AND WARRANTIES
As of the Closing Date and any other date on which representations and
warranties are otherwise remade or deemed remade hereunder, (i) each of the
representations and warranties contained in the Related Documents made by any
Credit Party is true and correct in all material respects (except to the extent
already qualified by materiality, in which case it shall have been true and
correct in all respects and shall not have been false or misleading in any
respect taken as a whole and in light of the circumstances under which it was
made or furnished) and (ii) to the knowledge of each Credit Party, each of the
representations and warranties contained in the Related Documents made by
Persons other than a Credit Party, Agent or any Lender is true and correct in
all material respects.
5.19
SURVIVAL
Each Credit Party agrees that the representations and warranties contained in
the Loan Documents are made with the knowledge and intention that Agent and
Lenders are relying and will rely thereon.
All such representations and
warranties will survive the execution and delivery of this Agreement, the
Closing and the funding of the Loan.
16
VI.
AFFIRMATIVE COVENANTS
Each Credit Party, jointly and severally, covenants and agrees that, until the
full performance and satisfaction, and indefeasible payment in full in cash, of
all the Obligations (other than contingent indemnification Obligations to the
extent no claim giving rise thereto has been asserted) and the termination of
the Commitments:
6.1
REPORTING, COLLATERAL AND OTHER INFORMATION
(A)
REPORTING.
THE CREDIT PARTIES SHALL MAINTAIN, AND SHALL CAUSE
EACH OF THEIR SUBSIDIARIES TO MAINTAIN A SYSTEM OF ACCOUNTING ESTABLISHED AND
ADMINISTERED IN ACCORDANCE WITH SOUND BUSINESS PRACTICES TO PERMIT THE
PREPARATION OF FINANCIAL STATEMENTS IN CONFORMITY WITH GAAP (PROVIDED THAT
INTERIM FINANCIAL STATEMENTS SHALL NOT BE REQUIRED TO HAVE FOOTNOTE DISCLOSURE
AND MAY BE SUBJECT TO NORMAL YEAR-END ADJUSTMENTS).
(B)
THE CREDIT PARTIES SHALL FURNISH TO AGENT AND EACH LENDER, AT THE
TIMES, FOR THE PERIODS AND OTHERWISE IN ACCORDANCE WITH THE TERMS OF EXHIBIT C
ATTACHED HERETO, ALL STATEMENTS (FINANCIAL OR OTHERWISE), BUDGETS, PROJECTIONS,
REPORTS, LISTINGS, CALCULATIONS, CERTIFICATES, NOTICES AND OTHER MATERIALS
DESCRIBED ON SUCH EXHIBIT C-1.
(C)
COLLATERAL DELIVERABLES; RELATED ACTIONS.
EACH CREDIT PARTY
SHALL, AND SHALL CAUSE EACH OTHER CREDIT PARTY TO COMPLY WITH EACH OF THE
AGREEMENTS, COVENANTS AND UNDERTAKINGS SET FORTH IN EXHIBIT C-2, APPLICABLE TO
SUCH CREDIT PARTY IN ACCORDANCE WITH THE TERMS THEREOF, AND REPRESENTS AND
WARRANTS TO THE LENDER PARTIES THAT THE REPRESENTATIONS AND WARRANTIES THEREON
CONTAINED ARE TRUE, CORRECT AND COMPLETE IN ALL MATERIAL RESPECTS (EXCEPT TO THE
EXTENT ALREADY QUALIFIED BY MATERIALITY, IN WHICH CASE IT SHALL HAVE BEEN TRUE
AND CORRECT IN ALL RESPECTS) AND SHALL NOT HAVE BEEN FALSE OR MISLEADING IN ANY
RESPECT TAKEN AS A WHOLE AND IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH IT WAS
MADE OR FURNISHED.
6.2
CONDUCT OF BUSINESS; MAINTENANCE OF EXISTENCE AND ASSETS
Each Credit Party shall, and shall cause each of its Subsidiaries to:
(A)
ENGAGE