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 REPRESENTATIONS, WARRANTIES, OR OTHER STATEMENTS WERE 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).
6
AFFIRMATIVE COVENANTS
Borrower shall do all of the following:
6.1
GOVERNMENT COMPLIANCE.
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 CAUSE A MATERIAL ADVERSE CHANGE.
BORROWER SHALL COMPLY, AND HAVE EACH SUBSIDIARY COMPLY, WITH ALL LAWS,
ORDINANCES AND REGULATIONS TO WHICH IT IS SUBJECT, NONCOMPLIANCE WITH WHICH
COULD REASONABLY BE EXPECTED TO CAUSE A MATERIAL ADVERSE CHANGE.
6.2
FINANCIAL STATEMENTS, REPORTS, CERTIFICATES.
(a)
Borrower shall provide Bank with the following:
(i)
a Transaction Report weekly and at the time of each request for
an Advance;
(ii)
within fifteen (15) days after the end of each month,
(A)
monthly accounts receivable agings, aged by
invoice date,
(B)
monthly accounts payable agings, aged by
invoice date, and outstanding or held check registers, if any,
(C)
monthly reconciliations of accounts
receivable agings (aged by invoice date), transaction reports, and general
ledger,
(D)
monthly perpetual inventory reports for
Inventory valued on a first-in, first-out basis at the lower of cost or market
(in accordance with GAAP) or such other inventory reports as are requested by
Bank in its good faith business judgment;
(iii)
as soon as available, and in any event
within thirty (30) days after the end of each month, monthly unaudited financial
statements;
(iv)
within thirty (30) days after the end of each
month a monthly Compliance Certificate signed by a Responsible Officer,
certifying that as of the end of such month, Borrower was in full compliance
with all of the terms and conditions of this Agreement, and setting forth
calculations showing compliance with the financial covenants set forth in this
Agreement and such other information as Bank shall reasonably request,
including, without limitation, a statement that at the end of such month there
were no held checks;
(v)
[omitted];
(vi)
within thirty (30) days prior to the end of
each fiscal year of Borrower, (A) annual operating budgets (including income
statements, balance sheets and cash flow statements, by month) for the upcoming
fiscal year of Borrower, and (B)
8
annual financial projections for the following fiscal year (on a quarterly
basis) as approved by Borrower's board