MONTH, PREPARED ON A BASIS
CONSISTENT WITH PRIOR PRACTICES AND COMPLETE AND CORRECT IN ALL MATERIAL
RESPECTS, SUBJECT TO NORMAL AND RECURRING YEAR END ADJUSTMENTS THAT INDIVIDUALLY
AND IN THE AGGREGATE ARE NOT MATERIAL TO BORROWERS' BUSINESS.
THE REPORTS SHALL
BE ACCOMPANIED BY A COMPLIANCE CERTIFICATE.
9.10.
OTHER REPORTS.
FURNISH AGENT AS SOON AS AVAILABLE, BUT IN ANY
EVENT WITHIN TEN (10) DAYS AFTER THE ISSUANCE THEREOF, (I) WITH COPIES OF SUCH
FINANCIAL STATEMENTS, REPORTS AND RETURNS AS EACH BORROWER SHALL SEND TO ITS
STOCKHOLDERS AND (II) COPIES OF EACH ANNUAL REPORT, QUARTERLY REPORT AND PROXY
STATEMENTS AND COPIES OF ALL ANNUAL, REGULAR, PERIODIC AND SPECIAL REPORTS AND
REGISTRATION STATEMENTS WHICH ANY BORROWER MAY FILE OR BE REQUIRED TO FILE WITH
THE SEC UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT OR WITH ANY NATIONAL
SECURITIES EXCHANGE, AND IN ANY CASE NOT OTHERWISE REQUIRED TO BE DELIVERED TO
THE AGENT PURSUANT HERETO.
9.11.
ADDITIONAL INFORMATION.
FURNISH AGENT WITH (I) UPDATES TO SCHEDULE
4.5 AS NECESSARY; AND (II) SUCH ADDITIONAL INFORMATION AS AGENT SHALL REASONABLY
REQUEST IN ORDER TO ENABLE AGENT TO DETERMINE WHETHER THE TERMS, COVENANTS,
PROVISIONS AND CONDITIONS OF THIS AGREEMENT THE NOTES AND THE OTHER DOCUMENTS
HAVE BEEN COMPLIED WITH BY BORROWERS INCLUDING, WITHOUT THE NECESSITY OF ANY
REQUEST BY AGENT, (A) COPIES OF ALL ENVIRONMENTAL AUDITS AND REVIEWS, (B) AT
LEAST THIRTY (30) DAYS PRIOR THERETO, NOTICE OF ANY BORROWER'S OPENING OF ANY
NEW OFFICE OR PLACE OF BUSINESS OR ANY BORROWER'S CLOSING OF ANY EXISTING OFFICE
OR PLACE OF BUSINESS, AND (C) PROMPTLY UPON ANY BORROWER'S LEARNING THEREOF,
NOTICE OF ANY LABOR DISPUTE TO WHICH ANY BORROWER MAY BECOME A PARTY, ANY
STRIKES OR WALKOUTS RELATING TO ANY OF ITS PLANTS OR OTHER FACILITIES, AND THE
EXPIRATION OF ANY LABOR CONTRACT TO WHICH ANY BORROWER IS A PARTY OR BY WHICH
ANY BORROWER IS BOUND.
9.12.
PROJECTED OPERATING BUDGET.
FURNISH AGENT AND LENDERS, NO LATER
THAN THIRTY (30) DAYS PRIOR TO THE BEGINNING OF EACH BORROWER'S FISCAL YEARS
COMMENCING WITH FISCAL YEAR 2010, A MONTH BY MONTH PROJECTED OPERATING BUDGET
AND CASH FLOW OF BORROWERS ON A CONSOLIDATED AND CONSOLIDATING BASIS FOR SUCH
FISCAL YEAR (INCLUDING AN INCOME STATEMENT FOR EACH MONTH AND A BALANCE SHEET AS
AT THE END OF THE LAST MONTH IN EACH FISCAL QUARTER), SUCH PROJECTIONS TO BE
ACCOMPANIED BY A CERTIFICATE ON BEHALF OF EACH BORROWER SIGNED BY THE PRESIDENT
OR CHIEF FINANCIAL OFFICER OF EACH BORROWER TO THE EFFECT THAT SUCH PROJECTIONS
HAVE BEEN PREPARED ON THE BASIS OF SOUND FINANCIAL PLANNING PRACTICE CONSISTENT
WITH PAST BUDGETS AND FINANCIAL STATEMENTS AND THAT SUCH OFFICER HAS NO REASON
TO QUESTION THE REASONABLENESS OF ANY MATERIAL ASSUMPTIONS ON WHICH SUCH
PROJECTIONS WERE PREPARED.
9.13.
VARIANCES FROM OPERATING BUDGET.
FURNISH AGENT, CONCURRENTLY WITH
THE DELIVERY OF THE FINANCIAL STATEMENTS REFERRED TO IN SECTION 9.7 AND 9.8, A
WRITTEN REPORT SUMMARIZING ALL MATERIAL VARIANCES FROM BUDGETS SUBMITTED BY
BORROWERS PURSUANT TO SECTION 9.12 AND A DISCUSSION AND ANALYSIS BY MANAGEMENT
WITH RESPECT TO