ITS SECURITYHOLDERS AND ALL DOCUMENTS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ("SEC") OR ANY SECURITIES EXCHANGE OR
GOVERNMENTAL AUTHORITY EXERCISING A SIMILAR FUNCTION, PROMPTLY, BUT IN ANY EVENT
WITHIN 3 DAYS OF DELIVERING OR RECEIVING SUCH INFORMATION TO OR FROM SUCH
PERSONS (PROVIDED THAT TO THE EXTENT THE SAME ARE POSTED BY BORROWER ON THE
INTERNET, BORROWER SHALL ONLY BE OBLIGATED TO GIVE NOTICE TO AGENT OF SUCH
INTERNET POSTING VIA ELECTRONIC MAIL TO AN ELECTRONIC MAIL ADDRESS PROVIDED BY
AGENT FROM TIME TO TIME), (D) A REPORT OF ANY LEGAL ACTIONS PENDING OR
THREATENED AGAINST BORROWER OR ANY SUBSIDIARY THAT COULD RESULT IN DAMAGES OR
COSTS TO BORROWER OR ANY SUBSIDIARY OF $250,000 OR MORE PROMPTLY, BUT IN ANY
EVENT WITHIN 5 DAYS, UPON RECEIPT OF NOTICE THEREOF, (E) AT THE TIME THAT
BORROWER DELIVERS EACH QUARTERLY COMPLIANCE CERTIFICATE PURSUANT TO SECTION 6.3,
A SUMMARY OF ANY NEW APPLICATIONS OR REGISTRATIONS THAT BORROWER HAS MADE OR
FILED IN RESPECT OF ANY INTELLECTUAL PROPERTY OR ANY MATERIAL ADVERSE CHANGE IN
STATUS OF ANY OUTSTANDING APPLICATION OR REGISTRATION WITHIN 5 DAYS OF SUCH
APPLICATION, FILING OR ADVERSE CHANGE IN STATUS, (F) NOTICE OF, AND UPON
REQUEST, COPIES OF ALL MATERIAL STATEMENTS, REPORTS AND NOTICES DELIVERED TO OR
BY A LOAN PARTY IN CONNECTION WITH ANY MATERIAL AGREEMENT PROMPTLY (BUT IN ANY
EVENT WITHIN 5 DAYS) UPON RECEIPT THEREOF, (G) NOTICE OF THE OCCURRENCE OF ANY
DEFAULT OR EVENT OF DEFAULT UNDER ANY LEASE AGREEMENT (AS DEFINED BELOW),
PROMPTLY (BUT IN ANY EVENT WITHIN 3 BUSINESS DAYS) AFTER THE DATE ON WHICH ANY
OFFICER OF A LOAN PARTY OBTAINS KNOWLEDGE OF THE OCCURRENCE OF ANY SUCH EVENT
AND (H) UPON AGENT'S REASONABLE REQUEST, BORROWER SHALL DELIVER TO AGENT WITHIN
5 DAYS AFTER SUCH REQUEST A CERTIFICATION FROM AN AUTHORIZED OFFICER OF THE
APPLICABLE LOAN PARTY THAT NO DEFAULT OR EVENT DEFAULT EXISTS UNDER ANY LEASE
AGREEMENT OF SUCH LOAN PARTY.
6.3.
FINANCIAL STATEMENTS.
IF BORROWER IS A PRIVATE COMPANY, IT SHALL
DELIVER TO AGENT AND LENDERS (A) UNAUDITED CONSOLIDATED AND, IF AVAILABLE,
CONSOLIDATING BALANCE SHEETS, STATEMENTS OF OPERATIONS AND CASH FLOW STATEMENTS
WITHIN 30 DAYS OF EACH MONTH END, IN A FORM ACCEPTABLE TO AGENT AND CERTIFIED BY
BORROWER'S PRESIDENT, CHIEF EXECUTIVE OFFICER OR CHIEF FINANCIAL OFFICER, AND
(B) ITS COMPLETE ANNUAL AUDITED CONSOLIDATED AND, IF AVAILABLE, CONSOLIDATING
FINANCIAL STATEMENTS PREPARED UNDER GAAP AND CERTIFIED WITHOUT QUALIFICATION BY
AN INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT SELECTED BY BORROWER AND SATISFACTORY
TO AGENT WITHIN 120 DAYS OF THE FISCAL YEAR END OR, IF SOONER, AT SUCH TIME AS
BORROWER'S BOARD OF DIRECTORS RECEIVES THE CERTIFIED AUDIT.
IF BORROWER IS A
PUBLICLY HELD COMPANY, BORROWER SHALL (I) DELIVER TO AGENT AND LENDERS VIA
ELECTRONIC MAIL TO ELECTRONIC MAIL ADDRESSES PROVIDED BY AGENT AND THE LENDERS
FROM TIME TO TIME NOTIFYING AGENT AND LENDERS OF THE POSTING BY BORROWER ON THE
INTERNET OF THE BORROWER'S QUARTERLY UNAUDITED CONSOLIDATED AND, IF AVAILABLE,
CONSOLIDATING BALANCE SHEETS, STATEMENTS OF OPERATIONS AND CASH FLOW STATEMENTS
AND (II) DELIVER TO AGENT