OF THE CONTROLLED GROUP MAINTAINS OR IS REQUIRED TO CONTRIBUTE TO ANY PLAN WHICH
PROVIDES HEALTH, ACCIDENT OR LIFE INSURANCE BENEFITS TO FORMER EMPLOYEES, THEIR
SPOUSES OR DEPENDENTS, OTHER THAN IN ACCORDANCE WITH SECTION 4980B OF THE CODE;
(XIII) NEITHER ANY BORROWER NOR ANY MEMBER OF THE CONTROLLED GROUP HAS
WITHDRAWN, COMPLETELY OR PARTIALLY, WITHIN THE MEANING OF SECTION 4203 OR 4205
OF ERISA, FROM ANY MULTIEMPLOYER PLAN SO AS TO INCUR LIABILITY UNDER THE
MULTIEMPLOYER PENSION PLAN AMENDMENTS ACT OF 1980 AND THERE EXISTS NO FACT WHICH
WOULD REASONABLY BE EXPECTED TO RESULT IN ANY SUCH LIABILITY; AND (XIV) NO PLAN
FIDUCIARY (AS DEFINED IN SECTION 3(21) OF ERISA) HAS ANY LIABILITY FOR BREACH OF
FIDUCIARY DUTY OR FOR ANY FAILURE IN CONNECTION WITH THE ADMINISTRATION OR
INVESTMENT OF THE ASSETS OF A PLAN.
5.9.
PATENTS, TRADEMARKS, COPYRIGHTS AND LICENSES.
ALL PATENT
REGISTRATIONS, PATENT APPLICATIONS, TRADEMARK REGISTRATIONS, TRADEMARK
APPLICATIONS, SERVICE MARK REGISTRATIONS, SERVICE MARK APPLICATIONS, COPYRIGHT
REGISTRATIONS, COPYRIGHT APPLICATIONS, DESIGN RIGHT REGISTRATIONS, TRADE NAME
REGISTRATIONS, ASSUMED NAME REGISTRATIONS, AND MATERIAL INTELLECTUAL PROPERTY
LICENSES OWNED OR UTILIZED BY ANY BORROWER ARE SET FORTH ON SCHEDULE 5.9, ARE IN
FULL FORCE AND EFFECT, ALL APPLICATIONS AND REGISTRATIONS SET FORTH IN SCHEDULE
5.9 HAVE BEEN DULY REGISTERED OR FILED WITH ALL APPROPRIATE GOVERNMENTAL BODIES
AND, TO THE KNOWLEDGE OF EACH BORROWER, ALL LICENSES AND
58
REGISTRATION CONSTITUTE ALL OF THE REGISTERED INTELLECTUAL PROPERTY RIGHTS WHICH
ARE NECESSARY FOR THE OPERATION OF ITS BUSINESS; EXCEPT AS SET FORTH IN SCHEDULE
5.9 HERETO, TO THE KNOWLEDGE OF EACH BORROWER, THERE IS NO OBJECTION TO ANY SUCH
INTELLECTUAL PROPERTY RIGHTS LISTED ON SCHEDULE 5.9 HERETO OR PENDING CHALLENGE
TO THE VALIDITY OF ANY SUCH INTELLECTUAL PROPERTY RIGHT OR LICENSE AND NO
BORROWER IS AWARE OF ANY GROUNDS FOR ANY CHALLENGE.
TO THE KNOWLEDGE OF EACH
BORROWER, EXCEPT AS SET FORTH IN SCHEDULE 5.9 HERETO, EACH MATERIAL PATENT
REGISTRATION, PATENT, PATENT APPLICATION, PATENT LICENSE, TRADEMARK
REGISTRATION, TRADEMARK, TRADEMARK APPLICATION, TRADEMARK LICENSE, SERVICE MARK,
SERVICE MARK APPLICATION, SERVICE MARK LICENSE, DESIGN RIGHT REGISTRATION,
COPYRIGHT REGISTRATION, COPYRIGHT APPLICATION AND COPYRIGHT LICENSE OWNED OR
HELD BY ANY BORROWER CONSISTS OF ORIGINAL MATERIAL OR PROPERTY DEVELOPED BY SUCH
BORROWER OR WAS LAWFULLY ACQUIRED BY SUCH BORROWER FROM THE PROPER AND LAWFUL
OWNER THEREOF.
EACH OF SUCH MATERIAL ITEMS HAS BEEN MAINTAINED SO AS TO
PRESERVE THE VALUE THEREOF FROM THE DATE OF CREATION OR ACQUISITION THEREOF.
WITH RESPECT TO ALL MATERIAL SOFTWARE USED BY ANY BORROWER (OTHER THAN "OFF THE
SHELF" SOFTWARE), SUCH BORROWER IS IN POSSESSION OF ALL SOURCE AND OBJECT CODES
RELATED TO EACH PIECE OF SOFTWARE OR IS THE BENEFICIARY OF A SOURCE CODE ESCROW
AGREEMENT, EACH SUCH SOURCE CODE ESCROW AGREEMENT BEING LISTED ON SCHEDULE 5.9
HERETO.
5.10.
LICENSES AND PERMITS.
EXCEPT AS SET FORTH IN SCHEDULE 5.10, EACH
BORROWER (A) IS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH AND (B) HAS PROCURED
AND IS NOW IN POSSESSION OF, ALL MATERIAL LICENSES OR PERMITS REQUIRED BY ANY
APPLICABLE FEDERAL, STATE, PROVINCIAL OR LOCAL LAW, RULE