statements shall be complete and correct in all material
respects and shall be prepared in reasonable detail and in accordance with GAAP
applied consistently throughout the periods reflected therein and with prior
periods (except as approved by such accountants or officer, as the case may be,
and disclosed therein).
9.2.
CERTIFICATES; OTHER INFORMATION.
FURNISH TO EACH LENDER AND THE
ADMINISTRATIVE AGENTS:
(A)
CONCURRENTLY WITH THE DELIVERY OF THE FINANCIAL STATEMENTS REFERRED TO IN
SUBSECTION 9.1(A), A CERTIFICATE OF THE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
REPORTING ON SUCH FINANCIAL STATEMENTS STATING THAT IN MAKING THE EXAMINATION
NECESSARY THEREFOR NO KNOWLEDGE WAS OBTAINED OF ANY DEFAULT OR EVENT OF DEFAULT,
EXCEPT AS SPECIFIED IN SUCH CERTIFICATE;
(B)
CONCURRENTLY WITH THE DELIVERY OF THE FINANCIAL STATEMENTS REFERRED TO IN
SUBSECTIONS 9.1(A) AND (B), A CERTIFICATE OF A RESPONSIBLE OFFICER (I) STATING
THAT, TO THE BEST KNOWLEDGE OF SUCH RESPONSIBLE OFFICER, EACH BORROWER 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, AND THAT SUCH OFFICER HAS OBTAINED NO
KNOWLEDGE OF ANY DEFAULT OR EVENT OF DEFAULT EXCEPT AS SPECIFIED IN SUCH
CERTIFICATE AND (II) SETTING FORTH THE COMPUTATIONS USED BY THE
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COMPANY IN DETERMINING (AS OF THE END OF SUCH FISCAL PERIOD) COMPLIANCE WITH THE
COVENANTS CONTAINED IN SUBSECTION 10.1;
(C)
WITHIN FIVE DAYS AFTER THE SAME ARE SENT, COPIES OF ALL FINANCIAL
STATEMENTS AND REPORTS WHICH THE COMPANY SENDS TO ITS STOCKHOLDERS, AND WITHIN
FIVE DAYS AFTER THE SAME ARE FILED, COPIES OF ALL FINANCIAL STATEMENTS AND
REPORTS WHICH THE COMPANY MAY MAKE TO, OR FILE WITH, THE SECURITIES AND EXCHANGE
COMMISSION OR ANY SUCCESSOR OR ANALOGOUS GOVERNMENTAL AUTHORITY;
(D)
PROMPTLY AFTER THE REQUEST BY ANY LENDER, ALL DOCUMENTATION AND OTHER
INFORMATION THAT SUCH LENDER REASONABLY REQUESTS IN ORDER TO COMPLY WITH ITS
ONGOING OBLIGATIONS UNDER APPLICABLE "KNOW YOUR CUSTOMER" AND ANTI-MONEY
LAUNDERING RULES AND REGULATIONS, INCLUDING THE USA PATRIOT ACT; AND
(E)
PROMPTLY, SUCH ADDITIONAL FINANCIAL AND OTHER INFORMATION AS ANY LENDER
MAY FROM TIME TO TIME REASONABLY REQUEST.
9.3.
PAYMENT OF OBLIGATIONS.
PAY, DISCHARGE OR OTHERWISE SATISFY AT OR BEFORE
MATURITY IN ACCORDANCE WITH CUSTOMARY TERMS OR BEFORE THEY BECOME DELINQUENT, AS
THE CASE MAY BE, ALL OF ITS MATERIAL OBLIGATIONS OF WHATEVER NATURE, EXCEPT
WHERE THE AMOUNT OR VALIDITY THEREOF IS CURRENTLY BEING CONTESTED IN GOOD FAITH
BY APPROPRIATE PROCEEDINGS AND RESERVES IN CONFORMITY WITH GAAP WITH RESPECT
THERETO HAVE BEEN PROVIDED ON THE BOOKS OF THE COMPANY OR ITS SUBSIDIARIES, AS
THE CASE MAY BE.
9.4.
CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE.
CONTINUE TO ENGAGE IN
BUSINESS OF THE SAME GENERAL TYPE AS NOW CONDUCTED BY IT AND PRESERVE, RENEW AND
KEEP IN FULL FORCE AND EFFECT ITS CORPORATE EXISTENCE AND TAKE ALL REASONABLE
ACTION TO MAINTAIN ALL RIGHTS, PRIVILEGES AND FRANCHISES NECESSARY OR (IN THE
REASONABLE JUDGMENT OF THE COMPANY) DESIRABLE IN THE NORMAL CONDUCT OF ITS
BUSINESS EXCEPT AS OTHERWISE PERMITTED