BORROWER AND ITS SUBSIDIARIES HAS TIMELY FILED ALL REQUIRED TAX
RETURNS AND REPORTS, AND HAS TIMELY PAID ALL FOREIGN, FEDERAL, STATE AND LOCAL
TAXES, ASSESSMENTS, DEPOSITS AND CONTRIBUTIONS OWED BY BORROWER OR SUCH
SUBSIDIARY.
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, AND (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WITH THEIR TERMS, AND BORROWER HAS NOT WITHDRAWN FROM PARTICIPATION IN, AND HAS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 TO FUND ITS GENERAL BUSINESS
REQUIREMENTS AND NOT FOR PERSONAL, FAMILY, HOUSEHOLD OR AGRICULTURAL PURPOSES.
5.11
FULL DISCLOSURE.
NO WRITTEN REPRESENTATION,
WARRANTY OR OTHER STATEMENT OF BORROWER IN ANY CERTIFICATE OR WRITTEN STATEMENT
GIVEN TO BANK, AS OF THE DATE SUCH REPRESENTATION, WARRANTY, OR OTHER STATEMENT
WAS
8
MADE, TAKEN TOGETHER WITH ALL SUCH WRITTEN CERTIFICATES AND WRITTEN STATEMENTS
GIVEN TO BANK, 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 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).
5.12
DESIGNATION OF OBLIGATIONS AS DESIGNATED SENIOR
INDEBTEDNESS.
ALL OBLIGATIONS, INCLUDING ALL PRINCIPAL, INTEREST (INCLUDING ALL
INTEREST ACCRUING AFTER THE COMMENCEMENT OF ANY BANKRUPTCY OR SIMILAR
PROCEEDING, WHETHER OR NOT A CLAIM FOR POST-PETITION INTEREST IS ALLOWABLE AS A
CLAIM IN ANY SUCH PROCEEDING), AND ALL FEES, COSTS, EXPENSES AND OTHER AMOUNTS
ACCRUED OR DUE UNDER THIS AGREEMENT AND OTHERWISE SHALL AT ALL TIMES CONSTITUTE
"DESIGNATED SENIOR INDEBTEDNESS" UNDER THE TERMS OF THE INDENTURE AND ANY
SIMILAR AGREEMENT.
5.13
SPECIFIC REPRESENTATION REGARDING MATRIX INTEGRATED
SYSTEMS ACQUISITION CORPORATION.
THE SOLE ASSETS OF MATRIX INTEGRATED SYSTEMS
ACQUISITION CORPORATION, A WHOLLY-OWNED SUBSIDIARY OF AXCELIS
TECHNOLOGIES, INC., CONSIST OF (A) TANGIBLE ASSETS HAVING AN AGGREGATE FAIR
MARKET VALUE OF NOT