15
SECTION 6.2.
LATE PAYMENTS.
IF A REGULARLY
SCHEDULED PAYMENT IS TEN (10) DAYS OR MORE LATE, THE BORROWER WILL BE CHARGED
FIVE PERCENT (5%) OF THE PAYMENT OR $25.00, WHICHEVER IS GREATER, BUT SUCH
AMOUNT SHALL BECOME DUE ONLY IF SUCH REGULARLY SCHEDULED PAYMENT REMAINS UNPAID
FOR THREE (3) BUSINESS DAYS AFTER BORROWER HAS RECEIVED NOTICE FROM BANK OF THE
EXPIRATION OF SUCH 10-DAY PERIOD.
SAID CHARGE SHALL BE IN ADDITION FOR ANY
AMOUNTS DUE AS INTEREST AT THE DEFAULT RATE.
NOTHING IN THIS SECTION SHALL BE
DEEMED TO POSTPONE THE DATE ON WHICH A PAYMENT IS DUE OR TO ALLOW THE BORROWER
ANY PERIOD OF GRACE WITHIN WHICH TO MAKE ANY PAYMENT.
ARTICLE VII
REPRESENTATIONS AND WARRANTIES
To induce the Bank to enter into this Agreement and to make the Loans hereunder,
the Borrower represents and warrants to the Bank that, as of the date hereof and
on the date of disbursement of each Loan:
SECTION 7.1.
ENTITY ORGANIZATION.
BORROWER IS A
LIMITED LIABILITY COMPANY, DULY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF
THE STATE OF DELAWARE, AND IS DULY QUALIFIED AND IN GOOD STANDING AS A LIMITED
LIABILITY COMPANY AUTHORIZED TO DO BUSINESS IN EACH JURISDICTION WHERE SUCH
QUALIFICATION IS REQUIRED BECAUSE OF THE NATURE OF ITS ACTIVITIES OR PROPERTIES
AND WHERE A FAILURE TO SO QUALIFY WOULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT ON ITS BUSINESS, OPERATIONS, ASSETS OR CONDITION,
FINANCIAL OR OTHERWISE.
SECTION 7.2.
AUTHORIZATION; NO CONFLICT.
THE
BORROWER'S EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND EACH OF THE
RELATED DOCUMENTS TO WHICH IT IS A PARTY AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND EACH OF THE RELATED DOCUMENTS
ARE WITHIN THE BORROWER'S ENTITY POWERS, HAVE BEEN DULY AUTHORIZED BY ALL
NECESSARY ENTITY ACTION, REQUIRE NO MATERIAL GOVERNMENTAL, REGULATORY OR OTHER
APPROVAL WHICH WILL NOT BE OBTAINED ON OR PRIOR TO THE CLOSING DATE, AND DO NOT
AND WILL NOT CONTRAVENE OR CONFLICT WITH ANY PROVISION OF (I) APPLICABLE LAW,
(II) ANY JUDGMENT, DECREE OR ORDER BINDING ON THE BORROWER OR ANY OF ITS
PROPERTIES, OR (III) THE BORROWER'S ORGANIZATIONAL DOCUMENTS, AND WILL NOT
CONTRAVENE OR CONFLICT WITH, OR CAUSE ANY LIEN TO ARISE UNDER, ANY PROVISION OF
ANY AGREEMENT OR INSTRUMENT BINDING UPON THE BORROWER OR UPON ANY PROPERTY OF
THE BORROWER.
SECTION 7.3.
VALIDITY AND BINDING NATURE.
THIS
AGREEMENT AND EACH OF THE RELATED DOCUMENTS TO WHICH THE BORROWER IS A PARTY IS
(OR, WHEN DULY EXECUTED AND DELIVERED, WILL BE) THE LEGAL, VALID AND BINDING
OBLIGATION OF THE BORROWER ENFORCEABLE AGAINST THE BORROWER IN ACCORDANCE WITH
ITS TERMS SUBJECT TO BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER
SIMILAR LAWS AFFECTING THE ENFORCEABILITY OF AGREEMENTS AND RIGHTS GRANTED
THEREUNDER GENERALLY, AND SUBJECT TO GENERAL PRINCIPLES OF EQUITY.
SECTION 7.4.
FINANCIAL STATEMENTS.
ALL FINANCIAL
STATEMENTS FOR AAR AND ITS SUBSIDIARIES AVAILABLE ON LINE VIA EDGAR HAVE BEEN OR
WILL BE PREPARED IN ACCORDANCE WITH GAAP CONSISTENTLY APPLIED (EXCEPT AS
DISCLOSED THEREIN) AND DO OR