GIVING EFFECT TO
ANY SUCH DESIGNATION AND SUCH SUBSIDIARY BECOMING A SUBSIDIARY LOAN PARTY
HEREUNDER, THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS AS TO SUCH SUBSIDIARY SHALL BE TRUE AND CORRECT AND NO
DEFAULT SHALL HAVE OCCURRED OR BE CONTINUING, AND (III) SUCH SUBSIDIARY SHALL
HAVE DELIVERED TO THE ADMINISTRATIVE AGENT DOCUMENTS AND OPINIONS REQUESTED BY
THE ADMINISTRATIVE AGENT OF THE TYPE REFERRED TO IN PARAGRAPHS (B) AND (C) OF
SECTION 4.01.
SECTION 5.04.
INFORMATION REGARDING COLLATERAL.
THE BORROWER WILL FURNISH TO
THE ADMINISTRATIVE AGENT PROMPT WRITTEN NOTICE OF ANY CHANGE (I) IN THE LEGAL
NAME OF ANY LOAN PARTY, AS SET FORTH IN ITS ORGANIZATIONAL DOCUMENTS, (II) IN
THE JURISDICTION OF ORGANIZATION OR THE FORM OF ORGANIZATION OF ANY LOAN PARTY
(INCLUDING AS A RESULT OF ANY MERGER OR CONSOLIDATION), (III) IN THE LOCATION OF
THE CHIEF EXECUTIVE OFFICE OF ANY LOAN PARTY OR (IV) IN THE CASE OF ANY LOAN
PARTY THAT SHALL HAVE PLEDGED ANY EQUITY INTERESTS UNDER THE GUARANTEE AND
COLLATERAL AGREEMENT, IN THE ORGANIZATIONAL IDENTIFICATION NUMBER, IF ANY, OR
THE FEDERAL TAXPAYER IDENTIFICATION NUMBER OF SUCH LOAN PARTY.
THE BORROWER
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 ADMINISTRATIVE AGENT TO CONTINUE AT ALL TIMES
FOLLOWING SUCH CHANGE TO HAVE A VALID, LEGAL AND PERFECTED SECURITY INTEREST IN
ALL THE COLLATERAL.
SECTION 5.05.
EXISTENCE; CONDUCT OF BUSINESS.
THE BORROWER AND EACH SUBSIDIARY
WILL 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 MATERIAL
TO THE CONDUCT OF ITS BUSINESS TAKEN AS A WHOLE; PROVIDED THAT THE FOREGOING
SHALL NOT PROHIBIT ANY MERGER, CONSOLIDATION, LIQUIDATION OR DISSOLUTION
PERMITTED UNDER SECTION 6.03; AND PROVIDED, FURTHER THAT NEITHER THE BORROWER
NOR ANY OF ITS SUBSIDIARIES SHALL BE REQUIRED TO PRESERVE ANY RIGHT, LICENSE,
PERMIT, PRIVILEGE, FRANCHISE, PATENT, COPYRIGHT, TRADEMARK OR TRADE NAME IF THE
BORROWER OR SUCH SUBSIDIARY SHALL DETERMINE THAT THE PRESERVATION THEREOF IS NO
LONGER DESIRABLE IN THE CONDUCT OF BUSINESS OF THE BORROWER OR SUCH SUBSIDIARY,
AS THE CASE MAY BE, AND THAT THE LOSS THEREOF IS NOT DISADVANTAGEOUS IN ANY
MATERIAL RESPECT TO THE BORROWER, SUCH SUBSIDIARY OR THE LENDERS.
SECTION 5.06.
PAYMENT OF TAXES.
THE BORROWER AND EACH SUBSIDIARY WILL PAY ITS
TAX LIABILITIES 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
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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