ACTION, SUIT, PROCEEDING, GOVERNMENTAL
INVESTI­GATION OR ARBITRATION AT ANY TIME PENDING AGAINST OR AFFECTING ANY
CREDIT PARTY OR ANY OF ITS SUBSIDIARIES OR ANY PROPERTY OF ANY CREDIT PARTY OR
ANY OF ITS SUBSIDIARIES WHICH, IN EACH CASE, COULD REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT, BORROWER WILL PROMPTLY GIVE NOTICE THEREOF TO
AGENT AND PROVIDE SUCH OTHER INFORMATION AS MAY BE REASONABLY AVAILABLE TO THEM
TO ENABLE AGENT AND ITS COUNSEL TO EVALUATE SUCH MATTER.
(I)
NOTICE OF CORPORATE AND OTHER CHANGES.
BORROWER SHALL PROVIDE
PROMPT WRITTEN NOTICE OF (1) ANY CHANGE AFTER THE CLOSING DATE IN THE AUTHORIZED
AND ISSUED STOCK OF ANY CREDIT PARTY (OTHER THAN HOLDINGS) OR ANY SUBSIDIARY OF
ANY CREDIT PARTY (OTHER THAN ANY CHANGE IN THE AUTHORIZED AND ISSUED STOCK OF
SUCH SUBSIDIARY HELD BY BORROWER OR ANY OF ITS SUBSIDIARIES) OR ANY AMENDMENT TO
THE ARTICLES OR CERTIFICATE OF INCORPORATION, BY-LAWS, PARTNERSHIP AGREEMENT OR
OTHER ORGANIZATIONAL DOCUMENTS OF ANY CREDIT PARTY, (2) ANY SUBSIDIARY CREATED
OR ACQUIRED BY ANY CREDIT PARTY OR ANY OF ITS SUBSIDIARIES AFTER THE CLOSING
DATE, SUCH NOTICE, IN EACH CASE, TO IDENTIFY THE APPLICABLE JURISDICTIONS,
CAPITAL STRUCTURES OR SUBSIDIARIES, AS APPLICABLE, (3) ANY CHANGES TO THE LIST
OF SUBSIDIARIES THAT ARE CREDIT PARTIES AND (4) ANY OTHER EVENT THAT OCCURS
AFTER THE CLOSING DATE WHICH WOULD CAUSE ANY OF THE REPRESENTATIONS AND
WARRANTIES IN SECTION 5 OF THIS AGREEMENT (EXCEPT TO THE EXTENT SUCH
REPRESENTATION OR WARRANTY IS MADE ONLY AS OF THE CLOSING DATE) OR IN ANY OTHER
LOAN DOCUMENT TO BE UNTRUE OR MISLEADING IN ANY MATERIAL RESPECT.
THE FOREGOING
NOTICE REQUIREMENT SHALL NOT BE CONSTRUED TO CONSTITUTE CONSENT BY ANY OF THE
LENDERS TO ANY TRANSACTION REFERRED TO ABOVE WHICH IS NOT EXPRESSLY PERMITTED BY
THE TERMS OF THIS AGREEMENT.
(J)
CUSTOMER CONCENTRATION.
BORROWER SHALL PROVIDE PROMPT WRITTEN
NOTICE IF ANY CUSTOMER WHICH WAS ONE OF BORROWER'S AND ITS SUBSIDIARIES' LARGEST
FIVE (5) CUSTOMERS ON A CONSOLIDATED BASIS IN TERMS OF REVENUE IN THE PRIOR
FISCAL YEAR GIVES NOTICE THAT IT INTENDS TO CANCEL ITS CONTRACT OR SIGNIFICANTLY
REDUCE ITS USAGE OF SERVICES (OR BORROWER HAS REASON TO BELIEVE
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THAT SUCH USAGE WILL BE SO REDUCED) IF AS A RESULT THEREOF SUCH CUSTOMER COULD
REASONABLY BE EXPECTED TO CEASE TO BE ONE OF BORROWER'S AND ITS SUBSIDIARIES'
LARGEST TEN (10) CUSTOMERS ON A CONSOLIDATED BASIS IN THE THEN CURRENT FISCAL
YEAR.
(K)
OTHER INFORMATION.
WITH REASONABLE PROMPTNESS, BORROWER WILL
DELIVER SUCH OTHER INFORMATION AND DATA WITH RESPECT TO HOLDINGS OR ANY
SUBSIDIARY OF HOLDINGS AS FROM TIME TO TIME MAY BE REASONABLY REQUESTED BY
AGENT.
(L)
COMPLIANCE, PRICING AND EXCESS CASH FLOW CERTIFICATE.
TOGETHER
WITH EACH DELIVERY OF FINANCIAL STATEMENTS OF HOLDINGS AND ITS SUBSIDIARIES
PURSUANT TO SECTIONS 4.5(A) AND (B), BORROWER WILL DELIVER A FULLY AND PROPERLY
COMPLETED COMPLIANCE, PRICING AND EXCESS CASH FLOW CERTIFICATE (IN SUBSTANTIALLY
THE SAME FORM AS ANNEX F (THE "COMPLIANCE, PRICING AND EXCESS CASH FLOW
CERTIFICATE") SIGNED BY BORROWER'S CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL