CHANGE IN: (I) ANY LOAN
PARTY'S NAME OR IN ANY TRADE NAME USED TO IDENTIFY IT IN THE CONDUCT OF ITS
BUSINESS OR IN THE OWNERSHIP OF ITS PROPERTIES; (II) 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 OR ANY
OFFICE OR FACILITY AT WHICH COLLATERAL OWNED BY IT IS LOCATED (INCLUDING THE
ESTABLISHMENT OF ANY SUCH NEW OFFICE OR FACILITY); (III) ANY LOAN PARTY'S
ORGANIZATIONAL STRUCTURE OR JURISDICTION OF INCORPORATION OR FORMATION; OR
(IV) ANY LOAN PARTY'S FEDERAL TAXPAYER IDENTIFICATION NUMBER OR ORGANIZATIONAL
IDENTIFICATION NUMBER ASSIGNED TO IT BY ITS STATE OF ORGANIZATION.
(B)
SHOULD ANY OF THE INFORMATION ON ANY OF THE
SCHEDULES HERETO BECOME INACCURATE OR MISLEADING IN ANY MATERIAL RESPECT AS A
RESULT OF CHANGES AFTER THE CLOSING DATE, UNLESS SUCH CHANGES ARE INCLUDED IN 34
ACT REPORTS DELIVERED TO THE ADMINISTRATIVE AGENT, THE LEAD BORROWER SHALL
ADVISE THE ADMINISTRATIVE AGENT IN WRITING OF SUCH REVISIONS OR UPDATES AS MAY
BE NECESSARY OR APPROPRIATE TO UPDATE OR CORRECT THE SAME.
FROM TIME TO TIME AS
MAY BE REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT, THE LEAD BORROWER SHALL
SUPPLEMENT EACH SCHEDULE HERETO, OR ANY REPRESENTATION HEREIN OR IN ANY OTHER
LOAN DOCUMENT, WITH RESPECT TO ANY MATTER ARISING AFTER THE CLOSING DATE THAT,
IF EXISTING OR OCCURRING ON THE CLOSING DATE, 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).
NOTWITHSTANDING THE FOREGOING, NO SUPPLEMENT OR REVISION TO ANY
SCHEDULE OR REPRESENTATION SHALL BE DEEMED THE CREDIT PARTIES' CONSENT TO THE
MATTERS REFLECTED IN SUCH UPDATED SCHEDULES OR REVISED REPRESENTATIONS NOR
PERMIT THE LOAN PARTIES TO UNDERTAKE ANY ACTIONS OTHERWISE PROHIBITED HEREUNDER
OR FAIL TO UNDERTAKE ANY ACTION REQUIRED HEREUNDER FROM THE RESTRICTIONS AND
REQUIREMENTS IN EXISTENCE PRIOR TO THE DELIVERY OF SUCH UPDATED SCHEDULES OR
SUCH REVISION OF A REPRESENTATION; NOR SHALL ANY SUCH SUPPLEMENT OR REVISION TO
ANY SCHEDULE OR REPRESENTATION BE DEEMED THE CREDIT PARTIES' WAIVER OF ANY
DEFAULT OR EVENT OF DEFAULT RESULTING FROM THE MATTERS DISCLOSED THEREIN.
6.15
Physical Inventories.
(A)
CAUSE AT LEAST ONE (1) PHYSICAL INVENTORY
TO BE UNDERTAKEN IN EACH TWELVE MONTH PERIOD ON A ROLLING BASIS WITH RESPECT TO
ALL INVENTORY LOCATIONS, AT THE EXPENSE OF THE LOAN PARTIES, AND PERIODIC CYCLE
COUNTS, IN EACH CASE CONSISTENT WITH PAST PRACTICES, CONDUCTED BY SUCH INVENTORY
TAKERS AS ARE SATISFACTORY TO THE COLLATERAL AGENT AND FOLLOWING SUCH
METHODOLOGY AS IS CONSISTENT WITH THE METHODOLOGY USED IN THE IMMEDIATELY
PRECEDING INVENTORY OR AS OTHERWISE MAY BE SATISFACTORY TO THE COLLATERAL AGENT.
THE COLLATERAL AGENT, AT THE EXPENSE OF THE LOAN PARTIES, MAY PARTICIPATE IN
AND/OR OBSERVE EACH