EXPECTED TO RESULT IN THE
OCCURRENCE OF, AN EVENT OF DEFAULT OR DEFAULT; (2) ANY NOTICE THAT ANY PERSON
HAS GIVEN TO BORROWER OR ANY OF THEIR SUBSIDIARIES OR ANY OTHER ACTION TAKEN
WITH RESPECT TO A CLAIMED DEFAULT OR EVENT OR CONDITION OF THE TYPE REFERRED TO
IN SECTION 7.1(B); OR (3) ANY EVENT OR CONDITION THAT COULD REASONABLY BE
EXPECTED TO RESULT IN ANY MATERIAL ADVERSE EFFECT.
(K)
LITIGATION.
PROMPTLY UPON ANY OFFICER OF
ANY CREDIT PARTY OBTAINING KNOWLEDGE OF (1) THE INSTITUTION OF ANY ACTION,
CHARGE, CLAIM, DEMAND, SUIT, PROCEEDING, PETITION, GOVERNMENTAL INVESTIGATION,
TAX AUDIT OR ARBITRATION NOW PENDING OR, TO THE BEST KNOWLEDGE OF SUCH CREDIT
PARTY AFTER DUE INQUIRY, THREATENED AGAINST OR AFFECTING ANY CREDIT PARTY OR ANY
OF ITS SUBSIDIARIES OR ANY PROPERTY OF ANY CREDIT PARTY OR ANY OF ITS
SUBSIDIARIES, OTHER THAN FILINGS IN
49
THE PREPACKAGED CHAPTER 11 CASES ("LITIGATION") NOT PREVIOUSLY DISCLOSED BY
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 CREDIT PARTY OR ANY PROPERTY OF ANY CREDIT PARTY 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.
(L)
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 THE
ISSUANCE OF STOCK BY HOLDINGS TO ANY OFFICERS, DIRECTORS OR EMPLOYEES 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 3 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 THAT 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 CREDIT PARTY OR ANY SUBSIDIARY OF ANY CREDIT PARTY AS FROM TIME TO TIME
MAY BE REASONABLY REQUESTED BY AGENT.
(N)
COMPLIANCE CERTIFICATE.
TOGETHER WITH EACH
DELIVERY OF FINANCIAL STATEMENTS PURSUANT TO SECTION 6.2(A) FOR THE LAST MONTH
OF EACH FISCAL QUARTER AND SECTION 6.2(B), BORROWER WILL DELIVER A FULLY AND
PROPERLY COMPLETED COMPLIANCE CERTIFICATE (IN SUBSTANTIALLY THE SAME FORM AS
ANNEX E (THE "COMPLIANCE CERTIFICATE") SIGNED BY BORROWER'S CHIEF EXECUTIVE
OFFICER OR CHIEF FINANCIAL