ANY TRUST RESPONSIBILITIES IMPOSED UPON THE
OBLIGORS BY REASON OF WITHHOLDING FROM EMPLOYEES' PAY OR BY REASON OF THE
OBLIGORS' RECEIPT OF SALES TAX OR OTHER FUNDS FOR THE ACCOUNT OF ANY THIRD
PARTY; TIMELY MAKE ALL CONTRIBUTIONS AND OTHER PAYMENTS AS MAY BE REQUIRED
PURSUANT TO ANY EMPLOYEE BENEFIT PLAN NOW OR HEREAFTER ESTABLISHED BY THE
OBLIGORS; AND TIMELY FILE ALL TAX AND OTHER RETURNS AND OTHER REPORTS WITH EACH
GOVERNMENTAL AUTHORITY TO WHOM THE OBLIGORS ARE OBLIGATED TO SO FILE, EXCEPT IN
THOSE CASES WHERE EXTENSIONS HAVE BEEN GRANTED OR ARE PERMITTED OF WHICH THE
OBLIGORS HAVE GIVEN THE ADMINISTRATIVE AGENT WRITTEN NOTICE.
(E)
AT ITS OPTION, THE AGENT MAY, BUT SHALL NOT BE OBLIGATED TO, PAY ANY
TAXES, UNEMPLOYMENT CONTRIBUTIONS, AND ANY AND ALL OTHER CHARGES LEVIED OR
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:
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(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
(G)
BE A MEMBER OF, CONTRIBUTE TO, OR HAVE ANY OBLIGATION UNDER ANY EMPLOYEE
BENEFIT PLAN