PROPERTIES OR ASSETS HAS EVER BEEN DESIGNATED OR IDENTIFIED IN ANY
MANNER PURSUANT TO ANY ENVIRONMENTAL PROTECTION STATUTE AS A HAZARDOUS WASTE OR
HAZARDOUS SUBSTANCE DISPOSAL SITE, OR A CANDIDATE FOR CLOSURE PURSUANT TO ANY
ENVIRONMENTAL PROTECTION STATUTE; NO LIEN ARISING UNDER ANY ENVIRONMENTAL
PROTECTION STATUTE HAS ATTACHED TO ANY REVENUES OR TO ANY REAL OR PERSONAL
PROPERTY OWNED BY BORROWER OR ANY SUBSIDIARY; AND NEITHER BORROWER NOR ANY
SUBSIDIARY HAS RECEIVED A SUMMONS, CITATION, NOTICE, OR DIRECTIVE FROM THE
ENVIRONMENTAL PROTECTION AGENCY OR ANY OTHER FEDERAL, STATE OR OTHER
GOVERNMENTAL AGENCY CONCERNING ANY ACTION OR OMISSION BY BORROWER OR ANY
SUBSIDIARY RESULTING IN THE RELEASING, OR OTHERWISE DISPOSING OF HAZARDOUS WASTE
OR HAZARDOUS SUBSTANCES INTO THE ENVIRONMENT.
5.13
TAXES.
BORROWER AND EACH SUBSIDIARY HAVE FILED OR CAUSED TO BE
FILED ALL TAX RETURNS REQUIRED TO BE FILED, AND HAVE PAID, OR HAVE MADE ADEQUATE
PROVISION FOR THE PAYMENT OF, ALL TAXES REFLECTED THEREIN.
5.14
SUBSIDIARIES.
EXCEPT AS SET FORTH ON THE SCHEDULE, BORROWER DOES
NOT OWN ANY STOCK, PARTNERSHIP INTEREST OR OTHER EQUITY SECURITIES OF ANY
PERSON, EXCEPT FOR PERMITTED INVESTMENTS.
5.15
GOVERNMENT CONSENTS.
BORROWER AND EACH SUBSIDIARY HAVE OBTAINED
ALL CONSENTS, APPROVALS AND AUTHORIZATIONS OF, MADE ALL DECLARATIONS OR FILINGS
WITH, AND GIVEN ALL NOTICES TO, ALL GOVERNMENTAL AUTHORITIES THAT ARE NECESSARY
FOR THE CONTINUED OPERATION OF BORROWER'S BUSINESS AS CURRENTLY CONDUCTED, THE
FAILURE TO OBTAIN WHICH COULD HAVE A MATERIAL ADVERSE EFFECT.
5.16
ACCOUNTS.
EXCEPT AS SET FORTH ON THE SCHEDULE, NONE OF BORROWER'S
NOR ANY SUBSIDIARY'S PROPERTY IS MAINTAINED OR INVESTED WITH A PERSON OTHER THAN
BANK.
5.17
FULL DISCLOSURE.
NO REPRESENTATION, WARRANTY OR OTHER STATEMENT
MADE BY BORROWER IN ANY CERTIFICATE OR WRITTEN STATEMENT FURNISHED TO BANK,
TAKEN TOGETHER AS A WHOLE, CONTAINS ANY UNTRUE STATEMENT OF A MATERIAL FACT OR
OMITS TO STATE A MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS
CONTAINED IN SUCH CERTIFICATES OR STATEMENTS NOT MISLEADING.
6.
AFFIRMATIVE COVENANTS.
Borrower covenants and agrees that, until payment in full of all outstanding
Obligations, and for so long as Bank may have any commitment to make a Credit
Extension hereunder, Borrower shall do all of the following:
6.1
GOOD STANDING.
BORROWER SHALL MAINTAIN ITS AND EACH OF ITS
SUBSIDIARIES' CORPORATE EXISTENCE AND GOOD STANDING IN ITS JURISDICTION OF
INCORPORATION AND MAINTAIN QUALIFICATION IN EACH JURISDICTION IN WHICH IT IS
REQUIRED UNDER APPLICABLE LAW.
BORROWER SHALL MAINTAIN, AND SHALL CAUSE EACH OF
ITS SUBSIDIARIES TO MAINTAIN, IN FORCE ALL LICENSES, APPROVALS AND AGREEMENTS,
THE LOSS OF WHICH COULD HAVE A MATERIAL ADVERSE EFFECT.
6.2
GOVERNMENT COMPLIANCE.
BORROWER SHALL MEET, AND SHALL CAUSE EACH
SUBSIDIARY TO MEET, THE MINIMUM FUNDING REQUIREMENTS OF ERISA WITH RESPECT TO
ANY EMPLOYEE BENEFIT PLANS SUBJECT TO ERISA.
BORROWER SHALL COMPLY, AND SHALL
CAUSE EACH SUBSIDIARY TO COMPLY, WITH ALL STATUTES, LAWS, ORDINANCES AND
GOVERNMENT RULES AND REGULATIONS TO WHICH IT IS SUBJECT, NONCOMPLIANCE WITH
WHICH COULD HAVE A MATERIAL ADVERSE EFFECT.
11
6.3
FINANCIAL STATEMENTS, REPORTS, CERTIFICATES.
BORROWER SHALL
DELIVER THE FOLLOWING TO BANK:
(A) AS