MADE, WHERE
POSSIBLE, ALL FILINGS AND RECORDATIONS NECESSARY TO ADEQUATELY EFFECT, REFLECT
AND PROTECT ITS OWNERSHIP INTEREST IN OR EXCLUSIVE LICENSES TO ITS MATERIAL
UNITED STATES TRADEMARKS AND COPYRIGHTS AND MATERIAL NON-UNITED STATES
TRADEMARKS AND COPYRIGHTS OWNED BY SUCH GROUP MEMBER INCLUDING, WITHOUT
LIMITATION, RECORDATION OF ITS INTERESTS IN THE MATERIAL TRADEMARKS OWNED BY
SUCH GROUP MEMBER WITH THE UNITED STATES PATENT AND TRADEMARK OFFICE AND IN
CORRESPONDING NATIONAL AND INTERNATIONAL PATENT AND/OR TRADEMARK OFFICES, AND
RECORDATION OF ANY OF ITS INTERESTS IN THE MATERIAL COPYRIGHTS OWNED BY OR
EXCLUSIVELY LICENSED TO SUCH GROUP MEMBER WITH THE UNITED STATES COPYRIGHT
OFFICE AND IN INTERNATIONAL COPYRIGHT OFFICES.
(F)
EACH GROUP MEMBER HAS PERFORMED ALL ACTS, INCLUDING ANY TRANSFERS OR
ASSIGNMENTS, NECESSARY TO ENSURE THAT ALL RIGHTS OF PUBLICITY TO USE THE NAME
AND LIKENESS OF ELVIS PRESLEY ARE OWNED AND CONTROLLED BY BORROWER.
(G)
IN THE LAST 12 MONTHS, NO GROUP MEMBER HAS GIVEN OR RECEIVED WRITTEN NOTICE
PURPORTING TO AVOID, REPUDIATE, RESCIND OR TERMINATE ANY AGREEMENT THAT
AUTHORIZES THE USE OF ANY MATERIAL INTELLECTUAL PROPERTY THAT IS LICENSED TO ANY
GROUP MEMBER BY A THIRD PARTY, AND TO THE KNOWLEDGE OF EACH GROUP MEMBER THE
TERMS OF ANY AGREEMENT AUTHORIZING THE USE OF ANY MATERIAL INTELLECTUAL PROPERTY
TO WHICH A GROUP MEMBER IS A PARTY HAVE BEEN COMPLIED WITH BY ALL PARTIES IN ALL
MATERIAL RESPECTS.
46
4.10.
TAXES.
EACH GROUP MEMBER HAS FILED OR CAUSED TO BE FILED ALL
UNITED STATES FEDERAL, STATE AND OTHER MATERIAL 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 MATERIAL
TAXES, FEES OR OTHER CHARGES IMPOSED ON IT OR ANY OF ITS PROPERTY BY ANY
GOVERNMENTAL AUTHORITY (OTHER THAN ANY TAXES THE AMOUNT OR VALIDITY OF WHICH ARE
CURRENTLY BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS AND WITH
RESPECT TO WHICH RESERVES IN CONFORMITY WITH GAAP HAVE BEEN PROVIDED ON THE
BOOKS OF THE BORROWER OR ITS SUBSIDIARIES, AS THE CASE MAY BE); NO MATERIAL TAX
LIEN HAS BEEN FILED, AND, TO THE KNOWLEDGE OF THE BORROWER, NO MATERIAL CLAIM IS
BEING ASSERTED, WITH RESPECT TO ANY SUCH TAX, FEE OR OTHER CHARGE OTHER THAN
THOSE PERMITTED BY SECTION 7.3.
NO LOAN PARTY AND NO SUBSIDIARY THEREOF INTENDS
TO TREAT ANY REVOLVING EXTENSION OF CREDIT OR ANY OTHER TRANSACTION CONTEMPLATED
HEREBY AS BEING A "REPORTABLE TRANSACTION" (WITHIN THE MEANING OF TREASURY
REGULATION SECTION 1.6011-4).
4.11.
Federal Regulations.
No part of the proceeds of any Loans, and no
other extensions of credit hereunder, will be used for "buying" or "carrying"
any "margin stock" within the respective meanings of each of the quoted terms
under 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