SUBSIDIARY KNOW OF ANY VALID BASIS FOR
ANY SUCH CLAIM.
TO THE BORROWER'S KNOWLEDGE, THE USE OF SUCH INTELLECTUAL
PROPERTY BY THE BORROWER AND ITS SUBSIDIARIES DOES NOT INFRINGE ON THE RIGHTS OF
ANY PERSON NOR, TO THE BORROWER'S KNOWLEDGE, DOES THE USE BY OTHER PERSONS OF
SUCH INTELLECTUAL PROPERTY INFRINGE ON THE RIGHTS OF THE BORROWER OR ANY
SUBSIDIARY.
IN THE EVENT OF THE ENFORCEMENT BY THE AGENT OF ITS RIGHTS AS A
SECURED CREDITOR UNDER THE LOAN DOCUMENTS, THE AGENT WILL NOT BE REQUIRED TO OWN
OR OTHERWISE POSSESS THE RIGHT TO USE ANY PATENT, TRADEMARK OR OTHER
INTELLECTUAL PROPERTY, OR ANY LICENSE TO USE THE SAME, IN ORDER TO SELL ANY
INVENTORY OF ANY LOAN PARTY.
3.9
TAXES.
THE BORROWER AND EACH SUBSIDIARY HAS FILED OR CAUSED TO BE
FILED ALL MATERIAL TAX RETURNS WHICH ARE REQUIRED TO BE FILED AND HAS PAID ALL
MATERIAL TAXES SHOWN TO BE DUE AND PAYABLE ON SAID RETURNS OR ON ANY MATERIAL
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 NOT YET DELINQUENT OR 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 SUCH SUBSIDIARY, AS APPROPRIATE); AND NO TAX LIEN HAS
BEEN FILED, AND NO CLAIM IS BEING ASSERTED WITH RESPECT TO ANY SUCH TAX, FEE OR
OTHER CHARGE.
37
3.10
FEDERAL REGULATIONS.
NO LOAN, NO LETTER OF CREDIT, AND NO PART OF
THE PROCEEDS THEREOF ARE INTENDED TO BE OR WILL BE USED, DIRECTLY OR INDIRECTLY,
FOR "PURCHASING" OR "CARRYING" ANY MARGIN STOCK WITHIN THE RESPECTIVE MEANINGS
OF EACH OF THE QUOTED TERMS UNDER REGULATION U OR FOR ANY PURPOSE WHICH VIOLATES
THE PROVISIONS OF THE REGULATIONS OF THE BOARD OF GOVERNORS OF THE FEDERAL
RESERVE SYSTEM.
IF REQUESTED BY THE AGENT, THE BORROWER WILL FURNISH TO THE
AGENT A STATEMENT TO THE FOREGOING EFFECT IN CONFORMITY WITH THE REQUIREMENTS OF
FORM U-1 REFERRED TO IN REGULATION U.
3.11
ERISA COMPLIANCE.
(A)
THE BORROWER AND EACH SUBSIDIARY IS IN COMPLIANCE IN ALL RESPECTS
WITH ALL APPLICABLE PROVISIONS OF ERISA, AND ALL RULES, REGULATIONS AND ORDERS
IMPLEMENTING ERISA, EXCEPT TO THE EXTENT THAT THE FAILURE TO COMPLY THEREWITH
COULD NOT, IN THE AGGREGATE, HAVE A MATERIAL ADVERSE EFFECT.
(B)
NEITHER THE BORROWER, NOR ANY SUBSIDIARY OR ANY ERISA AFFILIATE
THEREOF MAINTAINS OR CONTRIBUTES TO (OR HAS MAINTAINED OR CONTRIBUTED TO) ANY
MULTIEMPLOYER PLAN UNDER WHICH THE BORROWER, ANY SUBSIDIARY OR ANY ERISA
AFFILIATE THEREOF COULD HAVE ANY WITHDRAWAL LIABILITY.
(C)
NEITHER THE BORROWER, NOR ANY SUBSIDIARY OR ANY ERISA AFFILIATE
THEREOF SPONSORS OR MAINTAINS ANY DEFINED BENEFIT PENSION PLAN UNDER WHICH THERE
IS AN ACCUMULATED FUNDING DEFICIENCY WITHIN THE MEANING OF SECTION 412 OF THE
CODE, WHETHER OR NOT WAIVED.
(D)
THE LIABILITY FOR ACCRUED BENEFITS UNDER