BOARD OF GOVERNORS OF THE FEDERAL RESERVE
SYSTEM), AND NO PART OF THE PROCEEDS OF ANY ADVANCE OR LETTER OF CREDIT WILL BE
USED TO PURCHASE OR CARRY ANY MARGIN STOCK OR TO EXTEND CREDIT TO OTHERS FOR THE
PURPOSE OF PURCHASING OR CARRYING ANY MARGIN STOCK.
SECTION 4.9
TAXES.
EACH OBLIGOR HAS PAID OR CAUSED TO BE PAID TO THE
PROPER AUTHORITIES WHEN DUE ALL FEDERAL, STATE, FOREIGN AND LOCAL TAXES REQUIRED
TO BE WITHHELD BY IT.
EACH OBLIGOR HAS FILED ALL FEDERAL, STATE AND LOCAL TAX
RETURNS WHICH ARE REQUIRED TO BE FILED, AND SUCH OBLIGOR HAS PAID OR CAUSED TO
BE PAID TO THE RESPECTIVE TAXING AUTHORITIES ALL TAXES AS SHOWN ON SAID RETURNS
OR ON ANY ASSESSMENT RECEIVED BY IT TO THE EXTENT SUCH TAXES HAVE BECOME DUE,
EXCEPT FOR ANY SUCH TAX, ASSESSMENT, CHARGE OR CLAIM WHOSE AMOUNT, APPLICABILITY
OR VALIDITY IS BEING CONTESTED BY SUCH OBLIGOR IN GOOD FAITH AND BY PROPER
PROCEEDINGS AND FOR WHICH SUCH OBLIGOR SHALL HAVE SET ASIDE ADEQUATE RESERVES IN
ACCORDANCE WITH GAAP.
PROPER AND ACCURATE AMOUNTS HAVE BEEN WITHHELD BY EACH
OBLIGOR FROM ITS RESPECTIVE EMPLOYEES FOR ALL PERIODS IN COMPLIANCE WITH THE
TAX, SOCIAL SECURITY AND ANY EMPLOYMENT WITHHOLDING PROVISIONS OF APPLICABLE
FEDERAL AND STATE LAW, AND PROPER AND ACCURATE FEDERAL AND STATE RETURNS HAVE
BEEN FILED BY EACH OBLIGOR FOR ALL PERIODS FOR WHICH RETURNS WERE DUE WITH
RESPECT TO EMPLOYEE INCOME TAX WITHHOLDING, SOCIAL SECURITY AND UNEMPLOYMENT
TAXES, AND THE AMOUNTS SHOWN THEREON TO BE DUE AND PAYABLE HAVE BEEN PAID IN
FULL OR PROVISION THEREFOR INCLUDED ON THE BOOKS OF SUCH OBLIGOR IN ACCORDANCE
WITH AND TO THE EXTENT REQUIRED BY GAAP.
TO THE KNOWLEDGE OF EACH OBLIGOR,
THERE IS NO PENDING INVESTIGATION OF ANY OBLIGOR BY ANY TAXING AUTHORITY.
SECTION 4.10
TITLES AND LIENS.
AN OBLIGOR HAS GOOD AND ABSOLUTE FEE OR
LEASEHOLD TITLE, AS THE CASE MAY BE, TO ALL PROPERTIES AND ASSETS REFLECTED IN
THE LATEST CONSOLIDATED BALANCE SHEETS REFERRED TO IN SECTION 4.5, FREE AND
CLEAR OF ALL LIENS, EXCEPT FOR THE FOLLOWING LIENS: (A) THE PERMITTED LIENS; AND
(B) COVENANTS, RESTRICTIONS, RIGHTS, EASEMENTS AND MINOR IRREGULARITIES IN TITLE
WHICH DO NOT (I) MATERIALLY INTERFERE WITH THE BUSINESS OR OPERATIONS OF ANY
OBLIGOR AS PRESENTLY CONDUCTED; OR (II) MATERIALLY IMPAIR THE VALUE OF THE
PROPERTY TO WHICH THEY ATTACH.
IN ADDITION, NO FINANCING STATEMENT NAMING ANY
OBLIGOR AS DEBTOR IS ON FILE IN ANY OFFICE EXCEPT TO PERFECT THE PERMITTED
LIENS.
SECTION 4.11
PLANS.
EXCEPT AS DISCLOSED ON SCHEDULE 4.11, NO OBLIGOR OR
ANY OF ITS ERISA AFFILIATES (A) MAINTAINS OR HAS MAINTAINED ANY PENSION PLAN;
(B) CONTRIBUTES OR HAS CONTRIBUTED TO ANY MULTI-EMPLOYER PLAN; OR (C) PROVIDES
OR HAS PROVIDED POST-RETIREMENT MEDICAL OR INSURANCE BENEFITS WITH RESPECT TO
EMPLOYEES OR FORMER EMPLOYEES (OTHER THAN BENEFITS REQUIRED UNDER SECTION 601 OF
ERISA, SECTION 4980B OF THE CODE OR APPLICABLE STATE LAW).
NO OBLIGOR OR ANY OF
ITS ERISA AFFILIATES HAS RECEIVED ANY NOTICE OR HAS ANY KNOWLEDGE TO THE EFFECT