therein) subject, in the case of interim financial
statements, to normal year-end adjustments.
7.2
Certificates; Other Information.
Furnish to the Administrative
Agent (for distribution to the Lenders, including, without limitation, if
requested by a Lender, through posting on Intralinks or other web site in use to
distribute information to the Lenders):
(A)
CONCURRENTLY WITH THE DELIVERY OF THE FINANCIAL STATEMENTS
REFERRED TO IN SECTIONS 7.1(A) AND 7.1(B), A CERTIFICATE OF A RESPONSIBLE PERSON
OF THE PARENT BORROWER SUBSTANTIALLY IN
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THE FORM OF EXHIBIT L (SUCH A CERTIFICATE, A "COMPLIANCE CERTIFICATE")
(A) STATING THAT TO THE BEST OF SUCH PERSON'S KNOWLEDGE EACH LOAN PARTY DURING
SUCH PERIOD HAS OBSERVED OR PERFORMED ALL OF ITS COVENANTS AND OTHER AGREEMENTS
AND SATISFIED EVERY CONDITION CONTAINED IN THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS TO BE OBSERVED, PERFORMED OR SATISFIED BY IT, IN EACH CASE SUBJECT TO
THE QUALIFICATIONS, EXCEPTIONS, CAPS, THRESHOLDS, GRACE, NOTICE AND CURE
PERIODS, WAIVERS AND CONSENTS CONTAINED THEREIN OR PREVIOUSLY GRANTED WITH
RESPECT THERETO, AND THAT SUCH RESPONSIBLE PERSON HAS OBTAINED NO KNOWLEDGE OF
ANY DEFAULT OR EVENT OF DEFAULT, IN EACH CASE EXCEPT AS SPECIFIED IN SUCH
CERTIFICATE AND (B) SHOWING IN DETAIL THE CALCULATIONS SUPPORTING SUCH PERSON'S
CERTIFICATION OF THE LOAN PARTIES' COMPLIANCE WITH THE REQUIREMENTS OF
SECTIONS 8.1(A), (B) AND (C); PROVIDED THAT, THE LOAN PARTIES MAY, CONCURRENTLY
WITH THE DELIVERY OF A COMPLIANCE CERTIFICATE PURSUANT TO THIS SECTION 7.2(A),
FURNISH TO THE COLLATERAL AGENT AN UPDATED SCHEDULE A TO THE SECURITY AGREEMENT
REFLECTING CHANGES TO SCHEDULE A TO THE EXTENT SUCH CHANGES ARE PERMITTED UNDER
THIS AGREEMENT OR UNDER THE OTHER LOAN DOCUMENTS, AND AN UPDATED SCHEDULE D TO
THE SECURITY AGREEMENT REFLECTING CHANGES TO SCHEDULE D TO THE EXTENT SUCH
CHANGES ARE PERMITTED UNDER THIS AGREEMENT OR UNDER THE OTHER LOAN DOCUMENTS;
(B)
CONCURRENTLY WITH THE DELIVERY OF THE FINANCIAL STATEMENTS
REFERRED TO IN SECTION 7.1(B), A WRITTEN BRIEFING ON ANY MATERIAL OVERDUE
ACCOUNT RECEIVABLES OR ANY OTHER IMPAIRMENT IN THE VALUE OF THE ASSETS OF THE
LOAN PARTIES;
(C)
WITHIN SEVEN (7) BUSINESS DAYS AFTER THE 15TH DAY OF EACH MONTH
AND THE FINAL DAY OF EACH MONTH, (I) A CONSOLIDATED AND CONSOLIDATING BORROWING
BASE REPORT FOR THE LOAN PARTIES; PROVIDED THAT, FOR ANY BORROWING BASE REPORT
DELIVERED DURING THE PERIOD FROM THE CLOSING DATE TO THE DATE SIXTY (60) DAYS
FOLLOWING THE CLOSING DATE, NO CONSOLIDATING BORROWING BASE REPORT SHALL BE
REQUIRED FOR THE LOAN PARTIES, (II) A COPY OF THE LOAN PARTIES' TRADING BOOK AND
TRADING POSITION REPORTS DETAILING TRADES CONDUCTED DURING THE PREVIOUS PERIOD,
WHICH WILL SET FORTH INFORMATION SUFFICIENT TO CONFIRM COMPLIANCE WITH THE
POSITIONS LIMITS OF THE RISK MANAGEMENT POLICY (INCLUDING, WITHOUT LIMITATION,
POSITIONS FOR ALL CURRENT AND FUTURE TIME PERIODS AND INCLUDING ALL INSTRUMENTS
CREATING EITHER AN OBLIGATION TO PURCHASE OR TO SELL ELIGIBLE COMMODITIES OR
OTHERWISE GENERATING PRICE EXPOSURE), WHICH SHALL SET FORTH IN REASONABLE DETAIL
THE INFORMATION NECESSARY TO CALCULATE COMPLIANCE WITH THE MAXIMUM POSITION
LIMITS IN FORM REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT,