PERMIT LENDER TO RECORD ALL OF THE ELIGIBLE ACCOUNTS IN LENDER'S
ACCOUNTS RECEIVABLE MONITORING SYSTEM.
(F)
THE LOCKBOX ARRANGEMENTS REQUIRED BY
SECTION 2.07 HEREOF SHALL BE IN EFFECT, AND THE AMOUNTS RECEIVED IN THE
LOCKBOXES SHALL HAVE BEEN IDENTIFIED OR RECONCILED TO LENDER'S SATISFACTION, AS
REQUIRED BY SECTION 2.07(E) HEREOF.
(G)
BORROWERS SHALL HAVE TAKEN SUCH OTHER
ACTIONS, INCLUDING THE DELIVERY OF SUCH OTHER DOCUMENTS AND OPINIONS AS LENDER
MAY REASONABLY REQUEST.
4.03
ABSENCE OF CERTAIN EVENTS.
AS OF THE CLOSING DATE
AND PRIOR TO EACH REVOLVING LOAN, NO EVENT OF DEFAULT OR UNMATURED EVENT OF
DEFAULT HEREUNDER SHALL HAVE OCCURRED AND BE CONTINUING.
4.04
COMPLIANCE WITH THIS AGREEMENT.
BORROWERS SHALL
HAVE PERFORMED AND COMPLIED WITH ALL AGREEMENTS, COVENANTS AND CONDITIONS
CONTAINED HEREIN INCLUDING, WITHOUT LIMITATION, THE PROVISIONS OF SECTIONS 6 AND
7 HEREOF, WHICH IN EACH CASE ARE REQUIRED TO BE PERFORMED OR COMPLIED WITH BY
BORROWERS BEFORE OR AT THE CLOSING DATE AND AS OF THE DATE OF EACH ADVANCE.
4.05
CLOSING CERTIFICATE.
LENDER SHALL HAVE RECEIVED A
CERTIFICATE DATED THE CLOSING DATE AND SIGNED BY THE CHIEF FINANCIAL OFFICER OF
BORROWERS CERTIFYING THAT ALL OF THE CONDITIONS SPECIFIED IN THIS SECTION HAVE
BEEN FULFILLED AND THAT THERE HAS NOT OCCURRED ANY MATERIAL ADVERSE CHANGE IN
THE OPERATIONS AND CONDITIONS (FINANCIAL OR OTHERWISE) OF BORROWERS SINCE
DECEMBER 31, 2007.
4.06
CLOSING.
SUBJECT TO THE CONDITIONS OF THIS
ARTICLE 4, THE CREDIT FACILITY SHALL BE MADE AVAILABLE ON THE DATE ("CLOSING
DATE") THIS AGREEMENT IS EXECUTED AND ALL OF THE CONDITIONS CONTAINED IN
SECTION 4.01 HEREOF ARE COMPLETED ("CLOSING").
4.07
NON-WAIVER OF RIGHTS.
BY COMPLETING THE CLOSING
HEREUNDER, OR BY MAKING ADVANCES HEREUNDER, LENDER DOES NOT THEREBY WAIVE A
BREACH OF ANY WARRANTY, REPRESENTATION OR COVENANT MADE BY BORROWERS HEREUNDER
OR UNDER ANY AGREEMENT, DOCUMENT, OR INSTRUMENT DELIVERED TO LENDER OR OTHERWISE
REFERRED TO HEREIN, AND ANY CLAIMS AND RIGHTS OF LENDER RESULTING FROM ANY
BREACH OR MISREPRESENTATION BY BORROWERS ARE SPECIFICALLY RESERVED BY LENDER.
ARTICLE 5
REPRESENTATIONS AND WARRANTIES
To induce Lender to complete the Closing and make the Revolving Loans under the
Credit Facility to Borrowers, Borrowers warrant and represent to Lender that:
5.01
ORGANIZATION AND VALIDITY.
(A)
EACH BORROWER IS DULY ORGANIZED AS EITHER A
PARTNERSHIP, CORPORATION OR LIMITED LIABILITY COMPANY AND VALIDLY EXISTING OR
SUBSISTING UNDER THE LAWS OF ITS STATE OF ORGANIZATION, INCORPORATION OR
FORMATION, IS DULY QUALIFIED, VALIDLY EXISTING AND, TO THE EXTENT APPLICABLE, IN
GOOD STANDING AND HAS LAWFUL POWER AND AUTHORITY TO ENGAGE IN THE BUSINESS IT
CONDUCTS IN EACH STATE AND OTHER JURISDICTION WHERE THE NATURE AND EXTENT OF ITS
BUSINESS REQUIRES QUALIFICATION, EXCEPT WHERE THE FAILURE TO SO QUALIFY COULD
NOT REASONABLY BE EXPECTED TO CAUSE A MATERIAL ADVERSE EFFECT.
A LIST OF ALL
STATES AND OTHER JURISDICTIONS WHERE EACH BORROWER IS QUALIFIED TO DO BUSINESS
IS ATTACHED HERETO AS SCHEDULE 2.01 AND MADE A PART HEREOF.
(B)
THE MAKING AND PERFORMANCE OF THIS AGREEMENT
AND RELATED AGREEMENTS, AND EACH DOCUMENT REQUIRED BY ANY SECTION HEREOF, DO NOT
VIOLATE