NO MATERIAL ACTIONS, SUITS OR
LEGAL, EQUITABLE, ARBITRATION OR ADMINISTRATIVE PROCEEDINGS PENDING, OR TO THE
KNOWLEDGE OF BORROWER THREATENED, AGAINST ANY RELATED PERSON THE ADVERSE
DETERMINATION OF WHICH COULD CONSTITUTE A MATERIAL ADVERSE EFFECT.
24
SECTION 4.11
TAXES.
ALL TAX RETURNS REQUIRED TO BE FILED BY EACH
RELATED PERSON IN ANY JURISDICTION HAVE BEEN FILED AND ALL TAXES, ASSESSMENTS,
FEES AND OTHER GOVERNMENTAL CHARGES UPON EACH RELATED PERSON OR UPON ANY OF ITS
PROPERTIES, INCOME OR FRANCHISES HAVE BEEN PAID PRIOR TO THE TIME THAT SUCH
TAXES COULD GIVE RISE TO A LIEN THEREON, UNLESS PROTESTED IN GOOD FAITH BY
APPROPRIATE PROCEEDINGS AND WITH RESPECT TO WHICH RESERVES IN CONFORMITY WITH
GAAP HAVE BEEN ESTABLISHED ON THE BOOKS OF SUCH RELATED PERSON.
NO RELATED
PERSON HAS ANY KNOWLEDGE OF ANY PROPOSED TAX ASSESSMENT AGAINST ANY RELATED
PERSON.
SECTION 4.12
PRINCIPAL OFFICE, ETC.
THE PRINCIPAL OFFICE, CHIEF
EXECUTIVE OFFICE AND PRINCIPAL PLACE OF BUSINESS OF BORROWER IS AT THE ADDRESS
SET FORTH IN SECTION 9.1.
SECTION 4.13
COMPLIANCE WITH ERISA.
NO RELATED PERSON CURRENTLY
MAINTAINS, CONTRIBUTES TO, IS REQUIRED TO CONTRIBUTE TO OR HAS ANY LIABILITY,
WHETHER ABSOLUTE OR CONTINGENT, WITH RESPECT TO AN ERISA PLAN.
WITH RESPECT TO
ALL OTHER EMPLOYEE BENEFIT PLANS MAINTAINED OR CONTRIBUTED TO BY EACH RELATED
PERSON, EACH RELATED PERSON IS IN MATERIAL COMPLIANCE WITH ERISA.
SECTION 4.14
SUBSIDIARIES.
NO RELATED PERSON PRESENTLY HAS ANY
SUBSIDIARY OR OWNS ANY STOCK IN ANY OTHER CORPORATION OR ASSOCIATION EXCEPT
THOSE LISTED IN SCHEDULE 4.14.
AS OF THE DATE HEREOF, EACH RELATED PERSON OWNS,
DIRECTLY OR INDIRECTLY, THE EQUITY INTEREST IN EACH OF ITS SUBSIDIARIES WHICH IS
INDICATED IN SUCH EXHIBIT.
SECTION 4.15
INDEBTEDNESS.
NO RELATED PERSON HAS ANY INDEBTEDNESS
OUTSTANDING OTHER THAN THE INDEBTEDNESS PERMITTED BY SECTION 6.2.
SECTION 4.16
PERMITS, PATENTS, TRADEMARKS, ETC.
(A)
EACH RELATED PERSON HAS ALL PERMITS AND LICENSES NECESSARY FOR THE
OPERATION OF ITS BUSINESS.
(B)
EACH RELATED PERSON OWNS OR POSSESSES (OR IS LICENSED OR OTHERWISE
HAS THE NECESSARY RIGHT TO USE) ALL PATENTS, TRADEMARKS, SERVICE MARKS, TRADE
NAMES AND COPYRIGHTS, TECHNOLOGY, KNOW-HOW AND PROCESSES, AND ALL RIGHTS WITH
RESPECT TO THE FOREGOING, WHICH ARE NECESSARY FOR THE OPERATION OF ITS BUSINESS,
WITHOUT ANY KNOWN MATERIAL CONFLICT WITH THE RIGHTS OF OTHERS.
THE CONSUMMATION
OF THE TRANSACTIONS CONTEMPLATED HEREBY WILL NOT ALTER OR IMPAIR IN ANY MATERIAL
RESPECT ANY OF SUCH RIGHTS OF EACH RELATED PERSON.
SECTION 4.17
STATUS UNDER CERTAIN FEDERAL STATUTES.
NO RELATED PERSON
IS (A) A "PUBLIC UTILITY," AS SUCH TERM IS DEFINED IN THE FEDERAL POWER ACT, AS
AMENDED, (B) AN "INVESTMENT COMPANY," OR A COMPANY "CONTROLLED" BY AN
"INVESTMENT COMPANY," WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF 1949,
AS AMENDED OR (C) A "RAIL CARRIER," OR A "PERSON CONTROLLED BY OR AFFILIATED
WITH A RAIL CARRIER," WITHIN THE MEANING OF TITLE 49, U.S.C., AND NO RELATED
PERSON IS A "CARRIER" TO WHICH 49 U.S.C. §L1301(B)(1) IS APPLICABLE.
SECTION 4.18
SECURITIES ACT.
NO RELATED PERSON HAS ISSUED ANY
UNREGISTERED SECURITIES IN VIOLATION OF THE REGISTRATION REQUIREMENTS