CORRECTIVE ACTION (IF ANY) TAKEN OR PROPOSED TO BE TAKEN WITH RESPECT
THERETO;
(B)
THE FILING OR COMMENCEMENT OF, OR ANY THREAT OR NOTICE OF INTENTION OF ANY
PERSON TO FILE OR COMMENCE, ANY ACTION, SUIT OR PROCEEDING, WHETHER AT LAW OR IN
EQUITY OR BY OR BEFORE ANY GOVERNMENTAL AUTHORITY, AGAINST HOLDINGS, THE
BORROWER OR ANY SUBSIDIARY THAT COULD REASONABLY BE EXPECTED TO RESULT IN A
MATERIAL ADVERSE EFFECT; AND
(C)
THE OCCURRENCE OF ANY ERISA EVENT THAT, ALONE OR TOGETHER WITH ANY OTHER
ERISA EVENTS THAT HAVE OCCURRED, COULD REASONABLY BE EXPECTED TO RESULT IN
LIABILITY OF HOLDINGS, THE BORROWER AND THE SUBSIDIARIES IN AN AGGREGATE AMOUNT
EXCEEDING $5,000,000; AND
(D)
ANY OTHER DEVELOPMENT THAT HAS RESULTED IN, OR COULD REASONABLY BE EXPECTED
TO RESULT IN, A MATERIAL ADVERSE EFFECT.
SECTION 5.06.
INFORMATION REGARDING COLLATERAL.
(A)
FURNISH TO THE
ADMINISTRATIVE AGENT PROMPT WRITTEN NOTICE OF ANY CHANGE (I) IN ANY LOAN PARTY'S
CORPORATE 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 TO THE
EXTENT THAT SUCH COLLATERAL HAS AN AGGREGATE FAIR MARKET VALUE IN EXCESS OF
$1,000,000 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 CORPORATE STRUCTURE OR (IV) IN ANY LOAN PARTY'S FEDERAL
TAXPAYER IDENTIFICATION NUMBER.
HOLDINGS AND THE BORROWER 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.
(B)
IN THE CASE OF THE BORROWER, EACH YEAR, AT THE TIME OF DELIVERY OF THE
ANNUAL FINANCIAL STATEMENTS WITH RESPECT TO THE PRECEDING FISCAL YEAR PURSUANT
TO SECTION 5.04(A), DELIVER TO THE ADMINISTRATIVE AGENT A CERTIFICATE OF A
FINANCIAL OFFICER SETTING FORTH THE INFORMATION REQUIRED PURSUANT TO SECTION 2
OF THE PERFECTION CERTIFICATE OR CONFIRMING THAT THERE HAS BEEN NO CHANGE IN
SUCH INFORMATION SINCE THE DATE OF THE PERFECTION CERTIFICATE DELIVERED ON THE
CLOSING DATE OR THE DATE OF THE MOST RECENT CERTIFICATE DELIVERED PURSUANT TO
THIS SECTION 5.06.
SECTION 5.07.
MAINTAINING RECORDS; ACCESS TO PROPERTIES AND INSPECTIONS.
KEEP
PROPER BOOKS OF RECORD AND ACCOUNT IN WHICH FULL, TRUE AND CORRECT ENTRIES IN
CONFORMITY WITH GAAP AND ALL MATERIAL REQUIREMENTS OF LAW ARE MADE OF ALL
DEALINGS AND TRANSACTIONS IN RELATION TO ITS BUSINESS AND ACTIVITIES.
EACH LOAN
PARTY WILL, AND WILL CAUSE EACH OF ITS SUBSIDIARIES TO, PERMIT ANY
REPRESENTATIVES DESIGNATED BY THE ADMINISTRATIVE AGENT OR ANY LENDER TO VISIT
AND INSPECT THE FINANCIAL RECORDS AND THE PROPERTIES OF