SHALL DEFAULT IN THE PERFORMANCE OF
ANY OF THE COVENANTS OR AGREEMENTS CONTAINED IN THIS AGREEMENT.
6.2.
BREACH OF WARRANTY.
ANY FINANCIAL STATEMENT, REPRESENTATION,
WARRANTY OR CERTIFICATE MADE OR FURNISHED BY THE BORROWER TO THE BANK IN
CONNECTION WITH THIS AGREEMENT SHALL BE FALSE, INCORRECT OR INCOMPLETE IN A
MATERIAL RESPECT WHEN DELIVERED OR MADE.
6.3.
OTHER DEFAULT.
THE OCCURRENCE OF AN EVENT OF DEFAULT AS DEFINED IN
THE NOTE OR ANY OF THE LOAN DOCUMENTS.
Upon the occurrence and during the continuance of an Event of Default, the Bank
will have all rights and remedies specified in the Note and the Loan Documents
and all rights and remedies (which are cumulative and not exclusive) available
under applicable law or in equity.
7.
CONDITIONS.
7.1.
INITIAL ADVANCE.
THE BANK'S OBLIGATION TO MAKE THE INITIAL ADVANCE
UNDER THE REVOLVING LINE OF CREDIT IS SUBJECT TO THE CONDITIONS THAT AS OF THE
DATE OF MAKING SUCH INITIAL ADVANCE:
(A)
NO EVENT OF DEFAULT.
NO EVENT OF DEFAULT OR EVENT WHICH WITH THE
PASSAGE OF TIME, THE GIVING OF NOTICE OR BOTH WOULD CONSTITUTE AN EVENT OF
DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING;
(B)
CORPORATE PROCEEDINGS.
THE BANK SHALL HAVE RECEIVED A CERTIFICATE
OF THE SECRETARY OF THE BORROWER DATED AS OF THE DATE HEREOF CERTIFYING (I) THAT
ATTACHED THERETO IS A TRUE AND COMPLETE COPY OF THE RESOLUTIONS, IN FORM AND
SUBSTANCE SATISFACTORY TO THE BANK, OF ITS MEMBERS AUTHORIZING THE EXECUTION,
DELIVERY AND PERFORMANCE OF THIS AGREEMENT, THE NOTES, AND EACH OF THE OTHER
LOAN DOCUMENTS TO WHICH IT IS A PARTY, AND THAT SUCH RESOLUTIONS HAVE NOT BEEN
AMENDED, MODIFIED, REVOKED OR RESCINDED IN ANY MANNER AND ARE IN FULL FORCE AND
EFFECT, (II) THAT ATTACHED THERETO IS A TRUE AND COMPLETE COPY OF ITS
CERTIFICATE OF INCORPORATION, CERTIFIED BY THE SECRETARY OF STATE OF THE STATE
IN WHICH IT IS FORMED AND BYLAWS AND THAT SUCH CERTIFICATE OF INCORPORATION AND
BYLAWS HAVE NOT BEEN AMENDED, MODIFIED, REVOKED OR RESCINDED AND ARE IN FULL
FORCE AND EFFECT, (III) AS TO THE INCUMBENCY AND SPECIMEN SIGNATURES OF EACH
OFFICER EXECUTING THE LOAN DOCUMENTS ON ITS BEHALF, AND (IV) THAT (A) THE
REPRESENTATIONS MADE BY IT CONTAINED IN THE LOAN DOCUMENTS TO WHICH IT IS A
PARTY ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS, (B) IT IS IN COMPLIANCE
WITH ALL OF ITS COVENANTS CONTAINED IN THE LOAN DOCUMENTS TO WHICH IT IS A
PARTY, (C) THERE EXISTS NO EVENT OF DEFAULT AFTER GIVING EFFECT TO THE INITIAL
ADVANCE UNDER THE REVOLVING LINE OF CREDIT, (D) THERE HAS BEEN NO MATERIAL
ADVERSE CHANGE IN THE FINANCIAL CONDITION, OPERATIONS, PROPERTIES, ASSETS OR
PROSPECTS OF THE BORROWER SINCE THE DATE OF THE MOST RECENT FINANCIAL STATEMENTS
AND (E) TO THE BORROWER'S KNOWLEDGE, THERE EXIST NO (1) MATERIAL ACTIONS, SUITS,
PROCEEDINGS OR GOVERNMENT INVESTIGATIONS PENDING OR
9
THREATENED AGAINST THE BORROWER, OR (2) MATERIAL CONTINGENT OBLIGATIONS OF THE
BORROWER NOT PREVIOUSLY DISCLOSED IN WRITING TO THE BANK OR IN THIS AGREEMENT OR