RESPECT TO FINANCIAL INFORMATION OF THE GUARANTORS BY
FURNISHING SFI'S FORM 10-K OR 10-Q, AS APPLICABLE, FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION; PROVIDED, FURTHER THAT SUCH DOCUMENTS REQUIRED TO BE
DELIVERED PURSUANT TO CLAUSES (C)(I) AND (C)(VI) OF THIS SECTION 12 MAY BE
DELIVERED ELECTRONICALLY AND IF SO DELIVERED, SHALL BE DEEMED TO HAVE BEEN
DELIVERED ON THE DATE ON WHICH SFI POSTS SUCH DOCUMENTS, OR PROVIDES A LINK
THERETO ON SFI'S WEBSITE ON THE INTERNET.
(D)
NOTICES OF MATERIAL EVENTS.
FURNISH THE
FOLLOWING TO THE LENDER IN WRITING:
(I)
PROMPTLY AFTER ANY EXECUTIVE OFFICER OF A GUARANTOR HAS ACTUAL
KNOWLEDGE OF FACTS THAT WOULD GIVE HIM OR HER REASON TO BELIEVE THAT ANY EVENT
OF DEFAULT HAS OCCURRED, NOTICE OF SUCH EVENT OF DEFAULT;
(II)
SIMULTANEOUSLY WITH THE DELIVERY THEREOF, A COPY OF ANY NOTICE
DELIVERED TO THE ADMINISTRATIVE AGENT (AS DEFINED IN THE SIX FLAGS CREDIT
AGREEMENT) PURSUANT TO SECTION 8.2 OF THE SIX FLAGS CREDIT AGREEMENT; AND
(iii)
promptly after receipt thereof, a copy of any notice of Default,
Event of Default (each as defined in the Six Flags Credit Agreement) or
acceleration received from the Administrative Agent or any Lender (as defined in
the Six Flags Credit Agreement) under the Six Flags Credit Agreement.
Each notice delivered under this Section 12(d) shall be accompanied by a
statement of a Responsible Officer of the applicable Guarantor setting forth in
reasonable detail the facts and circumstances of the event or development
requiring such notice and any action taken or proposed to be taken with respect
thereto;
(E)
EXISTENCE, ETC.
(I)
(A) PRESERVE, RENEW AND MAINTAIN IN FULL FORCE AND EFFECT ITS
LEGAL EXISTENCE UNDER THE LAWS OF THE JURISDICTION OF ITS ORGANIZATION (OTHER
THAN WITH RESPECT TO ANY SUBSIDIARY THAT (X) HAS AGGREGATE ASSETS WITH A VALUE
NOT IN EXCESS OF $100,000, (Y) CONDUCTS NO BUSINESS AND (Z) DOES NOT GUARANTEE
ANY GUARANTOR INDEBTEDNESS UNDER ANY INDENTURE OR IS NOT A LOAN PARTY TO THE SIX
FLAGS
11
CREDIT AGREEMENT) AND (B) TAKE ALL REASONABLE ACTION TO MAINTAIN ALL RIGHTS,
PRIVILEGES (INCLUDING ITS GOOD STANDING), PERMITS, LICENSES AND FRANCHISES
NECESSARY OR DESIRABLE IN THE NORMAL CONDUCT OF ITS BUSINESS, EXCEPT IN THE CASE
OF CLAUSE (B) ABOVE, TO THE EXTENT THAT FAILURE TO DO SO, EITHER INDIVIDUALLY OR
IN THE AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT OR OTHER THAN AS A CONSEQUENCE OF THE BANKRUPTCY CASE;
(II)
PAY AND DISCHARGE ALL FEDERAL INCOME TAXES AND ALL OTHER
MATERIAL TAXES, ASSESSMENTS AND GOVERNMENTAL CHARGES OR LEVIES IMPOSED ON IT OR
ON ITS INCOME OR PROFITS OR ON ANY OF ITS PROPERTY PRIOR TO THE DATE ON WHICH
PENALTIES ATTACH THERETO, EXCEPT FOR ANY SUCH OBLIGATION, TAX, ASSESSMENT,
CHARGE OR LEVY THE PAYMENT OF WHICH IS BEING CONTESTED IN GOOD FAITH AND BY
PROPER PROCEEDINGS AND AGAINST WHICH ADEQUATE RESERVES ARE BEING MAINTAINED TO
THE EXTENT REQUIRED BY GAAP; PROVIDED THAT, WITH RESPECT TO TAXES ASSESSED
AGAINST REAL PROPERTIES, SUCH TAXES CAN