AND OTHER TAX RETURNS REQUIRED TO BE FILED WITH RESPECT TO
COMPANY'S OPERATIONS AND THOSE OF ITS SUBSIDIARIES IN ANY JURISDICTION HAVE BEEN
FILED ON OR BEFORE THE DUE DATE THEREOF (PLUS ANY APPLICABLE EXTENSIONS); ALL
SUCH RETURNS ARE TRUE AND CORRECT; ALL TAXES, ASSESSMENTS, FEES AND OTHER
GOVERNMENTAL CHARGES UPON THE COMPANY, AND COMPANY'S SUBSIDIARIES AND UPON ITS
PROPERTY, INCOME OR FRANCHISES, WHICH ARE DUE AND PAYABLE HAVE BEEN PAID,
INCLUDING, WITHOUT LIMITATION, ALL FICA PAYMENTS AND WITHHOLDING TAXES, IF
APPROPRIATE, OTHER THAN THOSE WHICH ARE BEING CONTESTED IN GOOD FAITH BY
APPROPRIATE PROCEEDINGS, DILIGENTLY PURSUED AND AS TO WHICH THE COMPANY HAS
ESTABLISHED ADEQUATE RESERVES DETERMINED IN ACCORDANCE WITH GAAP, CONSISTENTLY
APPLIED.
THE AMOUNTS RESERVED, AS A LIABILITY FOR INCOME AND OTHER TAXES
PAYABLE, IN THE FINANCIAL STATEMENTS DESCRIBED IN SECTION 5.3 HEREOF ARE
SUFFICIENT FOR PAYMENT OF ALL UNPAID FEDERAL, STATE AND LOCAL INCOME, EXCISE,
PROPERTY AND OTHER TAXES, WHETHER OR NOT DISPUTED, OF THE COMPANY AND ITS
SUBSIDIARIES,
ACCRUED FOR OR APPLICABLE TO THE PERIOD AND ON THE DATES OF SUCH
FINANCIAL STATEMENTS AND ALL YEARS AND PERIODS PRIOR THERETO AND FOR WHICH THE
COMPANY,
AND COMPANY'S SUBSIDIARIES MAY BE LIABLE IN THEIR OWN RIGHT OR AS
TRANSFEREE OF THE ASSETS OF, OR AS SUCCESSOR TO, ANY OTHER PERSON.
5.23
SUBSIDIARIES.
THE COMPANY HAS NOT ISSUED, AND DOES NOT HAVE
OUTSTANDING, ANY WARRANTS, OPTIONS, RIGHTS OR OTHER OBLIGATIONS TO ISSUE OR
PURCHASE ANY SHARES OF ITS CAPITAL STOCK OR OTHER SECURITIES.
THE OUTSTANDING
SHARES OF CAPITAL STOCK OF THE COMPANY HAVE BEEN DULY AUTHORIZED AND VALIDLY
ISSUED AND ARE FULLY PAID AND NONASSESSABLE.
31
5.24
HOLDING COMPANY.
THE COMPANY IS NOT A "HOLDING COMPANY" OR A
"SUBSIDIARY COMPANY" OF A "HOLDING COMPANY" WITHIN THE MEANING OF THE PUBLIC
UTILITY HOLDING COMPANY ACT OF 1935, AS AMENDED.
6.
AFFIRMATIVE COVENANTS.
The Company hereby covenants and agrees with the Lender that, so long as the
Commitment is outstanding or there remain any Obligations of the Company to be
paid or performed under this Agreement or under any other Loan Document, the
Company shall:
6.1
PAYMENT OF NOTE.
PUNCTUALLY PAY OR CAUSE TO BE PAID THE PRINCIPAL
OF, INTEREST ON AND ALL OTHER AMOUNTS PAYABLE HEREUNDER AND UNDER THE NOTE IN
ACCORDANCE WITH THE TERMS THEREOF.
6.2
FINANCIAL STATEMENTS AND OTHER REPORTS.
DELIVER OR CAUSE TO BE
DELIVERED TO THE LENDER:
(A)
AS SOON AS AVAILABLE AND IN ANY EVENT WITHIN THIRTY (30) DAYS
AFTER THE END OF EACH CALENDAR MONTH, STATEMENTS OF INCOME AND CHANGES IN
STOCKHOLDERS' EQUITY AND CASH FLOW OF THE COMPANY AND, IF APPLICABLE, COMPANY'S
SUBSIDIARIES, ON A CONSOLIDATED AND CONSOLIDATING BASIS FOR THE IMMEDIATELY
PRECEDING MONTH, AND RELATED BALANCE SHEET AS AT THE END OF THE IMMEDIATELY
PRECEDING MONTH, ALL IN REASONABLE DETAIL, PREPARED IN ACCORDANCE WITH GAAP
APPLIED ON A CONSISTENT BASIS, AND CERTIFIED AS TO THE FAIRNESS OF PRESENTATION
BY THE PRESIDENT AND CHIEF FINANCIAL OFFICER OF THE COMPANY, SUBJECT, HOWEVER,
TO YEAR-END AUDIT ADJUSTMENTS.
(B)
AS SOON AS AVAILABLE AND