OR, TO THE BEST OF
PLEDGOR'S KNOWLEDGE, THREATENED AGAINST OR AFFECTING PLEDGOR OR THE COLLATERAL,
OR ANY PORTION THEREOF, AT LAW OR IN EQUITY OR BEFORE OR BY ANY FEDERAL, STATE,
MUNICIPAL OR OTHER GOVERNMENTAL DEPARTMENT, COMMISSION, BOARD, BUREAU, AGENCY OR
INSTRUMENTALITY, DOMESTIC OR FOREIGN.
6.7
TAXES.
PLEDGOR HAS FILED ALL TAX RETURNS WHICH PLEDGOR IS REQUIRED
TO FILE AND HAS PAID, OR MADE PROVISION FOR THE PAYMENT OF, ALL TAXES WHICH HAVE
OR MAY HAVE BECOME DUE PURSUANT TO SUCH RETURNS OR PURSUANT TO ANY ASSESSMENT
RECEIVED BY PLEDGOR EXCEPT SUCH TAXES, IF ANY,
3
AS ARE BEING CONTESTED IN GOOD FAITH AND AS TO WHICH ADEQUATE RESERVES HAVE BEEN
PROVIDED.
SUCH TAX RETURNS ARE COMPLETE AND ACCURATE IN ALL RESPECTS.
PLEDGOR
DOES NOT KNOW OF ANY PROPOSED ADDITIONAL ASSESSMENT OR BASIS FOR ANY ASSESSMENT
OF ADDITIONAL TAXES.
6.8
ACCURACY OF REPRESENTATIONS AND WARRANTIES.
NO REPRESENTATION OR
WARRANTY BY PLEDGOR CONTAINED HEREIN OR IN ANY CERTIFICATE OR OTHER DOCUMENT
FURNISHED BY PLEDGOR PURSUANT HERETO OR IN CONNECTION HEREWITH FAILS TO CONTAIN
ANY STATEMENT OF MATERIAL FACT NECESSARY TO MAKE SUCH REPRESENTATION OR WARRANTY
NOT MISLEADING IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH IT WAS MADE.
THERE IS
NO FACT WHICH PLEDGOR KNOWS OR SHOULD KNOW AND HAS NOT DISCLOSED TO BANK, WHICH
DOES OR MAY MATERIALLY AND ADVERSELY AFFECT PLEDGOR, OR THE COLLATERAL, OR ANY
PORTION THEREOF.
7.
COVENANTS.
PLEDGOR COVENANTS AND AGREES THAT UNTIL THE BANK
INDEBTEDNESS HAS BEEN PAID IN FULL, PLEDGOR SHALL:
7.1
PAYMENT OF OBLIGATIONS.
PAY, OR CAUSE TO BE PAID, WHEN DUE ALL
AMOUNTS PAYABLE BY PLEDGOR TO BANK.
7.2
ADHERENCE TO DOCUMENTS.
NOT TAKE ANY ACTION PROHIBITED BY THE LOAN
AGREEMENT.
7.3
SALE OF COLLATERAL.
NOT SELL, LEASE, TRANSFER, ASSIGN OR OTHERWISE
DISPOSE OF THE COLLATERAL, OR ANY PORTION THEREOF, WITHOUT THE PRIOR WRITTEN
CONSENT OF BANK.
7.4
CREATION OF LIENS.
NOT CREATE, INCUR OR PERMIT TO EXIST ANY
MORTGAGE, PLEDGE, ENCUMBRANCE, LIEN, SECURITY INTEREST OR CHANGE OF ANY KIND ON
THE COLLATERAL, OR ANY PORTION THEREOF, EXCEPT AS CONTEMPLATED HEREBY.
7.5
AMENDMENT TO ORGANIZATIONAL OR GOVERNING DOCUMENTS.
NOT MAKE ANY
AMENDMENT TO ITS ORGANIZATIONAL OR GOVERNING DOCUMENTS WITHOUT PROVIDING BANK
WITH THIRTY (30) DAY'S PRIOR NOTICE THEREOF.
PLEDGOR WILL PROVIDE BANK WITH A
COPY OF ANY PROPOSED AMENDMENTS TO ANY SUCH DOCUMENTS PRIOR TO ADOPTION.
PLEDGOR WILL NOT CAUSE OR PERMIT ANY CORPORATE DIVISION OR SIMILAR EVENT WITH
RESPECT TO PLEDGOR.
7.6
NAME; ADDRESS OR STATE OF ORGANIZATION CHANGE.
NOT CHANGE ITS NAME
EXCEPT UPON THIRTY (30) DAYS PRIOR WRITTEN NOTICE TO BANK AND DELIVERY TO BANK
OF ANY ITEMS REQUESTED BY BANK TO MAINTAIN PERFECTION AND PRIORITY OF BANK'S
SECURITY INTERESTS.
PLEDGOR SHALL NOT CHANGE ITS STATE OF ORGANIZATION OR TAKE
ANY ACTION WHICH WOULD RESULT IN A CHANGE IN SUCH PLEDGOR'S STATE OF
ORGANIZATION WITHOUT BANK'S PRIOR WRITTEN CONSENT.
7.7
OTHER ACTIONS.
WITHOUT OBTAINING BANK'S PRIOR WRITTEN CONSENT, NOT
TAKE ANY ACTION WHICH WOULD OR COULD RESULT IN (I) THE DISSOLUTION,
CONSOLIDATION OR MERGER OF ANY ISSUER OF THE