Print Page  Close Window

SEC Filings

SC 13D
ALLEN PAUL G filed this Form SC 13D on 11/22/1999
Entire Document
 
<PAGE>   38

All such financial statements and forms shall be complete and correct in all
material respects and shall be prepared in reasonable detail and, where
applicable, in accordance with GAAP applied consistently throughout the periods
reflected therein (except as may be approved by a Responsible Representative and
disclosed therein).

         SECTION 5.2 Certificates; Other Information. The Borrower or the
Guarantor, as applicable, shall furnish to each Lender (through the
Administrative Agent):

                  (a) concurrently with the delivery of the financial statements
         referred to in Sections 5.1(a) and (b), a certificate of a Responsible
         Representative of the relevant Loan Party stating that such Responsible
         Representative has obtained no knowledge of any Default or Event of
         Default except as specified in such certificate;

                  (b) within 45 days after the end of each calendar quarter, a
         certificate of a Responsible Representative of the Guarantor with
         respect to compliance with Section 5.7 as of the last day of such
         period, substantially in the form of Exhibit D;

                  (c) promptly, and in any event within five Business Days of
         execution and delivery, copies of all material agreements entered into
         by the Borrower, the Guarantor, or any of their Affiliates, in
         connection with the purchase, exchange or conversion of any Investment;
         and

                  (d) promptly, such additional financial and other information
         as any Lender may from time to time reasonably request.

         SECTION 5.3 Payment of Taxes; Obligations. Each Loan Party shall pay
and discharge all material taxes, assessments and governmental charges or levies
imposed upon such Loan Party or upon such Loan Party's income or profits, or
upon any properties or assets belonging to such Loan Party, prior to the date on
which material penalties attach thereto, and all lawful material claims which,
if unpaid, would reasonably be expected to become a Lien or charge upon any of
such Loan Party's property, and shall discharge or otherwise satisfy, at or
before maturity or before they become delinquent, as the case may be, all of
such Loan Party's other obligations of whatever nature, except, in each case,
where (a) the amount or validity thereof is currently being contested in good
faith by appropriate proceedings and, in the case of the Borrower only, reserves
in conformity with GAAP with respect thereto have been provided on the
Borrower's books, or (b) the failure to do so could not reasonably be expected
to have a Material Adverse Effect.

         SECTION 5.4 Conduct of Business and Maintenance of Existence. The
Borrower shall preserve, renew and keep in full force and effect its existence
and take all reasonable action to maintain all rights, privileges, licenses and
franchises necessary or desirable in the normal conduct of its business.

         SECTION 5.5 Compliance with Contractual Obligations and Laws. Each Loan
Party shall comply with all Contractual Obligations and Requirements of Law
except to the extent that


                                      -33-