ADEQUATE
RESERVES UNDER GAAP OR WHERE THE FAILURE TO FILE SUCH RETURNS OR PAY SUCH TAXES
WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
5.10 SUBSIDIARIES.
BORROWER DOES NOT OWN ANY STOCK, PARTNERSHIP INTEREST OR
OTHER EQUITY SECURITIES OF ANY PERSON, EXCEPT FOR PERMITTED INVESTMENTS.
5.11 GOVERNMENT CONSENTS.
BORROWER AND EACH SUBSIDIARY HAVE OBTAINED ALL
CONSENTS, APPROVALS AND AUTHORIZATIONS OF, MADE ALL DECLARATIONS OR FILINGS
WITH, AND GIVEN ALL NOTICES TO, ALL GOVERNMENTAL AUTHORITIES THAT ARE NECESSARY
FOR THE CONTINUED OPERATION OF BORROWER'S BUSINESS AS CURRENTLY CONDUCTED,
EXCEPT WHERE THE FAILURE TO DO SO WOULD NOT REASONABLY BE EXPECTED TO CAUSE A
MATERIAL ADVERSE EFFECT.
5.12 INBOUND LICENSES.
EXCEPT AS DISCLOSED ON THE SCHEDULE, OR AFTER THE DATE
OF THIS AGREEMENT, AS DISCLOSED IN WRITING TO BANK, BORROWER IS NOT A PARTY TO,
NOR IS BOUND BY: (A) ANY AGREEMENT THAT PROHIBITS OR OTHERWISE RESTRICTS
BORROWER FROM GRANTING A SECURITY INTEREST IN BORROWER'S INTEREST ANY OF ITS
PROPERTY; OR (B) ANY MATERIAL LICENSE.
5.13 FULL DISCLOSURE.
NO REPRESENTATION, WARRANTY OR OTHER STATEMENT MADE BY
BORROWER IN ANY CERTIFICATE OR WRITTEN STATEMENT FURNISHED TO BANK TAKEN
TOGETHER WITH ALL SUCH CERTIFICATES AND WRITTEN STATEMENTS FURNISHED TO BANK
CONTAINS ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS TO STATE A MATERIAL
FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS CONTAINED IN SUCH 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 TO BE VIEWED AS FACTS AND THAT ACTUAL RESULTS DURING THE
PERIOD OR PERIODS COVERED BY ANY SUCH PROJECTIONS AND FORECASTS MAY MATERIALLY
DIFFER FROM THE PROJECTED OR FORECASTED RESULTS.
6.
AFFIRMATIVE COVENANTS.
BORROWER COVENANTS THAT, UNTIL PAYMENT IN FULL OF ALL OUTSTANDING OBLIGATIONS,
AND FOR SO LONG AS BANK MAY HAVE ANY COMMITMENT TO MAKE A CREDIT EXTENSION
HEREUNDER, BORROWER SHALL DO ALL OF THE FOLLOWING:
6.1
GOOD STANDING AND GOVERNMENT COMPLIANCE.
BORROWER SHALL MAINTAIN ITS AND
EACH OF ITS SUBSIDIARIES' CORPORATE EXISTENCE AND GOOD STANDING IN THE BORROWER
STATE, SHALL MAINTAIN QUALIFICATION AND GOOD STANDING IN EACH OTHER JURISDICTION
IN WHICH THE FAILURE TO SO QUALIFY WOULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT, AND SHALL FURNISH TO BANK THE ORGANIZATIONAL
IDENTIFICATION NUMBER ISSUED TO BORROWER BY THE AUTHORITIES OF THE STATE IN
WHICH BORROWER IS ORGANIZED, IF APPLICABLE.
BORROWER SHALL MEET, AND SHALL
CAUSE EACH SUBSIDIARY TO MEET, THE MINIMUM FUNDING REQUIREMENTS OF ERISA WITH
RESPECT TO ANY EMPLOYEE BENEFIT PLANS SUBJECT TO ERISA.
BORROWER SHALL
COMPLY IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE ENVIRONMENTAL LAWS, AND
MAINTAIN ALL MATERIAL PERMITS, LICENSES AND APPROVALS REQUIRED THEREUNDER WHERE
THE FAILURE TO DO SO WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
BORROWER SHALL COMPLY, AND SHALL CAUSE EACH SUBSIDIARY TO COMPLY, WITH
ALL STATUTES, LAWS, ORDINANCES AND GOVERNMENT RULES AND REGULATIONS TO WHICH IT
IS SUBJECT, AND SHALL MAINTAIN, AND SHALL CAUSE EACH OF ITS SUBSIDIARIES TO
MAINTAIN, IN FORCE ALL