OR ANY OFFICE OR FACILITY AT WHICH MATERIAL
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
OR (IV) IN ANY LOAN PARTY'S FEDERAL TAXPAYER IDENTIFICATION NUMBER OR OTHER
ORGANIZATIONAL IDENTIFICATION NUMBER.
THE PARENT AND THE BORROWER AGREE NOT TO
EFFECT OR PERMIT ANY CHANGE REFERRED TO IN THE PRECEDING SENTENCE UNLESS ALL
FILINGS HAVE BEEN MADE UNDER THE UNIFORM COMMERCIAL CODE OR OTHERWISE THAT ARE
REQUIRED IN ORDER FOR THE ADMINISTRATIVE AGENT TO CONTINUE AT ALL TIMES
FOLLOWING SUCH CHANGE TO HAVE A VALID, LEGAL AND PERFECTED SECURITY INTEREST IN
ALL THE COLLATERAL.
THE PARENT AND THE BORROWER ALSO AGREE PROMPTLY TO NOTIFY
THE ADMINISTRATIVE AGENT IF ANY MATERIAL PORTION OF THE COLLATERAL IS DAMAGED OR
DESTROYED.
(B)
ANNUAL OFFICER'S CERTIFICATE.
EACH YEAR, AT THE TIME OF DELIVERY
OF ANNUAL FINANCIAL STATEMENTS WITH RESPECT TO THE PRECEDING FISCAL YEAR
PURSUANT TO CLAUSE (A) OF SECTION 5.01, THE BORROWER SHALL DELIVER TO THE
ADMINISTRATIVE AGENT A CERTIFICATE OF A FINANCIAL OFFICER OF THE BORROWER
SETTING FORTH THE INFORMATION REQUIRED PURSUANT TO THE PERFECTION CERTIFICATE OR
CONFIRMING THAT THERE HAS BEEN NO CHANGE IN SUCH INFORMATION SINCE THE DATE OF
THE PERFECTION CERTIFICATE DELIVERED ON THE CLOSING DATE, IF ANY, OR THE DATE OF
THE MOST RECENT CERTIFICATE DELIVERED PURSUANT TO THIS SECTION.
SECTION 5.04
EXISTENCE; CONDUCT OF BUSINESS.
EACH OF THE PARENT AND THE
BORROWER WILL, AND WILL CAUSE EACH OF THE SUBSIDIARIES TO, DO OR CAUSE TO BE
DONE ALL THINGS REASONABLY NECESSARY TO PRESERVE, RENEW OR REPLACE AND KEEP IN
FULL FORCE AND EFFECT ITS LEGAL EXISTENCE AND THE RIGHTS, LICENSES, OPERATING
LICENSES, PERMITS, PRIVILEGES, FRANCHISES, PATENTS, COPYRIGHTS, TRADEMARKS AND
TRADE NAMES MATERIAL TO THE CONDUCT OF ITS BUSINESS, INCLUDING THE RENEWAL AND
MAINTENANCE OF ALL AUTHORIZATIONS, EXCEPT FOR THOSE THE FAILURE TO MAINTAIN,
PRESERVE OR KEEP IN FULL FORCE AND EFFECT COULD NOT REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT, 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 THE PARENT AND THE BORROWER WILL,
AND WILL CAUSE EACH OF THE SUBSIDIARIES TO PAY ALL ITS MATERIAL TAX LIABILITIES
AND ALL MATERIAL
71
LAWFUL CLAIMS THAT, IF UNPAID, MIGHT BY LAW BECOME A LIEN UPON ITS PROPERTY,
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, (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.
EACH OF THE PARENT AND THE BORROWER
WILL, AND WILL CAUSE EACH OF