CASH FLOWS OF HOLDINGS AS OF THE DATE AND FOR THE PERIODS
SPECIFIED IN ACCORDANCE WITH GAAP
31
CONSISTENTLY APPLIED, AND ON A BASIS CONSISTENT WITH AUDITED FINANCIAL
STATEMENTS REFERRED TO IN CLAUSE (A) OF THIS SECTION, SUBJECT TO NORMAL YEAR-END
AUDIT ADJUSTMENTS (IT BEING UNDERSTOOD THAT THE INFORMATION REQUIRED BY THIS
CLAUSE (B) MAY BE FURNISHED IN THE FORM OF A FORM 10-Q);
(C)
QUARTERLY REPURCHASE OBLIGATIONS. AS SOON
AS POSSIBLE AND IN ANY EVENT WITHIN 5 DAYS AFTER THE END OF EACH CALENDAR
QUARTER A WRITTEN REPORT, IN REASONABLE DETAIL, DESCRIBING EACH INSTANCE DURING
SUCH CALENDAR QUARTER IN WHICH ANY COMPANY AGREED UPON THE AMOUNT OF, OR PAID
ANY AMOUNT WITH RESPECT TO, ANY REPURCHASE OBLIGATIONS;
(D)
SOLVENCY/FINANCIAL COVENANT COMPLIANCE
CERTIFICATE. AS SOON AS POSSIBLE AND IN ANY EVENT WITHIN 15
CALENDAR DAYS AFTER
THE END OF EACH MONTH A SOLVENCY/FINANCIAL COVENANT COMPLIANCE CERTIFICATE;
(E)
PUBLIC REPORTS.
PROMPTLY AFTER THE SAME
BECOME PUBLICLY AVAILABLE, COPIES OF ALL PERIODIC AND OTHER REPORTS, PROXY
STATEMENTS AND OTHER MATERIALS FILED BY HOLDINGS OR ANY OF ITS SUBSIDIARIES WITH
THE SECURITIES AND EXCHANGE COMMISSION, OR ANY GOVERNMENTAL AUTHORITY SUCCEEDING
TO ANY OR ALL OF THE FUNCTIONS OF SAID COMMISSION, OR WITH ANY NATIONAL
SECURITIES EXCHANGE, OR DISTRIBUTED TO HOLDERS OF ITS INDEBTEDNESS PURSUANT TO
THE TERMS OF THE DOCUMENTATION GOVERNING SUCH INDEBTEDNESS (OR ANY TRUSTEE,
AGENT OR OTHER REPRESENTATIVE THEREFOR), AS THE CASE MAY BE;
(F)
MANAGEMENT LETTERS.
PROMPTLY AFTER THE
RECEIPT THEREOF BY ANY COMPANY, A COPY OF ANY "MANAGEMENT LETTER" RECEIVED BY
ANY SUCH PERSON FROM ITS CERTIFIED PUBLIC ACCOUNTANTS AND THE MANAGEMENT'S
RESPONSES THERETO;
(G)
ORGANIZATIONAL DOCUMENTS.
PROMPTLY PROVIDE
COPIES OF ANY ORGANIZATIONAL DOCUMENTS THAT HAVE BEEN AMENDED OR MODIFIED IN
ACCORDANCE WITH THE TERMS HEREOF AND DELIVER A COPY OF ANY NOTICE OF DEFAULT
GIVEN OR RECEIVED BY ANY COMPANY UNDER ANY ORGANIZATIONAL DOCUMENT WITHIN 15
DAYS AFTER SUCH COMPANY GIVES OR RECEIVES SUCH NOTICE; AND
(H)
OTHER INFORMATION.
PROMPTLY, FROM TIME TO
TIME, SUCH OTHER INFORMATION REGARDING THE OPERATIONS, BUSINESS AFFAIRS AND
FINANCIAL CONDITION OF ANY COMPANY, OR COMPLIANCE WITH THE TERMS OF ANY
TRANSACTION DOCUMENT, AS THE LENDER MAY REASONABLY REQUEST.
SECTION 5.02
Litigation and Other Notices.
Furnish to the Lender written
notice of the following promptly (and, in any event, within three (3) Business
Days after the occurrence thereof with respect to (a), (b)(ii), (c), (d) and
(e) below and fifteen (15) Business Days after the occurrence thereof with
respect to (b)(i) below):
(A)
ANY DEFAULT, SPECIFYING THE NATURE AND
EXTENT THEREOF AND THE CORRECTIVE ACTION (IF ANY) TAKEN OR PROPOSED TO BE TAKEN
WITH RESPECT THERETO;
(B)
THE FILING OR COMMENCEMENT OF ANY ACTION,
SUIT, LITIGATION OR PROCEEDING, WHETHER AT LAW OR IN EQUITY BY OR BEFORE ANY
GOVERNMENTAL AUTHORITY, (I) AGAINST ANY COMPANY OR ANY AFFILIATE THEREOF THAT
COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT OR (II) WITH
RESPECT TO ANY TRANSACTION DOCUMENT;
(C)
ANY DEVELOPMENT THAT HAS RESULTED IN, OR
COULD REASONABLY BE EXPECTED TO RESULT IN