(ACTUARIAL INFORMATION) TO THE ANNUAL REPORT (FORM
5500 SERIES) FILED BY BORROWER, ANY OF ITS SUBSIDIARIES OR ANY OF THEIR
RESPECTIVE ERISA AFFILIATES WITH THE INTERNAL REVENUE SERVICE WITH RESPECT TO
EACH PENSION PLAN; (2) ALL NOTICES RECEIVED BY BORROWER, ANY OF ITS SUBSIDIARIES
OR ANY OF THEIR RESPECTIVE ERISA AFFILIATES FROM A MULTIEMPLOYER PLAN SPONSOR
CONCERNING AN ERISA EVENT; AND (3) COPIES OF SUCH OTHER DOCUMENTS OR
GOVERNMENTAL REPORTS OR FILINGS RELATING TO ANY EMPLOYEE BENEFIT PLAN AS
ADMINISTRATIVE AGENT SHALL REASONABLY REQUEST;
(H)
FINANCIAL PLAN. AS SOON AS PRACTICABLE AND IN ANY EVENT NO LATER
THAN JANUARY 31 OF EACH FISCAL YEAR (OR, IF EARLIER, TEN (10) BUSINESS DAYS
AFTER APPROVAL BY THE BOARD OF DIRECTORS OF BORROWER), A CONSOLIDATED PLAN AND
FINANCIAL FORECAST FOR SUCH FISCAL YEAR AND FOR THE ONE FISCAL YEAR THEREAFTER
(A "FINANCIAL PLAN"), INCLUDING A FORECASTED CONSOLIDATED BALANCE SHEET AND
FORECASTED CONSOLIDATED STATEMENTS OF INCOME AND CASH FLOWS OF BORROWER AND ITS
SUBSIDIARIES (EXCLUDING, FOR THE AVOIDANCE OF DOUBT, 750 PARK PLACE) FOR EACH
FISCAL QUARTER OF SUCH FISCAL YEAR AND ANNUALLY FOR THE ONE FISCAL YEAR
THEREAFTER, TOGETHER WITH AN EXPLANATION OF THE ASSUMPTIONS ON WHICH SUCH
FORECASTS ARE BASED (INCLUDING DETAIL WITH RESPECT TO LONG-TERM CARE BEDS SERVED
IN EACH STATE IN WHICH THE BORROWER AND ITS SUBSIDIARIES WILL OPERATE,
FORECASTED REVENUES PER BED SERVED AND THE PROJECTED CAPITAL EXPENDITURE AND
WORKING CAPITAL NEEDS OF THE BORROWER AND ITS SUBSIDIARIES);
75
(I)
INSURANCE REPORT. AS SOON AS PRACTICABLE AND IN ANY EVENT NO
LATER THAN MARCH 31 OF EACH FISCAL YEAR, A REPORT OUTLINING ALL MATERIAL
INSURANCE COVERAGE MAINTAINED AS OF THE DATE OF SUCH REPORT BY BORROWER AND ITS
SUBSIDIARIES AND ALL MATERIAL INSURANCE COVERAGE PLANNED TO BE MAINTAINED BY
BORROWER AND ITS SUBSIDIARIES IN THE IMMEDIATELY SUCCEEDING FISCAL YEAR;
(J)
ENVIRONMENTAL REPORTS AND AUDITS. AS SOON AS PRACTICABLE
FOLLOWING RECEIPT THEREOF, COPIES OF ALL ENVIRONMENTAL AUDITS AND REPORTS WITH
RESPECT TO ENVIRONMENTAL MATTERS AT ANY FACILITY OR WHICH RELATE TO ANY
ENVIRONMENTAL LIABILITIES OF BORROWER OR ITS SUBSIDIARIES WHICH, IN ANY SUCH
CASE, INDIVIDUALLY OR IN THE AGGREGATE, COULD REASONABLY BE EXPECTED TO RESULT
IN A MATERIAL ADVERSE EFFECT;
(K)
INFORMATION REGARDING COLLATERAL. (A) BORROWER WILL FURNISH TO THE
COLLATERAL AGENT PROMPT WRITTEN NOTICE OF ANY CHANGE (I) IN ANY LOAN PARTY'S
CORPORATE NAME (OTHER THAN THE CHANGE OF THE BORROWER'S NAME TO "CHEM RX
CORPORATION"), (II) IN ANY LOAN PARTY'S IDENTITY OR CORPORATE STRUCTURE OR
(III) IN ANY LOAN PARTY'S FEDERAL TAXPAYER IDENTIFICATION NUMBER. BORROWER
AGREES NOT TO EFFECT OR PERMIT ANY CHANGE REFERRED TO IN THE PRECEDING SENTENCE
UNLESS ALL FILINGS HAVE BEEN MADE UNDER THE UNIFORM COMMERCIAL CODE OR OTHERWISE
THAT ARE REQUIRED IN ORDER FOR THE COLLATERAL AGENT TO CONTINUE AT ALL TIMES
FOLLOWING SUCH CHANGE TO HAVE A VALID, LEGAL AND PERFECTED SECURITY INTEREST IN
ALL THE COLLATERAL AND FOR THE COLLATERAL AT ALL TIMES FOLLOWING SUCH CHANGE TO
HAVE A VALID, LEGAL AND PERFECTED SECURITY INTEREST AS CONTEMPLATED IN THE
COLLATERAL DOCUMENTS.