OF ANY SUCH INTELLECTUAL PROPERTY OR THE
VALIDITY OR EFFECTIVENESS OF ANY SUCH INTELLECTUAL PROPERTY, NOR DOES THE
BORROWER KNOW OF ANY SUCH CLAIM, AND, TO THE KNOWLEDGE OF THE BORROWER, THE USE
OF SUCH INTELLECTUAL PROPERTY BY THE BORROWER AND ITS SUBSIDIARIES DOES NOT
INFRINGE ON THE RIGHTS OF ANY PERSON, EXCEPT FOR SUCH CLAIMS AND INFRINGEMENTS
WHICH, IN THE AGGREGATE, WOULD NOT BE REASONABLY EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
5.10.
TAXES.
TO THE KNOWLEDGE OF THE BORROWER OR HOLDING, EACH OF THE
BORROWER, EACH OF ITS SUBSIDIARIES AND EACH OTHER LOAN PARTY HAS FILED OR CAUSED
TO BE FILED ALL UNITED STATES FEDERAL INCOME TAX RETURNS AND ALL OTHER MATERIAL
TAX RETURNS WHICH ARE REQUIRED TO BE FILED AND HAS PAID (A) ALL TAXES SHOWN TO
BE DUE AND PAYABLE ON SUCH RETURNS AND (B) ALL TAXES SHOWN TO BE DUE AND PAYABLE
ON ANY ASSESSMENTS OF WHICH IT HAS RECEIVED NOTICE MADE AGAINST IT OR ANY OF ITS
PROPERTY AND ALL OTHER TAXES, FEES OR OTHER CHARGES IMPOSED ON IT OR ANY OF ITS
PROPERTY BY ANY GOVERNMENTAL AUTHORITY (OTHER THAN ANY (I) TAXES, FEES OR OTHER
CHARGES WITH RESPECT TO WHICH THE FAILURE TO PAY, IN THE AGGREGATE, WOULD NOT
HAVE A
MATERIAL ADVERSE EFFECT OR (II) TAXES, FEES OR OTHER CHARGES THE AMOUNT
OR VALIDITY OF WHICH ARE CURRENTLY BEING CONTESTED IN GOOD FAITH BY APPROPRIATE
PROCEEDINGS DILIGENTLY CONDUCTED AND WITH RESPECT TO WHICH RESERVES IN
CONFORMITY WITH GAAP HAVE BEEN PROVIDED ON THE BOOKS OF THE BORROWER, ITS
SUBSIDIARIES OR SUCH OTHER LOAN PARTY, AS THE CASE MAY BE); AND NO TAX LIEN HAS
BEEN FILED, AND NO CLAIM IS BEING ASSERTED, WITH RESPECT TO ANY SUCH TAX, FEE OR
OTHER CHARGE.
5.11.
FEDERAL REGULATIONS.
NO PART OF THE PROCEEDS OF ANY EXTENSIONS OF
CREDIT WILL BE USED FOR ANY PURPOSE WHICH VIOLATES THE PROVISIONS OF THE
REGULATIONS OF THE BOARD,
53
INCLUDING WITHOUT LIMITATION, REGULATION T, REGULATION U OR REGULATION X OF THE
BOARD. IF REQUESTED BY ANY LENDER OR THE ADMINISTRATIVE AGENT, THE BORROWER WILL
FURNISH TO THE ADMINISTRATIVE AGENT AND EACH LENDER A STATEMENT TO THE FOREGOING
EFFECT IN CONFORMITY WITH THE REQUIREMENTS OF FR FORM G-3 OR FR FORM U-1,
REFERRED TO IN SAID REGULATION U.
5.12.
ERISA.
NONE OF THE FOLLOWING EVENTS OR CONDITIONS HAVE OCCURRED,
EXCEPT AS, EITHER INDIVIDUALLY OR IN THE AGGREGATE, WOULD NOT HAVE AND ARE NOT
REASONABLY LIKELY TO RESULT IN A MATERIAL ADVERSE EFFECT:
(A) A REPORTABLE
EVENT; (B) AN "ACCUMULATED FUNDING DEFICIENCY" (WITHIN THE MEANING OF
SECTION 412 OF THE CODE OR SECTION 302 OF ERISA); (C) ANY NONCOMPLIANCE WITH THE
APPLICABLE PROVISIONS OF ERISA OR THE CODE; (D) A TERMINATION OF A SINGLE
EMPLOYER PLAN (OTHER THAN A STANDARD TERMINATION PURSUANT TO SECTION 4041(B) OF
ERISA); (E) A LIEN ON THE PROPERTY OF THE BORROWER, ITS SUBSIDIARIES OR ANY
OTHER LOAN PARTY IN FAVOR OF THE PBGC OR A PLAN; (F) ANY UNDERFUNDING WITH
RESPECT TO ANY SINGLE EMPLOYER