ANY CREDIT PARTY
OR ANY OF ITS SUBSIDIARIES OR ANY PROPERTY OF ANY CREDIT PARTY OR ANY OF ITS
SUBSIDIARIES ("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 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, (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 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
46
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