EXCEPT FOR SUCH
AMENDMENTS OR MODIFICATIONS AS ARE DELIVERED TO THE AGENT UNDER SECTION
3.01(11).
EACH OF THE GUARANTORS IS A WHOLLY-OWNED SUBSIDIARY OF THE BORROWER.
SECTION 4.11
ERISA.
THE BORROWER AND EACH SUBSIDIARY AND EACH GUARANTOR ARE IN
COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE PROVISIONS OF ERISA.
NEITHER A REPORTABLE EVENT NOR A PROHIBITED TRANSACTION HAS OCCURRED AND IS
CONTINUING WITH RESPECT TO ANY PLAN; NO NOTICE OF INTENT TO TERMINATE A PLAN HAS
BEEN FILED, NOR HAS ANY PLAN BEEN TERMINATED; NO CIRCUMSTANCES EXIST WHICH
CONSTITUTE GROUNDS ENTITLING THE PBGC TO INSTITUTE PROCEEDINGS TO TERMINATE, OR
APPOINT A TRUSTEE TO ADMINISTER, A PLAN, NOR HAS THE PBGC INSTITUTED ANY SUCH
PROCEEDINGS; NEITHER THE BORROWER NOR ANY COMMONLY CONTROLLED ENTITY HAS
COMPLETELY OR PARTIALLY WITHDRAWN FROM A MULTIEMPLOYER PLAN UNDER CIRCUMSTANCES
THAT COULD SUBJECT THE BORROWER OR ANY SUBSIDIARY TO MATERIAL WITHDRAWAL
LIABILITY; THE BORROWER AND EACH COMMONLY CONTROLLED ENTITY HAVE MET THEIR
MINIMUM FUNDING REQUIREMENTS UNDER ERISA WITH RESPECT TO ALL OF THEIR PLANS AND
THE PRESENT VALUE OF ALL VESTED BENEFITS UNDER EACH PLAN DOES NOT MATERIALLY
EXCEED THE FAIR MARKET VALUE OF ALL PLAN ASSETS ALLOCABLE TO SUCH BENEFITS, AS
DETERMINED ON THE MOST RECENT VALUATION DATE OF THE PLAN AND IN ACCORDANCE WITH
THE PROVISIONS OF ERISA; AND NEITHER THE BORROWER NOR ANY COMMONLY CONTROLLED
ENTITY HAS INCURRED ANY MATERIAL LIABILITY TO THE PBGC UNDER ERISA.
50
SECTION 4.12
OPERATION OF BUSINESS.
THE BORROWER, EACH SUBSIDIARY AND EACH
GUARANTOR POSSESS ALL LICENSES, PERMITS, FRANCHISES, PATENTS, COPYRIGHTS,
TRADEMARKS, AND TRADE NAMES, OR RIGHTS THERETO, TO CONDUCT THEIR RESPECTIVE
BUSINESSES SUBSTANTIALLY AS NOW CONDUCTED AND AS PRESENTLY PROPOSED TO BE
CONDUCTED AND THE BORROWER AND EACH OF ITS SUBSIDIARIES AND EACH GUARANTOR ARE
NOT IN VIOLATION OF ANY VALID RIGHTS OF OTHERS WITH RESPECT TO ANY OF THE
FOREGOING WHERE THE FAILURE TO POSSESS SUCH LICENSES, PERMITS, FRANCHISES,
PATENTS, COPYRIGHTS, TRADEMARKS, TRADE NAMES OR RIGHTS THERETO OR THE VIOLATION
OF THE VALID RIGHTS OF OTHERS WITH RESPECT THERETO MAY, IN ANY ONE CASE OR IN
THE AGGREGATE, ADVERSELY AFFECT IN ANY MATERIAL RESPECT THE FINANCIAL CONDITION,
OPERATIONS, PROPERTIES, OR BUSINESS OF THE BORROWER OR ANY SIGNIFICANT
SUBSIDIARY OR ANY SIGNIFICANT GUARANTOR OR THE ABILITY OF THE BORROWER OR ANY
SIGNIFICANT GUARANTOR TO PERFORM ITS OBLIGATION UNDER THE LOAN DOCUMENTS TO
WHICH IT IS A PARTY.
SECTION 4.13
TAXES.
ALL INCOME TAX LIABILITIES OR INCOME TAX OBLIGATIONS OF
THE BORROWER, EACH SUBSIDIARY AND EACH GUARANTOR HAVE BEEN PAID OR HAVE BEEN
ACCRUED BY OR RESERVED FOR BY THE BORROWER.
THE BORROWER CONSTITUTES THE PARENT
OF AN AFFILIATED GROUP OF CORPORATIONS FOR PURPOSES OF FILING A CONSOLIDATED
UNITED STATES FEDERAL INCOME TAX RETURN.
SECTION 4.14
LAWS; ENVIRONMENT.
THE BORROWER, EACH SUBSIDIARY AND EACH
GUARANTOR HAVE DULY COMPLIED, AND THEIR BUSINESSES, OPERATIONS, ASSETS,
EQUIPMENT, PROPERTY, LEASEHOLDS, OR OTHER FACILITIES ARE IN COMPLIANCE, IN ALL
MATERIAL RESPECTS, WITH THE PROVISIONS OF ALL FEDERAL, STATE, AND LOCAL
STATUTES, LAWS, CODES, AND ORDINANCES AND ALL RULES AND REGULATIONS PROMULGATED
THEREUNDER