PROMPTLY UPON RECEIPT THEREOF, BORROWER
REPRESENTATIVE WILL DELIVER COPIES OF ALL SIGNIFICANT REPORTS SUBMITTED BY
BORROWERS' FIRM OF CERTIFIED PUBLIC ACCOUNTANTS IN CONNECTION WITH EACH ANNUAL,
INTERIM OR SPECIAL AUDIT OR REVIEW OF ANY TYPE OF THE FINANCIAL STATEMENTS OR
RELATED INTERNAL CONTROL SYSTEMS OF HOLDINGS OR ITS SUBSIDIARIES MADE BY SUCH
ACCOUNTANTS, INCLUDING ANY COMMENT LETTER SUBMITTED BY SUCH ACCOUNTANTS TO
MANAGEMENT IN CONNECTION WITH THEIR SERVICES.
(E)
BORROWING BASE CERTIFICATE.
AS SOON AS AVAILABLE AND IN ANY EVENT
WITHIN TEN (10) BUSINESS DAYS AFTER THE END OF EACH FISCAL MONTH, AND FROM TIME
TO TIME UPON THE REQUEST OF AGENT, BORROWER REPRESENTATIVE WILL DELIVER A
BORROWING BASE CERTIFICATE (IN SUBSTANTIALLY THE SAME FORM AS EXHIBIT 6.2(E),
THE "BORROWING BASE CERTIFICATE") AS AT THE LAST DAY OF SUCH PERIOD.
(F)
MANAGEMENT REPORT.
TOGETHER WITH EACH DELIVERY OF FINANCIAL
STATEMENTS OF BORROWERS PURSUANT TO SECTIONS 6.2(A) AND (B), BORROWER
REPRESENTATIVE WILL DELIVER A MANAGEMENT REPORT (1) DESCRIBING THE OPERATIONS
AND FINANCIAL CONDITION OF HOLDINGS AND ITS SUBSIDIARIES FOR THE FISCAL MONTH
THEN ENDED AND THE PORTION OF THE CURRENT FISCAL YEAR THEN ELAPSED (OR FOR THE
FISCAL YEAR THEN ENDED IN THE CASE OF YEAR-END FINANCIALS) AND (2) DISCUSSING
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THE REASONS FOR ANY SIGNIFICANT VARIATIONS.
THE INFORMATION ABOVE SHALL BE
PRESENTED IN REASONABLE DETAIL AND SHALL BE CERTIFIED BY THE CHIEF FINANCIAL
OFFICER OF BORROWER REPRESENTATIVE TO THE EFFECT THAT SUCH INFORMATION FAIRLY
PRESENTS THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION OF HOLDINGS AND ITS
SUBSIDIARIES AS AT THE DATES AND FOR THE PERIODS INDICATED.
(G)
FIXED ASSET APPRAISAL.
UPON THE ELECTION OF AGENT, WHICH MAY BE
MADE AT ANY TIME WHILE AND SO LONG AS AN EVENT OF DEFAULT SHALL BE CONTINUING,
AGENT MAY CONDUCT APPRAISALS AND AUDITS AND OBTAIN APPRAISAL REPORTS
(COLLECTIVELY, A "FIXED ASSET APPRAISAL") IN FORM AND SUBSTANCE AND FROM
APPRAISERS REASONABLY SATISFACTORY TO AGENT (WHICH MAY BE, OR BE AFFILIATED
WITH, A LENDER) WITH RESPECT TO THE FIXED ASSETS OF THE BORROWER AND THE OTHER
CREDIT PARTIES, 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 BASED UPON A REVIEW BY SUCH APPRAISER;
PROVIDED, THAT SO LONG AS NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING, (I) AGENT SHALL BE LIMITED TO ONE (1) FIXED ASSET APPRAISAL PER YEAR
AND (II) BORROWERS' OBLIGATION TO REIMBURSE OUT-OF-POCKET EXPENSES IN RESPECT OF
ANY SUCH FIXED ASSET APPRAISAL SHALL NOT EXCEED $125,000.
(H)
FINANCIAL PROJECTIONS.
AS SOON AS AVAILABLE AND IN ANY EVENT NO
LATER THAN THIRTY (30) DAYS FOLLOWING THE LAST DAY OF EACH OF BORROWERS' FISCAL
YEARS, BORROWER REPRESENTATIVE WILL DELIVER FINANCIAL PROJECTIONS OF HOLDINGS
AND ITS SUBSIDIARIES FOR THE FORTHCOMING THREE (3) FISCAL YEARS, YEAR BY YEAR,
AND FOR THE FORTHCOMING FISCAL YEAR, FISCAL MONTH BY FISCAL MONTH.
(I)
SEC FILINGS AND PRESS RELEASES.
PROMPTLY UPON THEIR BECOMING
AVAILABLE, BORROWER REPRESENTATIVE WILL DELIVER COPIES OF (1) ALL FINANCIAL
STATEMENTS, REPORTS, NOTICES AND