OF THE LAST BUSINESS DAY OF
THE IMMEDIATELY PRECEDING PERIOD AS TO THE ACCOUNTS, INVENTORY, PRESCRIPTION
FILES, UNAFFIXED TAX STAMPS, EQUIPMENT, ROLLING STOCK AND REAL PROPERTY DULY
COMPLETED AND EXECUTED BY THE CHIEF FINANCIAL OFFICER, VICE PRESIDENT OF
FINANCE, CORPORATE TREASURER OR CONTROLLER OF PARENT, TOGETHER WITH ALL
SCHEDULES REQUIRED PURSUANT TO THE TERMS OF THE BORROWING BASE CERTIFICATE DULY
COMPLETED (INCLUDING A RECAP OF ALL ACCOUNTS CREATED, COLLECTIONS RECEIVED AND
CREDIT MEMOS ISSUED FOR THE IMMEDIATELY PRECEDING PERIOD);
(II)
THE REPORTS SET FORTH ON SCHEDULE 7.1.
(B)
NOTHING CONTAINED IN ANY BORROWING BASE CERTIFICATE SHALL BE DEEMED TO
LIMIT, IMPAIR OR OTHERWISE AFFECT THE RIGHTS OF ADMINISTRATIVE AGENT CONTAINED
HEREIN AND IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE CALCULATION
OF THE TRANCHE A BORROWING BASE, THE TRANCHE A-1 BORROWING BASE OR THE TRANCHE
A-2 BORROWING BASE AS SET FORTH IN ANY BORROWING BASE CERTIFICATE AND AS
DETERMINED BY ADMINISTRATIVE AGENT IN GOOD FAITH, THE DETERMINATION OF
ADMINISTRATIVE AGENT SHALL GOVERN AND BE CONCLUSIVE AND BINDING UPON BORROWERS
AND GUARANTORS. WITHOUT LIMITING THE FOREGOING, BORROWERS SHALL FURNISH TO
ADMINISTRATIVE AGENT ANY INFORMATION WHICH ADMINISTRATIVE AGENT MAY REASONABLY
REQUEST REGARDING THE DETERMINATION AND CALCULATION OF ANY OF THE AMOUNTS SET
FORTH IN ANY BORROWING BASE CERTIFICATE.
EACH OF THE TRANCHE A BORROWING BASE,
THE TRANCHE A-1 BORROWING BASE OR THE TRANCHE A-2 BORROWING BASE MAY BE ADJUSTED
BASED ON THE INFORMATION SET FORTH IN THE REPORTS RECEIVED BY ADMINISTRATIVE
AGENT UNDER THIS SECTION 7.1.
IF ANY BORROWER'S OR GUARANTOR'S RECORDS OR
REPORTS OF THE COLLATERAL ARE PREPARED OR MAINTAINED BY AN ACCOUNTING SERVICE,
CONTRACTOR, SHIPPER OR OTHER AGENT, SUCH BORROWER AND GUARANTOR HEREBY
IRREVOCABLY AUTHORIZES SUCH SERVICE, CONTRACTOR, SHIPPER OR AGENT TO DELIVER
SUCH RECORDS, REPORTS, AND RELATED DOCUMENTS TO ADMINISTRATIVE AGENT AND TO
FOLLOW ADMINISTRATIVE AGENT'S INSTRUCTIONS WITH RESPECT TO FURTHER SERVICES AT
ANY TIME THAT AN EVENT OF DEFAULT EXISTS OR HAS OCCURRED AND IS CONTINUING.
104
7.2
ACCOUNTS COVENANTS.
(A)
BORROWERS SHALL NOTIFY ADMINISTRATIVE AGENT PROMPTLY OF: (I) ANY
MATERIAL DELAY IN ANY BORROWER'S OR PERFORMANCE OF ANY OF ITS MATERIAL
OBLIGATIONS TO ANY ACCOUNT DEBTOR OR THE ASSERTION OF ANY MATERIAL CLAIMS,
OFFSETS, DEFENSES OR COUNTERCLAIMS BY ANY ACCOUNT DEBTOR, OR ANY MATERIAL
DISPUTES WITH ACCOUNT DEBTORS, OR ANY SETTLEMENT, ADJUSTMENT OR COMPROMISE
THEREOF, (II) ALL MATERIAL ADVERSE INFORMATION KNOWN TO ANY BORROWER OR
GUARANTOR RELATING TO THE FINANCIAL CONDITION OF ANY ACCOUNT DEBTOR REASONABLY
LIKELY TO ADVERSELY IMPACT THE COLLECTABILITY OR ENFORCEABILITY OF AN ACCOUNT,
(III) ANY EVENT OR CIRCUMSTANCE WHICH, TO THE BEST OF ANY BORROWER'S OR
GUARANTOR'S KNOWLEDGE, WOULD CAUSE ADMINISTRATIVE AGENT TO CONSIDER ANY THEN
EXISTING MATERIAL ACCOUNTS AS NO LONGER CONSTITUTING ELIGIBLE ACCOUNTS, (IV) ANY
NOTICE OF A MATERIAL DEFAULT BY ANY BORROWER UNDER ANY OF THE CREDIT CARD
AGREEMENTS OR OF ANY DEFAULT WHICH MIGHT RESULT IN THE CREDIT CARD ISSUER OR
CREDIT CARD PROCESSOR CEASING TO MAKE PAYMENTS OR SUSPENDING PAYMENTS TO ANY
BORROWER, (V) ANY NOTICE FROM ANY CREDIT CARD ISSUER OR CREDIT CARD PROCESSOR