THEREOF OR INTEREST
THEREIN AND (II) LEASED, SUBLEASED OR OTHERWISE OCCUPIED OR UTILIZED BY ANY SUCH
COMPANY, AS LESSEE, SUBLESSEE, FRANCHISEE OR LICENSEE, AS OF THE DATE HEREOF AND
DESCRIBES THE TYPE OF INTEREST THEREIN HELD BY SUCH COMPANY AND, IN EACH OF THE
CASES DESCRIBED IN CLAUSES (I) AND (II) OF THIS SECTION 3.05(B), WHETHER ANY
LEASE REQUIRES THE CONSENT OF THE LANDLORD OR TENANT THEREUNDER, OR OTHER PARTY
THERETO, TO THE TRANSACTIONS.
(C)
NO CASUALTY EVENT.
NO SUCH COMPANY HAS RECEIVED ANY NOTICE OF,
NOR HAS ANY KNOWLEDGE OF, THE OCCURRENCE OR PENDENCY OR CONTEMPLATION OF ANY
CASUALTY EVENT AFFECTING ALL OR ANY PORTION OF ITS PROPERTY.
NO MORTGAGE
ENCUMBERS IMPROVED REAL PROPERTY THAT IS LOCATED IN AN AREA THAT HAS BEEN
IDENTIFIED BY THE SECRETARY OF HOUSING AND URBAN DEVELOPMENT AS AN AREA HAVING
SPECIAL FLOOD HAZARDS WITHIN THE MEANING OF THE NATIONAL FLOOD INSURANCE ACT OF
1968 UNLESS FLOOD INSURANCE AVAILABLE UNDER SUCH ACT HAS BEEN OBTAINED IN
ACCORDANCE WITH SECTION 5.04.
(D)
COLLATERAL.
EACH SUCH COMPANY OWNS OR HAS RIGHTS TO USE ALL OF
THE COLLATERAL AND ALL RIGHTS WITH RESPECT TO ANY OF THE FOREGOING USED IN,
NECESSARY FOR OR MATERIAL TO EACH SUCH COMPANY'S BUSINESS AS CURRENTLY
CONDUCTED.
THE USE BY EACH COMPANY OF SUCH COLLATERAL AND ALL SUCH RIGHTS WITH
RESPECT TO THE FOREGOING DO NOT INFRINGE ON THE RIGHTS OF ANY PERSON OTHER THAN
SUCH
67
INFRINGEMENT WHICH COULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE
EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
NO CLAIM HAS BEEN MADE AND
REMAINS OUTSTANDING THAT ANY SUCH COMPANY'S USE OF ANY COLLATERAL DOES OR MAY
VIOLATE THE RIGHTS OF ANY THIRD PARTY THAT COULD, INDIVIDUALLY OR IN THE
AGGREGATE, REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
SECTION 3.06
Intellectual Property.
(A)
OWNERSHIP/NO CLAIMS.
EACH SUCH LOAN PARTY OWNS, OR IS LICENSED TO
USE, ALL INTELLECTUAL PROPERTY NECESSARY FOR THE CONDUCT OF ITS BUSINESS AS
CURRENTLY CONDUCTED, EXCEPT FOR THOSE THE FAILURE TO OWN OR LICENSE WHICH,
INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO RESULT IN
A MATERIAL ADVERSE EFFECT.
NO CLAIM HAS BEEN ASSERTED AND IS PENDING BY ANY
PERSON CHALLENGING OR QUESTIONING THE USE OF ANY SUCH INTELLECTUAL PROPERTY OR
THE VALIDITY OR EFFECTIVENESS OF ANY SUCH INTELLECTUAL PROPERTY, NOR DOES ANY
SUCH LOAN PARTY KNOW OF ANY VALID BASIS FOR ANY SUCH CLAIM.
THE USE OF SUCH
INTELLECTUAL PROPERTY BY EACH LOAN PARTY DOES NOT INFRINGE THE RIGHTS OF ANY
PERSON, EXCEPT FOR SUCH CLAIMS AND INFRINGEMENTS THAT, INDIVIDUALLY OR IN THE
AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE
CHANGE IN THE BUSINESS, PROPERTY, RESULTS OF OPERATIONS, PROSPECTS OR CONDITION,
FINANCIAL OR OTHERWISE, OF SUCH COMPANY.
(B)
REGISTRATIONS.
EXCEPT PURSUANT TO LICENSES AND OTHER USER
AGREEMENTS ENTERED INTO BY EACH LOAN PARTY IN THE ORDINARY COURSE OF BUSINESS
THAT ARE LISTED IN SCHEDULE 12(A) OR 12(B) TO THE PERFECTION CERTIFICATE, ON AND
AS OF THE DATE HEREOF