DURING THE PRIOR FISCAL YEAR, IN EACH CASE INCLUSIVE OF PROFIT AND LOSS
STATEMENTS;
(3) A REPORT SPECIFYING ALL UNPAID AMOUNTS, FEES, PAYABLES AND BALANCES OWING TO
ANY GOVERNMENTAL AUTHORITY (OTHER THAN FOR TAXES) AS OF THE LAST DAY OF SUCH
ENDED FISCAL YEAR OR QUARTER, IF ANY, AND
(4) A MANAGEMENT REPORT, IN REASONABLE DETAIL, SIGNED BY A RESPONSIBLE OFFICER
OF BORROWER, DESCRIBING THE OPERATIONS AND FINANCIAL CONDITION OF THE CREDIT
PARTIES FOR THE QUARTER AND PORTION OF THE FISCAL YEAR THEN ENDED (OR FOR THE
FISCAL YEAR THEN ENDED IN THE CASE OF ANNUAL FINANCIAL STATEMENTS), WHICH MAY BE
SATISFIED BY DELIVERY OF QUARTERLY AND ANNUAL REPORTS FILED WITH THE SEC; AND
(II)
AS SOON AS AVAILABLE AND IN ANY EVENT
WITHIN TEN (10) CALENDAR DAYS AFTER THE PREPARATION, RECEIPT OR ISSUANCE THEREOF
OR REQUEST BY AGENT OR ANY LENDER THEREFOR, AS APPLICABLE:
(1) COPIES OF ANY FINAL REPORTS SUBMITTED TO THE CREDIT PARTIES BY THEIR
INDEPENDENT ACCOUNTANTS IN CONNECTION WITH ANY INTERIM AUDIT OF THE BOOKS OF
THE CREDIT PARTIES OR THEIR SUBSIDIARIES AND COPIES OF EACH MANAGEMENT CONTROL
LETTER PROVIDED BY SUCH INDEPENDENT ACCOUNTANTS; AND
(2) SUCH ADDITIONAL INFORMATION, DOCUMENTS, STATEMENTS, REPORTS AND OTHER
MATERIALS AS AGENT OR ANY LENDER MAY REQUEST FROM TIME TO TIME IN ITS PERMITTED
DISCRETION.
(C)
NOTICES.
THE CREDIT PARTIES SHALL
PROMPTLY, AND IN ANY EVENT WITHIN FIVE (5) BUSINESS DAYS AFTER ANY OFFICER OF
ANY CREDIT PARTY OBTAINS KNOWLEDGE THEREOF, NOTIFY AGENT AND EACH LENDER IN
WRITING OF:
(I)
ANY PENDING OR THREATENED LITIGATION,
SUIT, INVESTIGATION, ARBITRATION, ENFORCEMENT ACTION, DISPUTE RESOLUTION
PROCEEDING OR ADMINISTRATIVE OR REGULATORY PROCEEDING BROUGHT OR INITIATED BY OR
AGAINST ANY CREDIT PARTY OR SUBSIDIARY OF A CREDIT PARTY OR OTHERWISE AFFECTING
OR INVOLVING OR RELATING TO ANY CREDIT PARTY OR SUBSIDIARY OF A CREDIT PARTY OR
ANY CREDIT PARTY'S OR A SUBSIDIARY OF A CREDIT PARTY'S PROPERTY TO THE EXTENT
(A) THE AMOUNT IN CONTROVERSY EXCEEDS $100,000 INDIVIDUALLY OR $150,000 IN THE
AGGREGATE FOR ALL SUCH EVENTS OR (B) TO THE EXTENT ANY OF THE FOREGOING SEEKS
INJUNCTIVE RELIEF AGAINST A CREDIT PARTY;
(II)
THE OCCURRENCE OR EXISTENCE OF ANY DEFAULT
OR EVENT OF DEFAULT, WHICH NOTICE SHALL SPECIFY THE NATURE, STATUS AND PERIOD OF
EXISTENCE THEREOF AND THE ACTIONS PROPOSED TO BE TAKEN WITH RESPECT THERETO;
(III)
ANY OTHER DEVELOPMENT, EVENT, FACT,
CIRCUMSTANCE OR CONDITION THAT WOULD REASONABLY BE EXPECTED TO RESULT IN A
MATERIAL ADVERSE EFFECT, IN EACH CASE DESCRIBING THE NATURE AND STATUS THEREOF
AND THE ACTIONS PROPOSED TO BE TAKEN WITH RESPECT THERETO;
(IV)
ANY MATTER(S) IN THE AMOUNT OF $250,000
INDIVIDUALLY OR $500,000 IN THE AGGREGATE, IN EXISTENCE AT ANY TIME ADVERSELY
AFFECTING THE VALUE, ENFORCEABILITY OR COLLECTIBILITY OF ANY OF THE COLLATERAL;
(V)
TO THE EXTENT NOT DUPLICATIVE OF DELIVERIES
MADE HEREUNDER, ANY MATERIAL WRITTEN NOTICE (INCLUDING ANY NOTICE OF DEFAULT OR
ACCELERATION) AND ANY MATERIAL WRITTEN INFORMATION OR OTHER MATERIAL WRITTEN
DELIVERY GIVEN OR MADE BY OR DELIVERED TO OR RECEIVED BY ANY CREDIT PARTY TO OR
FROM