AS OF
SUCH DATE (UNLESS MADE AS OF A SPECIFIED DATE, IN WHICH CASE SUCH REPRESENTATION
AND WARRANTY SHALL HAVE BEEN TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF
SUCH DATE);
(B)
NO DEFAULT.
NO EVENT OF DEFAULT OR DEFAULT SHALL HAVE OCCURRED
AND BE CONTINUING ON SUCH DATE, OR WOULD EXIST AFTER GIVING EFFECT TO THE
ADVANCES REQUESTED TO BE MADE, ON SUCH DATE; PROVIDED, HOWEVER THAT AGENT, IN
ITS SOLE DISCRETION, MAY CONTINUE TO MAKE ADVANCES NOTWITHSTANDING THE EXISTENCE
OF AN EVENT OF DEFAULT OR DEFAULT AND THAT ANY ADVANCES SO MADE SHALL NOT BE
DEEMED A WAIVER OF ANY SUCH EVENT OF DEFAULT OR DEFAULT; AND
(C)
MAXIMUM ADVANCES.
IN THE CASE OF ANY TYPE OF ADVANCE REQUESTED TO
BE MADE, AFTER GIVING EFFECT THERETO, THE AGGREGATE AMOUNT OF SUCH TYPE OF
ADVANCE SHALL NOT EXCEED THE MAXIMUM AMOUNT OF SUCH TYPE OF ADVANCE PERMITTED
UNDER THIS AGREEMENT.
Each request for an Advance by any Borrower hereunder shall constitute a
representation and warranty by each Borrower as of the date of such Advance that
the conditions contained in this subsection shall have been satisfied.
IX.
INFORMATION AS TO BORROWERS.
Each Borrower shall, or (except with respect to Section 9.11) shall cause
Borrowing Agent on its behalf to, until satisfaction in full of the Obligations
and the termination of this Agreement:
71
9.1.
DISCLOSURE OF MATERIAL MATTERS.
IMMEDIATELY UPON LEARNING
THEREOF, REPORT TO AGENT ALL MATTERS MATERIALLY ADVERSELY AFFECTING THE VALUE,
ENFORCEABILITY OR COLLECTIBILITY OF ANY PORTION OF THE COLLATERAL, INCLUDING ANY
BORROWER'S RECLAMATION OR REPOSSESSION OF, OR THE RETURN TO ANY BORROWER OF, A
MATERIAL AMOUNT OF GOODS OR CLAIMS OR DISPUTES ASSERTED BY ANY CUSTOMER OR OTHER
OBLIGOR.
9.2.
SCHEDULES.
DELIVER TO AGENT ON OR BEFORE THE FIFTEENTH (15TH) DAY
OF EACH MONTH AS AND FOR THE PRIOR MONTH (A) ACCOUNTS RECEIVABLE AGEINGS
INCLUSIVE OF RECONCILIATIONS TO THE GENERAL LEDGER, (B) ACCOUNTS PAYABLE
SCHEDULES INCLUSIVE OF RECONCILIATIONS TO THE GENERAL LEDGER, (C) INVENTORY
REPORTS AND (D) A BORROWING BASE CERTIFICATE IN FORM AND SUBSTANCE SATISFACTORY
TO AGENT (WHICH SHALL BE CALCULATED AS OF THE LAST DAY OF THE PRIOR MONTH AND
WHICH SHALL NOT BE BINDING UPON AGENT OR RESTRICTIVE OF AGENT'S RIGHTS UNDER
THIS AGREEMENT).
IN ADDITION, EACH BORROWER WILL DELIVER TO AGENT AT SUCH
INTERVALS AS AGENT MAY REASONABLY REQUIRE:
(I) CONFIRMATORY ASSIGNMENT
SCHEDULES, (II) COPIES OF CUSTOMER'S INVOICES, (III) EVIDENCE OF SHIPMENT OR
DELIVERY, AND (IV) SUCH FURTHER SCHEDULES, DOCUMENTS AND/OR INFORMATION
REGARDING THE COLLATERAL AS AGENT MAY REASONABLY REQUIRE INCLUDING TRIAL
BALANCES AND TEST VERIFICATIONS.
AGENT SHALL HAVE THE RIGHT TO CONFIRM AND
VERIFY ALL RECEIVABLES BY ANY MANNER AND THROUGH ANY MEDIUM IT CONSIDERS
ADVISABLE AND DO WHATEVER IT MAY DEEM REASONABLY NECESSARY TO PROTECT ITS
INTERESTS HEREUNDER.
THE ITEMS TO BE PROVIDED UNDER THIS SECTION ARE TO BE IN
FORM SATISFACTORY TO AGENT AND EXECUTED BY EACH BORROWER AND DELIVERED TO AGENT
FROM TIME TO TIME SOLELY FOR AGENT'S CONVENIENCE IN MAINTAINING RECORDS OF THE
COLLATERAL, AND ANY