RULES, THE VIOLATION OF WHICH COULD
REASONABLY BE EXPECTED TO CAUSE 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 IN COMPLIANCE WITH APPLICABLE LAW.
BORROWER AND EACH SUBSIDIARY HAS
TIMELY FILED ALL REQUIRED MATERIAL 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 OR FOR WHICH EXTENSIONS HAVE BEEN PROPERLY
REQUESTED.
BORROWER AND EACH SUBSIDIARY HAS OBTAINED ALL CONSENTS, APPROVALS
AND AUTHORIZATIONS OF, MADE ALL DECLARATIONS OR FILINGS WITH OR OBTAINED
EXTENSIONS FOR FILING, AND GIVEN ALL NOTICES TO, ALL GOVERNMENT AUTHORITIES THAT
ARE NECESSARY TO CONTINUE ITS BUSINESS AS CURRENTLY CONDUCTED EXCEPT WHERE THE
FAILURE TO OBTAIN OR MAKE SUCH CONSENTS, DECLARATIONS, NOTICES OR FILINGS WOULD
NOT REASONABLY BE EXPECTED TO CAUSE A MATERIAL ADVERSE CHANGE.
5.7
SUBSIDIARIES; INVESTMENTS.
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 AS OF THE DATE SUCH REPRESENTATIONS, WARRANTIES OR OTHER
STATEMENTS WERE MADE 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 (WHEN TAKEN AS A WHOLE, IT BEING
RECOGNIZED BY BANK THAT THE PROJECTIONS AND FORECASTS PROVIDED BY BORROWER IN
GOOD FAITH AND BASED UPON REASONABLE ASSUMPTIONS ARE NOT TO BE 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 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, IN ALL MATERIAL RESPECTS, 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 THIRTY (30) DAYS AFTER THE LAST DAY OF EACH
MONTH, 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) WITHIN FIVE (5) DAYS
OF FILING, BORROWER SHALL PROVIDE BANK COPIES OF OR ELECTRONIC NOTICE OF LINKS
TO ALL STATEMENTS, REPORTS AND NOTICES MADE AVAILABLE TO BORROWER'S SECURITY
HOLDERS OR