RESPONSIBLE OFFICER HAS OBTAINED NO KNOWLEDGE OF ANY DEFAULT OR
EVENT OF DEFAULT, EXCEPT, IN EACH CASE, AS SPECIFIED IN SUCH CERTIFICATE, AND
(II) WHEN TESTED SETTING FORTH THE CALCULATIONS REQUIRED TO DETERMINE
(A) COMPLIANCE WITH THE COVENANT SET FORTH IN SUBSECTION 8.1 (IN THE CASE OF A
CERTIFICATE FURNISHED WITH THE FINANCIAL STATEMENTS REFERRED TO IN SUBSECTIONS
7.1(C) AND (D)) AND (B) COMPLIANCE WITH THE COVENANT SET FORTH IN SUBSECTION 8.8
(IN THE CASE OF A CERTIFICATE FURNISHED WITH THE FINANCIAL STATEMENTS REFERRED
TO IN SUBSECTION 7.1(C));
62
(C)
PROMPTLY, SUCH ADDITIONAL FINANCIAL AND OTHER INFORMATION AS ANY LENDER
MAY FROM TIME TO TIME REASONABLY REQUEST;
(D)
NOT LATER THAN 30 DAYS AFTER THE END OF EACH FISCAL MONTH WHICH IS NOT
ALSO AT THE END OF A FISCAL QUARTER, THE UNAUDITED CONSOLIDATED BALANCE SHEET
AND THE UNAUDITED CONSOLIDATED STATEMENT OF INCOME AND OF CASH FLOWS OF EACH OF
THE BORROWER AND ITS CONSOLIDATED SUBSIDIARIES AND HOLDING AND ITS CONSOLIDATED
SUBSIDIARIES FOR SUCH FISCAL MONTH, TOGETHER WITH A COMPARISON TO THE BUDGET FOR
THE PERIOD THROUGH THE END OF SUCH MONTH, CERTIFIED BY A RESPONSIBLE OFFICER AS
BEING FAIRLY STATED IN ALL MATERIAL RESPECTS (SUBJECT TO NORMAL MONTH-END,
QUARTER-END AND YEAR-END AUDIT ADJUSTMENTS AND THE ABSENCE OF FOOTNOTES); AND
(E)
AS SOON AS AVAILABLE, BUT IN ANY EVENT BY THE WEDNESDAY OF EACH WEEK, A
FORECAST FOR THE SUCCEEDING 13-WEEK PERIOD OF THE PROJECTED CONSOLIDATED CASH
FLOWS OF THE LOAN PARTIES, TAKEN AS A WHOLE; AND
(F)
TO THE ADMINISTRATIVE AGENT AND COUNSEL TO THE ADMINISTRATIVE AGENT, AT
LEAST ONE DAY PRIOR TO SUCH FILING OR DISTRIBUTION, COPIES OF ALL PLEADINGS,
MOTIONS, APPLICATIONS, JUDICIAL INFORMATION, FINANCIAL INFORMATION AND OTHER
DOCUMENTS TO BE FILED BY OR ON BEHALF OF THE BORROWER OR ANY OF THE GUARANTORS
WITH THE BANKRUPTCY COURT OR THE UNITED STATES TRUSTEE IN THE CASES, OR TO BE
DISTRIBUTED BY OR ON BEHALF OF THE BORROWER OR ANY OF THE GUARANTORS TO ANY
OFFICIAL COMMITTEE APPOINTED IN THE CASES (OTHER THAN (A) PLEADINGS, MOTIONS
APPLICATIONS OR OTHER FILINGS WHICH WOULD REASONABLY EXPECTED TO BE IMMATERIAL
TO THE ADMINISTRATIVE AGENT AND THE LENDERS OR (B) EMERGENCY PLEADINGS, MOTIONS
OR OTHER FILINGS WHERE, DESPITE SUCH DEBTOR'S BEST EFFORTS, SUCH ONE-DAY NOTICE
IS IMPRACTICABLE).
7.3.
PAYMENT OF OBLIGATIONS.
EXCEPT IN ACCORDANCE WITH THE BANKRUPTCY
CODE OR BY AN APPLICABLE ORDER OF THE BANKRUPTCY COURT, PAY, DISCHARGE OR
OTHERWISE SATISFY AT OR BEFORE MATURITY OR BEFORE THEY BECOME DELINQUENT, AS THE
CASE MAY BE, (A) ALL ITS MATERIAL OBLIGATIONS OF WHATEVER NATURE THAT CONSTITUTE
ADMINISTRATIVE EXPENSES UNDER SECTION 503(B) OF THE BANKRUPTCY CODE IN THE
CASES, EXCEPT, SO LONG AS NO MATERIAL PROPERTY (OTHER THAN MONEY FOR SUCH
OBLIGATION AND THE INTEREST OR PENALTY ACCRUING THEREON) OF ANY LOAN PARTY IS IN
DANGER OF BEING LOST OR FORFEITED AS A RESULT THEREOF, NO SUCH OBLIGATION NEED
BE PAID IF THE AMOUNT OR VALIDITY THEREOF IS CURRENTLY BEING CONTESTED IN GOOD
FAITH BY APPROPRIATE PROCEEDINGS AND RESERVES IN CONFORMITY WITH GAAP