AFFILIATE HAS INCURRED WITHDRAWAL LIABILITY, WITHIN
THE MEANING OF SECTION 4201 OF ERISA, WITH RESPECT TO ANY SUCH MULTI-EMPLOYER
PLAN AND NEITHER ANY BORROWER NOR ANY AFFILIATE HAS ANY KNOWLEDGE THAT ANY SUCH
MULTI-EMPLOYER PLAN TO WHICH ANY BORROWER OR ANY AFFILIATE THEREOF IS REQUIRED
TO CONTRIBUTE IS IN REORGANIZATION OR IS INSOLVENT PURSUANT TO SECTION 4241 OR
4245 OF ERISA; (V) NO PENSION PLAN WHICH IS NOT A MULTI-EMPLOYER PLAN IS
INSOLVENT OR IN REORGANIZATION; (VI) NEITHER ANY BORROWER NOR ANY AFFILIATE HAS
CEASED OPERATIONS AT A FACILITY WITH THE RESULT THAT ANY BORROWER OR ANY
AFFILIATE THEREOF IS TO BE TREATED AS A SUBSTANTIAL EMPLOYER AS PROVIDED IN
SECTION 4062(E) OF ERISA, OR HAS WITHDRAWN FROM A PENSION PLAN WITH RESPECT TO
WHICH IT WAS A "SUBSTANTIAL EMPLOYER"; (VII) NEITHER ANY BORROWER NOR ANY
AFFILIATE AND NO PENSION PLAN OR TRUST CREATED THEREUNDER HAS INCURRED ANY
"ACCUMULATED FUNDING DEFICIENCY" (AS SUCH TERM IS DEFINED IN SECTION 412 OF THE
CODE AND SECTION 302 OF ERISA) WHETHER OR NOT WAIVED, SINCE THE EFFECTIVE DATE
OF ERISA; (VIII) NO CONDITION EXISTS WHICH PRESENTS A MATERIAL RISK TO ANY
BORROWER OR ANY AFFILIATE OF INCURRING A LIABILITY TO OR ON ACCOUNT OF A PENSION
PLAN OR PLAN PURSUANT TO ANY OF THE FOREGOING SECTIONS OF THE CODE AND ERISA;
(IX) THE AGGREGATE CURRENT VALUE OF ALL ASSETS OF PENSION PLANS WHICH ARE
SINGLE-EMPLOYER PLANS (I.E., PLANS WHICH ARE NOT REFERRED TO IN CLAUSE
(IV) HEREOF), BASED UPON ACTUARIAL ASSUMPTIONS WHICH ARE REASONABLE IN GENERAL
AND IN RELATION TO THE EXPERIENCE OF SUCH PENSION PLANS, IS AT LEAST EQUAL TO
THE AGGREGATE CURRENT VALUE OF ALL ACCRUED BENEFITS UNDER SUCH PENSION PLANS;
AND (X) NO PENSION PLAN AND NEITHER ANY BORROWER NOR ANY AFFILIATE HAS INCURRED
ANY LIABILITY TO THE PENSION BENEFIT GUARANTY CORPORATION OR ANY GOVERNMENTAL
AUTHORITY SUCCEEDING TO ANY AND ALL OF THE FUNCTIONS OF SAID CORPORATION (THE
"PBGC") OVER AND ABOVE PREMIUMS REQUIRED BY LAW.
3.14
INTELLECTUAL PROPERTY; FRANCHISES.
EACH OF THE BORROWERS AND ITS
SUBSIDIARIES, RESPECTIVELY, HAS ALL LICENSES, FRANCHISES, PATENTS, PATENT
APPLICATIONS, PATENT LICENSES, PATENT RIGHTS, TRADEMARK RIGHTS, TRADE NAMES,
TRADE NAME RIGHTS, COPYRIGHTS, PERMITS, AUTHORIZATIONS AND OTHER RIGHTS AS ARE
NECESSARY FOR THE CONDUCT OF ITS BUSINESS.
ALL OF THE FOREGOING ARE IN FULL
FORCE AND EFFECT, AND EACH OF THE BORROWERS AND ITS SUBSIDIARIES IS IN
COMPLIANCE WITH THE FOREGOING WITHOUT ANY KNOWN CONFLICT WITH THE VALID RIGHTS
OF OTHERS WHICH WOULD AFFECT OR IMPAIR IN A MATERIAL MANNER THE CONDITION
(FINANCIAL OR OTHERWISE), PROPERTIES, BUSINESS OR RESULTS OF OPERATIONS OF THE
BORROWERS AND
39
THEIR RESPECTIVE SUBSIDIARIES TAKEN AS A WHOLE.
NO EVENT HAS OCCURRED WHICH
PERMITS, OR AFTER NOTICE OF LAPSE OF TIME OR BOTH WOULD PERMIT, THE REVOCATION
OR TERMINATION OF ANY SUCH LICENSE OR OTHER RIGHT, AND MATERIALLY AND ADVERSELY
AFFECTS THE RIGHTS OF ANY BORROWER OR ANY SUBSIDIARY OF ANY BORROWER
THEREUNDER.
THERE IS NO LITIGATION OR OTHER PROCEEDING OR DISPUTE THE RESULT OF
WHICH MAY MATERIALLY AND ADVERSELY