WRITING TO LENDER WILL BE, TRUE AND
ACCURATE, IN ALL MATERIAL RESPECTS, ON THE DATE AS OF WHICH SUCH INFORMATION IS
DATED OR CERTIFIED AND NOT INCOMPLETE BY OMITTING TO STATE ANY FACT NECESSARY TO
MAKE SUCH INFORMATION (TAKEN AS A WHOLE) NOT MISLEADING AT SUCH TIME IN LIGHT OF
THE CIRCUMSTANCES UNDER WHICH SUCH INFORMATION WAS PROVIDED.
ON THE CLOSING
DATE, THE CLOSING DATE BUSINESS PLAN REPRESENTS, AND AS OF THE DATE ON WHICH ANY
OTHER PROJECTIONS ARE DELIVERED TO LENDER, SUCH ADDITIONAL PROJECTIONS REPRESENT
BORROWER'S GOOD FAITH BEST ESTIMATE OF ITS FUTURE PERFORMANCE FOR THE PERIODS
COVERED THEREBY.
4.15
INVESTMENT COMPANY ACT.
BORROWER IS NOT AN "INVESTMENT COMPANY" OR
A COMPANY "CONTROLLED" BY AN "INVESTMENT COMPANY," WITHIN THE MEANING OF THE
INVESTMENT COMPANY ACT OF 1940, AS AMENDED.
4.16
NO FINANCING OF CORPORATE TAKEOVERS.
NO PROCEEDS OF ANY ADVANCES
HEREUNDER WILL BE USED TO ACQUIRE ANY SECURITY IN ANY TRANSACTION WHICH IS
SUBJECT TO SECTIONS 13 OR 14 OF THE SECURITIES EXCHANGE ACT OF 1934, INCLUDING,
SECTIONS 13(D) AND 14(D) THEREOF.
4.17
LOCATION OF BORROWER.
BORROWER'S PRINCIPAL PLACE OF BUSINESS AND
CHIEF EXECUTIVE OFFICES ARE LOCATED AT THE ADDRESS STATED IN THE PREAMBLE OF
THIS AGREEMENT; PROVIDED, THAT AFTER THE CLOSING DATE SUCH PRINCIPAL PLACE OF
BUSINESS AND CHIEF EXECUTIVE OFFICES MAY BE RELOCATED IF BORROWER COMPLIES WITH
THE REQUIREMENTS OF SECTION 6.10.
4.18
USE OF PROCEEDS.
BORROWER'S USE OF THE PROCEEDS OF ANY ADVANCES
AND RE-ADVANCES MADE BY LENDER TO BORROWER PURSUANT TO THIS AGREEMENT ARE, AND
WILL CONTINUE TO BE, LEGAL AND PROPER CORPORATE USES DULY AUTHORIZED BY ITS
BOARD OF DIRECTORS AND PERMITTED UNDER SECTION 2.10, AND SUCH USES ARE
CONSISTENT WITH ALL APPLICABLE LAWS AND STATUTES, AS IN EFFECT AS OF THE DATE
HEREOF.
4.19
HAZARDOUS MATERIALS.
(A)
THE OPERATIONS OF BORROWER COMPLY IN ALL MATERIAL RESPECTS WITH
ALL ENVIRONMENTAL LAWS.
(B)
BORROWER HAS OBTAINED ALL MATERIAL GOVERNMENTAL AUTHORIZATIONS
UNDER ENVIRONMENTAL LAWS NECESSARY TO ITS OPERATIONS, AND ALL SUCH GOVERNMENTAL
AUTHORIZATIONS ARE IN GOOD STANDING IN ALL MATERIAL RESPECTS, AND BORROWER IS IN
COMPLIANCE WITH ALL MATERIAL TERMS AND CONDITIONS OF SUCH GOVERNMENTAL
AUTHORIZATIONS.
(C)
(I)
BORROWER HAS NOT RECEIVED (A) ANY NOTICE OR CLAIM TO THE
EFFECT THAT IT IS OR COULD REASONABLY BE EXPECTED TO BE SUBJECT TO A MATERIAL
LIABILITY TO ANY PERSON AS A RESULT OF THE RELEASE OR THREATENED RELEASE OF ANY
HAZARDOUS MATERIALS OR (B) ANY LETTER OR REQUEST FOR INFORMATION UNDER SECTION
104 OF CERCLA (42 U.S.C. §§ 9604 ET SEQ.) OR COMPARABLE STATE LAWS, AND (II) TO
BORROWER'S KNOWLEDGE, NONE OF ITS OPERATIONS IS THE SUBJECT OF ANY FEDERAL OR
STATE INVESTIGATION EVALUATING WHETHER ANY REMEDIAL ACTION IS NEEDED TO RESPOND
TO A RELEASE OR THREATENED RELEASE OF ANY HAZARDOUS MATERIAL AT ANY PROPERTY.
(D)
NONE OF THE OPERATIONS OF BORROWER IS THE SUBJECT OF ANY PENDING
JUDICIAL OR ADMINISTRATIVE PROCEEDING ALLEGING THE VIOLATION OF OR LIABILITY
UNDER ANY ENVIRONMENTAL LAWS
34
WHICH IF ADVERSELY DETERMINED COULD REASONABLY BE EXPECTED TO RESULT IN A
MATERIAL