PROJECTIONS AND FORECASTS MAY DIFFER FROM THE PROJECTED
OR FORECASTED RESULTS).
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 ALL OF ITS PROPERTY.
BORROWER SHALL PROMPTLY PROVIDE COPIES OF ANY SUCH OBTAINED GOVERNMENTAL
APPROVALS TO BANK.
6.2
FINANCIAL STATEMENTS, REPORTS, CERTIFICATES.
(A)
DELIVER TO BANK:
(I) AS SOON AS AVAILABLE, BUT NO LATER THAN
THIRTY (30) DAYS AFTER THE LAST DAY OF EACH MONTH, A COMPANY PREPARED
CONSOLIDATED BALANCE SHEET AND INCOME STATEMENT COVERING BORROWER'S CONSOLIDATED
OPERATIONS DURING THE PERIOD CERTIFIED BY A RESPONSIBLE OFFICER AND IN A FORM
ACCEPTABLE TO BANK (II) WITHIN FIVE (5) DAYS OF FILING, COPIES OF ALL
STATEMENTS, REPORTS AND NOTICES MADE AVAILABLE TO BORROWER'S SECURITY HOLDERS OR
TO ANY HOLDERS OF SUBORDINATED DEBT AND ALL REPORTS ON FORM 10-K, 10-Q AND 8-K
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION; (III) A PROMPT REPORT OF ANY
LEGAL ACTIONS PENDING OR THREATENED AGAINST BORROWER OR ANY SUBSIDIARY THAT
COULD REASONABLY BE LIKELY TO RESULT IN DAMAGES OR COSTS TO BORROWER OR ANY
SUBSIDIARY OF ONE HUNDRED THOUSAND DOLLARS ($100,000.00) OR MORE; (IV) PROMPT
NOTICE OF ANY MATERIAL CHANGE IN THE COMPOSITION OF THE INTELLECTUAL PROPERTY
COLLATERAL, OR THE REGISTRATION OF ANY COPYRIGHT, INCLUDING ANY SUBSEQUENT
OWNERSHIP RIGHT OF BORROWER IN OR TO ANY COPYRIGHT, PATENT OR TRADEMARK NOT
SHOWN IN THE IP AGREEMENT OR KNOWLEDGE OF AN EVENT THAT MATERIALLY ADVERSELY
AFFECTS THE VALUE OF THE INTELLECTUAL PROPERTY COLLATERAL; AND (V) BUDGETS,
SALES PROJECTIONS, OPERATING PLANS OR OTHER FINANCIAL INFORMATION REASONABLY
REQUESTED BY BANK, INCLUDING, AS SOON AS AVAILABLE, BUT NO LATER THAN THE LAST
DAY OF BORROWER'S FISCAL YEAR, ANNUAL FINANCIAL PROJECTIONS APPROVED BY
BORROWER'S BOARD OF DIRECTORS.
8
(B)
WITHIN THIRTY (30) DAYS AFTER THE LAST DAY OF EACH MONTH, DELIVER
TO BANK WITH THE MONTHLY FINANCIAL STATEMENTS A COMPLIANCE CERTIFICATE SIGNED BY
A RESPONSIBLE OFFICER IN THE FORM OF EXHIBIT B.
(C)
ALLOW BANK TO AUDIT BORROWER'S COLLATERAL, INCLUDING, BUT NOT
LIMITED TO, BORROWER'S ACCOUNTS AT BORROWER'S EXPENSE, UPON REASONABLE NOTICE TO
BORROWER ONE (1) TIME PER YEAR, OR MORE OFTEN IF CONDITIONS WARRANT.
UPON THE
OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, BANK MAY AUDIT
BORROWER'S COLLATERAL, INCLUDING, BUT NOT LIMITED TO, BORROWER'S ACCOUNTS AT
BORROWER'S EXPENSE AND AT BANK'S SOLE AND EXCLUSIVE DISCRETION AND WITHOUT
NOTIFICATION AND AUTHORIZATION FROM