REGISTRATIONS, INCLUDING ALL REFILINGS,
RERECORDINGS AND REREGISTRATIONS, CONTAINING A SUFFICIENT DESCRIPTION OF THE
PLEDGED COLLATERAL HAVE BEEN FILED OF RECORD IN EACH GOVERNMENTAL, MUNICIPAL OR
OTHER APPROPRIATE OFFICE IN EACH JURISDICTION NECESSARY TO PROTECT, PERFECT OR
58
MAINTAIN THE PERFECTION OR PRIORITY OF THE LIENS UNDER THE COLLATERAL DOCUMENTS
FOR A PERIOD OF NOT LESS THAN 18 MONTHS AFTER THE DATE OF SUCH CERTIFICATE
(EXCEPT AS NOTED THEREIN WITH RESPECT TO ANY CONTINUATION STATEMENTS TO BE FILED
WITHIN SUCH PERIOD), AND (II) ALL POSSESSORY PLEDGED COLLATERAL REQUIRED TO BE
DELIVERED TO THE COLLATERAL AGENT OR THE ADMINISTRATIVE AGENT PURSUANT TO THE
COLLATERAL DOCUMENTS HAS BEEN SO DELIVERED;
(F)
PUBLIC REPORTS.
PROMPTLY AFTER THE SAME BECOME PUBLICLY
AVAILABLE, COPIES OF ALL PERIODIC AND OTHER REPORTS, PROXY STATEMENTS, NOTICES
AND OTHER MATERIALS OR INFORMATION FILED BY ANY COMPANY WITH THE SECURITIES AND
EXCHANGE COMMISSION, OR ANY GOVERNMENTAL AUTHORITY SUCCEEDING TO ANY OR ALL OF
THE FUNCTIONS OF THE SECURITIES AND EXCHANGE COMMISSION, OR WITH ANY NATIONAL
SECURITIES EXCHANGE;
(G)
MANAGEMENT LETTERS.
PROMPTLY AFTER THE RECEIPT THEREOF BY ANY
COMPANY, A COPY OF ANY "MANAGEMENT LETTER" RECEIVED BY ANY SUCH PERSON FROM ITS
CERTIFIED PUBLIC ACCOUNTANTS AND THE MANAGEMENT'S RESPONSES THERETO;
(H)
[RESERVED.]
(I)
ORGANIZATION.
WITHIN 30 DAYS AFTER THE CLOSE OF EACH FISCAL YEAR
OF BORROWER, BORROWER SHALL DELIVER AN ACCURATE AND COMPLETE ORGANIZATION CHART
SHOWING IN REASONABLE DETAIL THE OWNERSHIP STRUCTURE OF THE COMPANIES AS OF THE
LAST DAY OF SUCH FISCAL YEAR, OR CONFIRM THAT THERE ARE NO CHANGES TO
SCHEDULE 3.07(C);
(J)
ORGANIZATIONAL DOCUMENTS.
PROMPTLY, FROM TIME TO TIME,
(I) COPIES OF ANY ORGANIZATIONAL DOCUMENTS THAT HAVE BEEN AMENDED OR MODIFIED IN
A MANNER THAT IS, OR COULD REASONABLY BE EXPECTED TO BE, ADVERSE IN ANY MATERIAL
RESPECTS TO ANY AGENT OR LENDER, AND (II) A COPY OF ANY NOTICE OF DEFAULT (OR
EQUIVALENT) GIVEN OR RECEIVED BY ANY COMPANY UNDER ANY ORGANIZATIONAL DOCUMENT
WITHIN 15 DAYS AFTER SUCH COMPANY GIVES OR RECEIVES SUCH NOTICE;
(K)
CONVERTIBLE SENIOR SECURED NOTES INFORMATION.
PROMPTLY, FROM TIME
TO TIME, (I) ANY INFORMATION, DOCUMENTS OR DISCLOSURE PROVIDED TO HOLDERS OF THE
CONVERTIBLE SENIOR SECURED NOTES REQUIRED TO BE DELIVERED TO SUCH HOLDERS
PURSUANT TO SECTION 5.03 OF THE CONVERTIBLE INDENTURE, AND (II) ANY LEGAL
OPINIONS REQUIRED TO BE DELIVERED, OR DELIVERED, PURSUANT TO THE CONVERTIBLE
INDENTURE, IN EACH CASE, WHETHER OR NOT THE CONVERTIBLE INDENTURE IS THEN IN
EFFECT; AND
(L)
OTHER INFORMATION.
PROMPTLY, FROM TIME TO TIME, SUCH OTHER
INFORMATION REGARDING THE OPERATIONS, BUSINESS AFFAIRS AND FINANCIAL CONDITION
OF ANY COMPANY, OR COMPLIANCE WITH THE TERMS OF ANY LOAN DOCUMENT, OR THE
ENVIRONMENTAL CONDITION OF ANY REAL PROPERTY, AS THE ADMINISTRATIVE AGENT OR ANY
LENDER MAY REASONABLY REQUEST.
Section 5.02
Litigation and Other Notices.
Furnish to the
Administrative Agent and each Lender written notice of the following promptly
(and, in any event, within three Business Days following the occurrence
thereof):
(A)
ANY EVENT OF DEFAULT, SPECIFYING THE NATURE AND EXTENT THEREOF AND
THE CORRECTIVE ACTION (IF ANY) TAKEN OR PROPOSED TO