REPRESENTATION OR WARRANTY QUALIFIED BY MATERIALITY OR BY REFERENCE TO A
MATERIAL ADVERSE EFFECT, WAS INCORRECT IN ANY RESPECT) AT THE TIME IT WAS GIVEN
OR DEEMED TO HAVE BEEN GIVEN AND AT THE SAME TIME DELIVER TO THE BUYER A WRITTEN
NOTICE SETTING FORTH IN REASONABLE DETAIL THE NATURE OF SUCH FACTS AND
CIRCUMSTANCES;
(IV)
PROCEEDINGS. AS SOON AS POSSIBLE AND IN ANY
EVENT WITHIN FIVE (5) BUSINESS DAYS AFTER A RESPONSIBLE OFFICER OF THE SELLER
RECEIVES NOTICE OR OBTAINS KNOWLEDGE THEREOF, NOTICE OF ANY SETTLEMENT OF,
JUDGMENT (INCLUDING A JUDGMENT WITH RESPECT TO THE LIABILITY PHASE OF A
BIFURCATED TRIAL) IN OR COMMENCEMENT OF ANY LABOR CONTROVERSY, LITIGATION,
ACTION, SUIT OR PROCEEDING BEFORE ANY GOVERNMENTAL AUTHORITY, DOMESTIC OR
FOREIGN, WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT;
PROVIDED THAT NOTWITHSTANDING THE FOREGOING, ANY SETTLEMENT, JUDGMENT, LABOR
CONTROVERSY, LITIGATION, ACTION, SUIT OR PROCEEDING AFFECTING THE SALE ASSETS IN
AN AMOUNT IN EXCESS OF $250,000, THE TRANSACTION DOCUMENTS, THE BUYER'S INTEREST
IN THE SALE ASSETS OR OTHERWISE IN AN AMOUNT IN EXCESS OF $250,000 SHALL BE
REQUIRED TO BE REPORTED;
(V)
CHANGE OF CONTROL.
UPON THE OCCURRENCE OF A
CHANGE OF CONTROL OF FAIR, AS SOON AS POSSIBLE AND IN ANY EVENT WITHIN TWO
(2) BUSINESS DAYS AFTER THE OCCURRENCE OF SAME, FAIR WILL PROVIDE THE BUYER WITH
WRITTEN NOTICE THEREOF;
(VI)
EVENTS OF DEFAULT.
UPON THE OCCURRENCE OF EACH
SERVICER DEFAULT OF WHICH A RESPONSIBLE OFFICER OF SELLER HAS KNOWLEDGE OR HAS
RECEIVED NOTICE (OTHER THAN ANY KNOWLEDGE OBTAINED FROM THE BUYER), IT WILL
PROVIDE THE BUYER WITH PROMPT (AND IN ANY EVENT WITHIN ONE BUSINESS DAY) WRITTEN
NOTICE OF THE OCCURRENCE THEREOF.
IN ADDITION, NO LATER THAN THREE (3) BUSINESS
DAYS FOLLOWING A RESPONSIBLE OFFICER HAVING KNOWLEDGE OR NOTICE OF THE
OCCURRENCE OF ANY SERVICER DEFAULT, IT WILL PROVIDE TO THE BUYER A WRITTEN
STATEMENT OF ITS CHIEF FINANCIAL OFFICER OR CHIEF ACCOUNTING OFFICER SETTING
FORTH THE DETAILS OF SUCH EVENT AND THE ACTION THAT IT PROPOSES TO TAKE WITH
RESPECT THERETO; AND
27
(VII)
NOTICE OF MATERIAL EVENTS. PROMPTLY UPON A
RESPONSIBLE OFFICER OF THE SELLER BECOMING AWARE THEREOF, NOTICE OF ANY OTHER
EVENT OR CIRCUMSTANCES THAT, IN THE REASONABLE JUDGMENT OF THE SELLER, COULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(K)
COOPERATION WITH REQUESTS FOR INFORMATION OR
DOCUMENTS. THE SELLER WILL COOPERATE FULLY WITH ALL REASONABLE REQUESTS OF THE
BUYER REGARDING THE PROVISION OF ANY INFORMATION OR DOCUMENTS, NECESSARY OR
DESIRABLE, INCLUDING THE PROVISION OF SUCH INFORMATION OR DOCUMENTS IN
ELECTRONIC OR MACHINE-READABLE FORMAT, TO ALLOW EACH OF THE BUYER AND ITS
ASSIGNEES TO CARRY OUT THEIR RESPONSIBILITIES UNDER THE TRANSACTION DOCUMENTS.
(L)
ACCESS TO CREDIT FACILITIES.
IN
CONNECTION WITH FAIR'S EXISTING $50,000,000 CREDIT FACILITY WITH FORTRESS CREDIT
CORP., AS THE ADMINISTRATIVE AGENT AND A LENDER, PURSUANT TO A LOAN AGREEMENT BY
AND AMONG FAIR, SUCH LENDER AND CERTAIN OTHER PARTIES DATED FEBRUARY 12, 2008,
WHICH LOAN AGREEMENT PROVIDES FOR THE PAYMENT OF INTEREST ON ANY ADVANCES
THEREUNDER AT