OPERATION OF LAW, AND NO INVESTIGATION OR REVIEW IS PENDING OR, TO THE ACTUAL
KNOWLEDGE OF BORROWER, THREATENED BY ANY GOVERNMENTAL AUTHORITY, CITIZENS GROUP,
EMPLOYEE OR OTHER PERSON WITH RESPECT TO ANY ALLEGED FAILURE BY BORROWER OR THE
MANAGER OR THE PROPERTY TO HAVE ANY ENVIRONMENTAL, HEALTH OR SAFETY PERMIT,
LICENSE OR OTHER AUTHORIZATION REQUIRED UNDER, OR TO OTHERWISE COMPLY WITH, ANY
ENVIRONMENTAL LAW OR WITH RESPECT TO ANY ALLEGED LIABILITY OF BORROWER OR THE
MANAGER FOR ANY USE OR RELEASE OF ANY HAZARDOUS SUBSTANCES.
(III)
THERE ARE NO PRESENT AND, TO THE ACTUAL KNOWLEDGE OF THE
BORROWER, THERE HAVE BEEN NO PAST RELEASES OF ANY HAZARDOUS SUBSTANCE AT, ON,
IN, UNDER OR FROM THE PROPERTY THAT ARE REASONABLY LIKELY TO FORM THE BASIS OF
ANY ENVIRONMENTAL CLAIM AGAINST BORROWER, THE MANAGER OR AGAINST ANY PERSON
WHOSE LIABILITY FOR ANY ENVIRONMENTAL CLAIM BORROWER OR THE MANAGER HAS OR MAY
HAVE RETAINED OR ASSUMED EITHER CONTRACTUALLY OR BY OPERATION OF LAW.
(IV)
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THERE IS NOT
PRESENT AT, ON, IN OR UNDER THE PROPERTY, PCB-CONTAINING EQUIPMENT, ASBESTOS OR
ASBESTOS CONTAINING MATERIALS, UNDERGROUND STORAGE TANKS OR SURFACE IMPOUNDMENTS
FOR HAZARDOUS SUBSTANCES, LEAD IN DRINKING WATER (EXCEPT IN CONCENTRATIONS THAT
COMPLY WITH ALL ENVIRONMENTAL LAWS), OR LEAD BASED PAINT, THE PRESENCE OF WHICH
IS REASONABLY LIKELY TO RESULT IN A MATERIAL ADVERSE EFFECT.
(V)
NO LIENS ARE PRESENTLY RECORDED WITH THE APPROPRIATE LAND RECORDS
UNDER OR PURSUANT TO ANY ENVIRONMENTAL LAW WITH RESPECT TO THE PROPERTY AND NO
GOVERNMENTAL AUTHORITY HAS BEEN TAKING OR, TO THE ACTUAL KNOWLEDGE OF BORROWER,
IS IN THE PROCESS OF TAKING ANY ACTION THAT COULD SUBJECT THE PROPERTY TO LIENS
UNDER ANY ENVIRONMENTAL LAW.
(VI)
THERE HAVE BEEN NO ENVIRONMENTAL INVESTIGATIONS, STUDIES, AUDITS,
REVIEWS OR OTHER ANALYSES CONDUCTED BY OR THAT ARE IN THE POSSESSION OF BORROWER
IN RELATION TO THE PROPERTY WHICH HAVE NOT BEEN MADE AVAILABLE TO THE AGENT.
(F)
MORTGAGE AND OTHER LIENS.
UPON FILING, EACH MORTGAGE CREATES A
VALID AND ENFORCEABLE FIRST PRIORITY LIEN ON THE PROPERTY DESCRIBED THEREIN, AS
SECURITY FOR THE REPAYMENT OF THE INDEBTEDNESS, SUBJECT ONLY TO THE PERMITTED
ENCUMBRANCES APPLICABLE TO THE PROPERTY. THIS AGREEMENT CREATES A VALID AND
ENFORCEABLE FIRST PRIORITY LIEN ON ALL ACCOUNT COLLATERAL. EACH COLLATERAL
SECURITY INSTRUMENT ESTABLISHES AND CREATES A VALID, SUBSISTING AND ENFORCEABLE
LIEN ON AND A SECURITY INTEREST IN, OR CLAIM TO, THE RIGHTS AND PROPERTY
DESCRIBED THEREIN. ALL PROPERTY COVERED BY ANY COLLATERAL SECURITY INSTRUMENT IN
WHICH A SECURITY INTEREST CAN BE PERFECTED BY THE FILING OF A FINANCING
STATEMENT IS SUBJECT TO A UCC FINANCING STATEMENT FILED AND/OR RECORDED, AS
APPROPRIATE (OR IRREVOCABLY DELIVERED TO AN AGENT FOR SUCH RECORDATION OR
FILING) IN ALL PLACES NECESSARY TO PERFECT A VALID FIRST PRIORITY LIEN WITH
RESPECT TO THE RIGHTS AND
68
PROPERTY THAT ARE THE SUBJECT OF SUCH COLLATERAL SECURITY INSTRUMENT TO THE
EXTENT GOVERNED BY THE UCC.
(G)
ASSESSMENTS.
THERE ARE NO PENDING OR, TO THE ACTUAL KNOWLEDGE OF
BORROWER, PROPOSED SPECIAL OR OTHER