THE
COLLATERAL, SUBJECT TO NO LIENS, EXCEPT FOR PERMITTED LIENS.
9.14
REAL PROPERTY LOCATIONS.
SET FORTH ON SCHEDULE 9.14 IS A COMPLETE
AND ACCURATE LIST OF THE REAL PROPERTY, SHOWING AS OF THE DATE HEREOF THE STREET
ADDRESS, COUNTY OR OTHER RELEVANT JURISDICTION, STATE, AND RECORD OWNER THEREOF.
9.15
SOLVENCY.
BORROWER IS SOLVENT.
9.16
ERISA.
EACH PLAN IS AND HAS BEEN ADMINISTERED IN COMPLIANCE IN ALL
MATERIAL RESPECTS WITH ALL APPLICABLE LAWS, INCLUDING WITHOUT LIMITATION, THE
APPLICABLE PROVISIONS OF ERISA AND THE INTERNAL REVENUE CODE.
NO ERISA EVENT
HAS OCCURRED AND IS CONTINUING OR, TO THE KNOWLEDGE OF BORROWER, IS REASONABLY
EXPECTED TO OCCUR WITH RESPECT TO ANY PLAN, IN EITHER CASE THAT WOULD BE
REASONABLY LIKELY, INDIVIDUALLY OR IN THE AGGREGATE, TO HAVE A MATERIAL ADVERSE
EFFECT.
NO PLAN HAS ANY UNFUNDED PENSION LIABILITY, AND NEITHER BORROWER NOR
ANY ERISA AFFILIATE HAS ENGAGED IN A TRANSACTION THAT COULD BE SUBJECT TO
SECTION 4069 OR 4212(C) OF ERISA, IN EITHER INSTANCE WHERE THE SAME WOULD BE
REASONABLY LIKELY, INDIVIDUALLY OR IN THE AGGREGATE, TO HAVE A MATERIAL ADVERSE
EFFECT..
9.17
PRIORITY OF LIENS.
COLLATERAL AGENT'S LIEN CONSTITUTES A FIRST
LIEN AGAINST THE COLLATERAL, PRIOR TO ALL OTHER LIENS, INCLUDING THOSE WHICH MAY
HEREAFTER ACCRUE, EXCEPT FOR THE PERMITTED LIENS.
9.18
PATENTS, COPYRIGHTS, ETC.
EXCEPT AS DISCLOSED ON SCHEDULE 9.18
(I) BORROWER HAS NO PATENTS, TRADEMARKS, TRADE NAMES, SERVICE MARKS OR
COPYRIGHTS, AND (II) NO COLLATERAL IS SUBJECT TO ANY LICENSE AGREEMENT RELATING
TO PATENTS, TRADEMARKS, TRADE NAMES, SERVICE MARKS, OR COPYRIGHTS, WHICH COULD,
DIRECTLY OR INDIRECTLY, PRECLUDE OR RENDER IMPRACTICABLE THE REALIZATION OF
COLLATERAL AGENT'S LIEN OR MATERIALLY DIMINISH THE VALUE OF SUCH COLLATERAL.
UPON THE OCCURRENCE OF ANY DEFAULT AND DEMAND OF COLLATERAL AGENT, BORROWER
SHALL PROMPTLY EXECUTE AND DELIVER TO COLLATERAL AGENT A PATENT AND TRADEMARK
SECURITY AGREEMENT IN FORM AND SUBSTANCE AS MAY BE REASONABLY REQUIRED BY
COLLATERAL AGENT, IN ORDER TO GRANT TO COLLATERAL AGENT A LIEN IN ALL OF
BORROWER'S PATENTS, TRADEMARKS, TRADE NAMES, SERVICE MARKS AND COPYRIGHTS, AND
ALL APPLICATIONS THEREFOR AND LICENSES THEREOF.
59
9.19
ACCURACY OF DOCUMENTS.
ALL DOCUMENTS FURNISHED TO LENDER PARTIES
BY OR ON BEHALF OF ANY BORROWER PARTY AS PART OF OR IN SUPPORT OF THE
APPLICATION FOR THE LOANS OR THE LOAN DOCUMENTS ARE TRUE, CORRECT, COMPLETE AND
ACCURATELY REPRESENT THE MATTERS TO WHICH THEY PERTAIN.
9.20
ENVIRONMENTAL MATTERS. EXCEPT AS DISCLOSED ON SCHEDULE 9.20, OR
EXCEPT AS WOULD NOT REASONABLY BE EXPECTED TO GIVE RISE TO A MATERIAL ADVERSE
CHANGE, (A) NO MEMBER OF THE BORROWER CONSOLIDATED GROUP NOR THE MORTGAGED
PROPERTY IS IN MATERIAL VIOLATION OF OR SUBJECT TO ANY EXISTING, PENDING OR
THREATENED INVESTIGATION OR INQUIRY BY ANY GOVERNMENTAL AUTHORITY OR ANY
REMEDIAL OBLIGATIONS UNDER ANY APPLICABLE ENVIRONMENTAL LAWS, AND BORROWER WILL
PROMPTLY NOTIFY AGENT IF ANY RESPONSIBLE OFFICER BECOMES AWARE OF ANY SUCH
INVESTIGATION OR INQUIRY; (B) EXCEPT FOR GOVERNMENTAL APPROVALS ALREADY
OBTAINED, NO MEMBER OF THE BORROWER CONSOLIDATED GROUP HAS OBTAINED OR IS
REQUIRED TO OBTAIN ANY GOVERNMENTAL APPROVALS TO CONSTRUCT, OCCUPY,