DUE WHICH ARE UNPAID; (IV) NO PLAN SUBJECT TO
TITLE IV OF ERISA HAS BEEN TERMINATED BY THE PLAN ADMINISTRATOR THEREOF NOR BY
THE PBGC, AND THERE IS NO OCCURRENCE WHICH WOULD CAUSE THE PBGC TO INSTITUTE
PROCEEDINGS UNDER TITLE IV OF ERISA TO TERMINATE ANY SUCH PLAN; (V) NEITHER ANY
BORROWER NOR ANY MEMBER OF THE CONTROLLED GROUP HAS BREACHED ANY OF THE MATERIAL
RESPONSIBILITIES, OBLIGATIONS OR DUTIES IMPOSED ON IT BY ERISA WITH RESPECT TO
ANY PLAN; (VI) NEITHER ANY BORROWER NOR ANY MEMBER OF THE CONTROLLED GROUP NOR
ANY FIDUCIARY OF ANY PLAN, HAS ENGAGED IN A "PROHIBITED TRANSACTION" DESCRIBED
IN SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE NOR TAKEN ANY ACTION WHICH
WOULD CONSTITUTE OR RESULT IN A TERMINATION EVENT WITH RESPECT TO ANY SUCH PLAN
WHICH IS SUBJECT TO ERISA; (VII) EACH BORROWER AND EACH MEMBER OF THE CONTROLLED
GROUP HAS MADE ALL CONTRIBUTIONS REQUIRED TO BE MADE WITH RESPECT TO EACH
PENSION BENEFIT PLAN AND MULTIEMPLOYER PLAN; (VIII) THERE EXISTS NO EVENT
DESCRIBED IN SECTION 4043(B) OF ERISA, FOR WHICH THE THIRTY (30) DAY NOTICE
PERIOD HAS NOT BEEN WAIVED OR WHICH COULD REASONABLY BE EXPECTED TO RESULT IN
MATERIAL LIABILITY TO ANY BORROWER OR ANY MEMBER OF THE CONTROLLED GROUP;
(IX) NEITHER ANY BORROWER NOR ANY MEMBER OF THE CONTROLLED GROUP MAINTAINS OR IS
REQUIRED TO CONTRIBUTE TO ANY PLAN WHICH PROVIDES HEALTH, ACCIDENT OR LIFE
INSURANCE BENEFITS TO FORMER EMPLOYEES, THEIR SPOUSES OR DEPENDENTS, OTHER THAN
IN ACCORDANCE WITH SECTION 4980B OF THE CODE; (X) NEITHER ANY BORROWER NOR ANY
MEMBER OF THE CONTROLLED GROUP HAS AN OUTSTANDING LIABILITY IN RESPECT OF A
COMPLETE OR PARTIAL WITHDRAWAL, WITHIN THE MEANING OF SECTION 4203 OR 4205 OF
ERISA, FROM ANY MULTIEMPLOYER PLAN AND THERE EXISTS NO FACT WHICH WOULD
REASONABLY BE EXPECTED TO RESULT IN ANY SUCH LIABILITY; AND (XI) TO THE
KNOWLEDGE OF THE BORROWER, NO PLAN FIDUCIARY (AS DEFINED IN SECTION 3(21) OF
ERISA) HAS ANY LIABILITY FOR BREACH OF FIDUCIARY DUTY OR FOR ANY FAILURE IN
CONNECTION WITH THE ADMINISTRATION OR INVESTMENT OF THE ASSETS OF A PLAN.
5.9.
PATENTS, TRADEMARKS, COPYRIGHTS AND LICENSES.
ALL PATENTS, PATENT
APPLICATIONS, TRADEMARKS, TRADEMARK APPLICATIONS, SERVICE MARKS, SERVICE MARK
APPLICATIONS, COPYRIGHTS, COPYRIGHT APPLICATIONS, DESIGN RIGHTS, TRADENAMES,
ASSUMED NAMES, TRADE SECRETS AND LICENSES OWNED OR UTILIZED BY ANY BORROWER ARE
SET FORTH ON SCHEDULE 5.9, ARE VALID AND HAVE BEEN DULY REGISTERED OR FILED WITH
ALL APPROPRIATE GOVERNMENTAL BODIES AND CONSTITUTE ALL OF THE INTELLECTUAL
PROPERTY RIGHTS WHICH ARE NECESSARY FOR THE OPERATION OF ITS BUSINESS; THERE IS
NO OBJECTION TO OR PENDING CHALLENGE TO THE VALIDITY OF ANY SUCH PATENT,
TRADEMARK, COPYRIGHT, DESIGN RIGHTS, TRADENAME, TRADE SECRET OR LICENSE AND NO
BORROWER IS AWARE OF ANY GROUNDS FOR ANY CHALLENGE, EXCEPT AS SET FORTH IN
SCHEDULE 5.9 HERETO.
EACH PATENT, PATENT APPLICATION, PATENT LICENSE,
TRADEMARK, TRADEMARK APPLICATION, TRADEMARK LICENSE, SERVICE MARK, SERVICE MARK
APPLICATION, SERVICE MARK LICENSE, DESIGN RIGHTS, COPYRIGHT, COPYRIGHT
APPLICATION AND COPYRIGHT LICENSE OWNED OR HELD BY ANY BORROWER