A MATERIAL ADVERSE CHANGE.
NONE OF BORROWER'S OR ANY
SUBSIDIARY'S PROPERTIES OR ASSETS HAS BEEN USED BY BORROWER OR ANY SUBSIDIARY
OR, TO THE BEST OF BORROWER'S KNOWLEDGE, BY PREVIOUS PERSONS, IN DISPOSING,
PRODUCING, STORING, TREATING, OR TRANSPORTING ANY HAZARDOUS SUBSTANCE OTHER THAN
LEGALLY.
BORROWER AND EACH SUBSIDIARY HAS TIMELY FILED ALL REQUIRED TAX RETURNS
AND PAID, OR MADE ADEQUATE PROVISION TO PAY, ALL MATERIAL TAXES, EXCEPT THOSE
BEING CONTESTED IN GOOD FAITH WITH ADEQUATE RESERVES UNDER GAAP.
BORROWER AND
EACH DOMESTIC SUBSIDIARY HAS OBTAINED ALL CONSENTS, APPROVALS AND AUTHORIZATIONS
OF, MADE ALL DECLARATIONS OR FILINGS WITH, AND GIVEN ALL NOTICES TO, ALL
GOVERNMENT AUTHORITIES THAT ARE NECESSARY TO CONTINUE ITS BUSINESS AS CURRENTLY
CONDUCTED EXCEPT WHERE THE FAILURE TO MAKE SUCH DECLARATIONS, NOTICES OR FILINGS
WOULD NOT REASONABLY BE EXPECTED TO CAUSE A MATERIAL ADVERSE CHANGE.
5.7
SUBSIDIARIES.
BORROWER DOES NOT OWN ANY
STOCK, PARTNERSHIP INTEREST OR OTHER EQUITY SECURITIES EXCEPT FOR PERMITTED
INVESTMENTS.
5.8
FULL DISCLOSURE.
NO WRITTEN REPRESENTATION,
WARRANTY OR OTHER STATEMENT OF BORROWER IN ANY CERTIFICATE OR WRITTEN STATEMENT
GIVEN TO BANK BY BORROWER, OR ITS AGENTS, 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.
BORROWER SHALL
MAINTAIN ITS AND ALL SUBSIDIARIES' LEGAL EXISTENCE AND GOOD STANDING IN ITS
JURISDICTION 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 OR OPERATIONS OR WOULD REASONABLY BE EXPECTED TO CAUSE A
MATERIAL ADVERSE CHANGE.
6.2
FINANCIAL STATEMENTS, REPORTS, CERTIFICATES.
(A)
BORROWER SHALL DELIVER TO BANK:
(I) AS
SOON AS AVAILABLE, BUT NO LATER THAN: (A) THIRTY (30) DAYS AFTER THE LAST DAY OF
EACH MONTH WHEN A CREDIT EXTENSION IS REQUESTED OR OBLIGATIONS ARE OUTSTANDING,
AND (B) FORTY-FIVE (45) DAYS AFTER THE LAST DAY OF EACH QUARTER, 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) AS SOON AS AVAILABLE, BUT NO LATER THAN ONE
HUNDRED TWENTY (120) 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