ON OR BEFORE THE LAST
BUSINESS DAY OF
(I) EACH MONTH, IF UNDRAWN AVAILABILITY IS AT LEAST $6,000,000
AT SUCH TIME OR (II) EACH WEEK, IF UNDRAWN AVAILABILITY IS BELOW $6,000,0000 AT
SUCH TIME, AS AND FOR THE PRIOR MONTH OR WEEK, AS APPLICABLE, A BORROWING BASE
CERTIFICATE IN FORM AND SUBSTANCE SATISFACTORY TO AGENT (WHICH SHALL BE
CALCULATED AS OF THE LAST DAY OF THE PRIOR MONTH OR PRIOR WEEK, AS APPLICABLE
AND WHICH SHALL NOT BE BINDING UPON AGENT OR RESTRICTIVE OF AGENT'S RIGHTS UNDER
THIS AGREEMENT), INCLUDING REPORTING OF SALES, COLLECTIONS AND CREDITS.
9.11.
Other Reports. Furnish Agent as soon as available, but in any event
within ten (10) days after the issuance thereof, with copies of such financial
statements, reports and returns as each Borrower shall send to its stockholders.
9.12.
ADDITIONAL INFORMATION. FURNISH AGENT WITH 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 AND THE NOTES 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.
9.13.
PROJECTED OPERATING BUDGET. FURNISH AGENT, WITHIN THIRTY (30) DAYS
AFTER THE END OF EACH FISCAL YEAR OF BORROWERS, COMMENCING WITH FISCAL YEAR
2006, A MONTH BY MONTH PROJECTED OPERATING BUDGET AND CASH FLOW OF BORROWERS ON
A CONSOLIDATED AND CONSOLIDATING BASIS, APPROVED BY THE BOARD OF DIRECTORS OF
BORROWERS, FOR THE FOLLOWING FISCAL YEAR (INCLUDING (I) AN INCOME STATEMENT FOR
EACH MONTH, (II) A BALANCE SHEET AS AT THE END OF EACH MONTH, (III) CASH FLOW
STATEMENTS FOR EACH MONTH AND (IV) KEY ASSUMPTIONS, INCLUDING CAPITAL SPENDING
PLANS), SUCH PROJECTIONS TO BE ACCOMPANIED BY A CERTIFICATE 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.
9.14.
[RESERVED].
77
9.15.
Notice of Suits, Adverse Events. Furnish Agent with prompt written
notice of (i) any lapse or other termination of any Consent issued to any
Borrower by any Governmental Body or any other Person that is material to the
operation of any Borrower's business, (ii) any refusal by any Governmental Body
or any other Person to renew or extend any such Consent; and (iii)