ANY
TIME IF AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING BUT OTHERWISE
NOT MORE OFTEN THAN ONCE A YEAR, THE BORROWER WILL, AT THE BORROWER'S EXPENSE,
OBTAIN AND DELIVER TO THE AGENT A REPORT OF AN INDEPENDENT COLLATERAL AUDITOR
SATISFACTORY TO THE AGENT WITH RESPECT TO THE ACCOUNTS AND INVENTORY, WHICH
REPORT SHALL INDICATE WHETHER OR NOT THE INFORMATION SET FORTH IN THE BORROWING
BASE CERTIFICATE MOST RECENTLY DELIVERED IS ACCURATE AND COMPLETE IN ALL
MATERIAL RESPECTS;
(G)
CONCURRENTLY WITH DELIVERY THEREOF TO THE
TRUSTEE, COPIES OF ANY AND ALL NOTICES, CERTIFICATES, STATEMENTS, REPORTS AND
OTHER DELIVERIES REQUIRED TO BE MADE PURSUANT TO SECTION 4.02 OF THE HIGH YIELD
UNSECURED INDENTURE, INCLUDING, WITHOUT LIMITATION, ALL REPORTS REQUIRED TO BE
FILED PURSUANT TO SECTIONS 13 AND 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED, AND SECTION 4.14 OF THE HIGH YIELD UNSECURED INDENTURE, INCLUDING,
WITHOUT LIMITATION, ALL COMPLIANCE CERTIFICATES REQUIRED TO BE DELIVERED
PURSUANT THERETO;
(H)
AS SOON AS AVAILABLE AND IN ANY EVENT NO
LATER THAN THIRTY (30) DAYS AFTER THE LAST DAY OF EACH FISCAL YEAR OF THE
BORROWER, (I) PROJECTIONS OF THE BORROWER'S AND ITS SUBSIDIARIES' CONSOLIDATED
AND CONSOLIDATING FINANCIAL PERFORMANCE FOR THE FORTHCOMING FISCAL YEAR ON A
QUARTERLY BASIS, WHICH PROJECTIONS SHALL INCLUDE BALANCE SHEETS AND STATEMENTS
OF INCOME, SHAREHOLDERS' EQUITY AND CASH FLOWS, AND (II) PROJECTIONS OF THE
COSTS AND EXPENSES TO BE INCURRED BY THE BORROWER AND ITS SUBSIDIARIES IN
CONNECTION WITH CAPITAL EXPENDITURES IN THE FORTHCOMING FISCAL YEAR ON A
QUARTERLY BASIS;
(I)
INTENTIONALLY OMITTED;
(J)
PROMPTLY UPON RECEIPT THEREOF, COPIES OF
ANY MATERIAL REPORTS SUBMITTED BY THE BORROWER'S CERTIFIED PUBLIC ACCOUNTANTS IN
CONNECTION WITH EACH ANNUAL, INTERIM OR SPECIAL AUDIT OR REVIEW OF ANY TYPE OF
THE FINANCIAL STATEMENTS OR INTERNAL CONTROL SYSTEMS OF THE BORROWER MADE BY
SUCH ACCOUNTANTS, INCLUDING ANY COMMENT LETTERS SUBMITTED BY SUCH ACCOUNTANTS TO
MANAGEMENT OF THE BORROWER IN CONNECTION WITH THEIR SERVICES;
(K)
(I) ONCE DURING THE TERM OF THIS AGREEMENT
AT THE DISCRETION OF AGENT AT ANY TIME NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE
OCCURRED AND BE CONTINUING, (II) FROM TIME TO TIME, IF THE AGENT REASONABLY
DETERMINES THAT OBTAINING APPRAISALS IS NECESSARY IN ORDER FOR THE AGENT OR ANY
LENDER TO COMPLY WITH APPLICABLE LAWS OR REGULATIONS, AND (III) FROM TIME TO
TIME, AND AT ANY TIME IF A DEFAULT OR AN EVENT OF DEFAULT SHALL HAVE OCCURRED
AND BE CONTINUING, THE AGENT MAY, OR MAY REQUIRE THE BORROWER TO, IN EITHER CASE
AT THE BORROWER'S EXPENSE, OBTAIN APPRAISALS IN FORM AND SUBSTANCE AND FROM
APPRAISERS REASONABLY SATISFACTORY TO THE AGENT STATING THE THEN CURRENT FAIR
MARKET VALUE OF ALL OR ANY PORTION OF THE REAL OR PERSONAL PROPERTY OF THE
BORROWER AND ANY OF ITS SUBSIDIARIES; AND
(L)
PROMPTLY, SUCH ADDITIONAL BUSINESS,
FINANCIAL, CORPORATE AFFAIRS, PERFECTION CERTIFICATES AND OTHER INFORMATION AS
THE AGENT MAY FROM TIME TO TIME REASONABLY REQUEST.
29
4.3
NOTICES.
THE BORROWER SHALL NOTIFY PROMPTLY
THE AGENT AND EACH LENDER OF EACH OF