EACH CASE REQUEST AS REASONABLY CALCULATED BY
LENDERS TO ENABLE THEM TO CONFIRM AND PROVE ELEMENTS OF THE FINANCIAL
STATEMENTS.
BORROWER SHALL KEEP AND MAINTAIN ITS BOOKS AND RECORDS IN
ACCORDANCE WITH GAAP, CONSISTENTLY APPLIED.
(B)
CONCURRENTLY WITH ANY DELIVERY OF FINANCIAL STATEMENTS UNDER
CLAUSE (A)(I) ABOVE, BORROWER SHALL DELIVER TO LENDERS A CERTIFICATE OF A
FINANCIAL OFFICER OF K-SEA (I) CERTIFYING AS TO WHETHER A DEFAULT HAS OCCURRED
SINCE THE DELIVERY OF THE PREVIOUS SUCH CERTIFICATE OR TO THE DATE HEREOF AND,
IF SUCH A DEFAULT HAS OCCURRED, SPECIFYING THE DETAILS THEREOF AND ANY ACTION
TAKEN OR PROPOSED TO BE TAKEN WITH RESPECT THERETO, (II) SETTING FORTH
REASONABLY DETAILED CALCULATIONS DEMONSTRATING COMPLIANCE WITH SECTIONS 7.01,
7.02, 7.03 AND 7.04 HEREOF (WHICH CALCULATIONS WITH RESPECT TO SECTION 7.04
SHALL BE BASED ON THE THEN MOST RECENT APPRAISALS OF THE POOL VESSELS AND THE
AGGREGATE REVOLVING CREDIT EXPOSURE OF ALL LENDERS AS OF THE LAST DAY OF THE
FISCAL QUARTER COVERED BY SUCH FINANCIAL STATEMENTS) AND (III) STATING WHETHER
ANY CHANGE IN GAAP OR IN THE APPLICATION THEREOF HAS OCCURRED SINCE THE DATE OF
THE AUDITED FINANCIAL STATEMENTS REFERRED TO IN SECTION 4.04 OR SECTION 6.01
HEREOF, AS APPLICABLE, HAS MATERIALLY AND ADVERSELY EFFECTED THE FINANCIAL
STATEMENTS ACCOMPANYING SUCH CERTIFICATE AND, IF SO, THE ESTIMATED DOLLAR AMOUNT
THEREOF.
(C)
PROMPTLY AFTER THE SAME BECOME PUBLICLY AVAILABLE, BORROWER SHALL
MAKE AVAILABLE (WHICH SHALL INCLUDE THROUGH ELECTRONIC AVAILABILITY BY FILING
WITH THE SECURITIES AND EXCHANGE COMMISSION) TO THE ADMINISTRATIVE AGENT AND THE
LENDERS COPIES OF ALL FINANCIAL STATEMENTS REQUIRED TO BE PREPARED AND DELIVERED
IN ACCORDANCE WITH SECTION 6.01(A) AND OTHER PERIODIC AND OTHER REPORTS, PROXY
STATEMENTS AND OTHER MATERIALS FILED BY BORROWER OR ANY SUBSIDIARY WITH THE
SECURITIES AND EXCHANGE COMMISSION, OR ANY GOVERNMENTAL AUTHORITY SUCCEEDING TO
ANY OR ALL OF THE FUNCTIONS OF SAID COMMISSION, OR WITH ANY NATIONAL SECURITIES
EXCHANGE, AS THE CASE MAY BE; AND
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(D)
PROMPTLY FOLLOWING ANY REQUEST THEREFOR, BORROWER SHALL DELIVER TO
THE ADMINISTRATIVE AGENT AND THE LENDERS SUCH OTHER INFORMATION REGARDING THE
OPERATIONS, BUSINESS AFFAIRS AND FINANCIAL CONDITION OF K-SEA OR ANY SUBSIDIARY,
OR COMPLIANCE WITH THE TERMS OF THIS AGREEMENT, AS THE ADMINISTRATIVE AGENT OR
ANY LENDER MAY REASONABLY REQUEST.
SECTION 6.02
POOL VESSEL APPRAISALS.
The Administrative Agent may conduct, and Borrower shall cooperate in the
conduct of, a visual Appraisal of any or all of the Pool Vessels at Borrower's
expense, over every twelve (12) month period of this Agreement in the absence of
an Event of Default and at any time during the continuance of an Event of
Default.
The first twelve-month period will begin on the Effective Date;
provided that Borrower will allow access to any Appraiser selected by the
Administrative Agent to attend and appraise any Pool Vessel in drydock at any
time on reasonable notice.
Each fiscal year, Borrower shall provide the
Administrative Agent with a drydock schedule and location of drydock.
As soon
as available after each Anniversary Date, Borrower shall provide the
Administrative Agent with