BORROWER'S KNOWLEDGE, THERE HAS BEEN
NO MATERIAL ADVERSE CHANGE IN ANY CONDITION, FACT, CIRCUMSTANCE OR EVENT THAT
WOULD MAKE ANY SUCH INFORMATION INACCURATE, INCOMPLETE OR OTHERWISE MISLEADING
IN ANY MATERIAL RESPECT OR THAT OTHERWISE MATERIALLY AND ADVERSELY AFFECTS OR
MIGHT MATERIALLY AND ADVERSELY AFFECT THE PROPERTY OR THE BUSINESS OPERATIONS OR
THE FINANCIAL CONDITION OF BORROWER.
TO BORROWER'S KNOWLEDGE, BORROWER HAS
DISCLOSED TO LENDER ALL MATERIAL FACTS AND HAS NOT FAILED TO DISCLOSE ANY
MATERIAL FACT THAT COULD CAUSE ANY REPRESENTATION OR WARRANTY MADE HEREIN TO BE
MATERIALLY MISLEADING.
4.1.34
INVESTMENT COMPANY ACT.
BORROWER IS NOT (A) AN "INVESTMENT COMPANY"
OR A COMPANY "CONTROLLED" BY AN "INVESTMENT COMPANY," WITHIN THE MEANING OF THE
INVESTMENT COMPANY ACT OF 1940, AS AMENDED; (B) A "HOLDING COMPANY" OR A
"SUBSIDIARY COMPANY" OF A "HOLDING COMPANY" OR AN "AFFILIATE" OF EITHER A
"HOLDING COMPANY" OR A "SUBSIDIARY COMPANY" WITHIN THE MEANING OF THE PUBLIC
UTILITY HOLDING COMPANY ACT OF 1935, AS AMENDED; OR (C) SUBJECT TO ANY OTHER
FEDERAL OR STATE LAW OR REGULATION WHICH PURPORTS TO RESTRICT OR REGULATE ITS
ABILITY TO BORROW MONEY.
4.1.35
PRINCIPAL PLACE OF BUSINESS AND ORGANIZATION.
BORROWER SHALL NOT
CHANGE ITS PRINCIPAL PLACE OF BUSINESS SET FORTH IN THE INTRODUCTORY PARAGRAPH
OF THIS AGREEMENT WITHOUT FIRST GIVING LENDER THIRTY (30) DAYS PRIOR WRITTEN
NOTICE.
BORROWER SHALL NOT CHANGE THE PLACE OF ITS ORGANIZATION AS SET FORTH IN
THE INTRODUCTORY PARAGRAPH OF THIS AGREEMENT WITHOUT THE CONSENT OF LENDER,
WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED.
UPON
40
LENDER'S REASONABLE REQUEST, BORROWER SHALL EXECUTE AND DELIVER ADDITIONAL
FINANCING STATEMENTS, SECURITY AGREEMENTS AND OTHER INSTRUMENTS WHICH MAY BE
NECESSARY TO EFFECTIVELY EVIDENCE OR PERFECT LENDER'S SECURITY INTEREST IN THE
PROPERTY AS A RESULT OF SUCH CHANGE OF PRINCIPAL PLACE OF BUSINESS OR PLACE OF
ORGANIZATION.
4.1.36
ENVIRONMENTAL REPRESENTATIONS AND WARRANTIES.
BASED UPON AN
ENVIRONMENTAL ASSESSMENT OF THE PROPERTY, AND EXCEPT AS OTHERWISE DISCLOSED BY
THE ENVIRONMENTAL REPORT, BORROWER REPRESENTS AND WARRANTS THAT TO BORROWER'S
KNOWLEDGE (A) THERE ARE NO HAZARDOUS SUBSTANCES OR UNDERGROUND STORAGE TANKS IN,
ON, OR UNDER THE PROPERTY, EXCEPT THOSE THAT ARE BOTH (I) IN COMPLIANCE WITH ALL
APPLICABLE ENVIRONMENTAL LAWS AND WITH PERMITS ISSUED PURSUANT THERETO AND (II)
FULLY DISCLOSED TO LENDER IN WRITING PURSUANT TO THE ENVIRONMENTAL REPORT; (B)
THERE ARE NO PAST, PRESENT OR THREATENED RELEASES OF HAZARDOUS SUBSTANCES IN,
ON, UNDER OR FROM THE PROPERTY WHICH HAVE NOT BEEN FULLY REMEDIATED IN
ACCORDANCE WITH ENVIRONMENTAL LAW; (C) THERE IS NO IDENTIFIED THREAT OF ANY
RELEASE OF HAZARDOUS SUBSTANCES MIGRATING TO THE PROPERTY; (D) THERE IS NO PAST
OR PRESENT NON-COMPLIANCE WITH ENVIRONMENTAL LAWS, OR WITH PERMITS ISSUED
PURSUANT THERETO, IN CONNECTION WITH THE PROPERTY WHICH HAS NOT BEEN FULLY
REMEDIATED IN ACCORDANCE WITH ENVIRONMENTAL LAW; (E) BORROWER DOES NOT KNOW OF,
AND HAS NOT RECEIVED, ANY WRITTEN OR ORAL NOTICE OR OTHER COMMUNICATION FROM ANY
PERSON OR ENTITY (INCLUDING BUT NOT LIMITED TO A GOVERNMENTAL ENTITY) RELATING
TO HAZARDOUS SUBSTANCES OR REMEDIATION THEREOF, OF POSSIBLE LIABILITY OF ANY
PERSON