BELIEF HAVING MADE DUE AND
CAREFUL ENQUIRY, THERE HAS BEEN NO ACT OR OMISSION BY IT, AND NO EVENT OR
CIRCUMSTANCE HAS ARISEN, IN EACH CASE WHICH HAS RESULTED IN (OR COULD RESULT IN)
ANY THIRD PARTY TAKING ANY LEGAL PROCEEDINGS AGAINST OR SERVING ANY NOTICE ON IT
OR ANY OF ITS OFFICERS OR EMPLOYEES UNDER ANY ENVIRONMENTAL LAW OR IN THE
REVOCATION, SUSPENSION, VARIATION OR NON-RENEWAL OF, OR IN MATERIAL EXPENDITURE
BEING REQUIRED IN ORDER TO SURRENDER, ANY ENVIRONMENTAL APPROVAL AND IS OR WOULD
BE LIKELY TO HAVE A MATERIAL ADVERSE EFFECT;
(5)
NEITHER IT NOR ANY OF ITS OFFICERS OR EMPLOYEES HAS RECEIVED ANY
STATUTORY NOTICE, WRITTEN OR ORAL, OF ANY COMPLAINTS, DEMANDS, CIVIL CLAIMS,
ENFORCEMENT PROCEEDINGS, REQUESTS FOR INFORMATION, OR OF ANY ACTION REQUIRED BY
ANY REGULATORY AUTHORITY WHICH ARE LIKELY TO HAVE A MATERIAL ADVERSE EFFECT AND
THERE ARE NO INVESTIGATIONS PENDING OR, AS FAR AS IT (OR ANY OFFICER OR
EMPLOYEE) IS AWARE, THREATENED IN RELATION TO ANY LIABILITY OF IT OR ANY OFFICER
OR EMPLOYEE UNDER ENVIRONMENTAL LAW AND/OR THE FAILURE OF ANY OBLIGOR TO OBTAIN
OR COMPLY WITH ANY ENVIRONMENTAL APPROVAL OR COMPLY WITH ENVIRONMENTAL LAW WHICH
WOULD BE LIKELY TO HAVE A MATERIAL ADVERSE EFFECT;
(6)
THE PROPERTIES (INCLUDING THE SECURITY PROPERTY) AND ANY FORMER
PROPERTIES OWNED, OCCUPIED OR OTHERWISE USED BY THE BORROWER ARE NOT POLLUTED OR
CONTAMINATED NOR HAVE THEY
12
BEEN USED FOR ANY PURPOSE WHICH HAS OR IS REASONABLY LIKELY TO HAVE RESULTED IN
ANY POLLUTION OR CONTAMINATION WHICH IN EITHER CASE MAY BE REASONABLY LIKELY TO
GIVE RISE TO LIABILITY UNDER ENVIRONMENTAL LAW WHICH WOULD HAVE A MATERIAL
ADVERSE EFFECT;
(7)
COPIES OF ALL MATERIAL ENVIRONMENTAL
REPORTS, SURVEYS, ASSESSMENTS AND INVESTIGATIONS IN RESPECT OF THE PROPERTIES OR
FORMER PROPERTIES OWNED, OCCUPIED OR OTHERWISE USED BY IT IN THE POSSESSION OF
IT HAVE BEEN DISCLOSED TO THE LENDER;
(8)
TO THE BEST OF ITS KNOWLEDGE AND BELIEF
HAVING MADE DUE AND CAREFUL ENQUIRY, IT IS NOR AWARE OF ANY ACTUAL CHANGES OR
OTHER POSSIBLE CHANGES (WHICH ARE REFERRED TO IN NATIONAL, INTERNATIONAL OR
OTHER REGULATORY BODIES' CONSULTATION PAPERS OR IN OTHER FORMAL METHODS OF
ANNOUNCING POSSIBLE CHANGES) IN ENVIRONMENTAL LAW WHICH MAY HAVE A MATERIAL
ADVERSE EFFECT; AND
(9)
IT HAS NOT GIVEN ANY MATERIAL WARRANTY OR
INDEMNITY OR OTHER CONTRACTUAL PROTECTION (BE IT BY WAY OF ACKNOWLEDGEMENT OR
OTHERWISE) IN RESPECT OF LIABILITY UNDER ENVIRONMENTAL LAW TO ANY THIRD PARTY TO
WHOM IT HAS SOLD ANY REAL PROPERTY OR OTHER PROPERTY OR FROM WHOM IT HAS BOUGHT
REAL PROPERTY OR OTHER PROPERTY;
(R)
(INTELLECTUAL PROPERTY) THE INTELLECTUAL
PROPERTY REQUIRED FOR IT TO CONDUCT ITS BUSINESS AS PRESENTLY CONDUCTED:
(1)
IS LEGALLY AND BENEFICIALLY OWNED BY IT OR
LICENSED TO AN OBLIGOR (AND WHERE REGISTERED OR THE SUBJECT OF AN APPLICATION IT
IS THE REGISTERED PROPRIETOR) FREE FROM ANY OBLIGATION TO ASSIGN TO THIRD
PARTIES AND SECURITY INTERESTS WHICH ARE MATERIALLY PREJUDICIAL TO THE USE OF
THAT INTELLECTUAL PROPERTY AND WILL NOT BE ADVERSELY AFFECTED BY THE