INFORMATION AS MAY BE REASONABLY AVAILABLE TO THEM
TO ENABLE AGENT AND ITS COUNSEL TO EVALUATE SUCH MATTER.
(J)
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 OR ANY
SUBSIDIARY OF ANY CREDIT PARTY OR ANY AMENDMENT TO THEIR ARTICLES OR CERTIFICATE
OF INCORPORATION, BY-LAWS, PARTNERSHIP AGREEMENT OR OTHER ORGANIZATIONAL
DOCUMENTS, (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,
AND (3) ANY OTHER EVENT THAT OCCURS AFTER THE CLOSING DATE WHICH WOULD CAUSE ANY
OF THE REPRESENTATIONS AND WARRANTIES IN SECTION 5 OF THIS AGREEMENT 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.
(K)
COMPLIANCE CERTIFICATE.
TOGETHER WITH EACH
DELIVERY OF YEAR-END FINANCIAL STATEMENTS OF BORROWER AND ITS SUBSIDIARIES
PURSUANT TO SECTIONS 4.2(B), CREDIT PARTIES WILL DELIVER A FULLY AND PROPERLY
COMPLETED COMPLIANCE CERTIFICATE (IN SUBSTANTIALLY THE SAME FORM AS EXHIBIT
4.2(K) (THE "COMPLIANCE, CERTIFICATE") SIGNED BY EACH CREDIT PARTY'S CHIEF
EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER, PRESIDENT, TREASURER OR CONTROLLER.
(L)
CUSTOMER CONCENTRATION.
BORROWER SHALL
PROVIDE PROMPT WRITTEN NOTICE IF THE ACCOUNTS OF ANY CUSTOMER (OTHER THAN
WAL-MART AND INVESTMENT GRADE ACCOUNT DEBTORS) EXCEED IN THE AGGREGATE AN AMOUNT
EQUAL TO TEN PERCENT OF THE AGGREGATE OF ALL ACCOUNTS OF THE CREDIT PARTIES AT
ANY TIME.
39
(M)
OTHER INFORMATION.
WITH REASONABLE
PROMPTNESS, BORROWER WILL DELIVER SUCH OTHER INFORMATION AND DATA WITH RESPECT
TO ANY CREDIT PARTY OR ANY SUBSIDIARY OF ANY CREDIT PARTY AS FROM TIME TO TIME
MAY BE REASONABLY REQUESTED BY AGENT.
(n)
Taxes.
Borrower shall provide prompt
written notice of (i) the execution or filing with the IRS or any other
Governmental Authority of any agreement or other document extending, or having
the effect of extending, the period for assessment or collection of any Charges
by any Credit Party or any of its Subsidiaries which could reasonably be
expected to have a Material Adverse Effect and (ii) any written agreement by any
Credit Party or any of its Subsidiaries or request directed to any Credit Party
or any of its Subsidiaries to make any adjustment under IRC Section 481(a), by
reason of a change in accounting method or otherwise, which could reasonably be
expected to have a Material Adverse Effect.
4.3
ACCOUNTING TERMS; UTILIZATION OF GAAP FOR
PURPOSES OF CALCULATIONS UNDER AGREEMENT.
FOR PURPOSES OF THIS AGREEMENT, ALL
ACCOUNTING TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS ASSIGNED
TO SUCH TERMS IN CONFORMITY WITH GAAP.
FINANCIAL STATEMENTS AND OTHER
INFORMATION FURNISHED TO AGENT PURSUANT TO SECTION 4.2 OR ANY OTHER
SECTION (UNLESS SPECIFICALLY INDICATED OTHERWISE)