(2) ANY MATERIAL DEVELOPMENT IN ANY 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 EACH CO-ADMINISTRATIVE AGENTS AND PROVIDE SUCH OTHER
INFORMATION AS MAY BE REASONABLY AVAILABLE TO THEM TO ENABLE CO-ADMINISTRATIVE
AGENTS AND THEIR COUNSEL TO EVALUATE SUCH MATTER.
(I)
NOTICE OF CORPORATE AND OTHER CHANGES.
BORROWER SHALL PROVIDE
PROMPT WRITTEN NOTICE OF (1) ANY CHANGE AFTER THE RESTATEMENT 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 RESTATEMENT DATE,
44
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, (4) ANY AMENDMENT, SUPPLEMENT OR OTHER
MODIFICATION TO ANY OF THE PURCHASE DOCUMENTS, (5) 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 OF HOLDINGS AND ITS
SUBSIDIARIES IN AN AGGREGATE AMOUNT EXCEEDING $2,000,000, AND (6) ANY OTHER
EVENT THAT OCCURS AFTER THE RESTATEMENT 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 RESTATEMENT 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 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 A
CO-ADMINISTRATIVE AGENT.
(L)
COMPLIANCE, PRICING