GAAP, SUBJECT ONLY TO NORMAL
YEAR-END AUDIT ADJUSTMENTS AND THE ABSENCE OF FOOTNOTES;
(C)
AS SOON AS AVAILABLE, BUT IN ANY EVENT WITHIN 30 DAYS AFTER THE
END OF EACH OF THE FIRST 11 MONTHS OF EACH FISCAL YEAR OF BORROWER (COMMENCING
WITH THE FISCAL MONTH ENDED JUNE 30, 2009), A CONSOLIDATED AND CONSOLIDATING
BALANCE SHEET OF BORROWER AND ITS SUBSIDIARIES AS OF THE END OF SUCH MONTH, AND
THE RELATED CONSOLIDATED AND CONSOLIDATING STATEMENTS OF INCOME OR OPERATIONS,
SHAREHOLDERS' EQUITY AND CASH FLOWS FOR SUCH MONTH AND FOR THE PORTION OF
BORROWER'S FISCAL YEAR THEN ENDED SETTING FORTH IN EACH CASE IN COMPARATIVE FORM
THE FIGURES (I) FOR THE CORRESPONDING MONTH OF THE PREVIOUS FISCAL YEAR AND THE
CORRESPONDING PORTION OF THE PREVIOUS FISCAL YEAR AND (II) THE CORRESPONDING
MONTH AND CORRESPONDING PORTION OF THE FISCAL YEAR SET FORTH IN THE ANNUAL
BUSINESS PLAN AND BUDGET DELIVERED FOR SUCH FISCAL YEAR, ALL IN REASONABLE
DETAIL, DULY CERTIFIED BY THE CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER,
TREASURER OR CONTROLLER OF BORROWER;
69
(D)
AS SOON AS AVAILABLE, BUT IN ANY EVENT AT LEAST 10 DAYS BEFORE THE
BEGINNING OF EACH FISCAL YEAR OF BORROWER, COMMENCING ON AND AFTER SEPTEMBER 30,
2010, AN ANNUAL BUDGET OF BORROWER AND ITS SUBSIDIARIES ON A CONSOLIDATED AND
CONSOLIDATING BASIS, INCLUDING A FINANCIAL (CASH FLOW) BUDGET (I.E., A SCHEDULE
OF ANTICIPATED REVENUE AND EXPENDITURES) PREPARED ON A MONTHLY BASIS FOR THE
IMMEDIATELY FOLLOWING FISCAL YEAR; AND
(E)
BY THE 15TH DAY OF EACH MONTH, A BORROWING BASE CERTIFICATE
PREPARED AS OF THE CLOSE OF BUSINESS OF THE PREVIOUS MONTH, AND AT SUCH OTHER
TIMES AS THE ADMINISTRATIVE AGENT MAY REQUEST.
THE ADMINISTRATIVE AGENT MAY
FROM TIME TO TIME REVIEW AND, WITH WRITTEN NOTICE TO BORROWER, ADJUST ANY
CALCULATION IN A BORROWING BASE CERTIFICATE TO THE EXTENT THE CALCULATION IS NOT
MADE IN ACCORDANCE WITH THIS AGREEMENT OR DOES NOT ACCURATELY REFLECT THE L/C
RESERVE.
All consolidated financial information required to be delivered by Borrower
pursuant to this Section 6.01 shall be provided in the following two forms:
(a) consolidated information of Borrower and its Subsidiaries and (b) commencing
with the fiscal quarter ending June 30, 2009, consolidated information of
Borrower, its Subsidiaries and Brotman.
SECTION 6.02
CERTIFICATES; OTHER INFORMATION.
DELIVER TO THE
ADMINISTRATIVE AGENT AND EACH LENDER (EXCEPT THAT THE ITEMS DESCRIBED IN
CLAUSES (E), (F), (J), (L), (M), AND (N) OF THIS SECTION 6.02 SHALL BE DELIVERED
ONLY UPON THE REQUEST OF THE ADMINISTRATIVE AGENT OR ANY LENDER), IN FORM AND
DETAIL SATISFACTORY TO THE ADMINISTRATIVE AGENT AND THE REQUIRED LENDERS:
(A)
CONCURRENTLY WITH THE DELIVERY OF THE FINANCIAL STATEMENTS
REFERRED TO IN SECTION 6.01(A) (COMMENCING WITH THE DELIVERY OF THE FINANCIAL
STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2009), A CERTIFICATE OF ITS
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS CERTIFYING SUCH FINANCIAL STATEMENTS
AND STATING THAT IN MAKING THE EXAMINATION NECESSARY THEREFORE NO KNOWLEDGE WAS
OBTAINED OF ANY DEFAULT UNDER THE FINANCIAL COVENANTS SET FORTH IN SECTION 7.11
OR, IF ANY SUCH DEFAULT