THAT
SUCH FUNDS SHALL BE USED FOR THE ACQUISITION.
BORROWER SHALL BE REQUIRED TO
PROVIDE BANK WITH A COPY OF THE PURCHASE AGREEMENT, COPIES OF ALL PROPOSED AND
THEN EXECUTED TRANSFER DOCUMENTATION AND EVIDENCE OF THE COMPLETION OF THE
ACQUISITION SIMULTANEOUSLY WITH THE EXECUTION OF THIS AGREEMENT.
3
4.10
OTHER REQUIRED DOCUMENTATION.
SUBMISSION TO THE
BANK OF THE DEFINITIVE PURCHASE AGREEMENT RELATING TO THE PURCHASE OF ALL OF THE
TARGET ASSETS, TOGETHER WITH SUCH OTHER DOCUMENTS AS THE BANK OR ITS COUNSEL MAY
REQUIRE.
4.11
ADDITIONAL CONDITIONS TO LOAN.
THE MAKING OF THE
LOAN UNDER THIS AGREEMENT IS CONDITIONED UPON THE FOLLOWING: (I) THE BORROWER'S
REPRESENTATIONS AND WARRANTIES HEREIN SHALL BE TRUE AND CORRECT AS OF THE DATE
OF THE LOAN; (II) THERE SHALL EXIST NO EVENT OF DEFAULT NOR ANY EVENT WHICH,
WITH NOTICE OR LAPSE OF TIME OR BOTH, WOULD BECOME SUCH AN EVENT OF DEFAULT;
(III) THERE SHALL HAVE OCCURRED NO MATERIAL ADVERSE CHANGE IN THE FINANCIAL
CONDITION, BUSINESS OR PROSPECTS OF THE BORROWER; (IV) IF IT SHALL HAVE SO
REQUESTED, THE BANK SHALL HAVE RECEIVED A CERTIFICATE SIGNED BY THE PRESIDENT
AND SECRETARY OF THE BORROWER AS TO THE FOREGOING; AND (V) BORROWER SHALL HAVE
OBTAINED THE WRITTEN CONSENT OF BOA TO ENTER INTO THIS AGREEMENT IF REQUIRED
UNDER THE LOAN DOCUMENTS ENTERED INTO BETWEEN BORROWER AND BOA.
ITS ACCEPTANCE
OF THE LOAN SHALL CONSTITUTE THE BORROWER'S REPRESENTATION AND WARRANTY TO THE
EFFECT SET FORTH IN CLAUSES (I), (II) AND (III) ABOVE.
SECTION 5.
REPRESENTATIONS AND WARRANTIES.
WHEN THE BORROWER SIGNS THIS
AGREEMENT, AND UNTIL THE BANK IS REPAID IN FULL, THE BORROWER MAKES THE
FOLLOWING REPRESENTATIONS AND WARRANTIES.
EACH REQUEST FOR AN EXTENSION OF
CREDIT CONSTITUTES A RENEWAL OF THESE REPRESENTATIONS AND WARRANTIES AS OF THE
DATE OF THE REQUEST.
5.1
FORMATION.
THE BORROWER AND EACH GUARANTOR
HAS BEEN DULY FORMED AND EXISTING UNDER THE LAWS OF THE STATE OR OTHER
JURISDICTION WHERE ORGANIZED.
5.2
AUTHORIZATION.
THIS AGREEMENT, AND ANY
INSTRUMENT OR AGREEMENT REQUIRED HEREUNDER, ARE WITHIN THE BORROWER'S AND THE
RESPECTIVE GUARANTOR'S POWERS, HAVE BEEN DULY AUTHORIZED, AND DO NOT CONFLICT
WITH ANY OF ITS ORGANIZATIONAL PAPERS.
5.3
ENFORCEABLE AGREEMENT.
THIS AGREEMENT IS A
LEGAL, VALID AND BINDING AGREEMENT OF THE BORROWER, ENFORCEABLE AGAINST THE
BORROWER IN ACCORDANCE WITH ITS TERMS, AND ANY INSTRUMENT OR AGREEMENT REQUIRED
HEREUNDER, WHEN EXECUTED AND DELIVERED, WILL BE SIMILARLY LEGAL, VALID, BINDING
AND ENFORCEABLE AGAINST THE BORROWER OR AS IT MAY APPEAR TO BE A PARTY THERETO,
EACH GUARANTOR.
5.4
GOOD STANDING.
IN EACH STATE IN WHICH THE
BORROWER OR ANY GUARANTOR DOES BUSINESS, IT IS PROPERLY LICENSED, IN GOOD
STANDING, AND, WHERE REQUIRED, IN COMPLIANCE WITH FICTITIOUS NAME STATUTES.
5.5
NO CONFLICTS.
THIS AGREEMENT DOES NOT
CONFLICT WITH ANY LAW, AGREEMENT, OR OBLIGATION BY WHICH THE BORROWER OR ANY
GUARANTOR IS BOUND.
5.6
FINANCIAL INFORMATION.
ALL FINANCIAL AND
OTHER INFORMATION THAT HAS BEEN OR WILL BE SUPPLIED TO THE BANK IS SUFFICIENTLY
COMPLETE TO GIVE THE BANK ACCURATE KNOWLEDGE OF THE BORROWER'S CONSOLIDATED AND
CONSOLIDATING FINANCIAL