(K)
WITH REASONABLE PROMPTNESS, WRITTEN NOTICE OF ANY CHANGE IN THE
BOARD OF DIRECTORS (OR SIMILAR GOVERNING BODY) OF BORROWER;
(L)
PROMPTLY, AND IN ANY EVENT WITHIN TEN BUSINESS DAYS (I) AFTER ANY
MATERIAL CONTRACT OF BORROWER OR ANY OF ITS SUBSIDIARIES IS TERMINATED OR
AMENDED IN A MANNER THAT WOULD (X) DECREASE THE REVENUE TO BE RECEIVED BY ANY
CREDIT PARTY DURING ANY FISCAL YEAR UNDER SUCH MATERIAL CONTRACT BY MORE THAN
25% OR (Y) INCREASE THE COST TO BE PAID BY ANY CREDIT PARTY DURING ANY FISCAL
YEAR UNDER SUCH MATERIAL CONTRACT BY MORE THAN 25%, AND (II) AFTER ANY NEW
MATERIAL CONTRACT IS ENTERED INTO, A WRITTEN STATEMENT DESCRIBING SUCH EVENT,
WITH COPIES OF SUCH MATERIAL AMENDMENTS OR NEW CONTRACTS, DELIVERED TO
ADMINISTRATIVE AGENT (TO THE EXTENT SUCH DELIVERY IS PERMITTED BY THE TERMS OF
ANY SUCH MATERIAL CONTRACT, PROVIDED THAT NO SUCH PROHIBITION ON DELIVERY SHALL
BE EFFECTIVE IF IT WERE BARGAINED FOR BY BORROWER OR ITS APPLICABLE
57
SUBSIDIARY WITH THE INTENT OF AVOIDING COMPLIANCE WITH THIS SECTION 6.2(L)), AND
AN EXPLANATION OF ANY ACTIONS BEING TAKEN WITH RESPECT THERETO;
(M)
AS SOON AS PRACTICABLE (BUT, IN ANY EVENT, WITHIN 7 DAYS) FOLLOWING
RECEIPT THEREOF, COPIES OF ALL ENVIRONMENTAL AUDITS AND REPORTS WITH RESPECT TO
ENVIRONMENTAL MATTERS AT ANY FACILITY OF BORROWER OR ITS SUBSIDIARIES OR WHICH
RELATE TO ANY ENVIRONMENTAL LIABILITIES OF BORROWER OR ITS SUBSIDIARIES WHICH,
IN ANY SUCH CASE, INDIVIDUALLY OR IN THE AGGREGATE, COULD REASONABLY BE EXPECTED
TO RESULT IN A MATERIAL ADVERSE EFFECT;
(N)
AT LEAST THIRTY (30) DAYS PRIOR TO THE OCCURRENCE OF ANY CHANGE
(I) IN ANY CREDIT PARTY'S CORPORATE NAME, (II) IN ANY CREDIT PARTY'S IDENTITY OR
CORPORATE STRUCTURE, OR (III) IN ANY CREDIT PARTY'S FEDERAL TAXPAYER
IDENTIFICATION NUMBER, BORROWER WILL FURNISH TO THE ADMINISTRATIVE AGENT NOTICE
THEREOF.
BORROWER AGREES NOT TO EFFECT OR PERMIT ANY CHANGE REFERRED TO IN THE
PRECEDING SENTENCE UNLESS ALL FILINGS HAVE BEEN MADE UNDER THE UNIFORM
COMMERCIAL CODE OR OTHERWISE THAT ARE REQUIRED IN ORDER FOR ADMINISTRATIVE AGENT
TO CONTINUE AT ALL TIMES FOLLOWING SUCH CHANGE TO HAVE A VALID, LEGAL AND
PERFECTED SECURITY INTEREST IN ALL THE COLLATERAL AND FOR THE COLLATERAL AT ALL
TIMES FOLLOWING SUCH CHANGE TO HAVE A VALID, LEGAL AND PERFECTED SECURITY
INTEREST AS CONTEMPLATED IN THE SECURITY DOCUMENTS.
BORROWER WILL FURNISH TO
ADMINISTRATIVE AGENT PROMPT WRITTEN NOTICE OF ANY LIEN (OTHER THAN PERMITTED
LIENS) OR CLAIMS MADE OR ASSERTED AGAINST ANY COLLATERAL OR INTEREST THEREIN.
BORROWER ALSO AGREES PROMPTLY TO NOTIFY ADMINISTRATIVE AGENT IN WRITING IF ANY
MATERIAL PORTION OF THE COLLATERAL IS LOST, DAMAGED OR DESTROYED;
(O)
EACH YEAR, AT THE TIME OF DELIVERY OF ANNUAL FINANCIAL STATEMENTS
WITH RESPECT TO THE PRECEDING FISCAL YEAR PURSUANT TO SECTION 6.1(A), A
CERTIFICATE (I) EITHER CONFIRMING THAT THERE HAS BEEN NO MATERIAL CHANGE IN SUCH
INFORMATION SINCE THE DATE OF THE COLLATERAL QUESTIONNAIRE DELIVERED ON THE
CLOSING DATE OR THE DATE OF THE MOST RECENT CERTIFICATE DELIVERED PURSUANT TO
THIS SECTION AND/OR IDENTIFYING SUCH CHANGES,