NONE OF BORROWER'S OR ANY OF ITS SUBSIDIARIES'
PROPERTIES OR ASSETS HAS BEEN USED BY BORROWER OR ANY SUBSIDIARY OR, TO THE BEST
OF BORROWER'S KNOWLEDGE, BY PREVIOUS PERSONS, IN DISPOSING, PRODUCING, STORING,
TREATING, OR TRANSPORTING ANY HAZARDOUS SUBSTANCE OTHER THAN LEGALLY.
BORROWER
AND EACH OF ITS SUBSIDIARIES HAVE OBTAINED ALL CONSENTS, APPROVALS AND
AUTHORIZATIONS OF, MADE ALL DECLARATIONS OR FILINGS WITH, AND GIVEN ALL NOTICES
TO, ALL GOVERNMENT AUTHORITIES THAT ARE NECESSARY TO CONTINUE THEIR RESPECTIVE
BUSINESSES AS CURRENTLY CONDUCTED.
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
(OR EXTENSIONS THEREOF), AND BORROWER HAS TIMELY PAID ALL FOREIGN, FEDERAL,
STATE AND LOCAL TAXES, ASSESSMENTS, DEPOSITS AND CONTRIBUTIONS OWED BY BORROWER
EXCEPT FOR TAXES, ASSESSMENTS, DEPOSITS AND CONTRIBUTIONS OF UP TO SEVENTY-FIVE
THOUSAND DOLLARS ($75,000.00) IN THE AGGREGATE.
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 WOULD REASONABLY BE
EXPECTED TO 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BORROWER HAS NOT WITHDRAWN FROM PARTICIPATION IN, AND HAS NOT PERMITTED PARTIAL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 WOULD 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 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