USED, OR HAS BEEN USED AT ANY PREVIOUS TIME, FOR THE DISPOSAL, STORAGE,
TREATMENT, PROCESSING OR OTHER HANDLING OF HAZARDOUS MATERIALS IN VIOLATION OF
ANY ENVIRONMENTAL LAW NOR IS ANY SUCH PROPERTY AFFECTED BY ANY HAZARDOUS
MATERIALS CONTAMINATION.
(B)
NO UNDERGROUND STORAGE TANKS ARE LOCATED ON ANY PROPERTIES NOW OR
PREVIOUSLY OWNED, LEASED OR OPERATED BY ANY CREDIT PARTY, OR WERE LOCATED ON ANY
SUCH PROPERTY AND SUBSEQUENTLY REMOVED OR FILLED.
(C)
NO NOTICE, NOTIFICATION, DEMAND, REQUEST FOR INFORMATION,
COMPLAINT, CITATION, SUMMONS, INVESTIGATION, ADMINISTRATIVE ORDER, CONSENT ORDER
AND AGREEMENT, LITIGATION OR SETTLEMENT WITH RESPECT TO HAZARDOUS MATERIALS OR
HAZARDOUS MATERIALS CONTAMINATION IS IN EXISTENCE OR, TO BORROWERS' KNOWLEDGE,
PROPOSED, THREATENED OR ANTICIPATED WITH RESPECT TO OR IN CONNECTION WITH THE
OPERATION OF ANY PROPERTIES NOW OR PREVIOUSLY OWNED, LEASED OR OPERATED BY ANY
CREDIT PARTY.
ALL SUCH PROPERTIES AND THEIR EXISTING AND PRIOR USES, AND ANY
DISPOSAL OF HAZARDOUS MATERIALS FROM ANY THEREOF, COMPLY AND AT ALL TIMES HAVE
COMPLIED WITH ALL ENVIRONMENTAL LAWS.
THERE IS NO CONDITION ON ANY OF SUCH
PROPERTIES WHICH IS IN VIOLATION OF ANY ENVIRONMENTAL LAWS AND NO CREDIT PARTY
HAS RECEIVED ANY COMMUNICATION FROM OR ON BEHALF OF ANY GOVERNMENTAL AUTHORITY
THAT ANY SUCH CONDITION EXISTS.
(D)
THERE HAS BEEN NO ENVIRONMENTAL INVESTIGATION, STUDY, AUDIT, TEST,
REVIEW OR OTHER ANALYSIS CONDUCTED OF WHICH BORROWERS HAVE KNOWLEDGE IN RELATION
TO THE CURRENT OR PRIOR BUSINESS OF BORROWERS OR ANY PROPERTY OR FACILITY NOW OR
PREVIOUSLY OWNED, LEASED OR OPERATED BY ANY CREDIT PARTY WHICH HAS NOT BEEN
DELIVERED TO AGENT.
(E)
FOR PURPOSES OF THIS SECTION 3.18, EACH CREDIT PARTY SHALL BE
DEEMED TO INCLUDE ANY BUSINESS OR BUSINESS ENTITY (INCLUDING A CORPORATION)
WHICH IS, IN WHOLE OR IN PART, A PREDECESSOR OF SUCH CREDIT PARTY.
SECTION 3.19
INTELLECTUAL PROPERTY.
EACH CREDIT PARTY OWNS, IS
LICENSED TO USE OR OTHERWISE HAS THE RIGHT TO USE, ALL INTELLECTUAL PROPERTY
THAT IS MATERIAL TO THE CONDITION (FINANCIAL OR OTHER), BUSINESS OR OPERATIONS
OF SUCH CREDIT PARTY AND ALL SUCH INTELLECTUAL PROPERTY EXISTING AS OF THE
CLOSING DATE AND REGISTERED WITH THE U.S. GOVERNMENT, ANY FOREIGN GOVERNMENT OR
ANY AGENCY OR DEPARTMENT THEREOF IS SET FORTH ON THE INFORMATION CERTIFICATE.
ALL INTELLECTUAL PROPERTY OF EACH CREDIT PARTY IS FULLY PROTECTED AND/OR DULY
AND PROPERLY REGISTERED, FILED OR ISSUED IN THE APPROPRIATE OFFICE AND
JURISDICTIONS FOR SUCH REGISTRATIONS, FILINGS OR ISSUANCES.
TO BORROWERS'
KNOWLEDGE, EACH CREDIT PARTY CONDUCTS ITS BUSINESS WITHOUT INFRINGEMENT OR CLAIM
OF INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF OTHERS AND THERE IS NO
INFRINGEMENT OR CLAIM OF INFRINGEMENT BY OTHERS OF ANY INTELLECTUAL PROPERTY
RIGHTS OF ANY CREDIT PARTY, WHICH INFRINGEMENT OR CLAIM OF INFRINGEMENT COULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
SECTION 3.20
REAL PROPERTY INTERESTS.
EXCEPT FOR THE OWNERSHIP,
LEASEHOLD OR OTHER INTERESTS SET FORTH IN THE INFORMATION CERTIFICATE, NO CREDIT
PARTY HAS, AS OF THE CLOSING DATE, ANY OWNERSHIP, LEASEHOLD OR OTHER INTEREST IN
REAL PROPERTY.
SECTION 3.21
SOLVENCY.
EACH CREDIT PARTY:
(A) OWNS AND WILL OWN
ASSETS