THE CORRESPONDING PORTION OF THE
PREVIOUS FISCAL YEAR, ALL IN REASONABLE DETAIL AND CERTIFIED BY ONE OF THE CHIEF
EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER, TREASURER OR CONTROLLER OF THE
BORROWER AS FAIRLY PRESENTING THE FINANCIAL CONDITION, RESULTS OF OPERATIONS,
SHAREHOLDERS' EQUITY AND CASH FLOWS OF THE BORROWER AND ITS RESTRICTED
SUBSIDIARIES IN ACCORDANCE WITH GAAP, SUBJECT ONLY TO NORMAL YEAR-END AUDIT
ADJUSTMENTS AND THE ABSENCE OF FOOTNOTES.
As to any information contained in materials furnished pursuant to
Section 6.02(e), the Borrower shall not be separately required to furnish such
information under clause (a) or (b) above, but the foregoing shall not be in
derogation of the obligation of the Borrower to furnish the information and
materials described in subsections (a) and (b) above at the times specified
therein.
6.02
CERTIFICATES; OTHER INFORMATION. DELIVER TO THE
ADMINISTRATIVE AGENT AND EACH LENDER, IN FORM AND DETAIL SATISFACTORY TO THE
ADMINISTRATIVE AGENT AND THE REQUIRED LENDERS:
66
(A)
CONCURRENTLY WITH THE DELIVERY OF THE
FINANCIAL STATEMENTS REFERRED TO IN SECTION 6.01(A), A CERTIFICATE OF ITS
AUDITORS CERTIFYING SUCH FINANCIAL STATEMENTS AND STATING THAT IN MAKING THE
EXAMINATION NECESSARY THEREFOR NO KNOWLEDGE WAS OBTAINED OF ANY DEFAULT UNDER
THE FINANCIAL COVENANTS SET FORTH IN SECTION 7.11 OR, IF ANY SUCH DEFAULT SHALL
EXIST, STATING THE NATURE AND STATUS OF SUCH EVENT;
(B)
CONCURRENTLY WITH THE DELIVERY OF THE
FINANCIAL STATEMENTS REFERRED TO IN SECTIONS 6.01(A) AND (B), A DULY COMPLETED
COMPLIANCE CERTIFICATE SIGNED BY A RESPONSIBLE OFFICER OF THE BORROWER;
(C)
AS SOON AS AVAILABLE, AND IN ANY EVENT
WITHIN 25 DAYS AFTER THE LAST DAY OF EACH CALENDAR MONTH OR MORE FREQUENTLY, AS
REQUESTED BY THE ADMINISTRATIVE AGENT, A BORROWING BASE CERTIFICATE SHOWING THE
COMPUTATION OF THE BORROWING BASE IN REASONABLE DETAIL AS OF THE CLOSE OF
BUSINESS ON THE LAST DAY OF SUCH MONTH, SIGNED BY A RESPONSIBLE OFFICER OF THE
BORROWER;
(D)
PROMPTLY AFTER ANY REQUEST BY THE
ADMINISTRATIVE AGENT, COPIES OF ANY DETAILED AUDIT REPORTS, MANAGEMENT LETTERS
OR RECOMMENDATIONS SUBMITTED TO THE BOARD OF DIRECTORS (OR THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS) OF THE BORROWER BY INDEPENDENT ACCOUNTANTS IN
CONNECTION WITH THE ACCOUNTS OR BOOKS OF THE BORROWER OR ANY RESTRICTED
SUBSIDIARY, OR ANY AUDIT OF ANY OF THEM;
(E)
PROMPTLY AFTER THE SAME ARE AVAILABLE,
COPIES OF EACH ANNUAL REPORT, PROXY OR FINANCIAL STATEMENT OR OTHER REPORT OR
COMMUNICATION SENT TO THE STOCKHOLDERS OF THE BORROWER, AND COPIES OF ALL
ANNUAL, REGULAR, PERIODIC AND SPECIAL REPORTS AND REGISTRATION STATEMENTS WHICH
THE BORROWER MAY FILE OR BE REQUIRED TO FILE WITH THE SEC UNDER SECTION 13 OR
15(D) OF THE SECURITIES EXCHANGE ACT OF 1934, AND NOT OTHERWISE REQUIRED TO BE
DELIVERED TO THE ADMINISTRATIVE AGENT PURSUANT HERETO, INCLUDING WITHOUT
LIMITATION, FORM 10-Q WITHIN 45 DAYS OF EACH FISCAL QUARTER END AND FORM 10-K
WITHIN 90 DAYS OF EACH FISCAL YEAR END;
(F)
AT LEAST 15 DAYS PRIOR TO THE END OF EACH
FISCAL YEAR OF THE BORROWER, AN ANNUAL BUDGET OF THE BORROWER AND ITS RESTRICTED