BORROWER HAS NOT DONE BUSINESS UNDER ANY NAME OTHER THAN THAT
SPECIFIED ON THE SIGNATURE PAGE HEREOF, AND ITS EXACT LEGAL NAME IS AS SET FORTH
IN THE FIRST PARAGRAPH OF THIS AGREEMENT.
THE CHIEF EXECUTIVE OFFICE OF
BORROWER IS LOCATED IN THE CHIEF EXECUTIVE OFFICE STATE AT THE ADDRESS INDICATED
IN SECTION 10 HEREOF.
5.6
LITIGATION.
EXCEPT AS SET FORTH IN THE SCHEDULE, THERE ARE NO ACTIONS OR
PROCEEDINGS PENDING BY OR AGAINST BORROWER OR ANY SUBSIDIARY BEFORE ANY COURT OR
ADMINISTRATIVE AGENCY IN WHICH AN ADVERSE DECISION WOULD REASONABLY BE EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT.
5.7
NO MATERIAL ADVERSE CHANGE IN FINANCIAL STATEMENTS.
ALL CONSOLIDATED AND
CONSOLIDATING FINANCIAL STATEMENTS RELATED TO ANY OF THE BORROWER PARTIES THAT
ARE DELIVERED BY OR ON BEHALF OF ANY BORROWER PARTY TO BANK FAIRLY PRESENT IN
ALL MATERIAL RESPECTS BORROWER'S AND PARENT'S CONSOLIDATED AND CONSOLIDATING
FINANCIAL CONDITION AS OF THE DATE THEREOF AND BORROWER'S AND PARENT'S
CONSOLIDATED AND CONSOLIDATING RESULTS OF OPERATIONS FOR THE PERIOD THEN ENDED.
THERE HAS NOT BEEN A MATERIAL ADVERSE CHANGE IN THE CONSOLIDATED OR IN THE
CONSOLIDATING FINANCIAL CONDITION OF BORROWER SINCE THE DATE OF THE MOST RECENT
OF SUCH FINANCIAL STATEMENTS SUBMITTED TO BANK.
5.8
SOLVENCY, PAYMENT OF DEBTS.
BORROWER IS ABLE TO PAY ITS DEBTS (INCLUDING
TRADE DEBTS) AS THEY MATURE; THE FAIR SALEABLE VALUE OF BORROWER'S ASSETS
(INCLUDING GOODWILL MINUS DISPOSITION COSTS) EXCEEDS THE FAIR VALUE OF ITS
LIABILITIES (EXCLUDING INTERCOMPANY LIABILITIES TO PARENT); AND BORROWER IS NOT
LEFT WITH UNREASONABLY SMALL CAPITAL AFTER THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.
5.9
COMPLIANCE WITH LAWS AND REGULATIONS.
BORROWER AND EACH SUBSIDIARY HAVE
MET THE MINIMUM FUNDING REQUIREMENTS OF ERISA WITH RESPECT TO ANY EMPLOYEE
BENEFIT PLANS SUBJECT TO ERISA.
NO EVENT HAS OCCURRED RESULTING FROM BORROWER'S
FAILURE TO COMPLY WITH ERISA THAT IS REASONABLY LIKELY
TO RESULT IN BORROWER'S INCURRING ANY LIABILITY THAT COULD HAVE A MATERIAL
ADVERSE EFFECT.
BORROWER IS NOT AN "INVESTMENT COMPANY" OR A COMPANY
"CONTROLLED" BY AN "INVESTMENT COMPANY" WITHIN THE MEANING OF THE INVESTMENT
COMPANY ACT OF 1940.
BORROWER IS NOT ENGAGED PRINCIPALLY, OR AS ONE OF THE
IMPORTANT ACTIVITIES, IN THE BUSINESS OF EXTENDING CREDIT FOR THE PURPOSE OF
PURCHASING OR CARRYING MARGIN STOCK (WITHIN THE MEANING OF REGULATIONS T AND U
OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM).
BORROWER HAS COMPLIED
IN ALL MATERIAL RESPECTS WITH ALL THE PROVISIONS OF THE FEDERAL FAIR LABOR
STANDARDS ACT.
BORROWER IS IN COMPLIANCE WITH ALL ENVIRONMENTAL LAWS,
REGULATIONS AND ORDINANCES EXCEPT WHERE THE FAILURE TO COMPLY IS NOT REASONABLY
LIKELY TO HAVE A MATERIAL ADVERSE EFFECT.
BORROWER HAS NOT VIOLATED ANY
STATUTES, LAWS, ORDINANCES OR RULES APPLICABLE TO IT, THE VIOLATION OF WHICH
WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
BORROWER AND
EACH SUBSIDIARY HAVE FILED OR CAUSED TO BE FILED ALL TAX RETURNS REQUIRED TO BE
FILED, AND HAVE PAID, OR HAVE MADE ADEQUATE PROVISION FOR THE PAYMENT OF, ALL
TAXES REFLECTED THEREIN EXCEPT THOSE BEING CONTESTED IN GOOD FAITH WITH