accompanied by a statement of
a Financial Officer or other executive officer of the Parent 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.
SECTION 5.03.
INFORMATION REGARDING COLLATERAL.
(A) THE PARENT BORROWER WILL
FURNISH TO THE ADMINISTRATIVE AGENT PROMPT WRITTEN NOTICE OF ANY CHANGE (I) IN
ANY LOAN PARTY'S LEGAL NAME OR IN ANY TRADE NAME USED TO IDENTIFY IT IN THE
CONDUCT OF ITS BUSINESS OR IN THE OWNERSHIP OF ITS PROPERTIES, (II) IN THE
LOCATION OF ANY LOAN PARTY'S CHIEF EXECUTIVE OFFICE, ITS PRINCIPAL PLACE OF
BUSINESS, ANY OFFICE IN WHICH IT MAINTAINS BOOKS OR RECORDS RELATING TO
COLLATERAL OWNED BY IT OR ANY OFFICE OR FACILITY AT WHICH COLLATERAL OWNED BY IT
IS LOCATED (INCLUDING THE ESTABLISHMENT OF ANY SUCH NEW OFFICE OR FACILITY),
(III) IN ANY LOAN PARTY'S IDENTITY OR STRUCTURE, (IV) IN ANY LOAN PARTY'S
JURISDICTION OF ORGANIZATION OR (V) IN ANY LOAN PARTY'S FEDERAL TAXPAYER
IDENTIFICATION NUMBER.
THE PARENT BORROWER AGREES NOT TO EFFECT OR PERMIT ANY
CHANGE REFERRED TO IN THE PRECEDING SENTENCE UNLESS WRITTEN NOTICE HAS BEEN
DELIVERED TO THE COLLATERAL AGENT, TOGETHER WITH ALL APPLICABLE INFORMATION TO
ENABLE THE ADMINISTRATIVE AGENT TO MAKE ALL FILINGS UNDER THE UNIFORM COMMERCIAL
CODE OR OTHERWISE THAT ARE REQUIRED IN ORDER FOR THE COLLATERAL AGENT (ON BEHALF
OF THE SECURED PARTIES) 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 CLAUSE (A) OF SECTION 5.01,
HOLDINGS (ON
102
BEHALF OF ITSELF AND THE OTHER LOAN PARTIES) SHALL DELIVER TO THE ADMINISTRATIVE
AGENT A CERTIFICATE OF A FINANCIAL OFFICER OF HOLDINGS (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 ORIGINAL 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; ASSET DROPDOWN.
(A) EACH OF
HOLDINGS, THE PARENT BORROWER AND THE FOREIGN SUBSIDIARY BORROWERS WILL, AND
WILL CAUSE EACH OF THE SUBSIDIARIES TO, DO OR CAUSE TO BE DONE ALL THINGS
NECESSARY TO PRESERVE, RENEW AND KEEP IN