COLLATERAL.
(A)
THE BORROWERS WILL
FURNISH TO THE COLLATERAL AGENT PROMPT WRITTEN NOTICE OF ANY CHANGE (I) IN ANY
LOAN PARTY'S CORPORATE NAME, (II) IN THE JURISDICTION OF INCORPORATION OR
ORGANIZATION OF ANY LOAN PARTY OR (III) IN ANY LOAN PARTY'S ORGANIZATIONAL
IDENTIFICATION NUMBER.
THE BORROWERS AGREE 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
COLLATERAL AGENT TO CONTINUE AT ALL TIMES FOLLOWING SUCH CHANGE TO HAVE A VALID,
LEGAL AND PERFECTED SECURITY INTEREST IN ALL THE COLLATERAL.
THE BORROWERS ALSO
AGREE PROMPTLY TO NOTIFY THE COLLATERAL AGENT IF ANY MATERIAL PORTION OF THE
COLLATERAL IS DAMAGED OR DESTROYED.
(B)
EACH YEAR, AT THE TIME OF DELIVERY OF FINANCIAL STATEMENTS PURSUANT TO
SECTION 5.01, THE BORROWERS SHALL DELIVER TO THE COLLATERAL AGENT A CERTIFICATE
OF A FINANCIAL OFFICER OR CHIEF LEGAL OFFICER OF THE PARENT BORROWER 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 .
SECTION 5.04.
EXISTENCE; CONDUCT OF BUSINESS.
THE PARENT BORROWER WILL, AND
WILL CAUSE EACH SUBSIDIARY TO, 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; PROVIDED
THAT THE FOREGOING SHALL NOT PROHIBIT ANY MERGER, CONSOLIDATION, LIQUIDATION OR
DISSOLUTION PERMITTED UNDER SECTION 6.03.
SECTION 5.05.
PAYMENT OF OBLIGATIONS.
THE PARENT BORROWER WILL, AND WILL CAUSE
EACH SUBSIDIARY TO, PAY ITS MATERIAL INDEBTEDNESS AND OTHER MATERIAL
OBLIGATIONS, INCLUDING 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 PROCEEDINGS, (B) THE PARENT 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
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ANY LIEN SECURING SUCH OBLIGATION AND (D) THE FAILURE TO MAKE PAYMENT PENDING
SUCH CONTEST COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE
EFFECT.
SECTION 5.06.
MAINTENANCE OF PROPERTIES.
THE PARENT BORROWER WILL, AND WILL
CAUSE EACH SUBSIDIARY TO, KEEP AND MAINTAIN ALL PROPERTY MATERIAL TO THE CONDUCT
OF ITS BUSINESS IN GOOD WORKING ORDER AND CONDITION, ORDINARY WEAR AND TEAR
EXCEPTED.
SECTION 5.07.
INSURANCE.
THE PARENT BORROWER WILL, AND WILL CAUSE EACH
SUBSIDIARY TO, MAINTAIN, WITH FINANCIALLY SOUND AND REPUTABLE INSURANCE
COMPANIES (A) INSURANCE IN SUCH AMOUNTS (WITH NO GREATER RISK RETENTION) AND
AGAINST SUCH RISKS AS ARE CUSTOMARILY MAINTAINED BY COMPANIES OF ESTABLISHED
REPUTE ENGAGED IN THE SAME OR SIMILAR BUSINESSES OPERATING IN THE SAME OR
SIMILAR LOCATIONS AND (B) ALL