THE BANK IN CONNECTION WITH THIS AGREEMENT, AND ALL WRITTEN
INFORMATION HEREAFTER FURNISHED BY OR ON BEHALF OF THE BORROWER TO THE BANK IN
CONNECTION HEREWITH WILL BE, TRUE AND ACCURATE IN EVERY MATERIAL RESPECT ON THE
DATE AS OF WHICH SUCH INFORMATION IS DATED OR CERTIFIED, AND NONE OF SUCH
INFORMATION IS OR WILL BE INCOMPLETE BY OMITTING TO STATE ANY MATERIAL FACT
NECESSARY TO MAKE SUCH INFORMATION NOT MISLEADING IN LIGHT OF THE CIRCUMSTANCES
UNDER WHICH MADE (IT BEING RECOGNIZED BY THE BANK THAT ANY PROJECTIONS AND
FORECASTS PROVIDED BY THE BORROWER ARE BASED ON GOOD FAITH ESTIMATES AND
ASSUMPTIONS BELIEVED BY THE BORROWER TO BE REASONABLE AS OF THE DATE OF THE
APPLICABLE PROJECTIONS OR ASSUMPTIONS AND THAT ACTUAL RESULTS DURING THE PERIOD
OR PERIODS COVERED BY ANY SUCH PROJECTIONS AND FORECASTS MAY DIFFER FROM
PROJECTED OR FORECASTED RESULTS).
SECTION 6
AFFIRMATIVE COVENANTS.
6.1
BORROWER EXISTENCE.
THE BORROWER SHALL AT
ALL TIMES PRESERVE AND MAINTAIN ITS (A) EXISTENCE AND GOOD STANDING IN THE
JURISDICTION OF ITS ORGANIZATION, AND (B) QUALIFICATION TO DO BUSINESS AND GOOD
STANDING IN EACH JURISDICTION WHERE THE NATURE OF ITS BUSINESS MAKES SUCH
QUALIFICATION NECESSARY (OTHER THAN SUCH JURISDICTIONS IN WHICH THE FAILURE TO
BE QUALIFIED OR IN GOOD STANDING COULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT), AND SHALL AT ALL TIMES CONTINUE AS A GOING CONCERN IN
THE BUSINESS WHICH THE BORROWER IS PRESENTLY CONDUCTING.
6.2
COMPLIANCE WITH LAWS.
THE BORROWER SHALL
USE THE PROCEEDS OF THE LOANS TO REFINANCE EXISTING INDEBTEDNESS, FOR THE
ISSUANCE OF LETTERS OF CREDIT AS SET FORTH HEREIN, FOR WORKING CAPITAL AND OTHER
GENERAL CORPORATE OR BUSINESS PURPOSES NOT IN CONTRAVENTION OF ANY REQUIREMENTS
OF LAW AND NOT IN VIOLATION OF THIS AGREEMENT, AND SHALL COMPLY, AND CAUSE ANY
SUBSIDIARY TO COMPLY, IN ALL RESPECTS, INCLUDING THE CONDUCT OF ITS BUSINESS AND
OPERATIONS AND THE USE OF ITS PROPERTIES AND ASSETS, WITH ALL APPLICABLE LAWS,
RULES, REGULATIONS, DECREES, ORDERS, JUDGMENTS, LICENSES AND PERMITS, EXCEPT
WHERE FAILURE TO COMPLY COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
IN ADDITION, AND WITHOUT LIMITING THE FOREGOING SENTENCE, THE
BORROWER SHALL (A) ENSURE, AND CAUSE EACH SUBSIDIARY TO ENSURE, THAT NO PERSON
WHO OWNS A CONTROLLING INTEREST IN OR OTHERWISE CONTROLS THE BORROWER OR ANY
SUBSIDIARY IS OR SHALL BE LISTED ON THE SPECIALLY DESIGNATED NATIONALS AND
BLOCKED PERSON LIST OR OTHER SIMILAR LISTS MAINTAINED BY THE OFFICE OF FOREIGN
ASSETS CONTROL ("OFAC"), THE DEPARTMENT OF THE TREASURY OR INCLUDED IN ANY
EXECUTIVE ORDERS, (B) NOT USE OR PERMIT THE USE OF THE PROCEEDS OF THE LOANS TO
VIOLATE ANY OF THE FOREIGN ASSET CONTROL REGULATIONS OF OFAC OR ANY ENABLING
STATUTE OR EXECUTIVE ORDER RELATING THERETO, AND (C) COMPLY, AND CAUSE EACH
SUBSIDIARY TO COMPLY, WITH ALL APPLICABLE BANK SECRECY ACT LAWS AND REGULATIONS,
AS AMENDED.
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6.3
PAYMENT OF TAXES AND LIABILITIES.
THE BORROWER SHALL PAY, AND
CAUSE ANY SUBSIDIARY TO PAY, AND DISCHARGE, BEFORE PENALTIES ACCRUE THEREON, ALL
PROPERTY AND