TO THE
FACILITY AGENT AND EACH LENDER PROMPT WRITTEN NOTICE OF THE FOLLOWING:
(A) THE OCCURRENCE OF ANY DEFAULT;
(B) THE FILING OR COMMENCEMENT OF ANY ACTION, SUIT OR PROCEEDING BY OR BEFORE
ANY ARBITRATOR OR GOVERNMENTAL AUTHORITY AGAINST OR AFFECTING THE COMPANY
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OR ANY AFFILIATE THEREOF THAT, IF ADVERSELY DETERMINED, COULD REASONABLY BE
EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT;
(C) THE OCCURRENCE OF ANY ERISA EVENT THAT, ALONE OR TOGETHER WITH ANY OTHER
ERISA EVENTS THAT HAVE OCCURRED, COULD REASONABLY BE EXPECTED TO RESULT IN
LIABILITY OF THE COMPANY AND THE SUBSIDIARIES IN AN AGGREGATE AMOUNT EXCEEDING
US$5,000,000; AND
(D) ANY OTHER DEVELOPMENT THAT RESULTS IN, OR COULD REASONABLY BE EXPECTED TO
RESULT IN, A MATERIAL ADVERSE EFFECT.
Each notice delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of the Company setting forth the
details of the event or development requiring such notice and any action taken
or proposed to be taken with respect thereto.
SECTION 5.03. INFORMATION REGARDING COLLATERAL. (A)
THE COMPANY WILL FURNISH TO
THE FACILITY AGENT PROMPT WRITTEN NOTICE OF ANY CHANGE (I) IN ANY CREDIT PARTY'S
LEGAL NAME, AS REFLECTED IN ITS ORGANIZATION DOCUMENTS, (II) IN ANY CREDIT
PARTY'S JURISDICTION OF ORGANIZATION OR CORPORATE OR OTHER ORGANIZATIONAL
STRUCTURE AND (III) IN ANY CREDIT PARTY'S IDENTITY, FEDERAL TAXPAYER
IDENTIFICATION NUMBER OR ORGANIZATION NUMBER, IF ANY, ASSIGNED BY THE
JURISDICTION OF ITS ORGANIZATION. THE COMPANY ALSO AGREES TO PROMPTLY PROVIDE TO
THE FACILITY AGENT CERTIFIED ORGANIZATIONAL DOCUMENTS REFLECTING ANY OF THE
CHANGES DESCRIBED IN THE PRECEDING SENTENCE. THE COMPANY AGREES 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 COLLATERAL AGENT TO CONTINUE AT ALL TIMES FOLLOWING SUCH CHANGE TO
HAVE A VALID, LEGAL AND PERFECTED SECURITY INTEREST IN ALL THE COLLATERAL.
(B)
EACH YEAR, AT THE TIME OF DELIVERY OF ANNUAL FINANCIAL STATEMENTS WITH
RESPECT TO THE PRECEDING FISCAL YEAR PURSUANT TO SECTION 5.01(A), THE COMPANY
SHALL DELIVER TO THE FACILITY AGENT A CERTIFICATE OF A FINANCIAL OFFICER OF THE
COMPANY (I) 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 US TRANCHE
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 OR OTHER APPROPRIATE FILINGS, RECORDINGS OR REGISTRATIONS, INCLUDING
ALL REFILINGS, RERECORDINGS AND REREGISTRATIONS, HAVE BEEN FILED OF RECORD IN
EACH GOVERNMENTAL, MUNICIPAL OR OTHER APPROPRIATE OFFICE IN EACH JURISDICTION TO
THE EXTENT NECESSARY TO PROTECT AND PERFECT THE SECURITY INTERESTS UNDER THE
CREDIT SUPPORT AGREEMENTS FOR A PERIOD OF NOT LESS THAN 18 MONTHS AFTER THE DATE
OF SUCH CERTIFICATE (EXCEPT AS NOTED THEREIN WITH RESPECT TO ANY CONTINUATION OR
SIMILAR STATEMENTS TO BE FILED WITHIN SUCH PERIOD).