BOTH) WOULD CONSTITUTE, AN EVENT OF
DEFAULT.
4-8.
NO MATERIAL ADVERSE CHANGE.
NO MATERIAL ADVERSE CHANGE HAS
OCCURRED.
4-9.
DELIVERY OF DOCUMENTS.
NO DOCUMENT SHALL BE DEEMED DELIVERED TO
THE LENDER UNTIL RECEIVED AND ACCEPTED BY THE LENDER AT ITS OFFICE IN BOSTON,
MASSACHUSETTS. UNDER NO CIRCUMSTANCES WILL THIS AGREEMENT TAKE EFFECT UNTIL
EXECUTED AND ACCEPTED BY THE LENDER AT SAID HEAD OFFICE.
ARTICLE 5 - GENERAL REPRESENTATIONS. WARRANTIES AND COVENANTS
To induce the Lender to establish the loan arrangement contemplated herein and
to make loans and advances and to provide financial accommodations under the
Revolving Credit (each of which loans shall be deemed to have been made in
reliance thereupon) the Borrowers, in addition to all other representations,
warranties, and covenants made by the Borrowers in any other Loan Document,
makes those representations, warranties, and covenants included in this
Agreement.
5-1.
PAYMENT AND PERFORMANCE OF LIABILITIES.
THE BORROWERS SHALL PAY
EACH LIABILITY DUE LENDER WHEN DUE (OR WHEN DEMANDED IF PAYABLE ON DEMAND) AND
SHALL PROMPTLY, PUNCTUALLY, AND FAITHFULLY PERFORM EACH OTHER LIABILITY DUE
LENDER AND PAY EACH OBLIGATION DUE TO OTHERS IN ACCORDANCE WITH ITS CURRENT
CUSTOM AND PRACTICE. IF BORROWERS HAVE ANY DISPUTE WITH RESPECT TO ANY OTHER
OBLIGATION DUE TO OTHERS, BORROWERS SHALL GIVE LENDER NOTICE OF SAID DISPUTE,
EXCEPT WITH REGARD TO AMOUNTS DUE TO OTHERS AND DISPUTED BY THE BORROWERS IN
GOOD FAITH, PROVIDED, HOWEVER, THAT NO LIENS SHALL ARISE ON THE COLLATERAL IN
CONNECTION WITH SUCH DISPUTED AMOUNTS.
5-2.
DUE ORGANIZATION - AUTHORIZATION - NO CONFLICTS.
(A)
EACH BORROWER PRESENTLY IS AND SHALL HEREAFTER REMAIN IN GOOD
STANDING AS A LEGAL ENTITY IN THE STATE IN WHICH IT IS LEGALLY FORMED AND IS AND
SHALL HEREAFTER REMAIN DULY QUALIFIED AND IN GOOD STANDING IN EVERY OTHER STATE
IN WHICH, BY REASON OF THE NATURE OR LOCATION OF SUCH BORROWER'S ASSETS OR
OPERATION OF SUCH BORROWER'S BUSINESS, SUCH QUALIFICATION MAY BE NECESSARY,
EXCEPT WHERE SUCH FAILURE TO QUALIFY WILL NOT HAVE A MATERIAL ADVERSE CHANGE ON
THE BORROWERS OR THEIR BUSINESS OR ASSETS, OR THE COLLATERAL.
(B)
EACH RELATED ENTITY IS LISTED ON EXHIBIT 5-2, ANNEXED HERETO.
THE
BORROWER SHALL PROVIDE THE LENDER WITH PRIOR WRITTEN NOTICE OF ANY ENTITY'S
BECOMING OR CEASING TO BE A SUBSIDIARY OF ANY BORROWER.
(C)
EACH BORROWER HAS ALL LEGAL CORPORATE POWER AND AUTHORITY TO
EXECUTE AND DELIVER ALL AND SINGULAR THE LOAN DOCUMENTS TO WHICH SUCH BORROWER
IS A PARTY AND HAS AND WILL HEREAFTER RETAIN ALL REQUISITE LEGAL POWER AND
AUTHORITY TO PERFORM ANY AND ALL OF THE LIABILITIES.
(D)
THE EXECUTION AND DELIVERY BY EACH BORROWER OF EACH LOAN DOCUMENT
TO WHICH IT IS A PARTY; THE BORROWERS' CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED BY SUCH LOAN DOCUMENTS (INCLUDING, WITHOUT LIMITATION, THE CREATION
OF SECURITY INTERESTS BY THE BORROWERS AS
17
CONTEMPLATED HEREBY); THE BORROWERS' PERFORMANCE UNDER THOSE OF THE LOAN
DOCUMENTS TO WHICH IT IS A PARTY; THE BORROWINGS HEREUNDER; AND THE USE OF THE
PROCEEDS THEREOF:
(I)
HAVE BEEN DULY AUTHORIZED BY ALL