FORTH ON A CERTIFICATE PREVIOUSLY DELIVERED PURSUANT TO THIS CLAUSE (J), OR
(II) CERTIFYING THAT THERE HAS BEEN NO CHANGE (OTHER THAN ANY CHANGE THAT COULD
NOT REASONABLY BE EXPECTED TO BE ADVERSE IN ANY MATERIAL RESPECT TO THE CREATION
OR PERFECTION OF THE SECURITY INTERESTS IN THE COLLATERAL ON THE TERMS AND WITH
THE PRIORITY CONTEMPLATED BY THE SECURITY DOCUMENTS, OR OTHERWISE BE ADVERSE IN
ANY MATERIAL RESPECT TO THE INTEREST OF THE LENDERS AS SECURED PARTIES) IN THE
INFORMATION SET FORTH IN THE CERTIFICATE MOST RECENTLY DELIVERED PURSUANT TO
THIS CLAUSE (J) OR, IN THE CASE OF THE FIRST SUCH CERTIFICATE DELIVERED AFTER
THE RESTATEMENT EFFECTIVE DATE, THE INFORMATION SET FORTH ON THE APPLICABLE
SCHEDULE TO THE COLLATERAL AGREEMENT OR TO THE PERFECTION CERTIFICATE;
(K)
PROMPTLY AFTER MOODY'S OR S&P SHALL HAVE ANNOUNCED A CHANGE IN THE RATING
OR THE OUTLOOK IN EFFECT FOR THE INDEX DEBT, WRITTEN NOTICE OF SUCH CHANGE; AND
(L)
SUCH OTHER INFORMATION (INCLUDING FINANCIAL INFORMATION AND ANY INFORMATION
REQUIRED BY THE PATRIOT ACT OR ANY OTHER "KNOW YOUR CUSTOMER" OR SIMILAR LAWS OR
REGULATIONS) AS THE AGENT OR ANY LENDER MAY FROM TIME TO TIME REASONABLY
REQUEST.
The financial statements (and the related audit opinions and certifications)
required to be delivered by the Borrower pursuant to clauses (a) and (b) of this
Section 5.04 and the reports and statements required to be delivered by the
Borrower pursuant to clauses (e) and (f) of this Section 5.04 shall be deemed to
have been delivered (i) when reports containing such financial statements (and
the related audit opinions and certifications) or other materials are posted on
the Borrower's website on the internet at (or any successor
page identified in a notice given to the Agent and the Lenders) or on the SEC's
website on the internet at and the Borrower has notified the Agent
(who in turn shall notify the Lenders) that such reports have been so posted or
(ii) when such financial statements, reports or statements are delivered in
accordance with Section 9.17(a).
SECTION 5.05.
NOTICES OF MATERIAL EVENTS.
PROMPTLY AND IN ANY EVENT WITHIN
FIVE BUSINESS DAYS AFTER A RESPONSIBLE OFFICER OF THE BORROWER BECOMES AWARE
THEREOF, THE BORROWER WILL GIVE NOTICE IN WRITING TO THE AGENT AND THE LENDERS
OF THE OCCURRENCE OF (A) ANY DEFAULT OR EVENT OF DEFAULT OR (B) ANY OTHER
DEVELOPMENT, FINANCIAL OR OTHERWISE, WHICH HAS RESULTED OR COULD REASONABLY BE
EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
SECTION 5.06.
BOOKS AND RECORDS; ACCESS TO PROPERTIES AND INSPECTIONS.
THE
BORROWER WILL, AND WILL CAUSE EACH SUBSIDIARY (OTHER THAN THE EXCLUDED
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SUBSIDIARY) TO, KEEP PROPER BOOKS AND ACCOUNT IN WHICH FULL, TRUE AND CORRECT
ENTRIES ARE MADE OF ALL DEALINGS AND TRANSACTIONS IN RELATION TO ITS BUSINESS
AND ACTIVITIES.
THE BORROWER WILL, AND WILL CAUSE EACH SUBSIDIARY (OTHER THAN
THE EXCLUDED SUBSIDIARY) TO, PERMIT THE AGENT AND THE LENDERS TO MAKE REASONABLE
INSPECTIONS DURING REGULAR BUSINESS HOURS OF THE PROPERTIES, CORPORATE BOOKS AND
FINANCIAL RECORDS