HEREUNDER.
5.8
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 COULD HAVE A
MATERIAL ADVERSE EFFECT, OR A MATERIAL ADVERSE EFFECT ON BORROWER'S INTEREST OR
BANK'S SECURITY INTEREST IN THE COLLATERAL.
5.9
NO MATERIAL ADVERSE CHANGE IN FINANCIAL STATEMENTS.
ALL
CONSOLIDATED AND CONSOLIDATING FINANCIAL STATEMENTS RELATED TO BORROWER AND ANY
SUBSIDIARY THAT BANK HAS RECEIVED FROM BORROWER FAIRLY PRESENT IN ALL MATERIAL
RESPECTS BORROWER'S FINANCIAL CONDITION AS OF THE DATE THEREOF AND BORROWER'S
CONSOLIDATED AND CONSOLIDATING RESULTS OF OPERATIONS FOR THE PERIOD THEN ENDED.
THERE HAS NOT BEEN A MATERIAL ADVERSE CHANGE IN THE CONSOLIDATED OR THE
CONSOLIDATING FINANCIAL CONDITION OF BORROWER SINCE THE DATE OF THE MOST RECENT
OF SUCH FINANCIAL STATEMENTS SUBMITTED TO BANK.
5.10
SOLVENCY, PAYMENT OF DEBTS.
BORROWER IS SOLVENT AND ABLE TO PAY
ITS DEBTS (INCLUDING TRADE DEBTS) AS THEY MATURE.
5.11
REGULATORY COMPLIANCE. BORROWER AND EACH SUBSIDIARY HAVE MET THE
MINIMUM FUNDING REQUIREMENTS OF ERISA WITH RESPECT TO ANY EMPLOYEE BENEFIT PLANS
SUBJECT TO ERISA, AND NO EVENT HAS OCCURRED RESULTING FROM BORROWER'S FAILURE TO
COMPLY WITH ERISA THAT COULD RESULT IN BORROWER'S INCURRING ANY MATERIAL
LIABILITY.
BORROWER IS NOT 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 WITH ALL THE PROVISIONS OF THE FEDERAL FAIR LABOR STANDARDS ACT.
BORROWER HAS NOT VIOLATED ANY STATUTES, LAWS, ORDINANCES OR RULES APPLICABLE TO
IT, VIOLATION OF WHICH COULD HAVE A MATERIAL ADVERSE EFFECT.
5.12
ENVIRONMENTAL CONDITION.
EXCEPT AS DISCLOSED IN THE SCHEDULE, NONE
OF BORROWER'S OR ANY SUBSIDIARY'S PROPERTIES OR ASSETS HAS EVER BEEN USED BY
BORROWER OR ANY SUBSIDIARY OR, TO THE BEST OF BORROWER'S KNOWLEDGE, BY PREVIOUS
OWNERS OR OPERATORS, IN THE DISPOSAL OF, OR TO PRODUCE, STORE, HANDLE, TREAT,
RELEASE, OR TRANSPORT, ANY HAZARDOUS WASTE OR HAZARDOUS SUBSTANCE OTHER THAN IN
ACCORDANCE WITH APPLICABLE LAW; TO THE BEST OF BORROWER'S KNOWLEDGE, NONE OF
BORROWER'S PROPERTIES OR ASSETS HAS EVER BEEN DESIGNATED OR IDENTIFIED IN ANY
MANNER PURSUANT TO ANY ENVIRONMENTAL PROTECTION STATUTE AS A HAZARDOUS WASTE OR
HAZARDOUS SUBSTANCE DISPOSAL SITE, OR A CANDIDATE FOR CLOSURE PURSUANT TO ANY
ENVIRONMENTAL PROTECTION STATUTE; NO LIEN ARISING UNDER ANY ENVIRONMENTAL
PROTECTION STATUTE HAS ATTACHED TO ANY REVENUES OR TO ANY REAL OR PERSONAL
PROPERTY OWNED BY BORROWER OR ANY SUBSIDIARY; AND NEITHER BORROWER NOR ANY
SUBSIDIARY HAS RECEIVED A SUMMONS, CITATION, NOTICE, OR DIRECTIVE FROM THE
ENVIRONMENTAL PROTECTION AGENCY OR ANY OTHER FEDERAL, STATE OR OTHER
GOVERNMENTAL AGENCY CONCERNING ANY ACTION OR OMISSION BY BORROWER OR ANY
SUBSIDIARY RESULTING IN THE RELEASING, OR OTHERWISE DISPOSING OF HAZARDOUS WASTE
OR HAZARDOUS SUBSTANCES INTO THE ENVIRONMENT.
5.13
TAXES.
BORROWER