ANY CHANGE REFERRED TO IN THE PRECEDING SENTENCE UNLESS ALL FILINGS HAVE BEEN
MADE UNDER THE UCC 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.
BORROWERS
AGREE TO PROVIDE TO THE ADMINISTRATIVE AGENT SUCH OTHER INFORMATION IN
CONNECTION WITH SUCH CHANGES AS THE ADMINISTRATIVE AGENT AND THE COLLATERAL
AGENT MAY REASONABLY REQUEST.
BORROWERS ALSO AGREE PROMPTLY TO NOTIFY THE
ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT IF ANY MATERIAL PORTION OF THE
COLLATERAL IS SUBJECT TO A CASUALTY EVENT.
(B)
EACH YEAR, AT THE TIME OF DELIVERY OF ANNUAL
FINANCIAL STATEMENTS WITH RESPECT TO THE PRECEDING FISCAL YEAR PURSUANT TO
PARAGRAPH (A) OF SECTION 5.01, DELIVER TO THE ADMINISTRATIVE AGENT (I) A
PERFECTION CERTIFICATE SUPPLEMENT SETTING FORTH ANY CHANGES TO 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 OR THE DATE OF THE MOST RECENTLY DELIVERED
PERFECTION CERTIFICATE SUPPLEMENT PURSUANT TO THIS SECTION 5.13(B) AND (II) A
CERTIFICATE OF A FINANCIAL OFFICER AND THE CHIEF LEGAL OFFICER OF THE LOAN
PARTIES CERTIFYING THAT ALL UCC 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 COLLATERAL HAVE BEEN FILED OF RECORD IN EACH
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GOVERNMENTAL, MUNICIPAL OR OTHER APPROPRIATE OFFICE IN EACH JURISDICTION
NECESSARY TO PROTECT AND PERFECT THE SECURITY INTERESTS AND LIENS UNDER THE
SECURITY DOCUMENTS 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 5.14
BORROWING BASE-RELATED REPORTS.
BORROWERS SHALL DELIVER OR CAUSE
TO BE DELIVERED (AT THE EXPENSE OF THE BORROWERS) TO THE COLLATERAL AGENT AND
THE ADMINISTRATIVE AGENT THE FOLLOWING:
(A)
IN NO EVENT LESS FREQUENTLY THAN 20 DAYS
AFTER THE END OF EACH MONTH FOR THE MONTH MOST RECENTLY ENDED, A BORROWING BASE
CERTIFICATE FROM THE BORROWERS ACCOMPANIED BY SUCH SUPPORTING DETAIL AND
DOCUMENTATION AS SHALL BE REQUESTED BY THE ADMINISTRATIVE AGENT OR THE
COLLATERAL AGENT IN THEIR REASONABLE CREDIT JUDGMENT; PROVIDED, HOWEVER, THAT,
DURING THE MONTHS OF DECEMBER AND JANUARY, IF AT ANY TIME THE OUTSTANDING AMOUNT
OF REVOLVING LOANS AND SWING LINE LOANS EXCEEDS $35.0 MILLION, BORROWERS SHALL
DELIVER A BORROWING BASE CERTIFICATE ON THE 15TH DAY AND ON THE LAST DAY OF SUCH
MONTHS AS OF THE DATE THAT IS TWO WEEKS PRIOR TO SUCH DATE OF DELIVERY;
(B)
UPON REQUEST BY THE ADMINISTRATIVE AGENT AND
THE COLLATERAL AGENT, AND IN NO EVENT LESS FREQUENTLY THAN 30 DAYS AFTER THE END
OF (I) EACH MONTH, A MONTHLY TRIAL BALANCE SHOWING ACCOUNTS OUTSTANDING AGED
FROM STATEMENT DATE AS FOLLOWS: 1 TO 30 DAYS, 31 TO 60 DAYS, 61 TO 90 DAYS AND
91 DAYS OR MORE, ACCOMPANIED BY