EVENT NO LESS FREQUENTLY THAN ON A MONTHLY BASIS, BORROWER
SHALL DELIVER TO LENDER A BORROWING BASE CERTIFICATE.
(III)
REPORTS RESPECTING SALE OF SBA GUARANTEED NOTES RECEIVABLE.
NO
LATER THAN 2:00 P.M. (CENTRAL TIME) OF THE BUSINESS DAY IMMEDIATELY PRIOR TO ANY
SETTLEMENT DATE, BORROWER SHALL DELIVER TO LENDER A NOTE SALE REPORT IN
SUBSTANTIALLY THE FORM OF EXHIBIT D, ACCOMPANIED BY THE BROKER-DEALER
CONFIRMATION AND THE SECONDARY PARTICIPATION AGREEMENT REFLECTING THE
ANTICIPATED SALE OF THE SUBJECT SBA GUARANTEED NOTE RECEIVABLE AND ALL
INSTRUCTIONS OF BORROWER TO THE PURCHASER OR FTA WITH RESPECT THERETO.
ON THE
REQUEST OF LENDER, BORROWER SHALL DELIVER TO LENDER COPIES OF ANY OTHER
DOCUMENTS RELATED TO SUCH SALE.
(IV)
SEC FILINGS.
PROMPTLY AFTER THE FILING BY BORROWER WITH THE SEC
OF ANY REPORT ON FORM 10Q OR 10K, OR ANY OTHER MATERIAL CORPORATE DISCLOSURE,
BORROWER SHALL DELIVER A COPY OF SUCH FILING TO LENDER.
(V)
REGULATORY REVIEWS.
PROMPTLY UPON RECEIPT THEREOF, BORROWER SHALL
DELIVER TO LENDER A COPY OF ANY REVIEW, EXAM OR AUDIT BY SBA WITH RESPECT TO
BORROWER OR ITS OPERATIONS, EXCEPT TO THE EXTENT THAT SUCH DELIVERY WOULD
VIOLATE ANY APPLICABLE GOVERNMENTAL REQUIREMENT.
39
(VI)
OTHER DATA.
PROMPTLY UPON RECEIPT THEREOF,
COPIES OF SUCH OTHER FINANCIAL OR OTHER DATA AS LENDER MAY, IN ITS SOLE
DISCRETION, REASONABLY REQUEST.
5.2
TAXES AND OTHER LIENS.
BORROWER WILL PAY
AND DISCHARGE PROMPTLY WHEN DUE ALL TAXES, ASSESSMENTS AND GOVERNMENTAL CHARGES
OR LEVIES IMPOSED UPON IT OR UPON ITS INCOME AS WELL AS ALL CLAIMS OF ANY KIND
(INCLUDING CLAIMS FOR LABOR, MATERIALS, SUPPLIES AND RENT) WHICH, IF UNPAID,
MIGHT BECOME A LIEN UPON ANY OR ALL OF ITS PROPERTY; PROVIDED, THAT BORROWER
SHALL NOT BE REQUIRED TO PAY ANY SUCH TAX, ASSESSMENT, CHARGE, LEVY OR CLAIM TO
THE EXTENT THAT THE AMOUNT, APPLICABILITY OR VALIDITY THEREOF SHALL CURRENTLY BE
CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS DILIGENTLY CONDUCTED BY OR ON
BEHALF OF BORROWER IN COMPLIANCE WITH SECTION 5.13(B).
5.3
MAINTENANCE.
(A)
BORROWER SHALL (I) MAINTAIN ITS CORPORATE
EXISTENCE, RIGHTS AND FRANCHISES; AND (II) OBSERVE AND COMPLY WITH ALL
GOVERNMENTAL REQUIREMENTS.
(B)
BORROWER SHALL MAINTAIN IN FULL FORCE AND
GOOD STANDING ALL LICENSES, PERMITS, FRANCHISES OR OTHER GOVERNMENTAL
AUTHORIZATIONS NECESSARY TO THE CONDUCT OF ITS BUSINESS, THE FAILURE TO MAINTAIN
COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE CHANGE.
WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, BORROWER SHALL CONTINUE TO COMPLY WITH
ALL STATUTORY AND OTHER REGULATORY REQUIREMENTS NECESSARY TO MAINTAIN IN FULL
FORCE AND GOOD STANDING THE LOAN GUARANTY AGREEMENT, TO THE EXTENT SUCH
REQUIREMENTS HAVE NOT BEEN WAIVED OR BECOME INAPPLICABLE PURSUANT TO THE TERMS
OF THE MULTI-PARTY AGREEMENT.
5.4
FURTHER ASSURANCES.
BORROWER WILL PROMPTLY
CURE ANY DEFECTS IN THE CREATION, EXECUTION OR DELIVERY OF THIS AGREEMENT OR THE
OTHER THE LOAN DOCUMENTS.
PROVIDED THAT SUCH ACTION WOULD NOT VIOLATE
APPLICABLE SBA RULES AND REGULATIONS, BORROWER, AT ITS EXPENSE, WILL PROMPTLY
EXECUTE AND DELIVER TO LENDER UPON REQUEST ALL SUCH OTHER AND FURTHER DOCUMENTS,
AGREEMENTS AND INSTRUMENTS AS SHALL REASONABLY