ASSESSED
UPON THE OBLIGORS OR THE COLLATERAL BY ANY PERSON OR ENTITY OR GOVERNMENTAL
AUTHORITY (PROVIDED THAT, IF NO LIABILITIES (OTHER THAN LIABILITIES SOLELY
ATTRIBUTABLE TO THE L/C'S) ARE OUTSTANDING, THEN AGENT MAY PAY SUCH AMOUNTS ONLY
IF THE OBLIGORS HAVE NOT PAID THEM WHEN DUE), AND MAKE ANY CONTRIBUTIONS OR
OTHER PAYMENTS ON ACCOUNT OF THE OBLIGORS' EMPLOYEE BENEFIT PLAN AS THE AGENT,
IN THE AGENT'S DISCRETION, MAY DEEM NECESSARY OR DESIRABLE, TO PROTECT,
MAINTAIN, PRESERVE, COLLECT, OR REALIZE UPON ANY OR ALL OF THE COLLATERAL OR THE
VALUE THEREOF OR ANY RIGHT OR REMEDY PERTAINING THERETO, PROVIDED, HOWEVER, THE
AGENT'S MAKING OF ANY SUCH PAYMENT SHALL NOT CONSTITUTE A CURE OR WAIVER OF ANY
EVENT OF DEFAULT OCCASIONED BY THE OBLIGORS' FAILURE TO HAVE MADE SUCH PAYMENT.
4.16
NO MARGIN STOCK OR SECURITIES.
THE OBLIGORS ARE NOT ENGAGED IN THE BUSINESS OF EXTENDING CREDIT FOR THE PURPOSE
OF PURCHASING OR CARRYING ANY MARGIN STOCK (WITHIN THE MEANING OF REGULATIONS U,
T, AND X OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM OF THE UNITED
STATES).
NO PART OF THE PROCEEDS OF ANY BORROWING HEREUNDER WILL BE USED AT ANY
TIME TO PURCHASE OR CARRY ANY SUCH MARGIN STOCK OR TO EXTEND CREDIT TO OTHERS
FOR THE PURPOSE OF PURCHASING OR CARRYING ANY SUCH MARGIN STOCK.
4.17
ERISA.
Neither the Obligors nor any ERISA Affiliate ever has or hereafter shall:
(A)
VIOLATE OR FAIL TO BE IN MATERIAL COMPLIANCE WITH EMPLOYEE BENEFIT PLAN
MAINTAINED BY THE OBLIGORS;
(B)
EXCEPT AS SET FORTH IN EXHIBIT 4.17, FAIL TIMELY TO FILE ALL REPORTS AND
FILINGS REQUIRED BY ERISA TO BE FILED BY THE BORROWERS;
(C)
ENGAGE IN ANY "PROHIBITED TRANSACTIONS" OR "REPORTABLE EVENTS"
(RESPECTIVELY AS DESCRIBED IN ERISA);
(D)
ENGAGE IN, OR COMMIT, ANY ACT SUCH THAT A TAX OR PENALTY COULD BE IMPOSED
UPON THE OBLIGORS ON ACCOUNT THEREOF PURSUANT TO ERISA;
(E)
ACCUMULATE ANY MATERIAL FUNDING DEFICIENCY WITHIN THE MEANING OF ERISA;
(F)
TERMINATE ANY EMPLOYEE BENEFIT PLAN SUCH THAT A LIEN COULD BE ASSERTED
AGAINST ANY ASSETS OF THE OBLIGORS ON ACCOUNT THEREOF PURSUANT TO ERISA; OR
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(G)
BE A MEMBER OF, CONTRIBUTE TO, OR HAVE ANY OBLIGATION UNDER ANY EMPLOYEE
BENEFIT PLAN WHICH IS A MULTIEMPLOYER PLAN WITHIN THE MEANING OF SECTION 4001(A)
OF ERISA.
4.18
HAZARDOUS MATERIALS AND ENVIRONMENTAL COMPLIANCE.
(A)
THE OBLIGORS HAVE NEVER:
(I)
BEEN LEGALLY RESPONSIBLE FOR ANY RELEASE OR THREAT OF RELEASE OF
ANY HAZARDOUS MATERIAL; OR
(II)
RECEIVED NOTIFICATION OF ANY RELEASE OR THREAT OF RELEASE OF ANY
HAZARDOUS MATERIAL FROM ANY SITE OR VESSEL OCCUPIED OR OPERATED BY THE BORROWERS
AND/OR OF THE INCURRENCE OF ANY EXPENSE OR LOSS IN CONNECTION WITH THE
ASSESSMENT, CONTAINMENT, OR REMOVAL OF ANY RELEASE OR THREAT OF RELEASE OF ANY
HAZARDOUS MATERIAL FROM ANY SUCH SITE OR VESSEL.
(B)
THE OBLIGORS SHALL:
(I)
DISPOSE OF ANY HAZARDOUS MATERIAL ONLY IN COMPLIANCE WITH ALL
ENVIRONMENTAL LAWS; AND
(II)
NOT STORE ON ANY SITE OR VESSEL OCCUPIED OR OPERATED BY THE
OBLIGORS