THAN 60 DAYS PRIOR TO THE
SCHEDULED TERMINATION DATE, REQUEST THAT THE BANK
INVESTORS RENEW THEIR COMMITMENTS HEREUNDER, PROVIDED THAT NO SUCH RENEWAL MAY
BE REQUESTED IF IT WOULD CAUSE THE SCHEDULED TERMINATION DATE TO BE LATER THAN
364 DAYS AFTER THE THEN-CURRENT SCHEDULED TERMINATION DATE (OR, IF THE 364TH DAY
IS NOT A BUSINESS DAY, THE IMMEDIATELY PRECEDING BUSINESS DAY) OR SUCH FEWER
NUMBER OF DAYS AS THE AGENT SHALL SPECIFY BY NOTICE TO THE BORROWER.
EACH BANK
INVESTOR SHALL NOTIFY THE BORROWER AS TO WHETHER IT CONSENTS TO SUCH RENEWAL
WITHIN 30 DAYS OF THE SCHEDULED TERMINATION DATE, AND THE FAILURE OF ANY BANK
INVESTOR TO SO NOTIFY THE BORROWER SHALL BE DEEMED TO MEAN THAT SUCH BANK
INVESTOR DOES NOT CONSENT TO SUCH RENEWAL.
AT THE TIME SUCH CONSENT BECOMES
EFFECTIVE, THE SCHEDULED TERMINATION DATE SHALL BE THE DATE THAT WAS REQUESTED
BY THE BORROWER IN ACCORDANCE WITH THE FIRST SENTENCE OF THIS SECTION 2.17.
SECTION 2.18.
INTEREST RATE PROTECTION AGREEMENTS.
THE BORROWER AGREES
THAT (I) FROM AND AFTER THE OCCURRENCE OF AN INTEREST RATE PROTECTION DATE, IT
SHALL PROVIDE TO THE AGENT FOR THE BENEFIT OF THE LENDERS AND THE BANK INVESTORS
PROMPTLY, AND IN ANY EVENT NOT LATER THAN THREE (3) BUSINESS DAYS AFTER SUCH
INTEREST RATE PROTECTION DATE, AN INTEREST RATE PROTECTION AGREEMENT APPROVED BY
EACH MANAGING AGENT AND (II) PRIOR TO THE EXECUTION OF ANY INTEREST RATE
PROTECTION AGREEMENT AT ANY OTHER TIME, IT SHALL PROVIDE A COPY OF THE PROPOSED
INTEREST RATE PROTECTION AGREEMENT TO THE AGENT FOR APPROVAL BY EACH MANAGING
AGENT.
ANY SUCH INTEREST RATE PROTECTION AGREEMENT SHALL BE PROVIDED AND
MAINTAINED AT THE BORROWER'S SOLE COST AND EXPENSE FROM FUNDS OTHER THAN
COLLECTIONS.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
SECTION 3.1.
REPRESENTATIONS AND WARRANTIES OF THE BORROWER.
THE
BORROWER REPRESENTS AND WARRANTS TO EACH OF THE SECURED
PARTIES ON THE CLOSING
DATE AND EACH LOAN DATE THAT:
(A)
EXISTENCE AND STANDING.
THE BORROWER (I) IS A BUSINESS TRUST DULY
ORGANIZED, VALIDLY EXISTING, AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF
DELAWARE, (II) HAS ALL POWER AND ALL MATERIAL GOVERNMENTAL LICENSES,
AUTHORIZATIONS, CONSENTS, AND APPROVALS REQUIRED TO CARRY ON ITS BUSINESS IN
EACH JURISDICTION IN WHICH ITS BUSINESS IS NOW CONDUCTED, AND (III) IS DULY
QUALIFIED TO DO BUSINESS AND IS IN GOOD STANDING UNDER THE LAWS OF EACH
JURISDICTION WHERE THE CONDUCT OF ITS BUSINESS REQUIRES SUCH QUALIFICATION.
(B)
AUTHORIZATION AND CONTRAVENTION.
THE EXECUTION, DELIVERY, AND
PERFORMANCE BY THE BORROWER OF THIS LOAN AGREEMENT, THE VFN, AND THE OTHER
OPERATIVE DOCUMENT TO WHICH THE BORROWER IS A PARTY ARE WITHIN THE BORROWER'S
POWERS, HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY ACTION, REQUIRE NO ACTION BY
OR IN RESPECT OF, OR FILING WITH, ANY GOVERNMENTAL AUTHORITY, AND DO NOT
CONTRAVENE, OR CONSTITUTE A DEFAULT UNDER, ANY PROVISION OF APPLICABLE LAW OR
REGULATION OR ANY OTHER OPERATIVE DOCUMENT TO WHICH THE BORROWER IS A PARTY, OR
OF ANY AGREEMENT, JUDGMENT, INJUNCTION, ORDER, DECREE OR OTHER INSTRUMENT
BINDING UPON