ANY AND ALL OF THE OBLIGORS' BOOKS,
RECORDS, ELECTRONICALLY STORED DATA, PAPERS, AND FILES.
THE OBLIGORS SHALL MAKE
ALL OF THE OBLIGORS' COPYING FACILITIES AVAILABLE TO THE AGENT AND THE AGENT'S
REPRESENTATIVES.
(B)
THE OBLIGORS HEREBY AUTHORIZE THE AGENT AND THE AGENT'S REPRESENTATIVES
TO:
(I)
SUBJECT TO SECTION 14.26, INSPECT, COPY, DUPLICATE, REVIEW, CAUSE
TO BE REDUCED TO HARD COPY, RUN OFF, DRAW OFF, AND OTHERWISE USE ANY AND ALL
COMPUTER OR ELECTRONICALLY STORED INFORMATION OR DATA WHICH RELATES TO THE
OBLIGORS, WHETHER MAINTAINED BY OBLIGORS OR BY ANY SERVICE BUREAU, CONTRACTOR,
ACCOUNTANT, OR OTHER PERSON, AND DIRECTS ANY SUCH SERVICE BUREAU, CONTRACTOR,
ACCOUNTANT, OR OTHER PERSON WHO MAINTAINS SUCH INFORMATION FOR THE OBLIGOR FULLY
TO COOPERATE WITH THE AGENT AND THE AGENT'S REPRESENTATIVES WITH RESPECT
THERETO.
(II)
VERIFY AT ANY TIME THE COLLATERAL OR ANY PORTION THEREOF,
INCLUDING UPON AND FOLLOWING THE OCCURRENCE AND DURING THE CONTINUANCE OF ANY
SUSPENSION EVENT: VERIFICATION WITH ACCOUNT DEBTORS, AND/OR
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WITH THE BORROWERS' COMPUTER BILLING COMPANIES, COLLECTION AGENCIES, AND
ACCOUNTANTS AND TO SIGN THE NAME OF THE OBLIGORS ON ANY NOTICE TO THE OBLIGORS'
ACCOUNT DEBTORS OR VERIFICATION OF THE COLLATERAL.
(III)
DELIVER TO THE TERM LOAN ADMINISTRATIVE AGENT, THE TERM LOAN
COLLATERAL AGENT, AND THE TERM LENDERS UNDER THE TERM LOAN FACILITY ANY AND ALL
INFORMATION REGARDING THE OBLIGORS, INCLUDING WITHOUT LIMITATION, COPIES OF
MATERIALS RELATING TO APPRAISALS, COMMERCIAL FINANCE AUDITS, AND ITEMS DELIVERED
OR OBTAINED HEREUNDER OR IN CONNECTION WITH THE LOAN DOCUMENTS.
5.3
IMMEDIATE NOTICE TO AGENT.
(A)
THE LEAD BORROWER SHALL PROVIDE THE ADMINISTRATIVE AGENT AND COLLATERAL
AGENT WITH WRITTEN NOTICE PROMPTLY UPON THE OCCURRENCE OF ANY OF THE FOLLOWING
EVENTS, WHICH WRITTEN NOTICE SHALL BE WITH REASONABLE PARTICULARITY AS TO THE
FACTS AND CIRCUMSTANCES IN RESPECT OF WHICH SUCH NOTICE IS BEING GIVEN:
(I)
ANY CHANGE IN THE AUTHORIZED OFFICERS.
(II)
THE COMPLETION OF ANY PHYSICAL COUNT OF ALL OR A MATERIAL PORTION
OF THE OBLIGOR'S INVENTORY (TOGETHER WITH A COPY OF THE RESULTS THEREOF
CERTIFIED BY THE LEAD BORROWER).
(III)
ANY CESSATION BY THE OBLIGORS OF THEIR MAKING PAYMENT TO ITS
CREDITORS GENERALLY AS THE OBLIGORS' DEBTS BECOME DUE.
(IV)
ANY FAILURE BY THE OBLIGORS TO PAY RENT AT ANY FORTY OR MORE OF
THE BORROWERS' LOCATIONS, WHICH FAILURE CONTINUES FOR MORE THAN TEN (10) DAYS
FOLLOWING THE LAST DAY ON WHICH SUCH RENT WAS PAYABLE.
(V)
ANY MATERIAL ADVERSE CHANGE IN THE BUSINESS, OPERATIONS, OR
FINANCIAL AFFAIRS OF THE OBLIGORS.
(VI)
THE EXISTENCE OF ANY SUSPENSION EVENT OR EVENT OF DEFAULT.
(VII)
ANY DECISION ON THE PART OF ANY OBLIGOR TO DISCHARGE THE OBLIGORS'
PRESENT INDEPENDENT ACCOUNTANTS OR ANY WITHDRAWAL OR RESIGNATION BY SUCH
INDEPENDENT ACCOUNTANTS FROM THEIR ACTING IN SUCH CAPACITY.
(VIII)
ANY LITIGATION WHICH, IF DETERMINED ADVERSELY TO THE OBLIGORS,
COULD BE REASONABLY EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(ix)
Any violation of any Environmental Law that the Obligors or any
of their Subsidiaries reports in writing or is reportable by such Person in
writing (or for which any written report