- AFFIRMATIVE COVENANTS
The Company covenants and agrees with the Agent and the Lenders that prior to
the termination of this Agreement it will do, cause each of its Subsidiaries to
do, and if necessary cause to be done, each and all of the following:
SECTION 5.1
TAXES, EXISTENCE, REGULATIONS, PROPERTY, ETC.
AT ALL TIMES (A) PAY
WHEN DUE ALL TAXES AND GOVERNMENTAL CHARGES OF EVERY KIND UPON IT OR AGAINST ITS
INCOME, PROFITS OR PROPERTY, UNLESS AND ONLY TO THE EXTENT THAT THE SAME SHALL
BE CONTESTED IN GOOD FAITH AND RESERVES DEEMED ADEQUATE BY THE AGENT HAVE BEEN
ESTABLISHED THEREFOR; (B) DO ALL THINGS NECESSARY TO PRESERVE ITS CORPORATE
EXISTENCE, QUALIFICATIONS, RIGHTS AND FRANCHISES IN ALL STATES WHERE SUCH
QUALIFICATION IS NECESSARY OR DESIRABLE; (C) COMPLY IN ALL MATERIAL RESPECTS
WITH ALL APPLICABLE LEGAL REQUIREMENTS (INCLUDING ALL APPLICABLE REQUIREMENTS OF
ENVIRONMENTAL LAWS) IN RESPECT OF THE CONDUCT OF ITS BUSINESS AND THE OWNERSHIP
OF ITS PROPERTY; AND (D) CAUSE ITS PROPERTY TO BE PROTECTED, MAINTAINED AND KEPT
IN GOOD REPAIR AND MAKE ALL REPLACEMENTS AND ADDITIONS TO ITS PROPERTY AS MAY BE
REASONABLY NECESSARY TO CONDUCT ITS BUSINESS PROPERLY AND EFFICIENTLY.
SECTION 5.2
FINANCIAL STATEMENTS AND INFORMATION.
FURNISH TO THE AGENT AND
EACH LENDER COPIES OF EACH OF THE FOLLOWING:
(A) AS SOON AS AVAILABLE AND IN
ANY EVENT WITHIN NINETY (90) DAYS AFTER THE END OF EACH FISCAL YEAR OF THE
COMPANY, ANNUAL AUDITED FINANCIAL STATEMENTS OF THE COMPANY AND ITS
SUBSIDIARIES, PREPARED ON A CONSOLIDATED BASIS; (B) AS SOON AS AVAILABLE AND IN
ANY EVENT WITHIN FORTY-FIVE (45) DAYS AFTER THE END OF EACH QUARTER (EXCLUDING
THE FOURTH QUARTER) OF EACH FISCAL YEAR OF THE COMPANY, QUARTERLY UNAUDITED
FINANCIAL STATEMENTS OF THE COMPANY AND ITS SUBSIDIARIES, PREPARED ON A
CONSOLIDATED BASIS; (C) CONCURRENTLY WITH THE FINANCIAL STATEMENTS PROVIDED FOR
IN CLAUSES (A) AND (B) HEREOF, AN OFFICER'S CERTIFICATE WHICH SHALL INCLUDE SUCH
SCHEDULES, COMPUTATIONS AND OTHER INFORMATION, IN REASONABLE DETAIL, AS MAY BE
REASONABLY REQUIRED BY THE AGENT OR ANY LENDER TO DEMONSTRATE COMPLIANCE WITH
THE COVENANTS SET FORTH HEREIN OR REFLECTING ANY NON-COMPLIANCE THEREWITH AS OF
THE APPLICABLE DATE, ALL CERTIFIED AS TRUE, CORRECT AND COMPLETE BY A
RESPONSIBLE OFFICER OF THE COMPANY; (D) PROMPTLY UPON THEIR BECOMING AVAILABLE,
ALL FINANCIAL STATEMENTS (OTHER THAN THE ANNUAL AUDITED FINANCIAL STATEMENTS AND
QUARTERLY UNAUDITED FINANCIAL STATEMENTS), REGISTRATION STATEMENTS, REPORTS AND
PROXY STATEMENTS WHICH THE COMPANY OR ANY OF ITS SUBSIDIARIES MAY FILE WITH THE
SECURITIES AND EXCHANGE COMMISSION, AND (E) SUCH OTHER INFORMATION RELATING TO
THE FINANCIAL CONDITION AND AFFAIRS OF THE COMPANY AND ANY OF ITS SUBSIDIARIES
AS FROM TIME TO TIME MAY BE REASONABLY REQUESTED BY THE AGENT OR ANY LENDER.
IN
ADDITION TO THE FINANCIAL INFORMATION AND REPORTS TO BE DELIVERED IN ACCORDANCE
WITH THE PRIOR SENTENCE, IF THE MOST RECENT ANNUAL AUDITED FINANCIAL STATEMENTS
OR QUARTERLY UNAUDITED FINANCIAL STATEMENTS OF
41
THE COMPANY, AS APPLICABLE, DEMONSTRATE THAT THE FINANCIAL CONDITION OF THE
COMPANY AND ITS SUBSIDIARIES, ON A CONSOLIDATED BASIS, HAS BEEN