(I)
REQUEST FOR LOAN.
LENDER SHALL
HAVE RECEIVED IN ACCORDANCE WITH THIS AGREEMENT, A REQUEST FOR A LOAN IN FORM
AND CONTENT SATISFACTORY TO LENDER IN ITS REASONABLE DISCRETION DATED AS OF THE
DATE OF REQUEST AND EXECUTED BY AN AUTHORIZED OFFICER OF DEBTOR;
(II)
NO EVENT OF DEFAULT, ETC.
NO
EVENT OF DEFAULT, EVENT WHICH WITH THE PASSAGE OF TIME AND/OR NOTICE WOULD BE AN
EVENT OF DEFAULT, OR EVENT WHICH WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT SHALL HAVE OCCURRED AND BE CONTINUING, OR WOULD RESULT FROM OR
AFTER GIVING EFFECT TO SUCH LOAN;
AND
(III)
REPRESENTATIONS AND WARRANTIES.
ALL
OF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THE LOAN DOCUMENTS SHALL BE
TRUE AND CORRECT IN MATERIAL RESPECTS ON AND AS OF THE DATE OF SUCH LOAN WITH
THE SAME FORCE AND EFFECT AS IF SUCH REPRESENTATIONS AND WARRANTIES HAD BEEN
MADE ON AND AS OF SUCH DATE.
6.
REPRESENTATIONS AND WARRANTIES.
DEBTOR
HEREBY REPRESENTS AND WARRANTS, AND UPON EACH REQUEST FOR A LOAN REPRESENTS AND
WARRANTS TO LENDER AS FOLLOWS:
(A)
EXISTENCE.
DEBTOR (I) IS DULY ORGANIZED,
VALIDLY EXISTING, AND IN GOOD STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS
ORGANIZATION; (II) HAS ALL REQUISITE POWER AND AUTHORITY TO OWN ITS ASSETS AND
CARRY ON ITS BUSINESS AS NOW BEING OR AS PROPOSED TO BE CONDUCTED; AND (III) IS
QUALIFIED TO DO BUSINESS IN ALL JURISDICTIONS IN WHICH THE NATURE OF ITS
BUSINESS MAKES SUCH QUALIFICATION NECESSARY AND WHERE FAILURE TO SO QUALIFY
WOULD HAVE A MATERIAL ADVERSE EFFECT.
DEBTOR HAS THE POWER AND AUTHORITY TO
EXECUTE, DELIVER, AND
6
PERFORM ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS TO WHICH IT IS OR MAY BECOME A
PARTY.
THE FEDERAL TAX IDENTIFICATION NUMBER AND STATE ORGANIZATIONAL NUMBER
FOR DEBTOR ARE SET FORTH BELOW:
Federal Tax Identification Number
State Filing Number
74-2095844
0051318400
(B)
BINDING OBLIGATIONS.
THE EXECUTION,
DELIVERY, AND PERFORMANCE OF THE LOAN DOCUMENTS BY DEBTOR HAVE BEEN DULY
AUTHORIZED BY ALL NECESSARY ACTION BY DEBTOR, AND CONSTITUTE LEGAL, VALID AND
BINDING OBLIGATIONS OF DEBTOR, ENFORCEABLE IN ACCORDANCE WITH THEIR RESPECTIVE
TERMS, EXCEPT AS LIMITED BY BANKRUPTCY, INSOLVENCY OR SIMILAR LAWS OF GENERAL
APPLICATION RELATING TO THE ENFORCEMENT OF CREDITORS' RIGHTS AND EXCEPT TO THE
EXTENT SPECIFIC REMEDIES MAY GENERALLY BE LIMITED BY EQUITABLE PRINCIPLES.
(C)
NO CONSENT.
THE EXECUTION, DELIVERY AND
PERFORMANCE OF THE LOAN DOCUMENTS, AND THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED THEREBY, DO NOT (I) CONFLICT WITH, RESULT IN A VIOLATION OF, OR
CONSTITUTE A DEFAULT UNDER (1) ANY PROVISION OF THE CONSTITUENT DOCUMENTS (IF
ANY) OR OTHER INSTRUMENT BINDING UPON DEBTOR,
(2) ANY LAW, GOVERNMENTAL
REGULATION, COURT DECREE OR ORDER APPLICABLE TO DEBTOR, OR (3) ANY CONTRACTUAL
OBLIGATION, AGREEMENT, JUDGMENT, LICENSE, ORDER OR PERMIT APPLICABLE TO OR
BINDING UPON DEBTOR, (II) REQUIRE THE CONSENT, APPROVAL OR AUTHORIZATION OF ANY
THIRD PARTY, OR (III) RESULT IN OR REQUIRE THE CREATION OF ANY LIEN, CHARGE OR
ENCUMBRANCE UPON ANY PROPERTY OF DEBTOR EXCEPT AS MAY BE EXPRESSLY CONTEMPLATED
IN THE LOAN DOCUMENTS.