OR OTHER EQUITY SECURITIES EXCEPT FOR PERMITTED
INVESTMENTS.
5.9
TAX RETURNS AND PAYMENTS; PENSION CONTRIBUTIONS.
BORROWER HAS
TIMELY FILED ALL REQUIRED TAX RETURNS AND REPORTS, AND BORROWER AND ITS
SUBSIDIARIES HAVE TIMELY PAID ALL FOREIGN, FEDERAL, STATE AND LOCAL TAXES,
ASSESSMENTS, DEPOSITS AND CONTRIBUTIONS OWED BY BORROWER.
BORROWER MAY DEFER
PAYMENT OF ANY CONTESTED TAXES, PROVIDED THAT BORROWER (A) IN GOOD FAITH
CONTESTS ITS OBLIGATION TO PAY THE TAXES BY APPROPRIATE PROCEEDINGS PROMPTLY AND
DILIGENTLY INSTITUTED AND CONDUCTED, (B) NOTIFIES BANK IN WRITING OF THE
COMMENCEMENT OF, AND ANY MATERIAL DEVELOPMENT IN, THE PROCEEDINGS, (C) POSTS
BONDS OR TAKES ANY OTHER STEPS REQUIRED TO PREVENT THE GOVERNMENTAL AUTHORITY
LEVYING SUCH CONTESTED TAXES FROM OBTAINING A LIEN UPON ANY OF THE COLLATERAL
THAT IS OTHER THAN A "PERMITTED LIEN".
BORROWER IS UNAWARE OF ANY CLAIMS OR
ADJUSTMENTS PROPOSED FOR ANY OF BORROWER'S PRIOR TAX YEARS WHICH COULD RESULT IN
ADDITIONAL TAXES BECOMING DUE AND PAYABLE BY BORROWER.
BORROWER HAS PAID ALL
AMOUNTS NECESSARY TO FUND ALL PRESENT PENSION, PROFIT SHARING AND DEFERRED
COMPENSATION PLANS IN ACCORDANCE WITH THEIR TERMS, AND BORROWER HAS NOT
WITHDRAWN FROM PARTICIPATION IN, AND HAS NOT PERMITTED PARTIAL OR COMPLETE
TERMINATION OF, OR PERMITTED THE OCCURRENCE OF ANY OTHER EVENT WITH RESPECT TO,
ANY SUCH PLAN WHICH COULD REASONABLY BE EXPECTED TO RESULT IN ANY LIABILITY OF
BORROWER, INCLUDING ANY LIABILITY TO THE PENSION BENEFIT GUARANTY CORPORATION OR
ITS SUCCESSORS OR ANY OTHER GOVERNMENTAL AGENCY.
5.10
USE OF PROCEEDS.
BORROWER SHALL USE THE PROCEEDS OF THE CREDIT
EXTENSIONS SOLELY AS WORKING CAPITAL, AND NOT FOR PERSONAL, FAMILY, HOUSEHOLD OR
AGRICULTURAL PURPOSES.
5.11
EXCLUDED ENTITIES.
(A) THE AGGREGATE VALUE OF CASH AND CASH
EQUIVALENTS HELD BY THE EXCLUDED ENTITIES DOES NOT AND WILL NOT EXCEED, IN THE
AGGREGATE, FIFTY THOUSAND DOLLARS ($50,000.00); AND (B) THE AGGREGATE VALUE OF
THE TANGIBLE PROPERTY HELD BY EACH INDIVIDUAL EXCLUDED ENTITY DOES NOT EXCEED,
IN THE AGGREGATE, TWO HUNDRED THOUSAND DOLLARS ($200,000.00) PER EXCLUDED
ENTITY.
5.12
FULL DISCLOSURE.
NO WRITTEN REPRESENTATION, WARRANTY OR OTHER
STATEMENT OF BORROWER IN ANY CERTIFICATE OR WRITTEN STATEMENT GIVEN TO BANK IN
CONNECTION WITH THIS AGREEMENT, AS OF THE DATE SUCH REPRESENTATIONS, WARRANTIES,
OR OTHER STATEMENTS WERE MADE, TAKEN TOGETHER WITH ALL SUCH WRITTEN CERTIFICATES
AND WRITTEN STATEMENTS GIVEN TO BANK IN CONNECTION WITH THIS AGREEMENT, CONTAINS
ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS TO STATE A MATERIAL FACT
NECESSARY TO MAKE THE STATEMENTS CONTAINED IN THE CERTIFICATES OR STATEMENTS, IN
LIGHT OF THE CIRCUMSTANCES IN WHICH THEY WERE MADE, NOT MISLEADING (IT BEING
RECOGNIZED BY BANK THAT THE PROJECTIONS AND FORECASTS PROVIDED BY BORROWER IN
GOOD FAITH AND BASED UPON REASONABLE ASSUMPTIONS ARE NOT VIEWED AS FACTS AND
THAT ACTUAL RESULTS DURING THE PERIOD OR PERIODS COVERED BY SUCH PROJECTIONS AND
FORECASTS MAY DIFFER FROM THE PROJECTED OR FORECASTED RESULTS).
6
AFFIRMATIVE COVENANTS
Borrower shall do all of the following:
6.1
GOVERNMENT COMPLIANCE.
EXCEPT AS PERMITTED UNDER SECTION 7.3,
MAINTAIN ITS AND ALL ITS SUBSIDIARIES' LEGAL EXISTENCE AND GOOD STANDING IN
THEIR RESPECTIVE JURISDICTIONS