BE EXPECTED TO RESULT IN A
MATERIAL ADVERSE EFFECT; 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 written
statement of a Financial Officer or other executive officer of the Borrower
setting forth the details of the event or development requiring such notice and
any action taken or proposed to be taken with respect thereto.
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SECTION 5.03.
INFORMATION REGARDING COLLATERAL.
(A)
THE BORROWER WILL FURNISH
TO THE ADMINISTRATIVE AGENT PROMPT WRITTEN NOTICE OF ANY CHANGE (I) IN ANY LOAN
PARTY'S LEGAL NAME, AS REFLECTED IN ITS ORGANIZATION DOCUMENTS, (II) IN ANY LOAN
PARTY'S JURISDICTION OF ORGANIZATION OR FORM OF ORGANIZATION (III) IN THE
LOCATION OF ANY LOAN PARTY'S CHIEF EXECUTIVE OFFICE OR PRINCIPAL PLACE OF
BUSINESS THAT IS NOT A REGISTERED ORGANIZATION (AS DEFINED IN THE UNIFORM
COMMERCIAL CODE) STRUCTURE AND (IV) IN ANY LOAN PARTY'S IDENTITY, FEDERAL
TAXPAYER IDENTIFICATION NUMBER OR ORGANIZATION NUMBER, IF ANY, ASSIGNED BY THE
JURISDICTION OF ITS ORGANIZATION.
THE BORROWER ALSO AGREES TO PROMPTLY PROVIDE
TO THE ADMINISTRATIVE AGENT CERTIFIED ORGANIZATIONAL DOCUMENTS REFLECTING ANY OF
THE CHANGES DESCRIBED IN THE PRECEDING SENTENCE.
THE BORROWER AGREES NOT TO
EFFECT OR PERMIT ANY CHANGE REFERRED TO IN THE PRECEDING SENTENCES UNLESS ALL
FILINGS HAVE BEEN MADE UNDER THE UNIFORM COMMERCIAL CODE OR OTHERWISE THAT ARE
REQUIRED IN ORDER FOR THE COLLATERAL AGENT, FOR THE BENEFIT OF THE LENDERS, TO
CONTINUE AT ALL TIMES FOLLOWING SUCH CHANGE TO HAVE A VALID, LEGAL AND PERFECTED
SECURITY INTEREST IN ALL THE COLLATERAL.
THE BORROWER ALSO AGREES PROMPTLY TO
NOTIFY THE ADMINISTRATIVE AGENT IF ANY MATERIAL PORTION OF THE COLLATERAL IS
DAMAGED OR DESTROYED.
(B)
AT THE TIME OF EACH DELIVERY OF FINANCIAL STATEMENTS PURSUANT TO SECTION
5.01(A), THE BORROWER SHALL DELIVER TO THE ADMINISTRATIVE AGENT A CERTIFICATE
EXECUTED BY A FINANCIAL OFFICER AND A CHIEF LEGAL OFFICER OF THE BORROWER (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 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 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.
THE BORROWER WILL, AND WILL
CAUSE EACH SUBSIDIARY TO, DO OR CAUSE TO BE DONE ALL THINGS NECESSARY TO OBTAIN,
PRESERVE,