Common use of Financial and Other Covenants Clause in Contracts

Financial and Other Covenants. The Borrower agrees that for so long as the Notes or any other sums due from the Borrower to the Lender under this Agreement or any of the Security Documents, or interest thereon, remain unpaid, the Borrower: (a) Shall remain a corporation, duly incorporated and in good standing under the laws of its respective jurisdiction of incorporation; shall not change its chief place of business or its office for the keeping of its records relating to this Agreement and any security referred to herein; and shall maintain a fiscal year ending December 31; (b) Shall pay, or cause to be paid, the principal of, and the interest on, all indebtedness permitted under Section 4.2(c), heretofore or hereafter incurred or assumed by it, or in respect of which it shall otherwise be or become liable when and as the same shall become due and payable and will faithfully observe, perform and discharge all of the covenants, conditions, and obligations which are imposed on it by any and all indentures and other agreements or documents evidencing or securing such indebtedness or pursuant to which such indebtedness is issued, and will not permit to occur any act or omission which is or may be declared to be a default under any such indenture, agreement, or document; (c) Shall not, without the prior written consent of the Lender: (1) Declare or pay any dividend in cash or otherwise make any other distribution on or with respect to shares of its capital stock, or set apart or cause or permit to be set apart any sums or property for such purpose, or redeem, purchase or otherwise acquire directly or indirectly any shares of its capital stock; (2) Make any loan or advance to any other person, firm, corporation, or enterprise or assume, guarantee, endorse, agree to purchase, or repurchase or provide funds in respect of, or otherwise become or be or remain, directly or contingently liable upon any indebtedness, obligation, or dividend of, any other person, firm, corporation, or enterprise, except for endorsement of negotiable instruments for deposit or collection in the ordinary course of business; (3) Purchase or otherwise acquire or invest in any obligation, stock, or other security of (other than marketable direct obligations of the United States and the agencies thereof, or certificates of deposit, time deposits, or bankers' acceptances of prime banks denominated in dollars), or make any capital contribution to, any other person, firm, corporation, or enterprise; (4) Create, assume, incur, or in any manner become or remain liable in respect of (A) any indebtedness for borrowed money, (B) any rental or lease payments under leases of property for periods in excess of twelve (12) months or (C) any obligation for the deferred purchase price of property or any commitment or obligation of a capital nature except for repairs and replacement parts for, or additions to, any real property owned by the Borrower and except (X) indebtedness to the Lender incurred pursuant to the terms of this Agreement or (Y) indebtedness to the Guarantor provided such indebtedness to the Guarantor is by its terms subordinated, upon the happening of an Event of Default (as defined in Section 5.1 below), to the prior payment in full of the Loan and the Note, and any other indebtedness of the Borrower to the Lender pursuant to the terms of this Agreement and no payment on account of such indebtedness to the Guarantor shall be made by the Borrower so long as an Event of Default or an event which with the passage of time or the giving of notice or both would constitute an Event of Default, shall have occurred and be continuing. (5) Create, assume, incur, or permit to exist any security interest, lien, charge, or encumbrance on, or enter into any pledge or sale or conditional sale, or title retention agreement with respect to the Vehicle; (6) Consolidate with or merge into any other person, firm or corporation or permit any other person, firm, or corporation to consolidate with or merge into it, or sell, lease, assign, transfer, or otherwise dispose of (other than by a transaction permitted under clause (2)), whether in one transaction or a series of transactions, any of its assets if the aggregate value thereof represents a material part of the aggregate value of all of its assets; or (7) Issue or sell any of its authorized but unissued capital stock to any person, other than the Guarantor; (d) Shall: (1) Keep proper books of record and accounts in which full and correct entries shall be made of all dealings or transactions in relation to this Agreement, and any applicable instrument, agreement or document referred to herein to which it is, or it shall be a party, and its properties, business and affairs in accordance with generally accepted accounting principles consistently applied; (2) Permit the Lender, or its authorized representatives, promptly upon request, to make such reasonable, material, and pertinent inspection, examination and audit of its properties, books, records, and accounts, and to take such information therefrom and to make such transcripts and copies thereof, as such Lender, or its authorized representatives, may reasonably deem necessary or appropriate in connection with the performance of its duties and functions under this Agreement, and any applicable instrument, agreement, or document referred to herein to which it is or it shall be a party; (3) Permit the Lender, or its authorized representatives, promptly upon request, to discuss the Borrower's affairs with its officers and representatives; (e) Shall deliver to the Lender, in as many copies as the Lender shall reasonably request, the following: (1) Within one hundred twenty (120) days after the end of each fiscal year, its balance sheet as of the end of such fiscal year, and the related statements of income, retained earnings, capital surplus, and changes in financial position for such fiscal year, all in reasonable detail, prepared in accordance with generally accepted accounting principles consistently applied, fairly presenting its financial condition as of each such date and the results of operations for the period then ended, accompanied by a report of [firm name] or other independent certified public accountants acceptable to the Lender certifying that they have examined such balance sheet and statements and giving their opinion thereof; such report shall also be accompanied by a statement of such independent certified public accountants that in making the examination necessary in connection with such report, they have obtained no knowledge of any default in the fulfillment of the terms, covenants and conditions of this Agreement, or any applicable instrument, agreement or document referred to herein to which it is or shall be a party, or if such independent certified public accountants shall have obtained from such examination knowledge of any such default, they shall disclose in such statement the default or defaults and the nature thereof; (2) Within ninety (90) days after each quarter of each fiscal year, its balance sheet as of the end of such quarter, and the related statements of income, retained earnings and capital surplus for the period then ending, all in reasonable detail prepared in accordance with generally accepted accounting principles in the United States consistently applied, fairly presenting its financial condition as of each such date and the results of operations for the period then ended, unaudited but certified as correct by the principal accounting officer of the Borrower [or of the Guarantor] to the best of their knowledge and belief; (3) Such other information relating to its financial condition and operations, and to any other matters pertaining to this Agreement, or any applicable instrument, agreement, or document referred to herein to which it is or shall be a party, or to the real estate, as the Lender shall, in its sole judgment, from time-to-time reasonably request; (4) Within sixty (60) days after each quarter of each fiscal year, a certificate, executed by a duly authorized officer of the Borrower, in form and substance satisfactory to the Lender, to the effect that the Borrower is in full compliance with this Article IV and that no Event of Default and no event which with the passage of time or giving of notice, or both, would constitute such an Event of Default shall have occurred and be continuing; (f) Shall take any and all action as may be required to maintain as true and correct at all times the representations and warranties made in Section 3.5 and Section 3.7; and (g) Shall promptly give notice in writing to the Lender of all litigation and of all proceedings before any governmental or regulatory agency which, if adversely determined, would materially affect its condition, financial or otherwise.

Financial and Other Covenants. The Borrower (a) Lessee hereby represents, warrants and agrees that for so long with Lessor and any Assignee as the Notes or any other sums due from the Borrower to the Lender under this Agreement or any of the Security Documents, or interest thereon, remain unpaid, the Borrowerfollows: (a1) Shall remain Lessee is a corporationlegal entity, duly incorporated organized, validly existing and in good standing under the laws of its respective the jurisdiction of incorporation; shall not change its chief place of business or its office for organization and in each jurisdiction where the keeping of its records relating Equipment will be located and has adequate power to this Agreement enter into and any security referred to herein; perform the Master Lease and shall maintain a fiscal year ending December 31; (b) Shall pay, or cause to be paid, the principal of, and the interest on, all indebtedness permitted under Section 4.2(c), heretofore or hereafter incurred or assumed by it, or in respect of which it shall otherwise be or become liable when and as the same shall become due and payable and will faithfully observe, perform and discharge all of the covenants, conditions, and obligations which are imposed on it by any and all indentures and other agreements or documents evidencing or securing such indebtedness or pursuant to which such indebtedness is issued, and will not permit to occur any act or omission which is or may be declared to be a default under any such indenture, agreement, or document; (c) Shall not, without the prior written consent of the Lender: (1) Declare or pay any dividend in cash or otherwise make any other distribution on or with respect to shares of its capital stock, or set apart or cause or permit to be set apart any sums or property for such purpose, or redeem, purchase or otherwise acquire directly or indirectly any shares of its capital stock;each Schedule. (2) Make any loan or advance to any other personThe Master Lease and each Schedule have been duly authorized, firmexecuted and delivered by Lessee, corporationand constitute valid, or enterprise or assumelegal and binding agreements of Lessee, guarantee, endorse, agree to purchase, or repurchase or provide funds enforceable in respect of, or otherwise become or be or remain, directly or contingently liable upon any indebtedness, obligation, or dividend of, any other person, firm, corporation, or enterprise, except for endorsement of negotiable instruments for deposit or collection in the ordinary course of business;accordance with their terms. (3) Purchase The entering into and performance of the Master Lease and each Schedule does not and will not violate any judgment, order, law or otherwise acquire regulation applicable to Lessee or invest any provision of Lessee's Articles of Incorporation or Bylaws, or result in any obligation, stockbreach of, or other security of (other than marketable direct obligations of the United States and the agencies thereofconstitute a default under, or certificates result in the creation of depositany lien, time depositscharge, security interest or bankers' acceptances other encumbrance upon any assets of prime banks denominated in dollars), Lessee or make on the Equipment pursuant to any capital contribution to, any other person, firm, corporation, instrument to which Lessee is a party or enterprise;by which it or its assets may be bound. (4) CreateThere are no actions, assume, incursuits or proceedings pending, or in to the knowledge of Lessee threatened, before any manner become court, administrative agency, arbitrator or remain liable in respect of (A) governmental body which will, if determined adversely to Lessee, materially adversely affect its ability to perform its obligations under this Master Lease, any indebtedness for borrowed money, (B) any rental or lease payments under leases of property for periods in excess of twelve (12) months or (C) any obligation for the deferred purchase price of property Schedule or any commitment or obligation of related agreement to which it is a capital nature except for repairs and replacement parts for, or additions to, any real property owned by the Borrower and except (X) indebtedness to the Lender incurred pursuant to the terms of this Agreement or (Y) indebtedness to the Guarantor provided such indebtedness to the Guarantor is by its terms subordinated, upon the happening of an Event of Default (as defined in Section 5.1 below), to the prior payment in full of the Loan and the Note, and any other indebtedness of the Borrower to the Lender pursuant to the terms of this Agreement and no payment on account of such indebtedness to the Guarantor shall be made by the Borrower so long as an Event of Default or an event which with the passage of time or the giving of notice or both would constitute an Event of Default, shall have occurred and be continuingparty. (5) CreateNo consent or approval of, assumegiving of notice to, incurregistration with, or permit to exist taking of any security interestother action in respect of any state, lien, charge, federal or encumbrance on, other governmental authority or enter into any pledge or sale or conditional sale, or title retention agreement agency is required with respect to the Vehicle;execution, delivery and performance by Lessee of the Master Lease or any Schedule, or, if any such approval, notice, registration or action is required, it has been obtained. (6) Consolidate Prior to and during the Lease Term, Lessee will furnish Lessor with or merge into Lessee's audited financial statements. If Lessee is a subsidiary of another company, Lessee shall supply such company's financial statements and guarantees as are reasonably acceptable to Lessor. Lessor's obligation to perform under any other personLease is subject to the condition that the financial statements furnished to Lessor by Lessee present the financial condition and results of operations of Lessee and its affiliated corporations, firm or corporation or permit any other person, firm, or corporation to consolidate with or merge into it, or sell, lease, assign, transfer, or otherwise dispose of (other than by a transaction permitted under clause (2)), whether in one transaction or a series of transactions, any of its assets if the aggregate value thereof represents a material part of the aggregate value of all of its assets; or (7) Issue or sell any of its authorized but unissued capital stock to any person, other than the Guarantor; (d) Shall: (1) Keep proper books of record and accounts in which full and correct entries shall be made of all dealings or transactions in relation to this Agreementany, and any applicable instrumentguarantor of Lessee's obligations under any Lease, agreement or document referred to herein to which it is, or it shall be a party, and its properties, business and affairs in accordance with generally accepted accounting principles consistently applied; (2) Permit the Lender, or its authorized representatives, promptly upon request, to make such reasonable, material, and pertinent inspection, examination and audit of its properties, books, records, and accounts, and to take such information therefrom and to make such transcripts and copies thereof, as such Lender, or its authorized representatives, may reasonably deem necessary or appropriate in connection with the performance of its duties and functions under this Agreement, and any applicable instrument, agreement, or document referred to herein to which it is or it shall be a party; (3) Permit the Lender, or its authorized representatives, promptly upon request, to discuss the Borrower's affairs with its officers and representatives; (e) Shall deliver to the Lender, in as many copies as the Lender shall reasonably request, the following: (1) Within one hundred twenty (120) days after the end of each fiscal year, its balance sheet as of the end date of such fiscal yearfinancial statements, and that since the related date of such statements of income, retained earnings, capital surplus, and there have been no material adverse changes in financial position for such fiscal yearthe assets or liabilities, all in reasonable detail, prepared in accordance with generally accepted accounting principles consistently applied, fairly presenting its the financial condition as or other condition which in Lessor's or Assignee's sole discretion are deemed to be materially adverse. (b) Upon Lessor's request, Lessee shall, with respect to each Lease, deliver to Lessor (i) a certificate of each such date a secretarial officer of Lessee certifying the bylaw, resolution (specific or general) or corporate action authorizing the transaction contemplated in the Lease; (ii) an incumbency certificate certifying that the person signing this Master Lease and the results Schedule holds the office the person purports to hold and has authority to sign on behalf of operations for the period then ended, accompanied by a report Lessee; (iii) an opinion of [firm name] or other independent certified public accountants acceptable counsel with respect to the Lender certifying that they have examined such balance sheet and statements and giving their opinion thereof; such report shall also be accompanied by a statement of such independent certified public accountants that representations in making the examination necessary this Section 24, (iv) an agreement with Lessor's Assignee with regard to any assignment as referred to in connection with such reportSubsection 20(b), they have obtained no knowledge of any default (v) purchase documents if Lessee has sold or assigned its interest in the fulfillment Equipment to Lessor, (vi) an insurance certificate evidencing the insurance provided by Lessee pursuant to Section 12; and (vii) Certificate of the terms, covenants and conditions of this Agreement, or any applicable instrument, agreement or document referred to herein to which it is or shall be a party, or if such independent certified public accountants shall have obtained from such examination knowledge of any such default, they shall disclose in such statement the default or defaults and the nature thereof;Acceptance(s) duly executed by Lessee. (2c) Within ninety (90) days after each quarter The foregoing representations, warranties and agreements shall continue throughout the Lease Term and shall, upon request of each fiscal year, its balance sheet as of the end of such quarter, and the related statements of income, retained earnings and capital surplus for the period then ending, all in reasonable detail prepared in accordance with generally accepted accounting principles in the United States consistently applied, fairly presenting its financial condition as of each such date and the results of operations for the period then ended, unaudited but certified as correct by the principal accounting officer of the Borrower [or of the Guarantor] to the best of their knowledge and belief; (3) Such other information relating to its financial condition and operations, and Lessor be made to any other matters pertaining to this Agreement, or any applicable instrument, agreement, or document referred to herein to which it is or shall be a party, or to the real estate, as the Lender shall, in its sole judgment, from time-to-time reasonably request; (4) Within sixty (60) days after each quarter of each fiscal year, a certificate, executed by a duly authorized officer of the Borrower, in form and substance satisfactory to the Lender, to the effect that the Borrower is in full compliance with this Article IV and that no Event of Default and no event which with the passage of time or giving of notice, or both, would constitute such an Event of Default shall have occurred and be continuing; (f) Shall take any and all action as may be required to maintain as true and correct at all times the representations and warranties made in Section 3.5 and Section 3.7; and (g) Shall promptly give notice in writing to the Lender of all litigation and of all proceedings before any governmental or regulatory agency which, if adversely determined, would materially affect its condition, financial or otherwiseAssignee.

Financial and Other Covenants. The Borrower agrees that for so long as the Notes or any other sums due from the Borrower to the Lender under this Agreement or any of the Security Documents, or interest thereon, remain unpaid, the Borrower: (a) : Shall remain a corporation, duly incorporated and in good standing under the laws of its respective jurisdiction of incorporation; shall not change its chief place of business or its office for the keeping of its records relating to this Agreement and any security referred to herein; and shall maintain a fiscal year ending December 31; (b) ; Shall pay, or cause to be paid, the principal of, and the interest on, all indebtedness permitted under Section 4.2(c), heretofore or hereafter incurred or assumed by it, or in respect of which it shall otherwise be or become liable when and as the same shall become due and payable and will faithfully observe, perform and discharge all of the covenants, conditions, and obligations which are imposed on it by any and all indentures and other agreements or documents evidencing or securing such indebtedness or pursuant to which such indebtedness is issued, and will not permit to occur any act or omission which is or may be declared to be a default under any such indenture, agreement, or document; (c) ; Shall not, without the prior written consent of the Lender: (1) : Declare or pay any dividend in cash or otherwise make any other distribution on or with respect to shares of its capital stock, or set apart or cause or permit to be set apart any sums or property for such purpose, or redeem, purchase or otherwise acquire directly or indirectly any shares of its capital stock; (2) ; Make any loan or advance to any other person, firm, corporation, or enterprise or assume, guarantee, endorse, agree to purchase, or repurchase or provide funds in respect of, or otherwise become or be or remain, directly or contingently liable upon any indebtedness, obligation, or dividend of, any other person, firm, corporation, or enterprise, except for endorsement of negotiable instruments for deposit or collection in the ordinary course of business; (3) ; Purchase or otherwise acquire or invest in any obligation, stock, or other security of (other than marketable direct obligations of the United States and the agencies thereof, or certificates of deposit, time deposits, or bankers' acceptances of prime banks denominated in dollars), or make any capital contribution to, any other person, firm, corporation, or enterprise; (4) ; Create, assume, incur, or in any manner become or remain liable in respect of of (A) any indebtedness for borrowed money, (B) any rental or lease payments under leases of property for periods in excess of twelve (12) months or (C) any obligation for the deferred purchase price of property or any commitment or obligation of a capital nature except for repairs and replacement parts for, or additions to, any real property owned by the Borrower and except (X) indebtedness to the Lender incurred pursuant to the terms of this Agreement or (Y) indebtedness to the Guarantor provided such indebtedness to the Guarantor is by its terms subordinated, upon the happening of an Event of Default (as defined in Section 5.1 below), to the prior payment in full of the Loan and the Note, and any other indebtedness of the Borrower to the Lender pursuant to the terms of this Agreement and no payment on account of such indebtedness to the Guarantor shall be made by the Borrower so long as an Event of Default or an event which with the passage of time or the giving of notice or both would constitute an Event of Default, shall have occurred and be continuing. (5) . Create, assume, incur, or permit to exist any security interest, lien, charge, or encumbrance on, or enter into any pledge or sale or conditional sale, or title retention agreement with respect to the Vehicle; (6) ; Consolidate with or merge into any other person, firm or corporation or permit any other person, firm, or corporation to consolidate with or merge into it, or sell, lease, assign, transfer, or otherwise dispose of (other than by a transaction permitted under clause (2)), whether in one transaction or a series of transactions, any of its assets if the aggregate value thereof represents a material part of the aggregate value of all of its assets; or (7) or Issue or sell any of its authorized but unissued capital stock to any person, other than the Guarantor; (d) ; Shall: (1) : Keep proper books of record and accounts in which full and correct entries shall be made of all dealings or transactions in relation to this Agreement, and any applicable instrument, agreement or document referred to herein to which it is, or it shall be a party, and its properties, business and affairs in accordance with generally accepted accounting principles consistently applied; (2) ; Permit the Lender, or its authorized representatives, promptly upon request, to make such reasonable, material, and pertinent inspection, examination and audit of its properties, books, records, and accounts, and to take such information therefrom and to make such transcripts and copies thereof, as such Lender, or its authorized representatives, may reasonably deem necessary or appropriate in connection with the performance of its duties and functions under this Agreement, and any applicable instrument, agreement, or document referred to herein to which it is or it shall be a party; (3) ; Permit the Lender, or its authorized representatives, promptly upon request, to discuss the Borrower's affairs with its officers and representatives; (e) Shall ; Xxxxx deliver to the Lender, in as many copies as the Lender shall reasonably request, the following: (1) : Within one hundred twenty (120) days after the end of each fiscal year, its balance sheet as of the end of such fiscal year, and the related statements of income, retained earnings, capital surplus, and changes in financial position for such fiscal year, all in reasonable detail, prepared in accordance with generally accepted accounting principles consistently applied, fairly presenting its financial condition as of each such date and the results of operations for the period then ended, accompanied by a report of [firm name] or other independent certified public accountants acceptable to the Lender certifying that they have examined such balance sheet and statements and giving their opinion thereof; such report shall also be accompanied by a statement of such independent certified public accountants that in making the examination necessary in connection with such report, they have obtained no knowledge of any default in the fulfillment of the terms, covenants and conditions of this Agreement, or any applicable instrument, agreement or document referred to herein to which it is or shall be a party, or if such independent certified public accountants shall have obtained from such examination knowledge of any such default, they shall disclose in such statement the default or defaults and the nature thereof; (2) ; Within ninety (90) days after each quarter of each fiscal year, its balance sheet as of the end of such quarter, and the related statements of income, retained earnings and capital surplus for the period then ending, all in reasonable detail prepared in accordance with generally accepted accounting principles in the United States consistently applied, fairly presenting its financial condition as of each such date and the results of operations for the period then ended, unaudited but certified as correct by the principal accounting officer of the Borrower [or of the Guarantor] to the best of their knowledge and belief; (3) ; Such other information relating to its financial condition and operations, and to any other matters pertaining to this Agreement, or any applicable instrument, agreement, or document referred to herein to which it is or shall be a party, or to the real estate, as the Lender shall, in its sole judgment, from time-to-time reasonably request; (4) ; Within sixty (60) days after each quarter of each fiscal year, a certificate, executed by a duly authorized officer of the Borrower, in form and substance satisfactory to the Lender, to the effect that the Borrower is in full compliance with this Article IV and that no Event of Default and no event which with the passage of time or giving of notice, or both, would constitute such an Event of Default shall have occurred and be continuing; (f) ; Shall take any and all action as may be required to maintain as true and correct at all times the representations and warranties made in Section 3.5 and Section 3.7; and (g) and Shall promptly give notice in writing to the Lender of all litigation and of all proceedings before any governmental or regulatory agency which, if adversely determined, would materially affect its condition, financial or otherwise.

Financial and Other Covenants. The Borrower (a) Lessee hereby represents, warrants and agrees that for so long with Lessor and any Assignee as the Notes or any other sums due from the Borrower to the Lender under this Agreement or any of the Security Documents, or interest thereon, remain unpaid, the Borrowerfollows: (a1) Shall remain Lessee is a corporationlegal entity, duly incorporated organized, validly existing and in good standing under the laws of its respective the jurisdiction of incorporation; shall not change its chief place of business or its office for organization and in each jurisdiction where the keeping of its records relating Equipment will be located and has adequate power to this Agreement enter into and any security referred to herein; perform the Master Lease and shall maintain a fiscal year ending December 31; (b) Shall pay, or cause to be paid, the principal of, and the interest on, all indebtedness permitted under Section 4.2(c), heretofore or hereafter incurred or assumed by it, or in respect of which it shall otherwise be or become liable when and as the same shall become due and payable and will faithfully observe, perform and discharge all of the covenants, conditions, and obligations which are imposed on it by any and all indentures and other agreements or documents evidencing or securing such indebtedness or pursuant to which such indebtedness is issued, and will not permit to occur any act or omission which is or may be declared to be a default under any such indenture, agreement, or document; (c) Shall not, without the prior written consent of the Lender: (1) Declare or pay any dividend in cash or otherwise make any other distribution on or with respect to shares of its capital stock, or set apart or cause or permit to be set apart any sums or property for such purpose, or redeem, purchase or otherwise acquire directly or indirectly any shares of its capital stock;each Schedule. (2) Make any loan or advance to any other personThe Master Lease and each Schedule have been duly authorized, firmexecuted and delivered by Lessee, corporationand constitute valid, or enterprise or assumelegal and binding agreements of Lessee, guarantee, endorse, agree to purchase, or repurchase or provide funds enforceable in respect of, or otherwise become or be or remain, directly or contingently liable upon any indebtedness, obligation, or dividend of, any other person, firm, corporation, or enterprise, except for endorsement of negotiable instruments for deposit or collection in the ordinary course of business;accordance with their terms. (3) Purchase The entering into and performance of the Master Lease and each Schedule does not and will not violate any judgment, order, law or otherwise acquire regulation applicable to Lessee or invest any provision of Lessee's Articles of Incorporation or Bylaws, or result in any obligation, stockbreach of, or other security of (other than marketable direct obligations of the United States and the agencies thereofconstitute a default under, or certificates result in the creation of depositany lien, time depositscharge, security interest or bankers' acceptances other encumbrance upon any assets of prime banks denominated in dollars), Lessee or make on the Equipment pursuant to any capital contribution to, any other person, firm, corporation, instrument to which Lessee is a party or enterprise;by which it or its assets may be bound. (4) CreateThere are no actions, assume, incursuits or proceedings pending, or in to the knowledge of Lessee threatened, before any manner become court, administrative agency, arbitrator or remain liable in respect of (A) governmental body which will, if determined adversely to Lessee, materially adversely affect its ability to perform its obligations under this Master Lease, any indebtedness for borrowed money, (B) any rental or lease payments under leases of property for periods in excess of twelve (12) months or (C) any obligation for the deferred purchase price of property Schedule or any commitment or obligation of related agreement to which it is a capital nature except for repairs and replacement parts for, or additions to, any real property owned by the Borrower and except (X) indebtedness to the Lender incurred pursuant to the terms of this Agreement or (Y) indebtedness to the Guarantor provided such indebtedness to the Guarantor is by its terms subordinated, upon the happening of an Event of Default (as defined in Section 5.1 below), to the prior payment in full of the Loan and the Note, and any other indebtedness of the Borrower to the Lender pursuant to the terms of this Agreement and no payment on account of such indebtedness to the Guarantor shall be made by the Borrower so long as an Event of Default or an event which with the passage of time or the giving of notice or both would constitute an Event of Default, shall have occurred and be continuingparty. (5) CreateNo consent or approval of, assumegiving of notice to, incurregistration with, or permit to exist taking of any security interestother action in respect of any state, lien, charge, federal or encumbrance on, other governmental authority or enter into any pledge or sale or conditional sale, or title retention agreement agency is required with respect to the Vehicle;execution, delivery and performance by Lessee of the Master Lease or any Schedule, or, if any such approval, notice, registration or action is required, it has been obtained. (6i) Consolidate Within forty-five (45) days after the end of each fiscal quarter, Lessee shall provide Lessor with or merge into any other person, firm or corporation or permit any other person, firm, or corporation to consolidate with or merge into it, or sell, lease, assign, transfer, or otherwise dispose of (other than by a transaction permitted under clause (2)), whether in one transaction or a series of transactions, any of its assets if the aggregate value thereof represents a material part balance sheet and an income statement as of the aggregate value end of all of its assets; or (7) Issue or sell any of its authorized but unissued capital stock to any person, other than the Guarantor; (d) Shall: (1) Keep proper books of record and accounts in which full and correct entries shall be made of all dealings or transactions in relation to this Agreement, and any applicable instrument, agreement or document referred to herein to which it is, or it shall be a party, and its properties, business and affairs such quarter prepared by Lessee's own accounting staff in accordance with generally accepted accounting principles and practices consistently applied; applied (2) Permit the Lender, or its authorized representatives, promptly upon request, to make such reasonable, material, "GAAP"); and pertinent inspection, examination and audit of its properties, books, records, and accounts, and to take such information therefrom and to make such transcripts and copies thereof, as such Lender, or its authorized representatives, may reasonably deem necessary or appropriate in connection with the performance of its duties and functions under this Agreement, and any applicable instrument, agreement, or document referred to herein to which it is or it shall be a party; within ninety (3) Permit the Lender, or its authorized representatives, promptly upon request, to discuss the Borrower's affairs with its officers and representatives; (e) Shall deliver to the Lender, in as many copies as the Lender shall reasonably request, the following: (1) Within one hundred twenty (12090) days after the end of each fiscal year, its Lessee shall provide Lessor with a balance sheet sheet, an income statement, a statement of cash flows and a statement of stockholders equity as of the end of such fiscal year, and the related statements of income, retained earnings, capital surplus, and changes in financial position for such fiscal year, all in reasonable detail, year prepared in accordance with generally accepted GAAP and audited by an independent accounting principles consistently applied, fairly presenting its financial condition as of each such date and the results of operations for the period then ended, accompanied by a report of [firm name] or other independent certified public accountants reasonably acceptable to the Lender certifying Lessor. (ii) Lessor acknowledges that they have examined such balance sheet and statements and giving their opinion thereof; such report shall also be accompanied any non-public information furnished by a statement of such independent certified public accountants that in making the examination necessary in connection with such report, they have obtained no knowledge of any default in the fulfillment of the terms, covenants and conditions of Lessee to Lessor under this Agreement, paragraph (6) or any applicable instrumentother non-public information concerning Lessee's business disclosed by Lessee to Lessor during the Lease Term is confidential and proprietary information of Lessee ("Confidential Information"). Lessor will not disclose the Confidential Information to any third party or use the Confidential Information other than for purposes of evaluating this Lease without Lessee's prior written consent; provided, agreement or document referred to herein to which it is or shall be a party, or if such independent certified public accountants shall have obtained from such examination knowledge of any such default, they shall however that Lessor may disclose in such statement the default or defaults and the nature thereof; (2) Within ninety (90) days after each quarter of each fiscal year, its balance sheet as of the end of such quarter, and the related statements of income, retained earnings and capital surplus for the period then ending, all in reasonable detail prepared in accordance with generally accepted accounting principles in the United States consistently applied, fairly presenting its financial condition as of each such date and the results of operations for the period then ended, unaudited but certified as correct by the principal accounting officer of the Borrower [or of the Guarantor] to the best of their knowledge and belief; (3) Such other information relating Confidential Information to its financial condition and operations, and to any other matters pertaining to this Agreement, or any applicable instrument, agreement, or document referred to herein to which it is or shall be a partyassignee, or to employees or legal and financial representatives of its assignee or its assignee's assignee or potential assignee (collectively, the real estate"Assignee") who are bound to observe the provisions of this paragraph 6 and provided that such individuals or entities only use the Confidential Information for the purposes of evaluating this Lease and do not otherwise use or disclose the Confidential Information. If Lessor or Assignee are compelled to disclose any Confidential Information either by judicial or administrative process, as or in the Lender reasonable opinion of its counsel, by other requirements of law, Lessor or Assignee shall, in its sole judgment, from time-to-time reasonably request; (4) Within sixty (60) days after each quarter of each fiscal year, a certificate, executed by a duly authorized officer of the Borrower, in form and substance satisfactory to the Lender, to the effect extent reasonably practical, notify Lessee in advance of such disclosure. Notwithstanding anything to the contrary set forth herein, any Confidential Information in the public domain through no fault of Lessor or Assignee later acquired by Lessor or Assignee from other sources not in violation of any similar confidentiality agreement, need not be held in confidence as provided hereunder. (b) Upon Lessor's request, Lessee shall, with respect to each Lease, deliver to Lessor (i) a certificate of a secretarial officer of Lessee certifying the bylaw, resolution (specific or general) or corporate action authorizing the transaction contemplated in the Lease; (ii) an incumbency certificate certifying that the Borrower is person signing this Master Lease and the Schedule holds the office the person purports to hold and has authority to sign on behalf of Lessee; (iii) an opinion of counsel with respect to the representations in full compliance this Section 24; (iv) an agreement with this Article IV Lessor's Assignee with regard to any assignment as referred to in Subsection 20(b); (v) purchase documents if Lessee has sold or assigned its interest in the Equipment to Lessor; (vi) an insurance certificate evidencing the insurance provided by Lessee pursuant to Section 12; and that no Event (vii) Certificate of Default and no event which with the passage of time or giving of notice, or both, would constitute such an Event of Default shall have occurred and be continuing;Acceptance(s) duly executed by Lessee. (fc) Shall take The foregoing representations, warranties and agreements shall continue throughout the Lease Term and shall, upon request of Lessor, be made to any and all action as may be required to maintain as true and correct at all times the representations and warranties made in Section 3.5 and Section 3.7; and (g) Shall promptly give notice in writing to the Lender of all litigation and of all proceedings before any governmental or regulatory agency which, if adversely determined, would materially affect its condition, financial or otherwiseAssignee.