AS TO SCOPE OF AUDIT, SHALL
EXPRESS NO DOUBT ABOUT THE ABILITY OF THE BORROWER TO CONTINUE AS A GOING
CONCERN, AND SHALL STATE THAT SUCH CONSOLIDATED FINANCIAL STATEMENTS FAIRLY
PRESENT THE CONSOLIDATED FINANCIAL POSITION OF THE BORROWER AND ITS CONSOLIDATED
SUBSIDIARIES AS AT THE DATES INDICATED AND THE RESULTS OF THEIR OPERATIONS AND
THEIR CASH FLOWS FOR THE PERIODS INDICATED IN CONFORMITY WITH GAAP APPLIED ON A
BASIS CONSISTENT WITH PRIOR YEARS (EXCEPT AS OTHERWISE DISCLOSED IN SUCH
FINANCIAL STATEMENTS) AND THAT THE EXAMINATION BY SUCH ACCOUNTANTS IN CONNECTION
WITH SUCH CONSOLIDATED FINANCIAL STATEMENTS HAS BEEN MADE IN ACCORDANCE WITH
GENERALLY ACCEPTED AUDITING STANDARDS;
(C)
TOGETHER WITH THE FINANCIAL STATEMENTS
PROVIDED PURSUANT TO SECTION 8.1(A) AND (B), A COMPLIANCE CERTIFICATE IN A FORM
MUTUALLY AGREED TO BY THE BORROWER AND THE ADMINISTRATIVE AGENT (THE "COMPLIANCE
CERTIFICATE"), CERTIFIED TO BE TRUE AND CORRECT, STATING THAT NO POTENTIAL
DEFAULT OR EVENT OF DEFAULT EXISTS AND, IF ANY POTENTIAL DEFAULT OR EVENT OF
DEFAULT THEN EXISTS, SETTING FORTH THE DETAILS THEREOF AND THE ACTION WHICH IT
IS TAKING OR PROPOSES TO TAKE WITH RESPECT THERETO;
(D)
AS SOON AS REASONABLY PRACTICABLE AFTER
RECEIPT THEREOF, A COPY OF ANY "MANAGEMENT" LETTER FROM THE BORROWER'S
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT TO THE BORROWER'S MANAGEMENT WITH
RESPECT TO SUCH ACCOUNTANT'S AUDIT OF THE BORROWER'S FINANCIAL STATEMENTS;
(E)
AS SOON AS AVAILABLE, BUT IN ANY EVENT
WITHIN TWO (2)
BUSINESS DAYS AFTER THE END OF EACH CALENDAR WEEK, A REPORT
SUBSTANTIALLY IN THE FORM PREVIOUSLY DELIVERED TO AND CONFIRMED AS ACCEPTABLE BY
THE ADMINISTRATIVE AGENT, TOGETHER WITH A CERTIFICATE IN A FORM MUTUALLY
ACCEPTABLE TO THE BORROWER AND THE ADMINISTRATIVE AGENT STATING THE PERCENTAGE
OWNERSHIP INTERESTS NECESSARY TO COMPUTE THE NET INVESTMENT BALANCE (SUCH REPORT
AND CERTIFICATE, TOGETHER, THE "WEEKLY REPORT") WHICH SETS FORTH, INTER ALIA,
(W) THE CURRENT MARKET VALUE OF ITS FINANCIAL ASSETS AND CASH, IDENTIFYING ALL
INVESTMENTS ACQUIRED, SOLD OR OTHERWISE DISPOSED OF BY IT DURING THE PRECEDING
WEEK; (X) A CALCULATION OF THE ASSET COVERAGE SHORTFALL (IF ANY) AS OF THE END
OF SUCH MONTHLY PERIOD; AND (Y) THE VALUATION DECLINE RATE DURING THE
IMMEDIATELY PRECEDING CALENDAR MONTH, CALENDAR QUARTER AND CALENDAR YEAR
(DETERMINED WITH RESPECT TO SUCH CALENDAR QUARTERS AND CALENDAR YEARS ON A
ROLLING BASIS);
(F)
AS SOON AS AVAILABLE, ALL INFORMATION
DELIVERED TO THE SEC IN CONNECTION WITH ANY REQUEST BY THE BORROWER TO EXTEND
THE DEADLINE APPLICABLE TO IT WITH RESPECT TO DELIVERY OF FINANCIAL REPORTS TO
THE SEC PURSUANT TO THE SECURITIES EXCHANGE ACT.
(G)
AS SOON AS AVAILABLE, AND IN ANY EVENT
WITHIN FIVE (5) BUSINESS DAYS OF THE DATE OF EXERCISE BY THE BORROWER OF ANY
DISTRIBUTION OR REDEMPTION RIGHTS WITH RESPECT TO THE
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ENTERPRISE INVESTMENT, COPIES OF ALL DOCUMENTATION EXECUTED AND DELIVERED BY THE
BORROWER IN CONNECTION THEREWITH;
(H)
COPIES OF ALL FINANCIAL STATEMENTS, MATERIAL
REPORTS AND NOTICES, AND OTHER MATERIAL INFORMATION AT ANY TIME OR FROM TIME TO
TIME PREPARED BY IT OR ON ITS BEHALF AND FURNISHED TO ITS FUND INVESTORS