LAW.
SECTION 4.2.
REPRESENTATIONS AND WARRANTIES AS TO EACH PROPERTY.
BORROWER HEREBY REPRESENTS AND WARRANTS TO THE AGENT THAT, AS TO ALL PROPERTY,
AS OF EACH ADVANCE CLOSING DATE, EXCEPT AS OTHERWISE DISCLOSED TO AGENT ON
SCHEDULE VI HERETO:
(A)
TITLE TO THE PROPERTY.
BORROWER OWNS GOOD, MARKETABLE AND
INSURABLE FEE SIMPLE TITLE TO THE APPLICABLE LAND, FREE AND CLEAR OF ALL LIENS,
OTHER THAN THE PERMITTED ENCUMBRANCES APPLICABLE TO THE LAND. BORROWER OWNS THE
OTHER PROPERTY FREE AND CLEAR OF ANY AND ALL LIENS, OTHER THAN PERMITTED
ENCUMBRANCES. THERE ARE NO OUTSTANDING OPTIONS TO PURCHASE OR RIGHTS OF FIRST
REFUSAL OR RESTRICTIONS ON TRANSFERABILITY AFFECTING SUCH PROPERTY.
(B)
UTILITIES AND PUBLIC ACCESS.
TO THE BEST OF BORROWER'S KNOWLEDGE,
THE PROPERTY HAS ADEQUATE RIGHTS OF ACCESS TO PUBLIC WAYS AND IS SERVED BY
WATER, ELECTRIC, SEWER, SANITARY SEWER AND STORM DRAIN FACILITIES. ALL PUBLIC
UTILITIES NECESSARY TO THE CONTINUED USE AND ENJOYMENT OF THE PROPERTY AS
PRESENTLY USED AND ENJOYED ARE LOCATED IN THE PUBLIC RIGHT-OF-WAY ABUTTING THE
PREMISES, AND ALL SUCH UTILITIES ARE CONNECTED SO AS TO SERVE THE PROPERTY
WITHOUT PASSING OVER OTHER PROPERTY EXCEPT FOR LAND OR EASEMENT AREAS OF OR
AVAILABLE TO THE UTILITY COMPANY PROVIDING SUCH UTILITY SERVICE. ALL ROADS
NECESSARY FOR THE FULL UTILIZATION OF THE PROPERTY FOR ITS CURRENT PURPOSE HAVE
BEEN COMPLETED AND DEDICATED TO PUBLIC USE AND ACCEPTED BY ALL GOVERNMENTAL
AUTHORITIES OR ARE THE SUBJECT OF ACCESS EASEMENTS FOR THE BENEFIT OF THE
PROPERTY.
(C)
CONDEMNATION.
NO TAKING HAS BEEN COMMENCED NOR HAS BORROWER
RECEIVED WRITTEN NOTICE OF A TAKING, WITH RESPECT TO ALL OR ANY PORTION OF THE
PROPERTY OR FOR THE RELOCATION OF ROADWAYS PROVIDING ACCESS TO THE PROPERTY.
(D)
COMPLIANCE.
THE PROPERTY IS IN COMPLIANCE WITH ALL APPLICABLE
LEGAL REQUIREMENTS (INCLUDING, WITHOUT LIMITATION, BUILDING AND ZONING
ORDINANCES AND CODES) AND ALL APPLICABLE INSURANCE REQUIREMENTS, EXCEPT FOR
NONCOMPLIANCE WHICH IS NOT REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT.
(E)
ENVIRONMENTAL COMPLIANCE.
EXCEPT FOR MATTERS SET FORTH IN THE
ENVIRONMENTAL REPORTS DELIVERED TO AGENT IN CONNECTION WITH THE LOAN (TRUE,
CORRECT AND COMPLETE COPIES OF WHICH HAVE BEEN PROVIDED TO AGENT BY BORROWER):
(I)
BORROWER IS IN FULL COMPLIANCE WITH ALL APPLICABLE ENVIRONMENTAL
LAWS WITH RESPECT TO THE PROPERTY (WHICH COMPLIANCE INCLUDES, BUT IS NOT LIMITED
TO, THE POSSESSION BY BORROWER OR THE MANAGER OF ALL ENVIRONMENTAL, HEALTH AND
SAFETY PERMITS, LICENSES AND OTHER GOVERNMENTAL AUTHORIZATIONS REQUIRED IN
CONNECTION WITH THE OWNERSHIP AND OPERATION OF THE PROPERTY UNDER ALL
ENVIRONMENTAL LAWS), EXCEPT FOR NONCOMPLIANCE WHICH IS NOT REASONABLY LIKELY TO
HAVE A MATERIAL ADVERSE EFFECT.
67
(II)
THERE IS NO ENVIRONMENTAL CLAIM PENDING OR, TO THE ACTUAL
KNOWLEDGE OF BORROWER, THREATENED, AND NO PENALTIES ARISING UNDER ENVIRONMENTAL
LAWS HAVE BEEN ASSESSED, AGAINST BORROWER OR THE MANAGER WITH RESPECT TO THE
PROPERTY OR, TO THE ACTUAL KNOWLEDGE OF BORROWER, AGAINST ANY PERSON WITH
RESPECT TO THE PROPERTY WHOSE LIABILITY FOR ANY ENVIRONMENTAL CLAIM BORROWER OR
THE MANAGER HAS OR MAY HAVE RETAINED OR ASSUMED EITHER CONTRACTUALLY OR BY