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 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.
(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 AND CONSOLIDATING BALANCE SHEET AND INCOME STATEMENT COVERING
BORROWER'S AND EACH OF ITS SUBSIDIARY'S OPERATIONS DURING THE PERIOD CERTIFIED
BY A RESPONSIBLE OFFICER AND IN A FORM ACCEPTABLE TO BANK; (II) AS SOON AS
AVAILABLE, BUT NO LATER THAN ONE HUNDRED FIFTY (150) DAYS AFTER THE LAST DAY OF
BORROWER'S FISCAL YEAR, AUDITED CONSOLIDATED FINANCIAL STATEMENTS PREPARED UNDER
GAAP, CONSISTENTLY APPLIED, TOGETHER WITH AN UNQUALIFIED OPINION ON THE
FINANCIAL STATEMENTS FROM AN INDEPENDENT CERTIFIED PUBLIC ACCOUNTING FIRM
REASONABLY ACCEPTABLE TO BANK; (III) IN THE EVENT THAT BORROWER'S STOCK BECOMES
PUBLICLY HELD, 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; (IV) A PROMPT REPORT OF ANY LEGAL ACTIONS
PENDING OR THREATENED AGAINST BORROWER OR ANY SUBSIDIARY THAT COULD RESULT IN
DAMAGES OR COSTS TO BORROWER OR ANY SUBSIDIARY OF ONE HUNDRED THOUSAND DOLLARS
($100,000.00) OR MORE; (V) 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
8
TRADEMARK NOT SHOWN IN THE