COMPANY (EACH A "COMPLIANCE CERTIFICATE")
SHOWING IN DETAIL THE CALCULATIONS DEMONSTRATING COMPLIANCE WITH THE FINANCIAL
COVENANTS SET FORTH IN SECTION 6.1, TOGETHER WITH A CERTIFICATE OF A RESPONSIBLE
OFFICER OF THE COMPANY STATING THAT, TO THE BEST OF HIS OR HER KNOWLEDGE, EACH
OF THE BORROWERS DURING SUCH PERIOD HAS KEPT, OBSERVED, PERFORMED AND FULFILLED
EACH AND EVERY COVENANT AND CONDITION CONTAINED IN THIS AGREEMENT AND IN THE
NOTES AND THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY AND THAT SUCH OFFICER
HAS OBTAINED NO KNOWLEDGE OF ANY DEFAULT OR EVENT OF DEFAULT EXCEPT AS
SPECIFICALLY INDICATED; IF THE COMPLIANCE CERTIFICATE SHALL INDICATE THAT SUCH
OFFICER HAS OBTAINED KNOWLEDGE OF A DEFAULT OR EVENT OF DEFAULT, SUCH COMPLIANCE
CERTIFICATE SHALL STATE WHAT EFFORTS THE BORROWERS ARE MAKING TO CURE SUCH
DEFAULT OR EVENT OF DEFAULT;
(C)
CONCURRENTLY WITH THE DELIVERY OF THE
ANNUAL OR QUARTERLY FINANCIAL STATEMENTS REFERRED TO IN SUBSECTIONS 5.1(A) AND
5.1(B), SUFFICIENT FINANCIAL INFORMATION TO PERMIT THE LENDERS TO CALCULATE
ADJUSTED EBITDA AND MODIFIED EBITDA;
(D)
UPON THE REQUEST OF THE ADMINISTRATIVE
AGENT, WHICH REQUEST SHALL BE AT THE DIRECTION OF THE REQUIRED LENDERS, PROMPTLY
UPON THEIR BECOMING AVAILABLE TO A BORROWER, ANY REPORTS, INCLUDING MANAGEMENT
LETTERS, SUBMITTED TO A BORROWER BY ITS INDEPENDENT ACCOUNTANTS IN CONNECTION
WITH ANY ANNUAL, INTERIM OR SPECIAL AUDIT; AND
(E)
PROMPTLY FOLLOWING THE EXECUTION THEREOF, A
COPY OF ANY ACQUISITION AGREEMENT EXECUTED BY A BORROWER OR SUBSIDIARY THEREOF
IN RESPECT OF A PROPOSED ACQUISITION FOR WHICH THE PROPOSED AGGREGATE
CONSIDERATION PAID (INCLUDING PAYMENTS UNDER ANY NON-COMPETE ARRANGEMENTS AND
ASSUMPTION OF DEBT) IS $40,000,000 OR MORE;
(F)
PROMPTLY, SUCH ADDITIONAL FINANCIAL AND
OTHER INFORMATION AS THE ADMINISTRATIVE AGENT OR ANY LENDER MAY FROM TIME TO
TIME REASONABLY REQUEST.
5.3
Payment of Obligations.
Pay, discharge or
otherwise satisfy at or before maturity or before they become delinquent, as the
case may be, all its obligations of whatever nature (including but not limited
to all taxes, assessments and governmental charges and levies upon them or upon
any of their respective income, profits or property prior to the date on which
penalties attach thereto), except where the amount or validity thereof is
currently being contested
70
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.
5.4
Maintenance of Existence.
Except as
otherwise permitted in Section 6.3, 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 in the normal conduct of its
business; and comply with all Contractual Obligations and Requirements of Law,
except to the extent that failure to comply therewith could not in the aggregate
reasonably be expected to have a Material Adverse Effect.
5.5
Maintenance of Insurance; Property.
(A)
INSURE ITS PROPERTIES AND ASSETS AGAINST
LOSS OR DAMAGE BY FIRE AND SUCH OTHER INSURABLE HAZARDS AS SUCH ASSETS ARE
COMMONLY INSURED