SUCH BENEFIT PLAN PURSUANT TO
SECTION 412 OF THE CODE) ARE NOT LESS THAN SUCH BENEFIT PLAN'S LIABILITIES UNDER
SECTION 4001(A)(16) OF ERISA; (II) BORROWER AND ITS ERISA AFFILIATES HAVE NOT
INCURRED AND DO NOT REASONABLY EXPECT TO INCUR, ANY LIABILITY UNDER TITLE IV OF
ERISA WITH RESPECT TO ANY BENEFIT PLAN (OTHER THAN PREMIUMS DUE AND NOT
DELINQUENT UNDER SECTION 4007 OF ERISA); (III) BORROWERS AND ITS ERISA
AFFILIATES HAVE NOT INCURRED AND DO NOT REASONABLY EXPECT TO INCUR, ANY
LIABILITY (AND NO EVENT HAS OCCURRED WHICH, WITH THE GIVING OF NOTICE UNDER
SECTION 4219 OF ERISA, WOULD RESULT IN SUCH LIABILITY) UNDER SECTION 4201 OR
4243 OF ERISA WITH RESPECT TO A MULTIEMPLOYER PLAN; AND (IV) BORROWERS AND ITS
ERISA AFFILIATES HAVE NOT ENGAGED IN A TRANSACTION THAT WOULD BE SUBJECT TO
SECTION 4069 OR 4212(C) OF ERISA.
8.10
BANK ACCOUNTS.
ALL OF THE DEPOSIT ACCOUNTS, INVESTMENT
ACCOUNTS OR OTHER ACCOUNTS IN THE NAME OF OR USED BY ANY BORROWER MAINTAINED AT
ANY BANK OR OTHER FINANCIAL INSTITUTION ARE SET FORTH ON SCHEDULE 8.10 TO THE
INFORMATION CERTIFICATE, SUBJECT TO THE RIGHT OF BORROWER TO ESTABLISH NEW
ACCOUNTS IN ACCORDANCE WITH SECTION 5.2 HEREOF.
75
8.11
INTELLECTUAL PROPERTY.
EACH BORROWER OWNS OR LICENSES OR
OTHERWISE HAS THE RIGHT TO USE ALL INTELLECTUAL PROPERTY NECESSARY IN ALL
MATERIAL RESPECTS FOR THE OPERATION OF ITS BUSINESS.
AS OF THE DATE HEREOF,
BORROWERS DO NOT HAVE ANY INTELLECTUAL PROPERTY REGISTERED, OR SUBJECT TO
PENDING APPLICATIONS, IN THE UNITED STATES PATENT AND TRADEMARK OFFICE OR ANY
SIMILAR OFFICE OR AGENCY IN THE UNITED STATES, ANY STATE THEREOF, ANY POLITICAL
SUBDIVISION THEREOF OR IN ANY OTHER COUNTRY, OTHER THAN THOSE DESCRIBED IN
SCHEDULE 8.11 TO THE INFORMATION CERTIFICATE AND HAS NOT GRANTED ANY MATERIAL
LICENSES WITH RESPECT THERETO OTHER THAN AS SET FORTH IN SCHEDULE 8.11 TO THE
INFORMATION CERTIFICATE.
BORROWERS HAVE NOT RECEIVED ANY WRITTEN NOTICE WITHIN
THE IMMEDIATELY PRECEDING THREE (3) YEARS PRIOR TO THE DATE HEREOF THAT ANY
SLOGAN OR OTHER ADVERTISING DEVICE OR OTHER INTELLECTUAL PROPERTY OR PRODUCT
BEARING OR EMBODYING ANY INTELLECTUAL PROPERTY PRESENTLY CONTEMPLATED TO BE SOLD
BY OR EMPLOYED BY ANY BORROWER INFRINGES ANY PATENT, TRADEMARK, SERVICEMARK,
TRADENAME, COPYRIGHT, LICENSE OR OTHER INTELLECTUAL PROPERTY OWNED BY ANY OTHER
PERSON PRESENTLY WHERE THE MATTER SET FORTH IN SUCH WRITTEN NOTICE HAS NOT BEEN
SETTLED BY AN AGREEMENT OF THE PARTIES OR THE WRITTEN WITHDRAWAL OR WAIVER OF
ANY CLAIM OR ALLEGATION SET FORTH IN ANY SUCH WRITTEN NOTICE AND AS OF THE DATE
HEREOF, NO CLAIM OR LITIGATION IS PENDING OR TO THE BEST OF ANY BORROWER'S
KNOWLEDGE, THREATENED AGAINST ANY BORROWER CONTESTING ITS RIGHT TO SELL ANY SUCH
PRODUCT OR USE ANY SUCH INTELLECTUAL PROPERTY.
SCHEDULE 8.11 TO THE INFORMATION
CERTIFICATE SETS FORTH ALL OF THE AGREEMENTS OR OTHER ARRANGEMENTS OF EACH
BORROWER PURSUANT TO WHICH SUCH BORROWER HAS OBTAINED A LICENSE OR OTHER RIGHT
TO USE ANY TRADEMARKS OR OTHER INTELLECTUAL PROPERTY OWNED BY ANOTHER PERSON
THAT IS MATERIAL TO THE BUSINESS OF SUCH