AGAINST, AS REFLECTED IN THE FINANCIAL STATEMENTS PREVIOUSLY DELIVERED TO THE
ADMINISTRATIVE AGENT AND THE LENDERS PURSUANT TO ARTICLE 10.
(F)
CERTIFICATION.
EACH OF THE SCHEDULES DELIVERED TO THE
ADMINISTRATIVE AGENT PURSUANT TO THIS SECTION 8.14 SHALL BE CERTIFIED BY THE
CHIEF FINANCIAL OFFICER TO BE TRUE, CORRECT AND COMPLETE AS OF THE DATE
INDICATED THEREON.
(G)
OTHER INFORMATION.
THE ADMINISTRATIVE AGENT MAY IN ITS DISCRETION
FROM TIME TO TIME, REQUIRE THE BORROWER TO DELIVER THE SCHEDULES DESCRIBED IN
SECTION 8.14(A), (B) AND (C), MORE OR LESS OFTEN AND ON DIFFERENT SCHEDULES THAN
SPECIFIED IN SUCH SECTION, AND THE BORROWERS WILL COMPLY WITH SUCH REQUESTS.
THE BORROWER SHALL ALSO FURNISH TO THE ADMINISTRATIVE AGENT SUCH OTHER
INFORMATION WITH RESPECT TO THE COLLATERAL AS THE ADMINISTRATIVE AGENT MAY FROM
TIME TO TIME REASONABLY REQUEST.
SECTION 8.15
POWER OF ATTORNEY.
THE BORROWER HEREBY APPOINTS THE
ADMINISTRATIVE AGENT AS ITS ATTORNEY, WITH POWER
(A)
TO ENDORSE THE NAME OF THE BORROWER ON ANY CHECKS, NOTES,
ACCEPTANCES, MONEY ORDERS, DRAFTS OR OTHER FORMS OF PAYMENT OR SECURITY THAT MAY
COME INTO THE ADMINISTRATIVE AGENT'S POSSESSION, INCLUDING ON ANY DRAFTS RELATED
TO LETTERS OF CREDIT SUPPORTING THE OBLIGATIONS OF ACCOUNT DEBTORS, AND TO SIGN
THE NAME OF THE BORROWER ON NOTICES OF ASSIGNMENT, FINANCING STATEMENTS AND
OTHER PUBLIC RECORDS RELATING TO THE PERFECTION OR PRIORITY OF THE SECURITY
INTEREST OR VERIFICATIONS OF ACCOUNT, AND
(B)
FROM AND AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT (WHICH HAS
NOT BEEN CURED OR WAIVED, AS EVIDENCED BY A WRITTEN ACKNOWLEDGMENT THEREOF BY
THE ADMINISTRATIVE AGENT), TO SIGN THE NAME OF THE BORROWER ON ANY INVOICE OR
BILL OF LADING RELATING TO ANY RECEIVABLES, INVENTORY OR OTHER COLLATERAL, ON
SCHEDULES AND ASSIGNMENTS OF RECEIVABLES FURNISHED TO THE ADMINISTRATIVE AGENT
BY THE BORROWER, AND ON NOTICES TO OR FROM CUSTOMERS.
74
ARTICLE 9
AFFIRMATIVE COVENANTS
Until the Revolving Credit Facility has been terminated and all the Secured
Obligations have been indefeasibly paid in full, unless the Lenders shall
otherwise consent in the manner provided for in Section 15.10, the Borrower will
and, as appropriate, will cause each of its Subsidiaries to:
SECTION 9.1
PUNCTUAL PAYMENTS.
PAY WHEN DUE (I) INTEREST,
PRINCIPAL, AND PREMIUM, IF ANY, ON THE LOANS AT THE TIMES AND PLACE AND IN THE
MANNER SPECIFIED HEREIN AND (II) ANY FEES AND OTHER SECURED OBLIGATIONS AT THE
TIMES AND PLACE AND IN THE MANNER SPECIFIED WITH RESPECT THERETO.
SECTION 9.2
PRESERVATION OF CORPORATE EXISTENCE AND SIMILAR
MATTERS.
PRESERVE AND MAINTAIN ITS CORPORATE EXISTENCE, RIGHTS, FRANCHISES,
LICENSES AND PRIVILEGES IN THE JURISDICTION OF ITS INCORPORATION AND QUALIFY AND
REMAIN QUALIFIED AS A FOREIGN CORPORATION AND AUTHORIZED TO DO BUSINESS IN EACH
JURISDICTION IN WHICH THE CHARACTER OF ITS PROPERTIES OR THE NATURE OF ITS
BUSINESS REQUIRES SUCH QUALIFICATION OR AUTHORIZATION, EXCEPT WHERE THE FAILURE
TO MAINTAIN SUCH CORPORATE EXISTENCE, QUALIFICATION OR AUTHORIZATION WOULD NOT,
EITHER SINGLY OR IN THE AGGREGATE, HAVE A MATERIALLY ADVERSE EFFECT, EXCEPT THAT
THE EXISTENCE OF ANY SUCH SUBSIDIARY MAY BE TERMINATED (BY