EACH SUBSIDIARY HAVE TIMELY PAID ALL FOREIGN, FEDERAL, STATE AND LOCAL
TAXES, ASSESSMENTS, DEPOSITS AND CONTRIBUTIONS OWED BY BORROWER AND EACH
SUBSIDIARY.
BORROWER MAY DEFER PAYMENT OF ANY CONTESTED TAXES, PROVIDED THAT
BORROWER (A) IN GOOD FAITH CONTESTS ITS OBLIGATION TO PAY THE TAXES BY
APPROPRIATE PROCEEDINGS PROMPTLY AND DILIGENTLY INSTITUTED AND CONDUCTED, (B)
NOTIFIES BANK IN WRITING OF THE COMMENCEMENT OF, AND ANY MATERIAL DEVELOPMENT
IN, THE PROCEEDINGS AND (C) POSTS BONDS OR TAKES ANY OTHER STEPS REQUIRED TO
PREVENT THE GOVERNMENTAL AUTHORITY LEVYING SUCH CONTESTED TAXES FROM OBTAINING A
LIEN UPON ANY OF THE COLLATERAL THAT IS OTHER THAN A "PERMITTED LIEN".
BORROWER
IS UNAWARE OF ANY CLAIMS OR ADJUSTMENTS PROPOSED FOR ANY OF BORROWER'S PRIOR TAX
YEARS WHICH COULD RESULT IN ADDITIONAL TAXES BECOMING DUE AND PAYABLE BY
BORROWER.
BORROWER HAS PAID ALL AMOUNTS NECESSARY TO FUND ALL PRESENT PENSION,
PROFIT SHARING AND DEFERRED COMPENSATION PLANS IN ACCORDANCE WITH THEIR TERMS,
AND BORROWER HAS NOT WITHDRAWN FROM PARTICIPATION IN, AND HAS NOT PERMITTED
PARTIAL OR COMPLETE TERMINATION OF, OR PERMITTED THE OCCURRENCE OF ANY OTHER
EVENT WITH RESPECT TO, ANY SUCH PLAN WHICH COULD REASONABLY BE EXPECTED TO
RESULT IN ANY LIABILITY OF BORROWER, INCLUDING ANY LIABILITY TO THE PENSION
BENEFIT GUARANTY CORPORATION OR ITS SUCCESSORS OR ANY OTHER GOVERNMENTAL AGENCY.
5.11
FULL DISCLOSURE.
NO WRITTEN REPRESENTATION, WARRANTY OR OTHER
STATEMENT OF BORROWER IN ANY CERTIFICATE OR WRITTEN STATEMENT GIVEN TO BANK IN
CONNECTION WITH THE LOAN DOCUMENTS, 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 IN LIGHT
OF THE CIRCUMSTANCES IN WHICH THEY WERE MADE (IT BEING RECOGNIZED BY BANK THAT
ANY 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)
EXCEPT AS OTHERWISE PERMITTED BY SECTION 7.3, 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 REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT ON BORROWER'S BUSINESS.
10
(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