(I) SETTING FORTH THE INFORMATION REQUIRED PURSUANT TO SECTION 1 OF THE
PERFECTION CERTIFICATE OR CONFIRMING THAT THERE HAS BEEN NO CHANGE IN SUCH
INFORMATION SINCE THE DATE OF THE PERFECTION CERTIFICATE DELIVERED ON THE SECOND
RESTATEMENT 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 APPLICABLE) OR OTHER
APPROPRIATE FILINGS, RECORDINGS OR REGISTRATIONS, INCLUDING ALL REFILINGS,
RERECORDINGS AND REREGISTRATIONS, CONTAINING A DESCRIPTION OF THE SENIOR
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
SENIOR SUBSIDIARY SECURITY 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.
EXCEPT AS OTHERWISE PERMITTED BY
THIS AGREEMENT, THE BORROWER WILL CONTINUE, AND WILL CAUSE EACH SUBSIDIARY TO
CONTINUE, TO ENGAGE IN BUSINESS OF THE SAME GENERAL TYPE AS NOW CONDUCTED BY THE
BORROWER AND THE SUBSIDIARIES.
THE BORROWER WILL, AND WILL CAUSE EACH OF THE
SUBSIDIARIES TO, DO OR CAUSE TO BE DONE ALL THINGS NECESSARY TO 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, IN EACH CASE MATERIAL TO THE CONDUCT OF ITS BUSINESS; PROVIDED THAT THE
FOREGOING SHALL NOT PROHIBIT ANY MERGER, CONSOLIDATION, LIQUIDATION, DISSOLUTION
OR SALE OF ASSETS PERMITTED UNDER SECTION 6.03.
SECTION 5.05.
PAYMENT OF OBLIGATIONS.
THE BORROWER WILL, AND WILL CAUSE EACH
OF THE SUBSIDIARIES TO, PAY ITS INDEBTEDNESS AND OTHER OBLIGATIONS, INCLUDING
TAX LIABILITIES, WHICH, IF UNPAID, COULD RESULT IN A MATERIAL LIEN ON ANY OF
THEIR PROPERTIES OR ASSETS, 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) THE BORROWER OR SUCH SUBSIDIARY HAS
SET ASIDE ON ITS BOOKS ADEQUATE RESERVES WITH RESPECT THERETO IN ACCORDANCE WITH
GAAP AND (C) 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.
THE BORROWER WILL, AND WILL CAUSE
EACH OF THE SUBSIDIARIES 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.
(A)
THE BORROWER WILL, AND WILL CAUSE EACH OF THE
SUBSIDIARIES TO, MAINTAIN (EITHER IN THE NAME OF THE BORROWER OR IN SUCH
SUBSIDIARY'S OWN NAME), WITH FINANCIALLY SOUND AND REPUTABLE INSURANCE COMPANIES
INSURANCE IN SUCH AMOUNTS (WITH NO GREATER RISK RETENTION) AND AGAINST SUCH
RISKS AS ARE CUSTOMARILY MAINTAINED BY COMPANIES OF ESTABLISHED REPUTE ENGAGED
IN THE SAME OR SIMILAR BUSINESSES OPERATING IN THE SAME OR SIMILAR LOCATIONS.
THE BORROWER WILL FURNISH