BORROWERS OR THE GUARANTORS
THAT IS CONTAINED OR REFERRED TO IN THIS SECTION AND IN THE SCHEDULES TO THIS
CREDIT AGREEMENT, AND IN THE CERTIFICATES AND OPINIONS FURNISHED TO THE
ADMINISTRATIVE AGENT OR THE LENDERS BY OR ON BEHALF OF THE BORROWERS AND THE
GUARANTORS IN CONNECTION WITH THIS CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT,
IS TRUE, ACCURATE AND COMPLETE IN ALL MATERIAL RESPECTS, AND OMITS NO MATERIAL
FACT NECESSARY TO MAKE THE SAME, IN LIGHT OF THE CIRCUMSTANCES WHEN MADE, NOT
MISLEADING.
9.
AFFIRMATIVE COVENANTS
For so long as this Credit Agreement is in effect, and until such time as all of
the Obligations have been indefeasibly fully paid and performed, unless the
Creditor Parties shall otherwise consent in the manner provided for in
Section 23, the Borrowers and the Guarantors shall comply, jointly and
severally, and shall cause all of their Subsidiaries to comply, with the
following covenants:
9.1
PUNCTUAL PAYMENT.
THE BORROWERS WILL DULY AND PUNCTUALLY PAY OR
CAUSE TO BE PAID THE PRINCIPAL AND INTEREST ON THE LOANS AND ALL INTEREST, FEES
AND OTHER OBLIGATIONS PROVIDED FOR IN THIS CREDIT AGREEMENT OR ANY OTHER LOAN
DOCUMENT, ALL IN ACCORDANCE WITH THE TERMS OF THIS CREDIT AGREEMENT AND THE
OTHER LOAN DOCUMENTS.
9.2
MAINTENANCE OF LOCATION AND OFFICE.
EACH BORROWER AND EACH
GUARANTOR WILL MAINTAIN (I) ITS JURISDICTION OF FORMATION IN DELAWARE, AND ITS
CHIEF EXECUTIVE OFFICE IN NEW YORK, NEW YORK, OR AT SUCH OTHER JURISDICTION OR
PLACE IN THE UNITED STATES AS SUCH BORROWER OR GUARANTOR SHALL DESIGNATE BY NOT
LESS THAN THIRTY (30) DAYS PRIOR WRITTEN NOTICE TO THE ADMINISTRATIVE AGENT.
60
9.3
ORGANIZATIONAL NUMBER.
NEITHER BORROWER, NOR ANY GUARANTOR OR PLEDGED
ENTITY, WILL CHANGE ITS ORGANIZATIONAL NUMBER OR TAXPAYER IDENTIFICATION NUMBER,
EXCEPT UPON THIRTY (30) DAYS PRIOR WRITTEN NOTICE TO THE ADMINISTRATIVE AGENT.
9.4
RECORDS AND ACCOUNTS.
EACH BORROWER AND EACH GUARANTOR WILL KEEP, AND
CAUSE EACH OF THEIR RESPECTIVE SUBSIDIARIES TO KEEP, TRUE AND ACCURATE RECORDS
AND BOOKS OF ACCOUNT IN WHICH FULL, TRUE AND CORRECT ENTRIES WILL BE MADE IN
ACCORDANCE WITH GAAP.
9.5
DELIVERY OF FINANCIAL STATEMENTS AND NOTICES.
9.5.1
FINANCIAL STATEMENTS, REPORTS, ETC.
EACH BORROWER, EIT, CMC AND
CENTERLINE INVESTORS WILL FURNISH TO THE ADMINISTRATIVE AGENT (EITHER PHYSICALLY
OR THROUGH ELECTRONIC DELIVERY REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE
AGENT, WHICH SHALL PROMPTLY FURNISH TO EACH LENDER):
(A)
WITHIN NINETY (90) DAYS AFTER THE END OF EACH FISCAL YEAR WITH
RESPECT TO CHC, AND WITHIN ONE HUNDRED FIVE (105) DAYS AFTER THE END OF EACH
FISCAL YEAR WITH RESPECT TO EACH OTHER SUCH PERSON, ITS CONSOLIDATED BALANCE
SHEET, INCOME STATEMENT, STATEMENT OF EQUITY AND CASH FLOW STATEMENT, AND, WITH
RESPECT TO CCG AND CENTERLINE INVESTORS, CONSOLIDATING BALANCE SHEET AND RELATED
STATEMENT OF INCOME SHOWING THE FINANCIAL CONDITION OF SUCH PERSON AND ITS
CONSOLIDATED SUBSIDIARIES AS OF THE CLOSE OF SUCH FISCAL YEAR AND THE RESULTS OF
ITS OPERATIONS AND THE OPERATIONS OF SUCH SUBSIDIARIES DURING SUCH YEAR,
TOGETHER WITH COMPARATIVE FIGURES FOR THE IMMEDIATELY PRECEDING FISCAL YEAR.
SUCH BALANCE