AND EACH SUBSIDIARY HAVE FILED OR CAUSED TO BE
FILED ALL TAX RETURNS REQUIRED TO BE FILED, AND HAVE PAID, OR HAVE MADE ADEQUATE
PROVISION FOR THE PAYMENT OF, ALL TAXES REFLECTED THEREIN.
5.14
SUBSIDIARIES.
BORROWER DOES NOT OWN ANY STOCK, PARTNERSHIP
INTEREST OR OTHER EQUITY SECURITIES OF ANY PERSON, EXCEPT FOR PERMITTED
INVESTMENTS.
5.15
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, THE
FAILURE TO OBTAIN WHICH COULD HAVE A MATERIAL ADVERSE EFFECT.
5.16
ACCOUNTS.
NONE OF BORROWER'S NOR ANY SUBSIDIARY'S PROPERTY IS
MAINTAINED OR INVESTED WITH A PERSON OTHER THAN BANK.
5.17
FULL DISCLOSURE.
NO REPRESENTATION, WARRANTY OR OTHER STATEMENT
MADE BY BORROWER IN ANY CERTIFICATE OR WRITTEN STATEMENT 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.
6.
AFFIRMATIVE COVENANTS.
Borrower covenants and agrees 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.
BORROWER SHALL MAINTAIN ITS AND EACH OF ITS
SUBSIDIARIES' CORPORATE EXISTENCE AND GOOD STANDING IN ITS JURISDICTION OF
INCORPORATION AND MAINTAIN QUALIFICATION IN EACH JURISDICTION IN WHICH IT IS
REQUIRED UNDER APPLICABLE LAW AND THE FAILURE TO DO SO COULD CAUSE A MATERIAL
ADVERSE EFFECT.
BORROWER SHALL MAINTAIN, AND SHALL CAUSE EACH OF ITS
SUBSIDIARIES TO MAINTAIN, IN FORCE ALL GOVERNMENTAL LICENSES, APPROVALS AND
AGREEMENTS, THE LOSS OF WHICH COULD HAVE A MATERIAL ADVERSE EFFECT.
6.2
GOVERNMENT COMPLIANCE.
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, AND SHALL
CAUSE EACH SUBSIDIARY TO COMPLY, WITH ALL STATUTES, LAWS, ORDINANCES AND
GOVERNMENT RULES AND REGULATIONS TO WHICH IT IS SUBJECT, NONCOMPLIANCE WITH
WHICH COULD HAVE A MATERIAL ADVERSE EFFECT.
6.3
FINANCIAL STATEMENTS, REPORTS, CERTIFICATES. BORROWER SHALL
DELIVER THE FOLLOWING TO BANK IN EACH CASE AT BOTH THE INGLEWOOD AND THE BOSTON
ADDRESSES REFERENCED IN SECTION 10:
(A) AS SOON AS AVAILABLE, BUT IN ANY EVENT
WITHIN FORTY FIVE (45) DAYS AFTER THE END OF EACH QUARTER, A COMPANY PREPARED
CONSOLIDATED BALANCE SHEET, INCOME, AND CASH FLOW STATEMENT, TOGETHER WITH AGED
LISTINGS OF ACCOUNTS RECEIVABLE AND ACCOUNTS PAYABLE, COVERING BORROWER'S
CONSOLIDATED OPERATIONS DURING SUCH PERIOD, PREPARED IN ACCORDANCE WITH GAAP,
CONSISTENTLY APPLIED IN A FORM ACCEPTABLE TO BANK AND CERTIFIED BY A RESPONSIBLE
OFFICER; (B) AS SOON AS AVAILABLE, BUT IN ANY EVENT WITHIN NINETY (90) DAYS
AFTER THE END OF BORROWER'S FISCAL YEAR, AUDITED CONSOLIDATED FINANCIAL
STATEMENTS OF BORROWER PREPARED IN ACCORDANCE WITH GAAP, CONSISTENTLY APPLIED,
TOGETHER WITH AN UNQUALIFIED OPINION ON SUCH FINANCIAL STATEMENTS OF AN
INDEPENDENT CERTIFIED PUBLIC ACCOUNTING