PREVIOUSLY DISCLOSED TO THE ADMINISTRATIVE AGENT,
IN WRITING, A LISTING OF ANY COUNTY, STATE, TERRITORY, PROVINCE, REGION OR ANY
OTHER JURISDICTION, OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE UNITED
STATES, CANADA OR OTHERWISE WHERE ANY LOAN PARTY KEEPS INVENTORY OR EQUIPMENT
AND OF ANY INTELLECTUAL PROPERTY ACQUIRED BY ANY LOAN PARTY SINCE THE DATE OF
THE MOST RECENT LIST DELIVERED PURSUANT TO THIS CLAUSE (Y) (OR, IN THE CASE OF
THE FIRST SUCH LIST SO DELIVERED, SINCE THE CLOSING DATE) AND (Z) ANY UCC OR
PPSA FINANCING STATEMENTS OR OTHER FILINGS SPECIFIED IN SUCH COMPLIANCE
CERTIFICATE AS BEING REQUIRED TO BE DELIVERED THEREWITH;
100
(C)
AS SOON AS AVAILABLE, AND IN ANY EVENT NO
LATER THAN 60 DAYS AFTER THE END OF EACH FISCAL YEAR OF THE US BORROWER, A
DETAILED CONSOLIDATED BUDGET FOR THE FOLLOWING FISCAL YEAR (INCLUDING A
PROJECTED CONSOLIDATED BALANCE SHEET OF THE US BORROWER AND ITS SUBSIDIARIES AS
OF THE END OF THE FOLLOWING FISCAL YEAR, AND THE RELATED CONSOLIDATED STATEMENTS
OF PROJECTED CASH FLOW, PROJECTED CHANGES IN FINANCIAL POSITION AND PROJECTED
INCOME), AND, AS SOON AS AVAILABLE, SIGNIFICANT REVISIONS, IF ANY, OF SUCH
BUDGET AND PROJECTIONS WITH RESPECT TO SUCH FISCAL YEAR (COLLECTIVELY, THE
"PROJECTIONS"), WHICH PROJECTIONS SHALL IN EACH CASE BE ACCOMPANIED BY A
CERTIFICATE OF A RESPONSIBLE OFFICER STATING THAT SUCH PROJECTIONS ARE BASED ON
REASONABLE ESTIMATES, INFORMATION AND ASSUMPTIONS AND THAT SUCH RESPONSIBLE
OFFICER HAS NO REASON TO BELIEVE THAT SUCH PROJECTIONS ARE INCORRECT OR
MISLEADING IN ANY MATERIAL RESPECT;
(D)
NO LATER THAN 10 BUSINESS DAYS PRIOR TO THE
EFFECTIVENESS THEREOF, COPIES OF SUBSTANTIALLY FINAL DRAFTS OF ANY PROPOSED
AMENDMENT, SUPPLEMENT, WAIVER OR OTHER MODIFICATION WITH RESPECT TO THE
ACQUISITION AGREEMENT OR THE GOVERNING DOCUMENTS OF ANY LOAN PARTY;
(E)
WITHIN FIVE DAYS AFTER THE SAME ARE SENT,
COPIES OF ALL FINANCIAL STATEMENTS AND REPORTS THAT THE US BORROWER OR ANY OF
ITS SUBSIDIARIES SENDS TO THE HOLDERS OF ANY CLASS OF ITS DEBT SECURITIES OR
PUBLIC EQUITY SECURITIES AND, WITHIN FIVE DAYS AFTER THE SAME ARE FILED, COPIES
OF ALL FINANCIAL STATEMENTS AND REPORTS THAT THE US BORROWER OR ANY OF ITS
SUBSIDIARIES MAY MAKE TO, OR FILE WITH, THE SEC;
(F)
AS SOON AS POSSIBLE AND IN ANY EVENT
WITHIN 3 BUSINESS DAYS OF OBTAINING KNOWLEDGE THEREOF:
(I)
NOTICE OF ANY
DEVELOPMENT, EVENT, OR CONDITION THAT, INDIVIDUALLY OR IN THE AGGREGATE WITH
OTHER DEVELOPMENTS, EVENTS OR CONDITIONS THAT, INDIVIDUALLY OR IN THE AGGREGATE,
COULD REASONABLY BE EXPECTED TO RESULT IN THE PAYMENT BY THE US BORROWER OR ANY
OF ITS SUBSIDIARIES, IN THE AGGREGATE, OF A MATERIAL ENVIRONMENTAL AMOUNT; AND
(II)
ANY NOTICE THAT ANY GOVERNMENTAL AUTHORITY MAY DENY ANY APPLICATION FOR AN
ENVIRONMENTAL PERMIT SOUGHT BY, OR REVOKE OR REFUSE TO RENEW ANY ENVIRONMENTAL
PERMIT OR ANY OTHER MATERIAL PERMIT HELD BY THE US BORROWER OR CONDITION
APPROVAL OF ANY SUCH MATERIAL PERMIT ON TERMS AND CONDITIONS THAT ARE MATERIALLY
BURDENSOME TO THE US BORROWER OR ANY OF ITS SUBSIDIARIES, OR TO THE OPERATION OF
ANY OF