LEASEHOLD INTEREST IN, ALL ITS
OTHER PROPERTY, EXCEPT WHERE FAILURE TO HAVE SUCH TITLE OR VALID LEASEHOLD
INTEREST COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, AND
NONE OF SUCH PROPERTY IS SUBJECT TO ANY LIEN EXCEPT AS PERMITTED BY SECTION 6.3.
3.9
INTELLECTUAL PROPERTY.
EACH GROUP MEMBER
OWNS, OR IS LICENSED TO USE, ALL INTELLECTUAL PROPERTY NECESSARY FOR THE CONDUCT
OF ITS BUSINESS AS CURRENTLY CONDUCTED.
NO MATERIAL CLAIM HAS BEEN ASSERTED AND
IS PENDING BY ANY PERSON CHALLENGING OR QUESTIONING THE USE OF ANY INTELLECTUAL
PROPERTY OR THE VALIDITY OR EFFECTIVENESS OF ANY INTELLECTUAL PROPERTY, NOR DOES
THE BORROWER KNOW OF ANY VALID BASIS FOR ANY SUCH CLAIM.
TO THE BEST OF THE
BORROWER'S KNOWLEDGE, THE USE OF INTELLECTUAL PROPERTY BY EACH GROUP MEMBER DOES
NOT INFRINGE ON THE RIGHTS OF ANY PERSON IN ANY MATERIAL RESPECT.
3.10
TAXES.
EACH GROUP MEMBER HAS FILED OR CAUSED TO
BE FILED ALL FEDERAL, STATE AND OTHER TAX RETURNS THAT ARE REQUIRED TO BE FILED
AND HAS PAID ALL TAXES SHOWN TO BE DUE AND PAYABLE ON SAID RETURNS OR ON ANY
ASSESSMENTS 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 THE AMOUNT OR VALIDITY OF WHICH ARE CURRENTLY BEING CONTESTED IN
GOOD FAITH BY APPROPRIATE PROCEEDINGS AND WITH
22
respect to which reserves in conformity with GAAP have been provided on the
books of the relevant Group Member or where the failure to file such tax returns
or pay such taxes, fees or other charges could not reasonably be expected to
have a Material Adverse Effect); no tax Lien has been filed, and, to the
knowledge of the Borrower, no claim is being asserted, with respect to any such
tax, fee or other charge.
3.11
FEDERAL REGULATIONS.
NO PART OF THE PROCEEDS OF
ANY REVOLVING LOANS, AND NO OTHER EXTENSIONS OF CREDIT HEREUNDER, WILL BE USED
IN A MANNER WHICH VIOLATES REGULATION U AS NOW AND FROM TIME TO TIME HEREAFTER
IN EFFECT OR FOR ANY PURPOSE THAT VIOLATES THE PROVISIONS OF THE REGULATIONS 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, AS APPLICABLE, REFERRED TO IN REGULATION U.
NONE OF THE BORROWER OR ANY OF
ITS SUBSIDIARIES IS ENGAGED PRINCIPALLY, OR AS ONE OF ITS IMPORTANT ACTIVITIES,
IN THE BUSINESS OF EXTENDING CREDIT FOR THE PURPOSE OF PURCHASING OR CARRYING
MARGIN STOCK
3.12
LABOR MATTERS.
EXCEPT AS, IN THE AGGREGATE,
COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT:
(A) THERE
ARE NO STRIKES OR OTHER LABOR DISPUTES AGAINST ANY GROUP MEMBER PENDING OR, TO
THE KNOWLEDGE OF THE BORROWER, THREATENED; (B) HOURS WORKED BY AND PAYMENT MADE
TO EMPLOYEES OF EACH GROUP MEMBER HAVE NOT