TO, ALL GOVERNMENT AUTHORITIES THAT ARE NECESSARY TO
CONTINUE ITS BUSINESS AS CURRENTLY CONDUCTED,
EXCEPT FOR SUCH CONSENTS,
APPROVALS, AUTHORIZATIONS, DECLARATIONS AND FILINGS THE FAILURE TO OBTAIN OR
MAKE WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON
BORROWER'S BUSINESS OR OPERATIONS.
5.8
SUBSIDIARIES; INVESTMENTS. BORROWER DOES NOT
OWN ANY STOCK, PARTNERSHIP INTEREST 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 IN THE AGGREGATE
IN EXCESS OF TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000.00). 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WITHDRAWN FROM PARTICIPATION IN, AND HAS NOT PERMITTED PARTIAL OR COMPLETE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 REPRESENTATIONS, WARRANTIES, OR OTHER STATEMENTS WERE
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
7
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).
6
AFFIRMATIVE COVENANTS
Borrower shall do all of the following:
6.1
GOVERNMENT COMPLIANCE. MAINTAIN ITS AND ALL
ITS SUBSIDIARIES' LEGAL EXISTENCE AND GOOD STANDING IN THEIR RESPECTIVE
JURISDICTIONS OF FORMATION AND MAINTAIN QUALIFICATION IN EACH JURISDICTION