NO PART OF THE PROCEEDS OF ANY ADVANCE WILL BE USED
TO PURCHASE OR CARRY ANY MARGIN STOCK OR TO EXTEND CREDIT TO OTHERS FOR THE
PURPOSE OF PURCHASING OR CARRYING ANY MARGIN STOCK.
SECTION 5.9
TAXES.
THE BORROWER AND ITS AFFILIATES HAVE PAID OR
CAUSED TO BE PAID TO THE PROPER AUTHORITIES WHEN DUE ALL FEDERAL, STATE AND
LOCAL TAXES REQUIRED TO BE WITHHELD BY EACH OF THEM.
THE BORROWER AND ITS
AFFILIATES HAVE FILED ALL FEDERAL, STATE AND LOCAL TAX RETURNS WHICH TO THE
KNOWLEDGE OF THE OFFICERS OF THE BORROWER OR ANY AFFILIATE, AS THE CASE MAY BE,
ARE REQUIRED TO BE FILED, AND THE BORROWER AND ITS AFFILIATES HAVE PAID OR
CAUSED TO BE PAID TO THE RESPECTIVE TAXING AUTHORITIES ALL TAXES AS SHOWN ON
SAID RETURNS OR ON ANY ASSESSMENT RECEIVED BY ANY OF THEM TO THE EXTENT SUCH
TAXES HAVE BECOME DUE.
SECTION 5.10
TITLES AND LIENS.
THE BORROWER HAS GOOD AND MARKETABLE
TITLE TO ALL COLLATERAL FREE AND CLEAR OF ALL LIENS OTHER THAN PERMITTED LIENS.
NO FINANCING STATEMENT NAMING THE BORROWER AS DEBTOR IS ON FILE IN ANY OFFICE
EXCEPT TO PERFECT ONLY PERMITTED LIENS.
SECTION 5.11
INTELLECTUAL PROPERTY RIGHTS.
SCHEDULE 5.11 IS A COMPLETE
LIST OF ALL PATENTS, APPLICATIONS FOR PATENTS, TRADEMARKS, APPLICATIONS TO
REGISTER TRADEMARKS, SERVICE MARKS, APPLICATIONS TO REGISTER SERVICE MARKS, MASK
WORKS, TRADE DRESS AND COPYRIGHTS FOR WHICH THE
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BORROWER IS THE OWNER OF RECORD (THE "OWNED INTELLECTUAL PROPERTY").
EXCEPT AS
DISCLOSED ON SCHEDULE 5.11, (I) THE BORROWER OWNS THE OWNED INTELLECTUAL
PROPERTY FREE AND CLEAR OF ALL RESTRICTIONS (INCLUDING COVENANTS NOT TO SUE A
THIRD PARTY), COURT ORDERS, INJUNCTIONS, DECREES, WRITS OR LIENS, WHETHER BY
WRITTEN AGREEMENT OR OTHERWISE, (II) NO PERSON OTHER THAN THE BORROWER OWNS OR
HAS BEEN GRANTED ANY RIGHT IN THE OWNED INTELLECTUAL PROPERTY, (III) ALL OWNED
INTELLECTUAL PROPERTY IS VALID, SUBSISTING AND ENFORCEABLE AND (IV) THE BORROWER
HAS TAKEN ALL COMMERCIALLY REASONABLE ACTION NECESSARY TO MAINTAIN AND PROTECT
THE OWNED INTELLECTUAL PROPERTY.
SECTION 5.12
PLANS.
EXCEPT AS DISCLOSED TO THE LENDER IN WRITING PRIOR
TO THE DATE HEREOF, NEITHER THE BORROWER NOR ANY ERISA AFFILIATE (I) MAINTAINS
OR HAS MAINTAINED ANY PENSION PLAN, (II) CONTRIBUTES OR HAS CONTRIBUTED TO ANY
MULTIEMPLOYER PLAN OR (III) PROVIDES OR HAS PROVIDED POST-RETIREMENT MEDICAL OR
INSURANCE BENEFITS WITH RESPECT TO EMPLOYEES OR FORMER EMPLOYEES (OTHER THAN
BENEFITS REQUIRED UNDER SECTION 601 OF ERISA, SECTION 4980B OF THE IRC OR
APPLICABLE STATE LAW).
NEITHER THE BORROWER NOR ANY ERISA AFFILIATE HAS
RECEIVED ANY NOTICE OR HAS ANY KNOWLEDGE TO THE EFFECT THAT IT IS NOT IN FULL
COMPLIANCE WITH ANY OF THE REQUIREMENTS OF ERISA, THE IRC OR APPLICABLE STATE
LAW WITH RESPECT TO ANY PLAN.
NO REPORTABLE EVENT EXISTS IN CONNECTION WITH ANY
PENSION PLAN.
EACH PLAN THAT IS INTENDED TO QUALIFY UNDER THE IRC IS SO
QUALIFIED, AND NO FACT OR CIRCUMSTANCE EXISTS WHICH MAY HAVE AN ADVERSE EFFECT
ON THE PLAN'S TAX-QUALIFIED STATUS.
NEITHER THE BORROWER NOR ANY ERISA
AFFILIATE HAS (I)