(90)
days of the date of this Agreement, Collateral Assignment (Lease), in the form
of Exhibit Y attached hereto.
5.2
EACH ADVANCE AND LETTER OF CREDIT.
THE
LENDER SHALL NOT BE REQUIRED TO MAKE ANY ADVANCE, OR ISSUE ANY LETTER OF CREDIT,
UNLESS ON THE APPLICABLE BORROWING DATE, OR IN THE CASE OF A LETTER OF CREDIT,
THE DATE ON WHICH THE LETTER OF CREDIT IS TO BE ISSUED:
(A)
THERE EXISTS NO DEFAULT OR UNMATURED DEFAULT;
(B)
THE REPRESENTATIONS AND WARRANTIES CONTAINED
IN ARTICLE VI ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF SUCH BORROWING
DATE (UNLESS SUCH REPRESENTATION AND
46
WARRANTY IS MADE AS OF A SPECIFIC DATE, IN WHICH CASE, SUCH REPRESENTATION AND
WARRANTY SHALL BE TRUE IN ALL MATERIAL RESPECTS AS OF SUCH DATE); AND
(C)
THE REVOLVING CREDIT OBLIGATIONS DO NOT, AND
AFTER MAKING SUCH PROPOSED ADVANCE OR ISSUING SUCH LETTER OF CREDIT WOULD NOT,
EXCEED THE REVOLVING LOAN COMMITMENT.
Each Borrowing/Election Notice with respect to each such Advance and Loan and
the letter of credit application with respect to each Letter of Credit shall
constitute a representation and warranty by the Borrower that the conditions
contained in Sections 5.2(A), (B) and (C) have been satisfied.
ARTICLE VI:
REPRESENTATIONS AND WARRANTIES
In order to induce the Lender to enter into this Agreement and to make the Loans
and the other financial accommodations to the Borrower and to issue the Letters
of Credit described herein, the Borrower represents and warrants as follows to
Lender as of the Closing Date, giving effect to the consummation of the
transactions contemplated by the Loan Documents on the Closing Date, and
thereafter on each date as required by Section 5.2:
6.1
ORGANIZATION; CORPORATE POWERS.
THE
BORROWER (I) IS A CORPORATION DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD
STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS ORGANIZATION, (II) IS DULY
QUALIFIED TO DO BUSINESS AS A FOREIGN ENTITY AND IS IN GOOD STANDING UNDER THE
LAWS OF EACH JURISDICTION IN WHICH FAILURE TO BE SO QUALIFIED AND IN GOOD
STANDING WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, AND
(III) HAS ALL REQUISITE POWER AND AUTHORITY TO OWN, OPERATE AND ENCUMBER ITS
PROPERTY AND TO CONDUCT ITS BUSINESS AS PRESENTLY CONDUCTED AND AS PROPOSED TO
BE CONDUCTED.
6.2
AUTHORITY; ENFORCEABILITY.
(A)
EACH OF THE BORROWER AND ITS SUBSIDIARIES HAS
THE REQUISITE POWER AND AUTHORITY TO EXECUTE, DELIVER AND PERFORM EACH OF THE
LOAN DOCUMENTS WHICH HAVE BEEN EXECUTED BY IT AS REQUIRED BY THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS.
(B)
THE EXECUTION, DELIVERY, AND PERFORMANCE, OF
EACH OF THE LOAN DOCUMENTS WHICH HAVE BEEN EXECUTED AS REQUIRED BY THIS
AGREEMENT, THE OTHER LOAN DOCUMENTS OR OTHERWISE TO WHICH THE BORROWER OR ANY OF
ITS SUBSIDIARIES IS PARTY, AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
THEREBY, HAVE BEEN DULY AUTHORIZED BY ALL REQUISITE CORPORATE, ACTS (INCLUDING
ANY REQUIRED SHAREHOLDER APPROVAL) OF THE BORROWER OR SUCH SUBSIDIARY, AS
APPLICABLE.
(C)
EACH OF THE LOAN DOCUMENTS TO