NO SUCH REAL PROPERTY HAS
EVER BEEN USED (BY THE BORROWER AND/OR ANY US SUBSIDIARY OR, TO THE BORROWER'S
KNOWLEDGE, BY ANY OTHER PERSON) AS (A) A DISPOSAL SITE OR PERMANENT STORAGE SITE
FOR ANY HAZARDOUS MATERIAL OR (B) A TEMPORARY STORAGE SITE FOR ANY HAZARDOUS
MATERIAL, IN EACH INSTANCE IN MATERIAL VIOLATION OF APPLICABLE LAW.
EXCEPT AS
MAY BE SET FORTH ON SCHEDULE 3.18, THE BORROWER HAS BEEN ISSUED AND IS IN
COMPLIANCE WITH ALL MATERIAL PERMITS, LICENSES, APPROVALS AND OTHER
AUTHORIZATIONS RELATING TO ENVIRONMENTAL MATTERS AND
16
NECESSARY OR DESIRABLE FOR ITS BUSINESS, AND HAS FILED ALL NOTIFICATIONS AND
REPORTS RELATING TO CHEMICAL SUBSTANCES, AIR EMISSIONS, UNDERGROUND STORAGE
TANKS, EFFLUENT DISCHARGES AND HAZARDOUS MATERIAL WASTE STORAGE, TREATMENT AND
DISPOSAL REQUIRED IN CONNECTION WITH THE OPERATION OF ITS BUSINESSES.
ALL
HAZARDOUS MATERIALS USED OR GENERATED BY THE BORROWER OR ANY US SUBSIDIARY OR
ANY BUSINESS MERGED INTO OR OTHERWISE ACQUIRED BY THE BORROWER OR ANY US
SUBSIDIARY HAVE BEEN GENERATED, ACCUMULATED, STORED, TRANSPORTED, TREATED,
RECYCLED AND DISPOSED OF IN COMPLIANCE WITH ALL APPLICABLE LAWS AND
REGULATIONS.
NEITHER THE BORROWER NOR ANY OF ITS US SUBSIDIARIES HAS ANY
LIABILITIES WITH RESPECT TO HAZARDOUS MATERIALS, AND TO THE KNOWLEDGE OF THE
BORROWER, NO FACTS OR CIRCUMSTANCES EXIST WHICH COULD GIVE RISE TO LIABILITIES
WITH RESPECT TO THE VIOLATION (WHETHER BY THE BORROWER OR ANY OTHER PERSON) OF
ANY ENVIRONMENTAL LAW AND/OR HAZARDOUS MATERIALS, WHICH IS REASONABLY LIKELY TO
HAVE A MATERIAL ADVERSE EFFECT.
3.19.
PATENTS, TRADEMARKS, INTELLECTUAL PROPERTY.
THE BORROWER OWNS OR
OTHERWISE HAS RIGHTS TO USE ALL OF ITS MATERIAL PROPRIETARY RIGHTS AND SUCH
PROPRIETARY RIGHTS ARE ADEQUATE FOR THE CONDUCT OF ITS BUSINESS AS NOW
CONDUCTED, WITHOUT ANY KNOWN CONFLICT WITH THE RIGHTS OR CLAIMED RIGHTS OF
OTHERS.
3.20.
CHIEF EXECUTIVE OFFICES PRINCIPAL PLACE OF BUSINESS.
THE CHIEF
EXECUTIVE OFFICE AND PRINCIPAL PLACE OF BUSINESS OF THE BORROWER IS, AND AT ALL
TIMES SINCE APRIL, 1997, HAS BEEN, LOCATED AT 84 OCTOBER HILL ROAD, HOLLISTON,
MASSACHUSETTS
01746.
THE BORROWER SHALL NOT MAKE ANY CHANGE IN THE LOCATION OF
ITS CHIEF EXECUTIVE OFFICE WITHOUT GIVING THE AGENT AT LEAST THIRTY (30) DAYS'
PRIOR WRITTEN NOTICE THEREOF.
3.21.
TRADE AND OTHER NAMES.
THE EXACT LEGAL NAME OF THE BORROWER IS
HARVARD BIOSCIENCE, INC.
EXCEPT AS SET FORTH ON SCHEDULE 3.21 ATTACHED HERETO,
DURING THE LAST FIVE YEARS ENDING ON THE DATE HEREOF, THE BORROWER HAS NOT
CONDUCTED ANY BUSINESS UNDER ANY OTHER NAME (INCLUDING ANY D/B/A, TRADE OR
ASSUMED NAME).
3.22.
SECURITIES LAWS.
THE BORROWER IS NOT A "HOLDING COMPANY" OR A
"SUBSIDIARY COMPANY" OF A "HOLDING COMPANY", OR AN "AFFILIATE" OF A "HOLDING
COMPANY" OR OF A "SUBSIDIARY COMPANY" OF A "HOLDING COMPANY", AS SUCH TERMS ARE
DEFINED IN THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935.
THE BORROWER IS NOT
AN "INVESTMENT COMPANY" OR A COMPANY "CONTROLLED" BY AN "INVESTMENT COMPANY"
WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940.
3.23.
LOAN DOCUMENTS.
THE REPRESENTATIONS AND WARRANTIES OF THE BORROWER
AND ITS SUBSIDIARIES CONTAINED HEREIN AND IN