REGULATION U OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE
SYSTEM.
ALL LOANS WILL BE USED FOR BUSINESS, COMMERCIAL, INVESTMENT,
AGRICULTURAL OR OTHER SIMILAR PURPOSE AND NOT PRIMARILY FOR PERSONAL, FAMILY, OR
HOUSEHOLD USE.
SECTION 3.08.
ENVIRONMENT.
BORROWER AND EACH SUBSIDIARY OF BORROWER HAVE
COMPLIED WITH APPLICABLE LEGAL REQUIREMENTS IN EACH INSTANCE IN WHICH ANY OF
THEM HAVE GENERATED, HANDLED, USED, STORED OR DISPOSED OF ANY HAZARDOUS OR TOXIC
WASTE OR SUBSTANCE, ON OR OFF ITS PREMISES (WHETHER OR NOT OWNED BY ANY OF
THEM).
NEITHER BORROWER NOR ANY SUBSIDIARY OF BORROWER HAS ANY MATERIAL
CONTINGENT LIABILITY FOR NON-COMPLIANCE WITH ENVIRONMENTAL OR HAZARDOUS WASTE
LAWS.
NEITHER BORROWER NOR ANY SUBSIDIARY OF BORROWER HAS RECEIVED ANY NOTICE
THAT IT OR ANY OF ITS PROPERTY OR OPERATIONS DOES NOT COMPLY WITH, OR THAT ANY
GOVERNMENTAL AUTHORITY IS INVESTIGATING ITS COMPLIANCE WITH, ANY ENVIRONMENTAL
OR HAZARDOUS WASTE LAWS.
SECTION 3.09.
INVESTMENT COMPANY ACT/PUBLIC UTILITY HOLDING COMPANY ACT.
NEITHER BORROWER NOR ANY SUBSIDIARY OF BORROWER IS AN "INVESTMENT COMPANY"
WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940 OR A "HOLDING COMPANY"
OR AN "AFFILIATE" OF A "HOLDING COMPANY" OR A "PUBLIC UTILITY" WITHIN THE
MEANING OF THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935, AS AMENDED.
ARTICLE IV.
AFFIRMATIVE COVENANTS
BORROWER AGREES TO DO, AND IF NECESSARY CAUSE TO BE DONE, AND CAUSE EACH OF ITS
SUBSIDIARIES TO DO, EACH OF THE FOLLOWING:
SECTION 4.01.
CORPORATE FUNDAMENTALS.
(A)
PAY WHEN DUE ALL TAXES AND GOVERNMENTAL
CHARGES OF EVERY KIND UPON IT OR AGAINST ITS INCOME, PROFITS OR PROPERTY, UNLESS
AND ONLY TO THE EXTENT THAT THE SAME SHALL BE CONTESTED IN GOOD FAITH AND
ADEQUATE RESERVES HAVE BEEN ESTABLISHED THEREFOR;
4
(B)
RENEW AND KEEP IN FULL FORCE AND EFFECT ALL
OF ITS LICENSES, PERMITS AND FRANCHISES NECESSARY FOR THE CONDUCT OF ITS
BUSINESS;
(C)
DO ALL THINGS NECESSARY TO PRESERVE ITS
CORPORATE EXISTENCE AND ITS QUALIFICATIONS AND RIGHTS IN ALL JURISDICTIONS WHERE
SUCH QUALIFICATION IS NECESSARY; AND
(D)
COMPLY WITH ALL APPLICABLE LEGAL
REQUIREMENTS FOR WHICH NONCOMPLIANCE COULD RESULT IN A MATERIAL ADVERSE EFFECT
ON BORROWER; AND
(E)
PROTECT, MAINTAIN AND KEEP IN GOOD REPAIR
ITS PROPERTY AND MAKE ALL REPLACEMENTS AND ADDITIONS TO ITS PROPERTY AS MAY BE
REASONABLY NECESSARY TO CONDUCT ITS BUSINESS PROPERLY AND EFFICIENTLY.
SECTION 4.02.
INSURANCE.
MAINTAIN INSURANCE WITH SUCH REPUTABLE
FINANCIALLY SOUND INSURERS, ON SUCH OF ITS PROPERTY AND PERSONNEL, IN SUCH
AMOUNTS AND AGAINST SUCH RISKS AS IS CUSTOMARY WITH SIMILAR PERSONS IN SIMILAR
BUSINESSES, AND FURNISH BANK SATISFACTORY EVIDENCE THEREOF PROMPTLY UPON
REQUEST.
SECTION 4.03.
FINANCIAL INFORMATION.
FURNISH TO BANK IN PROPER FORM:
(A)
THE FINANCIAL STATEMENTS PREPARED IN
CONFORMITY WITH GAAP ON CONSOLIDATED AND CONSOLIDATING BASES AND THE OTHER
INFORMATION DESCRIBED IN, AND WITHIN THE TIMES REQUIRED BY, THE REPORTING
REQUIREMENTS, FINANCIAL COVENANTS AND COMPLIANCE CERTIFICATE ATTACHED HERETO AS
EXHIBIT B AND INCORPORATED HEREIN BY REFERENCE ("COMPLIANCE CERTIFICATE");
(B)
WITHIN THE TIME REQUIRED BY THE COMPLIANCE
CERTIFICATE, A COMPLETED COMPLIANCE CERTIFICATE SIGNED AND CERTIFIED BY THE
CHIEF FINANCIAL OFFICER OR