WHICH INVOICES HAVE BEEN
PRESENTED AS OF OR PRIOR TO THE DATE OF THE REQUESTED LOAN OR LETTER OF CREDIT
APPLICATION; AND
(K)
ALL MATTERS INCIDENT TO THE CONSUMMATION OF
THE TRANSACTIONS HEREBY CONTEMPLATED SHALL BE SATISFACTORY TO THE LENDER.
24
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
To induce the Lender to enter into this Agreement and to make the Loans and
issue Letters of Credit, each Borrower represents and warrants to the Lender
(which representations and warranties shall survive the delivery of the Note)
that:
4.1
DUE AUTHORIZATION. THE EXECUTION AND
DELIVERY BY THE BORROWERS OF THIS AGREEMENT AND THE BORROWINGS HEREUNDER, THE
EXECUTION AND DELIVERY BY THE BORROWERS OF THE NOTE, THE REPAYMENT OF THE NOTE
AND INTEREST AND FEES PROVIDED FOR IN THE NOTE AND THIS AGREEMENT, THE EXECUTION
AND DELIVERY OF THE SECURITY INSTRUMENTS BY THE BORROWERS AND THE PERFORMANCE OF
ALL OBLIGATIONS OF THE BORROWERS UNDER THE LOAN DOCUMENTS ARE WITHIN THE POWER
OF THE BORROWERS, HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE OR
COMPANY ACTION BY THE BORROWER, AND DO NOT AND WILL NOT (A) REQUIRE THE CONSENT
OF ANY GOVERNMENTAL AUTHORITY, (B) CONTRAVENE OR CONFLICT WITH ANY REQUIREMENT
OF LAW, (C) CONTRAVENE OR CONFLICT WITH ANY INDENTURE, INSTRUMENT, OR OTHER
AGREEMENT TO WHICH EITHER BORROWER IS A PARTY OR BY WHICH ANY PROPERTY OF EITHER
BORROWER MAY BE PRESENTLY BOUND OR ENCUMBERED, OR (D) RESULT IN OR REQUIRE THE
CREATION OR IMPOSITION OF ANY LIEN IN, UPON OR OF ANY PROPERTY OF EITHER
BORROWER UNDER ANY SUCH INDENTURE, INSTRUMENT, OR OTHER AGREEMENT, OTHER THAN
THE LOAN DOCUMENTS.
4.2
EXISTENCE. EACH BORROWER IS THE TYPE OF
BUSINESS ENTITY SET FORTH IN THE PREAMBLE HEREOF AND IS DULY ORGANIZED, LEGALLY
EXISTING, AND IN GOOD STANDING UNDER THE LAWS OF ITS STATE OF FORMATION AND IS
DULY QUALIFIED AS A FOREIGN BUSINESS ENTITY AND IS IN GOOD STANDING IN ALL
JURISDICTIONS WHEREIN THE OWNERSHIP OF PROPERTY OR THE OPERATION OF ITS BUSINESS
NECESSITATES SAME, OTHER THAN THOSE JURISDICTIONS WHEREIN THE FAILURE TO SO
QUALIFY COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
4.3
VALID AND BINDING OBLIGATIONS.
ALL LOAN
DOCUMENTS TO WHICH EACH BORROWER AND GUARANTOR IS A PARTY, WHEN DULY EXECUTED
AND DELIVERED BY EACH SUCH BORROWER AND GUARANTOR, WILL BE THE LEGAL, VALID, AND
BINDING OBLIGATIONS OF EACH SUCH BORROWER AND GUARANTOR, AS APPLICABLE,
ENFORCEABLE AGAINST EACH BORROWER AND GUARANTOR IN ACCORDANCE WITH THEIR
RESPECTIVE TERMS.
4.4
SECURITY INSTRUMENTS.
THE PROVISIONS OF
EACH SECURITY INSTRUMENT EXECUTED BY THE BORROWERS AND GUARANTOR ARE EFFECTIVE
TO CREATE IN FAVOR OF THE LENDER, A LEGAL, VALID, AND ENFORCEABLE LIEN IN ALL
RIGHT, TITLE, AND INTEREST OF THE BORROWERS AND GUARANTOR IN THE COLLATERAL
DESCRIBED THEREIN, WHICH LIENS, ASSUMING THE ACCOMPLISHMENT OF RECORDING AND
FILING IN ACCORDANCE WITH APPLICABLE LAWS PRIOR TO THE INTERVENTION OF RIGHTS OF
OTHER PERSONS, SHALL CONSTITUTE FULLY PERFECTED FIRST-PRIORITY LIENS ON ALL
RIGHT, TITLE, AND INTEREST OF THE BORROWERS AND GUARANTOR IN THE COLLATERAL
DESCRIBED THEREIN.
4.5
TITLE TO