HAS CAUSED OR EVIDENCES, OR COULD
REASONABLY BE EXPECTED TO RESULT IN, EITHER IN ANY CASE OR IN THE AGGREGATE, A
MATERIAL ADVERSE EFFECT.
4.10
INSURANCE.
ALL POLICIES OF INSURANCE OF THE BORROWER OR ANY OF ITS
SUBSIDIARIES, INCLUDING POLICIES OF LIFE, FIRE, THEFT, PRODUCT LIABILITY, PUBLIC
LIABILITY, PROPERTY DAMAGE, OTHER CASUALTY, EMPLOYEE FIDELITY, WORKERS'
COMPENSATION AND EMPLOYEE HEALTH AND WELFARE INSURANCE, ARE IN FULL FORCE AND
EFFECT AND ARE OF A NATURE AND PROVIDE SUCH COVERAGE AS IS SUFFICIENT AND AS IS
CUSTOMARILY CARRIED BY BUSINESSES OF THE SIZE AND CHARACTER OF SUCH PERSON.
4.11
COMPLIANCE WITH LAWS; ADVERSE PROCEEDINGS, ETC.
THERE ARE NO
ADVERSE PROCEEDINGS, INDIVIDUALLY OR IN THE AGGREGATE, THAT COULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
NEITHER THE BORROWER NOR ANY OF ITS
SUBSIDIARIES (A) IS IN VIOLATION OF ANY APPLICABLE LAWS, STATUTES, REGULATIONS
OR ORDERS (INCLUDING ENVIRONMENTAL LAWS), OR ANY APPLICABLE RESTRICTIONS IMPOSED
BY ANY GOVERNMENTAL AUTHORITY GOVERNING THE CONDUCT OF BUSINESS OR OWNERSHIP OF
PROPERTY BY THE BORROWER OR ANY SUCH SUBSIDIARY, IN EACH CASE, THAT,
INDIVIDUALLY OR IN THE AGGREGATE, COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT, OR (B) IS SUBJECT TO OR IN DEFAULT WITH RESPECT TO ANY
FINAL JUDGMENTS, WRITS, INJUNCTIONS, DECREES, RULES OR REGULATIONS OF ANY COURT
OR ANY FEDERAL, STATE, MUNICIPAL OR OTHER GOVERNMENTAL DEPARTMENT, COMMISSION,
BOARD, BUREAU, AGENCY OR INSTRUMENTALITY, DOMESTIC OR FOREIGN, THAT,
INDIVIDUALLY OR IN THE AGGREGATE, COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
4.12
PAYMENT OF TAXES.
ALL MATERIAL TAX RETURNS AND REPORTS OF THE
BORROWER AND ITS SUBSIDIARIES REQUIRED TO BE FILED BY ANY OF THEM HAVE BEEN
TIMELY FILED AND THE BORROWER AND ITS SUBSIDIARIES HAVE DULY AND TIMELY PAID,
COLLECTED, WITHHELD, OR REMITTED OR CAUSED TO BE DULY AND TIMELY PAID,
COLLECTED, WITHHELD, OR REMITTED ALL MATERIAL TAXES (WHETHER OR NOT SHOWN ON ANY
TAX RETURN) DUE AND PAYABLE, COLLECTIBLE, WITHHOLDABLE OR REMITTABLE BY IT AND
ALL ASSESSMENTS RECEIVED BY IT, EXCEPT TAXES THAT ARE BEING CONTESTED IN GOOD
FAITH BY APPROPRIATE PROCEEDINGS AND FOR WHICH THE BORROWER OR ANY OF ITS
SUBSIDIARIES HAS SET ASIDE ON ITS BOOKS ADEQUATE RESERVES IN ACCORDANCE WITH
GAAP.
4.13
PROPERTIES.
(A)
TITLE.
EACH OF THE BORROWER AND ITS SUBSIDIARIES HAS (I) GOOD,
MARKETABLE TITLE TO (IN THE CASE OF FEE INTERESTS IN REAL PROPERTY), (II) VALID
LEASEHOLD INTERESTS IN (IN THE CASE OF LEASEHOLD INTERESTS IN REAL OR PERSONAL
PROPERTY), AND (III) GOOD TITLE TO (IN THE CASE OF ALL OTHER PERSONAL PROPERTY),
ALL OF THEIR RESPECTIVE PROPERTIES AND ASSETS REFLECTED IN THEIR RESPECTIVE
HISTORICAL FINANCIAL STATEMENTS REFERRED TO IN SECTION 4.5 AND IN THE MOST
RECENT FINANCIAL STATEMENTS DELIVERED PURSUANT TO SECTION 5.1, IN EACH CASE,
EXCEPT FOR ASSETS DISPOSED OF (OR IN THE CASE OF LEASEHOLD INTERESTS, WHERE
LEASES HAVE EXPIRED) SINCE THE DATE OF SUCH FINANCIAL STATEMENTS IN THE ORDINARY
COURSE OF BUSINESS OR AS OTHERWISE PERMITTED UNDER SECTION 6.8.
EXCEPT AS
PERMITTED BY SECTION 6.2 OF THIS AGREEMENT, ALL SUCH PROPERTIES AND