EACH GRANTOR AGREES PROMPTLY TO NOTIFY THE
ADMINISTRATIVE AGENT IN WRITING OF ANY CHANGE IN (I) ITS LEGAL NAME, (II) THE
LOCATION OF ITS CHIEF EXECUTIVE OFFICE, ITS PRINCIPAL PLACE OF BUSINESS, ANY
OFFICE IN WHICH IT MAINTAINS BOOKS OR RECORDS RELATING TO ARTICLE 9 COLLATERAL
OWNED BY IT OR ANY OFFICE OR FACILITY AT WHICH ARTICLE 9 OWNED BY IT IS LOCATED
(INCLUDING THE ESTABLISHMENT OF ANY SUCH NEW OFFICE OR FACILITY), (III) ITS
IDENTITY OR TYPE OF ORGANIZATION OR CORPORATE STRUCTURE, (IV) ITS FEDERAL
TAXPAYER IDENTIFICATION NUMBER OR ORGANIZATIONAL IDENTIFICATION NUMBER OR
(V) ITS JURISDICTION OF ORGANIZATION.
EACH GRANTOR AGREES TO PROMPTLY PROVIDE
THE ADMINISTRATIVE AGENT WITH CERTIFIED ORGANIZATIONAL DOCUMENTS REFLECTING ANY
OF THE CHANGES DESCRIBED IN
15
THE FIRST SENTENCE OF THIS PARAGRAPH.
EACH GRANTOR 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 FIRST PRIORITY SECURITY INTEREST IN
ALL THE ARTICLE 9 COLLATERAL.
(B)
EACH GRANTOR AGREES TO MAINTAIN, AT ITS OWN COST AND EXPENSE, RECORDS WITH
RESPECT TO THE ARTICLE 9 COLLATERAL OWNED BY IT IN ACCORDANCE WITH SUCH PRUDENT
AND STANDARD PRACTICES USED IN INDUSTRIES THAT ARE THE SAME AS OR SIMILAR TO
THOSE IN WHICH SUCH GRANTOR IS ENGAGED, BUT IN ANY EVENT TO INCLUDE ACCOUNTING
RECORDS THAT ARE COMPLETE IN ALL MATERIAL RESPECTS AND INDICATE ALL PAYMENTS AND
PROCEEDS RECEIVED WITH RESPECT TO ANY PART OF THE ARTICLE 9 COLLATERAL, AND, AT
SUCH TIME OR TIMES AS THE ADMINISTRATIVE AGENT MAY REASONABLY REQUEST, PROMPTLY
TO PREPARE AND DELIVER TO THE ADMINISTRATIVE AGENT A DULY CERTIFIED SCHEDULE OR
SCHEDULES IN FORM AND DETAIL SATISFACTORY TO THE ADMINISTRATIVE AGENT SHOWING
THE IDENTITY, AMOUNT AND LOCATION OF ANY AND ALL ARTICLE 9 COLLATERAL.
(C)
AT THE TIME OF DELIVERY OF FINANCIAL STATEMENTS PURSUANT TO
SECTION 5.01(A) OF THE CREDIT AGREEMENT, THE PARENT BORROWER SHALL DELIVER TO
THE ADMINISTRATIVE AGENT A CERTIFICATE EXECUTED BY A FINANCIAL OFFICER
(I) SETTING FORTH THE INFORMATION REQUIRED BY THE DOMESTIC PERFECTION
CERTIFICATE OR CONFIRMING THAT THERE HAS BEEN NO CHANGE IN SUCH INFORMATION
SINCE THE DATE OF THE DOMESTIC PERFECTION CERTIFICATE DELIVERED ON THE
RESTATEMENT EFFECTIVE DATE OR THE DATE OF THE CERTIFICATE MOST RECENTLY
DELIVERED PURSUANT TO THIS SECTION 3.03(C), AS APPLICABLE, AND (II) CERTIFYING
THAT ALL UNIFORM COMMERCIAL CODE FINANCING STATEMENTS (INCLUDING FIXTURE
FILINGS, AS THE CASE MAY BE) 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 (A) OF THIS SECTION 3.03 TO THE EXTENT NECESSARY
TO PROTECT OR PERFECT THE SECURITY INTEREST FOR A PERIOD OF NOT LESS THAN
18 MONTHS AFTER THE DATE OF SUCH CERTIFICATE (EXCEPT AS NOTED THEREIN WITH
RESPECT