AUTHORITY OF THE MEMBERS
OF THE BOARD OF MANAGERS OF BORROWER OR OTHER OFFICERS OF BORROWER AUTHORIZED TO
EXECUTE, DELIVER AND PERFORM THIS AGREEMENT AND THE OTHER APPLICABLE CREDIT
DOCUMENTS ON BEHALF OF BORROWER.
3.02
CONDITIONS PRECEDENT TO EACH REVOLVING LOAN.
THE OBLIGATION OF LENDER TO
MAKE EACH REVOLVING LOAN, INCLUDING THE MAKING OF THE INITIAL REVOLVING LOAN, IS
SUBJECT TO THE FURTHER CONDITIONS THAT LENDER SHALL HAVE RECEIVED THE
APPROPRIATE REVOLVING LOAN BORROWING REQUEST REQUESTING SUCH REVOLVING LOAN, OR
REQUEST THEREFOR SHALL OTHERWISE HAVE BEEN MADE TO LENDER'S SATISFACTION, IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND THAT ON THE DATE SUCH REVOLVING
LOAN IS TO BE MADE AND AFTER GIVING EFFECT TO SUCH REVOLVING LOAN, THE FOLLOWING
SHALL BE TRUE AND CORRECT:
(A)
THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 4.01 ARE
TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS IF MADE ON SUCH DATE;
7
(B)
NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING THAT WOULD
PERMIT THE LENDER TO TERMINATE THE COMMITMENT;
(C)
NO MATERIAL ADVERSE EFFECT OR ACCELERATION EVENT HAS OCCURRED AND
IS CONTINUING; AND
(D)
EACH OF THE CREDIT DOCUMENTS REMAINS IN FULL FORCE AND EFFECT.
3.03
COVENANT TO DELIVER.
BORROWER AGREES (NOT AS A CONDITION BUT AS A
COVENANT) TO DELIVER TO LENDER EACH ITEM REQUIRED TO BE DELIVERED TO LENDER AS A
CONDITION TO THE MAKING OF EACH REVOLVING LOAN. BORROWER EXPRESSLY AGREES THAT
THE MAKING OF ANY REVOLVING LOAN PRIOR TO THE RECEIPT BY LENDER OF ANY SUCH ITEM
SHALL NOT CONSTITUTE A WAIVER BY LENDER OF BORROWER'S OBLIGATION TO DELIVER SUCH
ITEM.
SECTION IV
REPRESENTATIONS AND WARRANTIES
4.01
BORROWER'S REPRESENTATIONS AND WARRANTIES.
TO INDUCE LENDER TO ENTER INTO
THIS AGREEMENT AND TO MAKE REVOLVING LOANS HEREUNDER, BORROWER REPRESENTS AND
WARRANTS TO LENDER THAT:
(A)
DUE ORGANIZATION, QUALIFICATION, ETC. BORROWER (I) IS A LIMITED
LIABILITY COMPANY DULY ORGANIZED AND VALIDLY EXISTING UNDER THE LAWS OF THE
STATE OF DELAWARE; (II) HAS THE POWER AND AUTHORITY TO OWN, LEASE AND OPERATE
ITS PROPERTIES AND CARRY ON ITS BUSINESS AS NOW CONDUCTED AND AS PROPOSED TO BE
CONDUCTED; AND (III) IS DULY QUALIFIED OR LICENSED TO DO BUSINESS IN EACH
JURISDICTION WHERE THE NATURE OF THE BUSINESS OF BORROWER REQUIRES SUCH
QUALIFICATION OR LICENSING AND THE FAILURE TO BE SO QUALIFIED OR LICENSED COULD
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(B)
AUTHORITY. THE EXECUTION, DELIVERY AND PERFORMANCE BY BORROWER OF
EACH CREDIT DOCUMENT TO BE EXECUTED BY BORROWER AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED THEREBY (I) ARE WITHIN THE LIMITED LIABILITY COMPANY
POWER OF BORROWER AND (II) HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY LIMITED
LIABILITY COMPANY ACTIONS ON THE PART OF BORROWER (INCLUDING MEMBER ACTION, IF
NECESSARY).
(C)
ENFORCEABILITY. EACH CREDIT DOCUMENT EXECUTED, OR TO BE EXECUTED,
BY BORROWER HAS BEEN, OR WILL BE, DULY EXECUTED AND DELIVERED BY BORROWER AND
CONSTITUTES, OR WILL CONSTITUTE, A LEGAL, VALID AND BINDING OBLIGATION OF
BORROWER ENFORCEABLE AGAINST BORROWER IN ACCORDANCE WITH ITS TERMS.
(D)
NON-CONTRAVENTION. THE