INDEBTEDNESS
DESCRIBED IN SUCH FINANCIAL STATEMENTS OR WHICH DO NOT MATERIALLY AFFECT THE
PRESENT OR PROPOSED USE OF SUCH PROPERTIES OR ASSETS OR WOULD NOT CAUSE A
MATERIAL ADVERSE EFFECT, AND (C) VALID AND SUBSISTING LEASES WITH RESPECT TO
LEASED PROPERTIES, WITH ONLY SUCH EXCEPTIONS AS IN THE AGGREGATE ARE NOT
MATERIAL AND DO NOT INTERFERE WITH THE CONDUCT OF THE BUSINESS OF BORROWER AND
ITS SUBSIDIARIES OR WOULD NOT CAUSE A MATERIAL ADVERSE EFFECT.
TO BORROWER'S
ACTUALLY
5
KNOWLEDGE, THERE EXISTS NO DEFAULT UNDER THE PROVISIONS OF ANY LEASE, CONTRACT
OR OTHER OBLIGATION TO WHICH BORROWER IS A PARTY WHICH MAY RESULT IN A MATERIAL
ADVERSE EFFECT.
4.9.
TAX MATTERS.
BORROWER AND ITS SUBSIDIARIES
HAVE FILED ALL FEDERAL, STATE AND OTHER TAX RETURNS AND REPORTS WHICH HAVE BEEN
REQUIRED TO BE FILED AND HAVE PAID ALL MATERIAL TAXES INDICATED BY SAID RETURNS
AND ALL ASSESSMENTS RECEIVED BY THEM TO THE EXTENT THAT SUCH TAXES HAVE BECOME
DUE AND THERE IS NO TAX DEFICIENCY THAT HAS BEEN ASSERTED IN WRITING AGAINST
BORROWER THAT MIGHT HAVE A MATERIAL ADVERSE EFFECT.
ALL MATERIAL TAX
LIABILITIES ARE ADEQUATELY PROVIDED FOR ON THE BOOKS OF BORROWER AND ITS
SUBSIDIARIES.
4.10.
LICENSES AND INTELLECTUAL PROPERTY.
BORROWER AND
ITS SUBSIDIARIES HOLD ALL LICENSES, AUTHORIZATIONS, CHARTERS, CERTIFICATES AND
PERMITS FROM GOVERNMENTAL AUTHORITIES WHICH ARE NECESSARY TO THE CONDUCT OF
THEIR BUSINESSES, EXCEPT TO THE EXTENT FAILURE TO HOLD WOULD NOT HAVE A MATERIAL
ADVERSE EFFECT, AND NEITHER BORROWER NOR ANY OF ITS SUBSIDIARIES HAS RECEIVED
WRITTEN NOTICE OF ANY PROCEEDING RELATING TO THE REVOCATION OR MODIFICATION OF
ANY OF SUCH LICENSES, AUTHORIZATIONS, CHARTERS, CERTIFICATES OR PERMITS.
BORROWER AND ITS SUBSIDIARIES OWN OR OTHERWISE POSSESS RIGHTS TO THE PATENTS,
PATENT RIGHTS, LICENSES, INVENTIONS, COPYRIGHTS, TRADEMARKS, SERVICE MARKS AND
TRADE NAMES PRESENTLY EMPLOYED BY THEM IN CONNECTION WITH THE BUSINESSES NOW
OPERATED BY THEM, AND NEITHER BORROWER NOR ANY OF ITS SUBSIDIARIES HAS RECEIVED
ANY NOTICE OF INFRINGEMENTS OF OR CONFLICT WITH ASSERTED RIGHTS OF OTHERS WITH
RESPECT TO ANY OF THE FOREGOING, EXCEPT WHERE SUCH INFRINGEMENT OR CONFLICT
WOULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
4.11.
LABOR MATTERS.
NO LABOR DISPUTE IS PENDING OR, TO
THE KNOWLEDGE OF BORROWER, THREATENED IN WRITING AGAINST BORROWER'S OR ANY OF
ITS SUBSIDIARIES' EMPLOYEES WHICH COULD RESULT IN A MATERIAL ADVERSE EFFECT.
NO
COLLECTIVE BARGAINING AGREEMENT EXISTS WITH ANY OF BORROWER'S UNITED STATES
EMPLOYEES AND, TO BORROWER'S KNOWLEDGE, AS OF THE DATE HEREOF, THERE IS NO UNION
ORGANIZING EFFORTS PENDING WITH RESPECT TO BORROWER'S UNITED STATES EMPLOYEES.
4.12.
POLITICAL CONTRIBUTIONS.
TO BORROWER'S KNOWLEDGE,
NEITHER BORROWER NOR ANY OF ITS SUBSIDIARIES HAS AT ANY TIME DURING THE LAST
FIVE (5) YEARS
(A) MADE ANY UNLAWFUL CONTRIBUTION TO ANY CANDIDATE FOR FOREIGN
OFFICE, OR FAILED TO DISCLOSE FULLY ANY CONTRIBUTION IN VIOLATION OF LAW, OR (B)
MADE ANY PAYMENT TO ANY FEDERAL OR STATE GOVERNMENTAL OFFICER OR OFFICIAL, OR
OTHER PERSON CHARGED WITH SIMILAR PUBLIC OR QUASI-PUBLIC DUTIES, OTHER THAN
PAYMENTS REQUIRED OR PERMITTED BY THE LAWS OF