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
34
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 OWING TO LENDER UNDER THIS AGREEMENT OR ANY