PROCEEDS OF
THE CREDIT EXTENSIONS SOLELY AS WORKING CAPITAL (INCLUDING FOR THE PAYMENT OF
INTEREST ON SUBORDINATED DEBT), TO FUND ITS GENERAL BUSINESS REQUIREMENTS AND TO
REPAY OR REPURCHASE 2009 UNSECURED SENIOR NOTES, AND NOT FOR PERSONAL, FAMILY,
HOUSEHOLD OR AGRICULTURAL PURPOSES.
5.11
FULL DISCLOSURE.
NO WRITTEN REPRESENTATION,
WARRANTY OR OTHER STATEMENT OF BORROWER IN ANY CERTIFICATE OR WRITTEN STATEMENT
GIVEN TO BANK, AS OF THE DATE SUCH REPRESENTATION, WARRANTY, OR OTHER STATEMENT
WAS MADE, TAKEN TOGETHER WITH ALL SUCH WRITTEN CERTIFICATES AND WRITTEN
STATEMENTS GIVEN TO BANK, CONTAINS ANY UNTRUE STATEMENT OF A MATERIAL FACT OR
OMITS TO STATE A MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS CONTAINED IN THE
CERTIFICATES OR STATEMENTS NOT MISLEADING (IT BEING RECOGNIZED BY BANK THAT THE
PROJECTIONS AND FORECASTS PROVIDED BY BORROWER IN GOOD FAITH AND BASED UPON
REASONABLE ASSUMPTIONS ARE NOT VIEWED AS FACTS AND THAT ACTUAL RESULTS DURING
THE PERIOD OR PERIODS COVERED BY SUCH PROJECTIONS AND FORECASTS MAY DIFFER FROM
THE PROJECTED OR FORECASTED RESULTS).
5.12
EXISTING LIENS RELATING TO SHARES.
REFERENCE IS
MADE TO THE ISSUED AND OUTSTANDING SHARES OF CAPITAL STOCK OWNED BY BORROWER OF
ANY SUBSIDIARY WHICH IS ORGANIZED UNDER THE LAWS OF A JURISDICTION OTHER THAN
THE UNITED STATES OR ANY STATE OR TERRITORY THEREOF OR THE DISTRICT OF COLUMBIA
(THE "FOREIGN SHARES").
BORROWER HAS INFORMED BANK THAT A PRIOR LIENHOLDER IN
SUCH FOREIGN SHARES HAS NOT COMPLETED ALL STEPS NECESSARY TO EXTINGUISH, OF
RECORD, ALL EVIDENCE OF SUCH LIENS IN ALL JURISDICTIONS.
IN CONNECTION
THEREWITH, HOWEVER, BORROWER HEREBY REPRESENTS AND WARRANTS TO BANK THAT THERE
IS, AND SHALL REMAIN, NO OBLIGATIONS OUTSTANDING OR OTHERWISE OWING TO THE
HOLDER OF ANY LIEN IN ANY OF THE FOREIGN SHARES.
5.13
DOMESTIC SUBSIDIARIES. THE ONLY DOMESTIC
SUBSIDIARIES OF BORROWER THAT HAVE ASSETS OF AT LEAST $100,000 ARE THE ENTITIES
SET FORTH ON EXHIBIT D ATTACHED HERETO, AND SUCH OTHER ENTITIES THAT MAY ARISE
AFTER THE EFFECTIVE DATE THAT BECOME GUARANTORS BY VIRTUE OF THE OPERATION OF
SECTION 6.12 HEREOF AND THAT ENTER IN TO GUARANTIES AND SECURITY AGREEMENTS IN
FORM AND SUBSTANCE ACCEPTABLE TO BANK.
6
AFFIRMATIVE COVENANTS
Borrower shall do all of the following:
6.1
GOVERNMENT COMPLIANCE.
(A)
MAINTAIN ITS AND ALL ITS SUBSIDIARIES'
LEGAL EXISTENCE AND GOOD STANDING IN THEIR RESPECTIVE JURISDICTIONS OF FORMATION
AND MAINTAIN QUALIFICATION IN EACH JURISDICTION IN WHICH THE FAILURE TO SO
QUALIFY WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON
BORROWER'S BUSINESS OR OPERATIONS.
BORROWER SHALL COMPLY, AND HAVE EACH
SUBSIDIARY COMPLY, WITH ALL LAWS, ORDINANCES AND REGULATIONS TO WHICH IT IS
SUBJECT, NONCOMPLIANCE WITH WHICH COULD HAVE A MATERIAL ADVERSE EFFECT ON
BORROWER'S BUSINESS.
(b)
Obtain all of the Governmental Approvals
necessary for the performance by Borrower of its obligations under the Loan
Documents to which it is a party and the grant of a security interest to Bank in
the Collateral.
Borrower shall promptly provide copies of any such material
Governmental Approvals to Bank.
8
6.2
FINANCIAL STATEMENTS, REPORTS, CERTIFICATES.
(a)
Borrower shall provide Bank