AGENT OR THE REQUIRED LENDERS MAY REASONABLY
REQUEST, TO EFFECTUATE THE TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS OR TO
GRANT, PRESERVE, PROTECT OR PERFECT THE LIENS CREATED OR INTENDED TO BE CREATED
BY THE SECURITY DOCUMENTS OR THE VALIDITY OR PRIORITY OF ANY SUCH LIEN, ALL AT
THE EXPENSE OF THE LOAN PARTIES. THE PARENT BORROWER ALSO AGREES TO PROVIDE TO
THE AGENTS, FROM TIME TO TIME UPON REQUEST, EVIDENCE REASONABLY SATISFACTORY TO
THE AGENTS AS TO THE PERFECTION AND PRIORITY OF THE LIENS CREATED OR INTENDED TO
BE CREATED BY THE SECURITY DOCUMENTS.
(B)
IF ANY MATERIAL ASSETS (INCLUDING ANY REAL PROPERTY OR IMPROVEMENTS THERETO
OR ANY INTEREST THEREIN) ARE ACQUIRED BY THE PARENT BORROWER OR ANY OTHER LOAN
PARTY AFTER THE EFFECTIVE DATE (OTHER THAN ASSETS CONSTITUTING COLLATERAL THAT
BECOME SUBJECT TO THE LIEN OF THE APPROPRIATE SECURITY AGREEMENTS UPON
ACQUISITION THEREOF), THE PARENT BORROWER WILL NOTIFY THE AGENTS AND THE LENDERS
THEREOF, AND, IF REQUESTED BY ANY AGENT OR THE REQUIRED LENDERS, THE PARENT
BORROWER WILL CAUSE SUCH ASSETS TO BE SUBJECTED TO A LIEN SECURING THE
OBLIGATIONS AND WILL TAKE, AND CAUSE THE OTHER LOAN PARTIES TO TAKE, SUCH
ACTIONS AS SHALL BE NECESSARY OR REASONABLY REQUESTED BY ANY AGENT TO GRANT AND
PERFECT SUCH LIENS, INCLUDING ACTIONS DESCRIBED IN PARAGRAPH (A) OF THIS
SECTION, ALL AT THE EXPENSE OF THE LOAN PARTIES; PROVIDED THAT THE FOLLOWING
PROPERTY SHALL NOT BE COVERED BY THIS SECTION 5.13(B):
(I) INTELLECTUAL
PROPERTY A SECURITY INTEREST IN WHICH WOULD REQUIRE FILINGS OR RECORDATIONS
UNDER LAWS OTHER THAN THE LAWS OF THE UNITED STATES, CANADA (IN THE CASE OF
INTELLECTUAL PROPERTY OF THE CANADIAN SUBSIDIARY
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BORROWER OR ANOTHER LOAN PARTY ORGANIZED UNDER THE LAWS OF CANADA OR ANY
PROVINCE THEREOF) OR ANY JURISDICTION THEREOF, (II) OWNED REAL ESTATE OR
LEASEHOLD INTERESTS WITH AN AGGREGATE FAIR MARKET VALUE OF LESS THAN $5,000,000,
(III) ANY OTHER ITEMS OF TANGIBLE PERSONAL PROPERTY WITH, IN EACH CASE, A FAIR
MARKET VALUE OF LESS THAN $500,000 AND (IV) ITEMS EXPLICITLY EXCLUDED BY
EXCEPTIONS IN ANY SECURITY AGREEMENT, PLEDGE AGREEMENT OR OTHER SECURITY
DOCUMENT.
SECTION 5.14. SUPPLEMENTAL DISCLOSURE. FROM TIME TO TIME AS MAY BE REASONABLY
REQUESTED BY THE ADMINISTRATIVE AGENT (WHICH REQUEST WILL NOT BE MADE MORE
FREQUENTLY THAN ONCE EACH YEAR ABSENT THE OCCURRENCE AND CONTINUANCE OF AN EVENT
OF DEFAULT) OR AT THE LOAN PARTIES' ELECTION, THE PARENT BORROWER SHALL
SUPPLEMENT EACH SCHEDULE, OR ANY REPRESENTATION HEREIN OR IN ANY OTHER LOAN
DOCUMENT, WITH RESPECT TO ANY MATTER HEREAFTER ARISING THAT, IF EXISTING OR
OCCURRING AT THE DATE OF THIS AGREEMENT, WOULD HAVE BEEN REQUIRED TO BE SET
FORTH OR DESCRIBED IN SUCH SCHEDULE OR AS AN EXCEPTION TO SUCH REPRESENTATION OR
THAT IS NECESSARY TO CORRECT ANY INFORMATION IN SUCH SCHEDULE OR REPRESENTATION
WHICH HAS BEEN RENDERED INACCURATE THEREBY (AND, IN THE CASE OF ANY SUPPLEMENTS
TO ANY SCHEDULE, SUCH SCHEDULE SHALL BE APPROPRIATELY MARKED TO SHOW THE CHANGES
MADE THEREIN); PROVIDED THAT (A) NO SUCH SUPPLEMENT TO ANY SUCH SCHEDULE