AND EACH LENDER WRITTEN NOTICE OF THE
FOLLOWING PROMPTLY AFTER ANY FINANCIAL OFFICER OR OTHER EXECUTIVE OFFICER OF
EITHER HOLDINGS OR THE BORROWER OBTAINS KNOWLEDGE THEREOF:
(A)
THE OCCURRENCE OF ANY DEFAULT;
(B)
THE FILING OR COMMENCEMENT OF ANY ACTION, SUIT OR PROCEEDING BY OR BEFORE
ANY ARBITRATOR OR GOVERNMENTAL AUTHORITY AGAINST OR AFFECTING ANY OF HOLDINGS,
THE BORROWER OR ANY AFFILIATE THEREOF THAT, IF ADVERSELY DETERMINED, COULD
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT;
(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 TO ANY OF HOLDINGS, THE BORROWER OR THE SUBSIDIARIES IN AN AGGREGATE
AMOUNT EXCEEDING $5,000,000; AND
(D)
ANY OTHER DEVELOPMENT THAT RESULTS IN, OR COULD REASONABLY BE EXPECTED TO
RESULT IN, A MATERIAL ADVERSE EFFECT.
Each notice delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of Holdings or the Borrower
setting forth the details of the event or development requiring such notice and
any action taken or proposed to be taken with respect thereto.
SECTION 5.03.
INFORMATION REGARDING COLLATERAL.
HOLDINGS OR THE BORROWER WILL
FURNISH TO THE ADMINISTRATIVE AGENT PROMPT WRITTEN NOTICE OF ANY CHANGE (A) IN
ANY LOAN PARTY'S LEGAL NAME OR IN ANY TRADE NAME USED TO IDENTIFY IT IN THE
CONDUCT OF ITS BUSINESS OR IN THE OWNERSHIP OF ITS PROPERTIES, (B) IN THE CASE
OF ANY LOAN PARTY THAT IS NOT A "REGISTERED ORGANIZATION" (AS DEFINED IN
ARTICLE 9 OF THE UNIFORM COMMERCIAL CODE AS FROM TIME TO TIME IN EFFECT IN THE
STATE OF NEW YORK), IN THE LOCATION OF SUCH 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 OR ANY OFFICE OR FACILITY AT WHICH
COLLATERAL OWNED BY IT IS LOCATED (INCLUDING THE ESTABLISHMENT OF ANY SUCH NEW
OFFICE OR FACILITY), (C) IN ANY LOAN PARTY'S IDENTITY OR CORPORATE STRUCTURE,
(D) IN ANY LOAN PARTY'S "ORGANIZATIONAL IDENTIFICATION NUMBER" OR ANY SIMILAR
JURISDICTIONAL IDENTIFICATION NUMBER REQUIRED FOR THE FILING OF FINANCING
STATEMENTS IN ANY JURISDICTION OR (E) IN ANY LOAN PARTY'S JURISDICTION OF
ORGANIZATION.
HOLDINGS AND THE BORROWER AGREE NOT TO EFFECT OR PERMIT ANY
CHANGE REFERRED TO IN THE PRECEDING SENTENCE UNLESS ALL FILINGS HAVE BEEN MADE
(OR HAVE BEEN PREPARED AND DELIVERED TO THE ADMINISTRATIVE AGENT FOR FILING)
UNDER THE UNIFORM COMMERCIAL CODE OR OTHERWISE THAT ARE REQUIRED IN ORDER FOR
THE
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ADMINISTRATIVE AGENT AND COLLATERAL AGENT TO CONTINUE AT ALL TIMES FOLLOWING
SUCH CHANGE TO HAVE A VALID, LEGAL AND PERFECTED SECURITY INTEREST IN ALL THE
COLLATERAL.
HOLDINGS AND THE BORROWER ALSO AGREE PROMPTLY TO NOTIFY THE
ADMINISTRATIVE AGENT IF ANY MATERIAL PORTION OF THE COLLATERAL IS DAMAGED OR
DESTROYED.
SECTION 5.04.
EXISTENCE; CONDUCT OF BUSINESS.
EACH OF HOLDINGS AND THE
BORROWER WILL, AND WILL CAUSE EACH OF THE SUBSIDIARIES TO, DO OR CAUSE TO BE
DONE ALL