GIVEN
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OR ACTION TAKEN BY SUCH HOLDER OR PERSON, AND WHAT ACTION THE APPLICABLE NOTE
PARTY HAS TAKEN, IS TAKING OR PROPOSES TO TAKE WITH RESPECT THERETO;
(L)
[INTENTIONALLY OMITTED];
(M)
PROMPTLY UPON RECEIPT OR FILING THEREOF,
COPIES OF ANY DELINQUENCY REPORTS OR NOTICES RELATED TO ANY MATERIAL TAXES AND
ANY OTHER MATERIAL REPORTS OR NOTICES RECEIVED BY ANY NOTE PARTY FROM, OR FILED
BY ANY NOTE PARTY WITH, ANY GOVERNMENTAL AUTHORITY;
(N)
WITHIN THIRTY (30) DAYS FOLLOWING THE
CONCLUSION OF EACH FISCAL YEAR, EACH SPECIFIED COMPANY'S ANNUAL OPERATING PLANS,
OPERATING AND CAPITAL EXPENDITURE BUDGETS, AND FINANCIAL FORECASTS, INCLUDING
CASH FLOW PROJECTIONS COVERING PROPOSED FUNDINGS, REPAYMENTS, ADDITIONAL
ADVANCES, INVESTMENTS AND OTHER CASH RECEIPTS AND DISBURSEMENTS, EACH FOR THE
FOLLOWING FISCAL YEAR PRESENTED ON A MONTHLY BASIS, WHICH SHALL BE IN A FORMAT
REASONABLY CONSISTENT WITH PROJECTIONS, BUDGETS AND FORECASTS THERETOFORE
PROVIDED TO THE PURCHASERS, AND PROMPTLY FOLLOWING THE PREPARATION THEREOF,
UPDATES TO ANY OF THE FOREGOING FROM TIME TO TIME PREPARED BY MANAGEMENT OF EACH
SPECIFIED COMPANY;
(O)
NO LATER THAN THREE (3) BUSINESS DAYS
FOLLOWING EXECUTION THEREOF, TRUE, CORRECT AND COMPLETE COPIES OF ANY AGREEMENT,
INSTRUMENT OR DOCUMENT EFFECTING AN AMENDMENT, MODIFICATION, SUPPLEMENT OR
WAIVER OF ANY SENIOR FINANCING DOCUMENT;
(P)
PROMPTLY UPON THE SAME BECOMING AVAILABLE,
ANY WRITTEN MATERIALS, INCLUDING ANY "BOARD BOOKS," PREPARED FOR ANY MEETING OF
AND DISTRIBUTED GENERALLY TO ALL MEMBERS OF THE BOARD OF DIRECTORS OF THE
COMPANY; AND
(Q)
WITH REASONABLE PROMPTNESS, SUCH OTHER
INFORMATION AND DATA WITH RESPECT TO ANY NOTE PARTY AS FROM TIME TO TIME MAY BE
REASONABLY REQUESTED BY ANY PURCHASER.
7.2
PAYMENT AND PERFORMANCE OF OBLIGATIONS.
EACH SPECIFIED COMPANY (A) WILL PAY AND DISCHARGE, AND CAUSE EACH SUBSIDIARY TO
PAY AND DISCHARGE, AT OR BEFORE MATURITY, ALL OF THEIR RESPECTIVE OBLIGATIONS
AND LIABILITIES, INCLUDING TAX LIABILITIES, EXCEPT FOR SUCH OBLIGATIONS AND/OR
LIABILITIES (I) (X) THAT MAY BE THE SUBJECT OF A PERMITTED CONTEST AND (Y) THE
NONPAYMENT OR NONDISCHARGE OF WHICH COULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT, OR (II) THAT ARISE UNDER THE SENIOR FINANCING
DOCUMENTS, (B) WILL MAINTAIN, AND CAUSE EACH SUBSIDIARY TO MAINTAIN, IN
ACCORDANCE WITH GAAP, APPROPRIATE RESERVES FOR THE ACCRUAL OF ALL OF THEIR
RESPECTIVE OBLIGATIONS AND LIABILITIES AND (C) WILL NOT BREACH OR PERMIT ANY
SUBSIDIARY TO BREACH, OR PERMIT TO EXIST ANY DEFAULT UNDER, THE TERMS OF ANY
LEASE, COMMITMENT, CONTRACT, INSTRUMENT OR OBLIGATION
30
TO WHICH IT IS A PARTY, OR BY WHICH ITS PROPERTIES OR ASSETS ARE BOUND, EXCEPT
FOR SUCH BREACHES OR DEFAULTS WHICH COULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
7.3
MAINTENANCE OF EXISTENCE.
EACH SPECIFIED
COMPANY WILL PRESERVE, RENEW AND KEEP IN FULL FORCE AND EFFECT, AND WILL CAUSE
EACH SUBSIDIARY TO PRESERVE, RENEW AND KEEP IN FULL FORCE AND EFFECT, THEIR
RESPECTIVE EXISTENCE (EXCEPT FOR SUBSIDIARY MERGERS PERMITTED BY SECTION 8.7)
AND THEIR RESPECTIVE RIGHTS, PRIVILEGES AND FRANCHISES NECESSARY OR DESIRABLE IN
THE NORMAL CONDUCT OF BUSINESS EXCEPT FOR SUCH RIGHTS, PRIVILEGES AND/OR
FRANCHISES