANT TO THIS SECTION AND
(II) CERTIFYING THAT ALL UNIFORM COMMERCIAL CODE FINANCING STATEMENTS (INCLUDING
FIXTURE FILINGS, AS THE CASE MAY BE) OR OTHER APPROPRIATE FILINGS, RECORDINGS OR
REGISTRATIONS, INCLUDING ALL REFILINGS, RERECORDINGS AND REREGISTRATIONS,
CONTAINING A DESCRIPTION OF THE COLLATERAL HAVE BEEN FILED OF RECORD IN EACH
GOVERNMENTAL, MUNICIPAL OR OTHER APPROPRIATE OFFICE IN EACH JURISDICTION
IDENTIFIED PURSUANT TO CLAUSE (I) ABOVE TO THE EXTENT NECESSARY TO PROTECT AND
PERFECT THE SECURITY INTERESTS UNDER THE COLLATERAL AGREEMENT FOR A PERIOD OF
NOT LESS THAN 18 MONTHS AFTER THE DATE OF SUCH CERTIFICATE (EXCEPT AS NOTED
THEREIN WITH RESPECT TO ANY CONTINUATION STATEMENTS TO BE FILED WITHIN SUCH
PERIOD).
SECTION 5.04. EXISTENCE; CONDUCT OF BUSINESS. EACH OF HOLDINGS AND THE BORROWER
WILL, AND HOLDINGS WILL CAUSE EACH SUBSIDIARY TO, DO OR CAUSE TO BE DONE ALL
THINGS NECESSARY TO OBTAIN, PRESERVE, RENEW AND KEEP IN FULL FORCE AND EFFECT
ITS LEGAL EXISTENCE AND THE RIGHTS, LICENSES, PERMITS, PRIVILEGES, FRANCHISES,
PATENTS, COPYRIGHTS, TRADEMARKS AND TRADE NAMES MATERIAL TO THE CONDUCT OF ITS
BUSINESS, PROVIDED THAT THE FOREGOING SHALL NOT PROHIBIT ANY MERGER,
CONSOLIDATION, LIQUIDATION OR DISSOLUTION PERMITTED UNDER SECTION 6.03.
SECTION 5.05. PAYMENT OF OBLIGATIONS. EACH OF HOLDINGS AND THE BORROWER WILL,
AND HOLDINGS WILL CAUSE EACH SUBSIDIARY TO, PAY ITS MATERIAL OBLIGATIONS,
INCLUDING TAX LIABILITIES, BEFORE THE SAME SHALL BECOME DELINQUENT OR IN
DEFAULT, EXCEPT WHERE (A) THE VALIDITY OR AMOUNT THEREOF IS BEING CONTESTED IN
GOOD FAITH BY APPROPRIATE PROCEEDINGS, (B) HOLDINGS, THE BORROWER OR SUCH
SUBSIDIARY HAS SET ASIDE ON ITS BOOKS ADEQUATE RESERVES WITH RESPECT THERETO IN
ACCORDANCE WITH GAAP, (C) SUCH CONTEST EFFECTIVELY SUSPENDS COLLECTION OF THE
CONTESTED OBLIGATION AND THE ENFORCEMENT OF ANY LIEN SECURING SUCH OBLIGATION
AND (D) THE FAILURE TO MAKE PAYMENT PENDING SUCH CONTEST COULD NOT REASONABLY BE
EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
SECTION 5.06. MAINTENANCE OF PROPERTIES. EXCEPT TO THE EXTENT THE FAILURE TO DO
SO COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT, EACH
OF HOLDINGS AND THE BORROWER WILL, AND HOLDINGS WILL CAUSE EACH SUBSIDIARY TO,
KEEP AND MAINTAIN ALL PROPERTY MATERIAL TO THE CONDUCT OF ITS BUSINESS IN GOOD
WORKING ORDER AND CONDITION, ORDINARY WEAR AND TEAR EXCEPTED.
SECTION 5.07. INSURANCE. EACH OF HOLDINGS AND THE BORROWER WILL, AND HOLDINGS
WILL CAUSE EACH SUBSIDIARY TO, MAINTAIN, WITH FINANCIALLY SOUND AND REPUTABLE
INSURANCE COMPANIES, (A) INSURANCE IN SUCH AMOUNTS (WITH NO GREATER RISK
RETENTION) AND AGAINST SUCH RISKS AS IS (I) CUSTOMARILY MAINTAINED BY COMPANIES
OF ESTABLISHED REPUTE
46
ENGAGED IN THE SAME OR SIMILAR BUSINESSES OPERATING IN THE SAME OR SIMILAR
LOCATIONS AND (II) CONSIDERED ADEQUATE BY HOLDINGS AND THE BORROWER AND (B) ALL
OTHER INSURANCE AS MAY BE REQUIRED BY LAW OR ANY OTHER LOAN DOCUMENT. THE
BORROWER WILL FURNISH TO THE LENDERS, UPON REQUEST OF THE