MORE THAN $50,000.00, (B) GOODWILL AND (C) INTELLECTUAL
PROPERTY WHICH IS IMMATERIAL TO THE BUSINESS OF THE BORROWER AND/OR ITS
SUBSIDIARIES.
6
AFFIRMATIVE COVENANTS
Borrower shall do all of the following:
6.1
GOVERNMENT COMPLIANCE.
(A)
SUBJECT TO SECTIONS 7.2 AND 7.3, MAINTAIN
ITS AND ALL ITS 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.
BORROWER SHALL COMPLY,
AND HAVE EACH SUBSIDIARY COMPLY, WITH ALL LAWS, ORDINANCES AND REGULATIONS TO
WHICH IT IS SUBJECT, NONCOMPLIANCE WITH WHICH COULD HAVE A MATERIAL ADVERSE
EFFECT ON BORROWER'S BUSINESS.
(B)
OBTAIN ALL OF THE GOVERNMENTAL APPROVALS
NECESSARY FOR THE PERFORMANCE BY BORROWER OF ITS OBLIGATIONS UNDER THE LOAN
DOCUMENTS TO WHICH IT IS A PARTY AND THE GRANT OF A SECURITY INTEREST TO BANK IN
ALL OF ITS PROPERTY.
BORROWER SHALL PROMPTLY PROVIDE COPIES OF ANY SUCH
OBTAINED GOVERNMENTAL APPROVALS TO BANK.
6.2
FINANCIAL STATEMENTS, REPORTS, CERTIFICATES.
(A)
BORROWER SHALL PROVIDE BANK WITH THE
FOLLOWING:
(I)
UPON EACH REQUEST FOR A CREDIT EXTENSION
AND, IN ALL EVENTS, WITHIN THIRTY (30) DAYS AFTER THE END OF EACH MONTH A
TRANSACTION REPORT (AND ANY SCHEDULES RELATED THERETO INCLUDING, BUT NOT LIMITED
TO, A SCHEDULE OF ANY LITIGATION OF THE TYPE DESCRIBED IN SECTION 5.4 WHICH MAY
ARISE OR BE THREATENED FROM AND AFTER THE EFFECTIVE DATE);
(II)
WITHIN THIRTY (30) DAYS AFTER THE END OF
EACH MONTH, (A) MONTHLY ACCOUNTS RECEIVABLE AGINGS, AGED BY INVOICE DATE,
(B) MONTHLY ACCOUNTS PAYABLE AGINGS, AGED BY INVOICE DATE, AND OUTSTANDING OR
HELD CHECK REGISTERS, IF ANY, (C) MONTHLY RECONCILIATIONS OF ACCOUNTS RECEIVABLE
AGINGS (AGED BY INVOICE DATE), TRANSACTION REPORTS AND GENERAL LEDGER, AND
(D) MONTHLY INVENTORY REPORTS FOR INVENTORY VALUED ON A FIRST-IN, FIRST-OUT
BASIS AT THE LOWER OF COST OR MARKET (IN ACCORDANCE WITH GAAP), INVENTORY
BACKLOG REPORTS, OR SUCH OTHER INVENTORY REPORTS AS ARE REQUESTED BY BANK IN ITS
GOOD FAITH BUSINESS JUDGMENT;
(III)
WITHIN FORTY-FIVE (45) DAYS AFTER THE END OF
EACH FISCAL QUARTER OF BORROWER, A COMPLIANCE CERTIFICATE SIGNED BY A
RESPONSIBLE OFFICER, CERTIFYING THAT AS OF THE END OF SUCH QUARTER, BORROWER WAS
IN FULL COMPLIANCE WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND
SETTING FORTH CALCULATIONS SHOWING COMPLIANCE WITH THE FINANCIAL COVENANTS SET
FORTH IN THIS AGREEMENT AND SUCH OTHER INFORMATION AS BANK SHALL REASONABLY
REQUEST, INCLUDING, WITHOUT LIMITATION, A STATEMENT THAT AT THE END OF SUCH
QUARTER THERE WERE NO HELD CHECKS;
9
(IV)
AS SOON AS AVAILABLE, AND IN ANY EVENT WITHIN
FORTY-FIVE (45) DAYS AFTER THE END OF EACH FISCAL QUARTER OF BORROWER, QUARTERLY
UNAUDITED FINANCIAL STATEMENTS, PREPARED ON A CONSOLIDATED AND CONSOLIDATING (IN
A MANNER REASONABLY SATISFACTORY TO BANK) BASIS;
(V)
WITHIN SIXTY (60) DAYS AFTER THE END OF EACH
FISCAL YEAR OF BORROWER, (A) ANNUAL OPERATING BUDGETS (INCLUDING INCOME
STATEMENTS, BALANCE SHEETS AND CASH FLOW STATEMENTS, BY QUARTER) FOR THE THEN
CURRENT FISCAL YEAR