WARRANTIES OF BORROWER AND GUARANTOR UNDER THIS AGREEMENT
(EXCLUDING, HOWEVER, THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTIONS
10(H) AND 10(S) AS TO ANY MATTER WHICH HAS THERETOFORE BEEN DISCLOSED IN WRITING
BY BORROWER TO THE BANKS, BUT AS TO WHICH BORROWER AND GUARANTOR REPRESENT AND
WARRANT AS OF THE DATE OF THE REQUESTED ADVANCE OR ISSUANCE OF LETTER OF CREDIT
THAT THE MATTERS SO DISCLOSED ARE NOT REASONABLY EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT) ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF SUCH DATE,
AS IF THEN MADE (EXCEPT TO THE EXTENT THAT SUCH REPRESENTATIONS AND WARRANTIES
RELATED SOLELY TO AN EARLIER DATE);
-28-
(X)
NO EVENT OF DEFAULT.
NO EVENT OF DEFAULT SHALL HAVE OCCURRED AND
BE CONTINUING NOR SHALL ANY EVENT HAVE OCCURRED OR FAILED TO OCCUR WHICH, WITH
THE PASSAGE OF TIME OR SERVICE OF NOTICE, OR BOTH, WOULD CONSTITUTE AN EVENT OF
DEFAULT;
(XI)
OTHER DOCUMENTS.
THE BANKS SHALL HAVE RECEIVED SUCH OTHER
INSTRUMENTS AND DOCUMENTS INCIDENTAL AND APPROPRIATE TO THE TRANSACTION PROVIDED
FOR HEREIN AS THE BANKS OR ITS COUNSEL MAY REASONABLY REQUEST, AND ALL SUCH
DOCUMENTS SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE BANKS; AND
(XII)
LEGAL MATTERS SATISFACTORY.
ALL LEGAL MATTERS INCIDENT TO THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE SATISFACTORY TO
SPECIAL COUNSEL FOR THE BANKS RETAINED AT THE EXPENSE OF BORROWER.
12.
AFFIRMATIVE COVENANTS.
A DEVIATION FROM THE PROVISIONS OF THIS
SECTION 12 SHALL NOT CONSTITUTE AN EVENT OF DEFAULT UNDER THIS AGREEMENT IF SUCH
DEVIATION IS CONSENTED TO IN WRITING BY MAJORITY BANKS.
WITHOUT THE PRIOR
WRITTEN CONSENT OF MAJORITY BANKS, BORROWER AND GUARANTOR (TO THE EXTENT
APPLICABLE THERETO) WILL AT ALL TIMES COMPLY WITH THE COVENANTS CONTAINED IN
THIS SECTION 12 FROM THE DATE HEREOF AND FOR SO LONG AS ANY INDEBTEDNESS OR
OBLIGATION OF BORROWER UNDER THE LOAN DOCUMENTS IS OUTSTANDING OR ANY PART OF
THE REVOLVING COMMITMENT IS IN EXISTENCE.
(A)
FINANCIAL STATEMENTS AND REPORTS.
BORROWER SHALL PROMPTLY FURNISH
TO THE BANKS FROM TIME TO TIME UPON REQUEST SUCH INFORMATION REGARDING THE
BUSINESS AND AFFAIRS AND FINANCIAL CONDITION OF BORROWER, AS THE BANKS MAY
REASONABLY REQUEST, AND WILL FURNISH TO THE BANKS:
(I)
ANNUAL FINANCIAL STATEMENTS - AS SOON AS AVAILABLE, AND IN ANY
EVENT WITHIN ONE HUNDRED AND TWENTY (120) DAYS AFTER THE CLOSE OF EACH FISCAL
YEAR OF THE WILLIAMS CONSOLIDATED ENTITIES, THE ANNUAL AUDITED FINANCIAL
STATEMENTS OF THE WILLIAMS CONSOLIDATED ENTITIES PREPARED BY AN INDEPENDENT
ACCOUNTING FIRM SATISFACTORY TO MAJORITY BANKS;
(II)
QUARTERLY FINANCIAL STATEMENTS - AS SOON AS AVAILABLE, AND IN ANY
EVENT SIXTY (60) DAYS AFTER THE END OF EACH CALENDAR QUARTER (EXCEPT THE LAST
CALENDAR QUARTER) OF EACH YEAR, THE QUARTERLY UNAUDITED FINANCIAL STATEMENTS OF
THE WILLIAMS CONSOLIDATED ENTITIES;
(III)
RESERVE REPORTS ON OIL AND GAS PROPERTIES - NO LATER THAN
NOVEMBER 1 OF EACH YEAR BEGINNING NOVEMBER 1, 2002 AND AT SUCH OTHER TIMES AS
BANKS SHALL REQUEST, AN INTERNALLY GENERATED ENGINEERING REPORT COVERING RESERVE
AND INCOME PROJECTIONS FOR ALL OIL