BORROWER TO AGENT OR (2) ANY MATERIAL DEVELOPMENT IN ANY
ACTION, SUIT, PROCEEDING, GOVERNMENTAL INVESTIGATION OR ARBITRATION AT ANY TIME
PENDING AGAINST OR AFFECTING ANY LOAN PARTY OR ANY PROPERTY OF ANY LOAN PARTY
WHICH, IN EACH CASE, WOULD 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.
(L)
NOTICE OF CORPORATE AND OTHER CHANGES.
BORROWER SHALL PROVIDE
PROMPT WRITTEN NOTICE OF (1) ALL JURISDICTIONS IN WHICH A LOAN PARTY BECOMES
QUALIFIED AFTER THE CLOSING DATE TO TRANSACT BUSINESS, (2) ANY CHANGE AFTER THE
CLOSING DATE IN THE AUTHORIZED AND ISSUED STOCK OF ANY LOAN PARTY OR ANY
AMENDMENT TO THEIR ARTICLES OR CERTIFICATE OF INCORPORATION, BY-LAWS,
PARTNERSHIP AGREEMENT OR OTHER ORGANIZATIONAL DOCUMENTS, (3) ANY SUBSIDIARY
CREATED OR ACQUIRED BY ANY LOAN 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, (4) ANY OTHER
EVENT THAT OCCURS AFTER THE CLOSING DATE WHICH WOULD CAUSE ANY OF THE
REPRESENTATIONS AND WARRANTIES IN SECTION 4 OF THIS AGREEMENT OR IN ANY OTHER
LOAN DOCUMENT TO BE UNTRUE OR MISLEADING IN ANY MATERIAL RESPECT AND (5) ASSET
DISPOSITION THAT MAY RESULT IN A MANDATORY PREPAYMENT PURSUANT TO
SECTION 2.5(C).
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.
(M)
OTHER INFORMATION.
WITH REASONABLE PROMPTNESS, BORROWER WILL
DELIVER SUCH OTHER INFORMATION AND DATA WITH RESPECT TO ANY LOAN PARTY OR ANY
SUBSIDIARY OF ANY LOAN PARTY AS FROM TIME TO TIME MAY BE REASONABLY REQUESTED BY
AGENT OR ANY LENDER.
(N)
COMPLIANCE AND EXCESS CASH FLOW CERTIFICATE.
TOGETHER WITH EACH
DELIVERY OF FINANCIAL STATEMENTS PURSUANT TO SECTION 7.2(A) FOR THE LAST MONTH
OF EACH FISCAL QUARTER AND SECTION 7.2(C), BORROWER WILL DELIVER A FULLY AND
PROPERLY COMPLETED COMPLIANCE AND EXCESS CASH FLOW CERTIFICATE (IN SUBSTANTIALLY
THE SAME FORM AS ANNEX F (THE "COMPLIANCE AND EXCESS CASH FLOW CERTIFICATE")
SIGNED BY BORROWER'S CHIEF EXECUTIVE OFFICER OR CHIEF FINANCIAL OFFICER;
PROVIDED THAT THE EXCESS CASH FLOW PORTION OF SUCH CERTIFICATE IS ONLY REQUIRED
TO BE DELIVERED ANNUALLY; PROVIDED THAT
73
SCHEDULE 2 OF THE COMPLIANCE AND EXCESS CASH FLOW CERTIFICATE SHALL BE DELIVERED
ONLY IN CONNECTION WITH THE FINANCIAL STATEMENTS OF BORROWER AND ITS
SUBSIDIARIES DELIVERED PURSUANT TO SECTION 7.2(C).
(O)
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 TAXES OR OTHER CHARGES BY ANY LOAN
PARTY OR ANY OF ITS SUBSIDIARIES AND (II) ANY AGREEMENT BY ANY LOAN PARTY OR ANY
OF ITS SUBSIDIARIES OR REQUEST DIRECTED TO ANY