EXCEPT FOR PERMITTED
LIENS.
4.9
INTELLECTUAL PROPERTY.
THE BORROWER AND EACH OF ITS RESTRICTED
SUBSIDIARIES OWNS, OR HAS THE LEGAL RIGHT TO USE, ALL UNITED STATES PATENTS,
PATENT APPLICATIONS, TRADEMARKS, TRADEMARK APPLICATIONS, TRADE NAMES,
COPYRIGHTS, TECHNOLOGY, KNOW-HOW AND PROCESSES NECESSARY FOR EACH OF THEM TO
CONDUCT ITS BUSINESS SUBSTANTIALLY AS CURRENTLY CONDUCTED
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(THE "INTELLECTUAL PROPERTY") EXCEPT FOR THOSE THE FAILURE TO OWN OR HAVE SUCH
LEGAL RIGHT TO USE WOULD NOT BE REASONABLY EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
4.10
NO BURDENSOME RESTRICTIONS.
NEITHER THE BORROWER NOR ANY OF ITS
RESTRICTED SUBSIDIARIES IS IN VIOLATION OF ANY REQUIREMENT OF LAW APPLICABLE TO
THE BORROWER OR ANY OF ITS RESTRICTED SUBSIDIARIES THAT WOULD BE REASONABLY
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
4.11
TAXES.
TO THE KNOWLEDGE OF THE BORROWER, EACH OF THE BORROWER AND
ITS RESTRICTED SUBSIDIARIES HAS FILED OR CAUSED TO BE FILED ALL UNITED STATES
FEDERAL INCOME TAX RETURNS AND ALL OTHER MATERIAL TAX RETURNS THAT ARE REQUIRED
TO BE FILED BY IT AND HAS PAID (A) ALL TAXES SHOWN TO BE DUE AND PAYABLE ON SUCH
RETURNS AND (B) ALL TAXES SHOWN TO BE DUE AND PAYABLE ON ANY ASSESSMENTS OF
WHICH IT HAS RECEIVED NOTICE 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, AND NO TAX LIEN HAS BEEN FILED, AND NO CLAIM IS BEING
ASSERTED, WITH RESPECT TO ANY SUCH TAX, FEE OR OTHER CHARGE (OTHER THAN, FOR
PURPOSES OF THIS SUBSECTION 4.11, ANY (I) TAXES, FEES, OTHER CHARGES OR LIENS
WITH RESPECT TO WHICH THE FAILURE TO PAY, OR THE EXISTENCE THEREOF, IN THE
AGGREGATE, WOULD NOT HAVE A MATERIAL ADVERSE EFFECT OR (II) TAXES, FEES OR OTHER
CHARGES THE AMOUNT OR VALIDITY OF WHICH ARE CURRENTLY BEING CONTESTED IN GOOD
FAITH BY APPROPRIATE PROCEEDINGS DILIGENTLY CONDUCTED AND WITH RESPECT TO WHICH
RESERVES IN CONFORMITY WITH GAAP HAVE BEEN PROVIDED ON THE BOOKS OF HOLDING, THE
BORROWER OR ONE OR MORE OF ITS RESTRICTED SUBSIDIARIES, AS THE CASE MAY BE).
4.12
FEDERAL REGULATIONS.
NO PART OF THE PROCEEDS OF ANY EXTENSIONS OF
CREDIT WILL BE USED FOR ANY PURPOSE THAT VIOLATES THE PROVISIONS OF THE
REGULATIONS OF THE BOARD, INCLUDING WITHOUT LIMITATION, REGULATION T, REGULATION
U OR REGULATION X OF THE BOARD.
4.13
ERISA.
(A)
DURING THE FIVE YEAR PERIOD PRIOR TO EACH DATE AS OF WHICH THIS
REPRESENTATION IS MADE, OR DEEMED MADE, WITH RESPECT TO ANY PLAN (OR, WITH
RESPECT TO (F) OR (H) BELOW, AS OF THE DATE SUCH REPRESENTATION IS MADE OR
DEEMED MADE), NONE OF THE FOLLOWING EVENTS OR CONDITIONS, EITHER INDIVIDUALLY OR
IN THE AGGREGATE, HAS RESULTED OR IS REASONABLY LIKELY TO RESULT IN A MATERIAL
ADVERSE EFFECT:
(A) A REPORTABLE EVENT; (B) AN "ACCUMULATED FUNDING DEFICIENCY"
(WITHIN THE MEANING OF SECTION 412 OF THE CODE OR SECTION 302 OF ERISA); (C) ANY
NONCOMPLIANCE WITH THE APPLICABLE PROVISIONS OF ERISA OR THE CODE; (D) A