PROPERTY, THE TERMS AND PROVISIONS
OF THE RESPECTIVE LEASE THEREFOR AND ANY MATTERS AFFECTING THE FEE TITLE AND ANY
ESTATE SUPERIOR TO THE LEASEHOLD ESTATE RELATED THERETO, AND (C) TITLE OR LEASE
DEFECTS, OR LEASES OR SUBLEASES GRANTED TO OTHERS, WHICH ARE NOT MATERIAL TO THE
FEE PROPERTIES OR THE LEASED PROPERTIES, AS THE CASE MAY BE, TAKEN AS A WHOLE.
THE FEE PROPERTIES CONSTITUTE, AS OF THE CLOSING DATE, SUBSTANTIALLY ALL OF THE
REAL PROPERTY OWNED IN FEE BY THE BORROWER AND ITS SUBSIDIARIES.
5.9.
INTELLECTUAL PROPERTY.
EACH LOAN PARTY, AND EACH OF ITS
SUBSIDIARIES, OWNS, OR IS LICENSED TO USE OR OTHERWISE HAS THE RIGHT TO USE, ALL
TRADEMARKS, TRADE NAMES, COPYRIGHTS, PATENTS, DOMAIN NAMES, TRADE SECRETS AND
OTHER PROPRIETARY INFORMATION THAT IT USES IN THE CONDUCT OF ITS BUSINESS AS
CURRENTLY CONDUCTED EXCEPT FOR THOSE FOR WHICH THE FAILURE TO OWN OR LICENSE
WHICH WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT (THE
"INTELLECTUAL PROPERTY").
TO THE KNOWLEDGE OF EACH LOAN PARTY, NO CLAIM HAS
BEEN ASSERTED AND IS PENDING OR IS THREATENED TO BE ASSERTED BY ANY PERSON
CHALLENGING OR QUESTIONING THE USE OF ANY MATERIAL INTELLECTUAL PROPERTY OR THE
VALIDITY OR ENFORCEABILITY OF ANY SUCH INTELLECTUAL PROPERTY WHICH WOULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, NOR DOES ANY LOAN
PARTY KNOW OF ANY VALID BASIS FOR ANY SUCH CLAIM.
THE USE OF SUCH INTELLECTUAL
PROPERTY BY EACH LOAN PARTY AND ITS SUBSIDIARIES DOES NOT INFRINGE ON THE RIGHTS
OF ANY PERSON, EXCEPT FOR SUCH CLAIMS AND INFRINGEMENTS THAT, IN THE AGGREGATE,
WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
5.10.
TAXES.
EXCEPT AS DISCLOSED IN SCHEDULE 5.10, EACH LOAN PARTY, AND
EACH OF ITS SUBSIDIARIES, HAS FILED OR CAUSED TO BE FILED ALL MATERIAL TAX
RETURNS WHICH ARE REQUIRED TO BE FILED (AND EACH SUCH TAX RETURN IS TRUE AND
CORRECT IN ALL MATERIAL RESPECTS) 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 SUCH LOAN PARTY OR ITS SUBSIDIARIES, AS THE CASE MAY BE), AND NO TAX
LIEN HAS BEEN FILED, AND, TO THE KNOWLEDGE OF THE LOAN PARTIES, NO CLAIM IS
BEING ASSERTED, WITH RESPECT TO ANY SUCH TAX, FEE OR OTHER CHARGE, IN EACH CASE
OTHER THAN TO THE
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EXTENT THAT ANY SUCH FAILURE TO ACT OR EXISTENCE OF CLAIM WOULD NOT, IN THE
AGGREGATE, REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
5.11.
FEDERAL REGULATIONS.
NO PART OF THE PROCEEDS OF ANY LOANS, AND NO
LETTER OF CREDIT, WILL BE USED FOR "PURCHASING" OR "CARRYING" ANY