this Agreement take effect until executed and accepted by the Agent at
said office.
ARTICLE IV. - GENERAL REPRESENTATIONS, COVENANTS AND WARRANTIES:
To induce the Agent and Lenders to establish the credit facility contemplated
herein and to induce to make loans and advances and to provide financial
accommodations under this Agreement (each of which loans shall be deemed to have
been made in reliance thereupon) the Borrowers, in addition to all other
representation, warranties, and covenants made by the Borrowers in any other
Loan Document, represents, warrants, and covenants as follows:
4.1
PAYMENT AND PERFORMANCE OF LIABILITIES.
The Borrowers shall pay each Liability when due (or when demanded, if payable on
demand) and shall promptly, punctually, and faithfully perform each other
Liability.
4.2
DUE ORGANIZATION. CORPORATE AUTHORIZATION. NO CONFLICTS.
> (A)
EACH BORROWER PRESENTLY IS AND SHALL HEREAFTER REMAIN IN GOOD STANDING
> AS THE TYPE OF ENTITY INDICATED ON EXHIBIT 4.2 HEREOF AND BE DULY ORGANIZED
> UNDER THE LAWS OF THE STATE OF ITS INCORPORATION INDICATED IN EXHIBIT 4.2
> HEREOF AND SHALL HEREAFTER REMAIN DULY QUALIFIED AND IN GOOD STANDING IN EVERY
> OTHER STATE IN WHICH, BY REASON OF THE NATURE OR LOCATION OF THAT BORROWER'S
> ASSETS OR OPERATION OF THAT
BORROWER'S BUSINESS, SUCH QUALIFICATION MAY BE
> NECESSARY, EXCEPT WHERE THE FAILURE TO SO QUALIFY WOULD HAVE NO MORE THAN A DE
> MINIMUS ADVERSE EFFECT ON THE BUSINESS OR A ASSETS OF THAT BORROWER.
EXHIBIT
> 4.2 ACCURATELY DESCRIBES THE CORPORATE STRUCTURE OF THE BORROWERS AND ANY
> AFFILIATES, INCLUDING THE IDENTITY OF SHAREHOLDERS HOLDING MORE THAN 5% OF THE
> ISSUED AND OUTSTANDING STOCK HAVING THE RIGHT TO VOTE, LIMITED AND GENERAL
> PARTNERS, OR MEMBERS, AS THE CASE MAY BE.
>
>
> (B)
EACH AFFILIATE OF THE BORROWERS IS LISTED ON EXHIBIT 4.2. THE LEAD
> BORROWER SHALL PROVIDE THE AGENT WITH PRIOR WRITTEN NOTICE OF ANY ENTITY'S
> BECOMING OR CEASING TO BE AN AFFILIATE.
>
>
> (C)
NO BORROWER SHALL CHANGE ITS STATE OF INCORPORATION OR ITS TAXPAYER
> IDENTIFICATION NUMBER.
>
>
> (D)
EACH BORROWER HAS ALL REQUISITE CORPORATE POWER AND AUTHORITY TO EXECUTE
> AND DELIVER ALL LOAN DOCUMENTS TO WHICH THE BORROWER IS A PARTY AND HAS AND
> WILL HEREAFTER RETAIN ALL REQUISITE CORPORATE POWER TO PERFORM ALL
> LIABILITIES.
>
>
> (E)
THE EXECUTION AND DELIVERY BY EACH BORROWER OR BY THE LEAD BORROWER OF
> EACH LOAN DOCUMENT ON BEHALF OF EACH BORROWER THAT IS A PARTY THERETO, SUCH
> BORROWER'S CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY SUCH LOAN
> DOCUMENTS (INCLUDING, WITHOUT LIMITATION, THE CREATION OF COLLATERAL INTERESTS
> BY SUCH BORROWER TO SECURE THE LIABILITIES), SUCH BORROWER'S PERFORMANCE UNDER
> SUCH LOAN DOCUMENT, THE BORROWINGS HEREUNDER, AND THE USE OF THE PROCEEDS
> THEREOF:
>
> > (I)
HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE
> > ACTION ON THE PART OF SUCH BORROWER;
> >
> > (II)
DO NOT, AND WILL NOT, CONTRAVENE IN