THOSE THE FAILURE TO OWN OR LICENSE WHICH COULD NOT REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT (THE "INTELLECTUAL PROPERTY").
NO
CLAIM HAS BEEN ASSERTED AND IS PENDING BY ANY PERSON CHALLENGING OR QUESTIONING
THE USE OF ANY SUCH INTELLECTUAL PROPERTY OR THE VALIDITY OR EFFECTIVENESS OF
ANY SUCH INTELLECTUAL PROPERTY WHICH, IF ACCURATE, COULD REASONABLY BE EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT, NOR DOES ANY BORROWER KNOW OF ANY VALID BASIS
FOR ANY SUCH CLAIM.
TO THE BEST KNOWLEDGE OF EACH BORROWER, THE USE OF SUCH
INTELLECTUAL PROPERTY BY SUCH BORROWER AND ITS SUBSIDIARIES DOES NOT INFRINGE ON
THE RIGHTS OF ANY PERSON, EXCEPT FOR SUCH CLAIMS AND INFRINGEMENTS THAT, IN THE
AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
65
7.11.
TAXES.
EACH OF THE COMPANY, EACH OF ITS MATERIAL SUBSIDIARIES AND EACH
OTHER BORROWER HAS FILED OR CAUSED TO BE FILED ALL TAX RETURNS WHICH, TO THE
KNOWLEDGE OF EACH BORROWER 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 RESPECT TO WHICH RESERVES IN CONFORMITY WITH GAAP HAVE BEEN
PROVIDED ON THE BOOKS OF THE COMPANY OR ITS SUBSIDIARIES, AS THE CASE MAY BE);
NO TAX LIEN HAS BEEN FILED, AND, TO THE KNOWLEDGE OF EACH BORROWER, NO CLAIM IS
BEING ASSERTED, WITH RESPECT TO ANY SUCH TAX, FEE OR OTHER CHARGE.
7.12.
FEDERAL REGULATIONS.
NO PART OF THE PROCEEDS OF ANY LOANS, AND NO OTHER
EXTENSIONS OF CREDIT HEREUNDER,
WILL BE USED IN ANY MANNER WHICH WOULD VIOLATE,
OR RESULT IN THE VIOLATION OF, REGULATION U OF THE BOARD OF GOVERNORS OF THE
FEDERAL RESERVE SYSTEM AS NOW AND FROM TIME TO TIME HEREAFTER IN EFFECT.
IF
REQUESTED BY ANY LENDER OR ANY ADMINISTRATIVE AGENT, EACH BORROWER WILL FURNISH
TO EACH ADMINISTRATIVE AGENT AND EACH LENDER A STATEMENT TO THE FOREGOING EFFECT
IN CONFORMITY WITH THE REQUIREMENTS OF FR FORM U-1 REFERRED TO IN SAID
REGULATION U.
7.13.
ERISA.
NEITHER A REPORTABLE EVENT NOR AN "ACCUMULATED FUNDING
DEFICIENCY" (WITHIN THE MEANING OF SECTION 412 OF THE CODE OR SECTION 302 OF
ERISA) HAS OCCURRED DURING THE FIVE-YEAR PERIOD PRIOR TO THE DATE ON WHICH THIS
REPRESENTATION IS MADE OR DEEMED MADE WITH RESPECT TO ANY PLAN, AND EACH PLAN
HAS COMPLIED IN ALL MATERIAL RESPECTS WITH THE APPLICABLE PROVISIONS OF ERISA
AND THE CODE.
NO TERMINATION OF A SINGLE EMPLOYER PLAN HAS OCCURRED THAT
RESULTED, OR COULD REASONABLY BE EXPECTED TO RESULT, IN A MATERIAL LIABILITY TO
THE COMPANY OR ANY MATERIAL SUBSIDIARY, AND NO LIEN IN FAVOR OF THE PBGC OR A
PLAN HAS ARISEN, DURING SUCH FIVE-YEAR PERIOD.
THE PRESENT VALUE OF