TAX RETURNS
AND REPORTS OF EACH LOAN PARTY REQUIRED TO BE FILED BY ANY OF THEM HAVE BEEN
TIMELY FILED AND ARE COMPLETE AND ACCURATE IN ALL MATERIAL RESPECTS.
ALL TAXES,
ASSESSMENTS, FEES AND OTHER GOVERNMENTAL CHARGES WHICH ARE DUE AND PAYABLE BY
EACH LOAN PARTY HAVE BEEN PAID WHEN DUE; PROVIDED THAT NO SUCH TAX NEED BE PAID
IF ANY LOAN PARTY IS CONTESTING SAME IN GOOD FAITH BY APPROPRIATE PROCEEDINGS
PROMPTLY INSTITUTED AND DILIGENTLY CONDUCTED AND IF SUCH LOAN PARTY HAS
ESTABLISHED APPROPRIATE RESERVES AS SHALL BE REQUIRED IN CONFORMITY WITH GAAP.
AS OF THE CLOSING DATE, NONE OF THE INCOME TAX RETURNS OF ANY LOAN PARTY ARE
UNDER AUDIT AND BORROWER SHALL PROMPTLY NOTIFY AGENT IN THE EVENT THAT ANY LOAN
PARTY'S TAX RETURNS BECOME THE SUBJECT OF AN AUDIT.
NO TAX LIENS HAVE BEEN
FILED AGAINST ANY LOAN PARTY.
THE CHARGES, ACCRUALS AND RESERVES ON THE BOOKS
OF EACH LOAN PARTY IN RESPECT OF ANY TAXES OR OTHER GOVERNMENTAL CHARGES ARE IN
ACCORDANCE WITH GAAP.
EACH OBLIGOR'S FEDERAL TAX IDENTIFICATION NUMBER IS AS
SET FORTH ON SCHEDULE 4.9 HERETO.
4.10
PERFORMANCE OF AGREEMENTS.
NONE OF THE LOAN
PARTIES AND NONE OF THEIR RESPECTIVE SUBSIDIARIES IS IN DEFAULT IN THE
PERFORMANCE, OBSERVANCE OR FULFILLMENT OF ANY OF THE OBLIGATIONS, COVENANTS OR
CONDITIONS CONTAINED IN ANY MATERIAL CONTRACTUAL OBLIGATION OF ANY SUCH
29
PERSON, AND NO CONDITION EXISTS THAT, WITH THE GIVING OF NOTICE OR THE LAPSE OF
TIME OR BOTH, WOULD CONSTITUTE SUCH A DEFAULT, IN ANY SUCH CASE WHICH COULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
BORROWER SHALL
PROMPTLY NOTIFY AGENT OF (A) THE OCCURRENCE OF ANY MATERIAL DEFAULT OR BREACH
UNDER ANY MATERIAL CONTRACTUAL OBLIGATION OF ANY LOAN PARTY, (B) THE TERMINATION
OF ANY MATERIAL CONTRACTUAL OBLIGATION OF ANY LOAN PARTY, IN A MANNER ADVERSE IN
ANY MATERIAL RESPECT TO ANY LOAN PARTY, OR (C) THE MATERIAL AMENDMENT OR
MODIFICATION OF ANY MATERIAL CONTRACTUAL OBLIGATION OF ANY LOAN PARTY, IN A
MANNER ADVERSE IN ANY MATERIAL RESPECT TO ANY LOAN PARTY.
4.11
EMPLOYEE BENEFIT PLANS.
EACH LOAN PARTY AND EACH
ERISA AFFILIATE IS IN COMPLIANCE, AND WILL CONTINUE TO REMAIN IN COMPLIANCE, IN
ALL MATERIAL RESPECTS WITH ALL APPLICABLE PROVISIONS OF ERISA, THE IRC AND ALL
OTHER APPLICABLE LAWS AND THE REGULATIONS AND INTERPRETATIONS THEREOF WITH
RESPECT TO ALL EMPLOYEE BENEFIT PLANS.
NO MATERIAL LIABILITY HAS BEEN INCURRED
BY ANY LOAN PARTY OR ANY ERISA AFFILIATE WHICH REMAINS UNSATISFIED FOR ANY
FUNDING OBLIGATION, TAXES OR PENALTIES WITH RESPECT TO ANY EMPLOYEE BENEFIT
PLAN.
4.12
INTELLECTUAL PROPERTY.
BORROWER AND EACH OF ITS
SUBSIDIARIES OWNS, IS LICENSED TO USE OR OTHERWISE HAS THE RIGHT TO USE, ALL
INTELLECTUAL PROPERTY USED IN OR NECESSARY FOR THE CONDUCT OF ITS BUSINESS AS
CURRENTLY CONDUCTED, AND, AS OF THE CLOSING DATE, ALL PATENTS, TRADEMARKS AND
REGISTERED COPYRIGHTS OWNED BY ANY LOAN PARTY AND ALL LICENSES IN RESPECT OF
INTELLECTUAL PROPERTY TO WHICH ANY LOAN PARTY IS A PARTY, ARE IDENTIFIED ON
SCHEDULE 4.12.
ALL FEDERALLY REGISTERED