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 LENDER'S 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
SERVICE AND MAINTENANCE CONTRACTS.
THERE ARE NO SERVICE
OR MAINTENANCE CONTRACTS BINDING UPON THE PROPERTY WHICH ARE NOT TERMINABLE,
WITHOUT PENALTY, UPON NOT MORE THAN THIRTY (30) DAYS NOTICE.
4.1.37
EMBARGOED PERSON.
AS OF THE CLOSING DATE, TO THE BEST
OF BORROWER'S KNOWLEDGE, (A) NONE OF THE FUNDS OR OTHER ASSETS OF BORROWER
CONSTITUTE PROPERTY OF, OR ARE BENEFICIALLY OWNED, DIRECTLY OR INDIRECTLY, BY
ANY EMBARGOED PERSON; (B) NO EMBARGOED PERSON HAS ANY INTEREST OF ANY NATURE
WHATSOEVER IN BORROWER WITH THE RESULT THAT THE INVESTMENT IN BORROWER (WHETHER
DIRECTLY OR INDIRECTLY), IS PROHIBITED BY LAW OR THE LOAN IS IN VIOLATION OF
LAW; AND (C) NONE OF THE FUNDS OF BORROWER HAVE BEEN DERIVED FROM ANY UNLAWFUL
ACTIVITY WITH THE RESULT THAT THE INVESTMENT IN BORROWER (WHETHER DIRECTLY OR
INDIRECTLY), IS PROHIBITED BY LAW OR THE LOAN IS IN VIOLATION OF LAW.
BORROWER
COVENANTS AND AGREES TO DELIVER TO LENDER ANY CERTIFICATION OR OTHER EVIDENCE
REQUESTED FROM TIME TO TIME BY LENDER IN ITS REASONABLE DISCRETION, CONFIRMING
BORROWER'S COMPLIANCE WITH THIS SECTION 5.2.37.
4.1.38
PURCHASE CONTRACT.
BORROWER HAS DELIVERED TO LENDER A
TRUE AND COMPLETE COPY OF THE PURCHASE CONTRACT, INCLUDING ALL AMENDMENTS AND
MODIFICATIONS THERETO AND THERE ARE NO AGREEMENTS OR UNDERSTANDINGS BETWEEN THE
PARTIES THERETO EXCEPT AS SET FORTH IN SUCH PURCHASE CONTRACT.
SECTION 4.2.
SURVIVAL OF REPRESENTATIONS.
BORROWER AGREES THAT ALL OF THE REPRESENTATIONS AND WARRANTIES OF BORROWER SET
FORTH IN SECTION 4.1 AND ELSEWHERE IN THIS AGREEMENT AND IN THE OTHER LOAN
DOCUMENTS SHALL SURVIVE FOR SO LONG AS ANY AMOUNT REMAINS
34
OWING TO LENDER UNDER THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS BY
BORROWER.
ALL REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS MADE IN
THIS AGREEMENT OR IN THE OTHER LOAN DOCUMENTS BY BORROWER SHALL BE DEEMED TO
HAVE BEEN RELIED UPON BY LENDER NOTWITHSTANDING ANY INVESTIGATION HERETOFORE OR
HEREAFTER MADE BY LENDER OR ON ITS BEHALF.