RESPECT OF ANY DEFAULT BY
THE BORROWERS IN THE PERFORMANCE OR SATISFACTION OF ANY TERM, COVENANT,
CONDITION OR PROVISION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, ANY AND
ALL OTHER INDULGENCES WHATSOEVER BY THE LENDER IN RESPECT OF ANY OF THE
OBLIGATIONS HEREUNDER, AND THE TAKING, ADDITION, SUBSTITUTION OR RELEASE, IN
WHOLE OR IN PART, AT ANY TIME OR TIMES, OF ANY SECURITY FOR ANY OF SUCH
OBLIGATIONS OR THE ADDITION, SUBSTITUTION OR RELEASE, IN WHOLE OR IN PART, OF
THE BORROWERS OR ANY OTHER ENTITY OR PERSON PRIMARILY OR SECONDARILY LIABLE FOR
ANY SUCH OBLIGATION.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE
BORROWERS ASSENT TO ANY OTHER ACTION OR DELAY IN ACTING OR FAILURE TO ACT ON THE
PART OF THE LENDER, INCLUDING, WITHOUT LIMITATION, ANY FAILURE STRICTLY OR
DILIGENTLY TO ASSERT ANY RIGHT OR TO PURSUE ANY REMEDY WHICH MIGHT, BUT FOR THE
PROVISIONS OF THIS SECTION 3.04, AFFORD GROUNDS FOR TERMINATING, DISCHARGING OR
RELIEVING THE BORROWERS, IN WHOLE OR IN PART, FROM ANY OF THEIR OBLIGATIONS
UNDER THIS SECTION 3.04, IT BEING THE INTENTION OF THE BORROWERS THAT, SO LONG
AS ANY OF SUCH OBLIGATIONS HEREUNDER REMAINS UNSATISFIED, THE OBLIGATIONS OF THE
BORROWERS UNDER THIS SECTION 3.04 SHALL NOT BE DISCHARGED EXCEPT BY PERFORMANCE
AND THEN ONLY TO THE EXTENT OF SUCH PERFORMANCE.
THE OBLIGATIONS OF THE
BORROWERS UNDER THIS SECTION 3.04 SHALL NOT BE DIMINISHED OR RENDERED
UNENFORCEABLE BY ANY WINDING UP, REORGANIZATION, ARRANGEMENT, LIQUIDATION,
RECONSTRUCTION OR SIMILAR PROCEEDING WITH RESPECT TO THE BORROWERS OR THE
LENDER.
(B)
THE PROVISIONS OF THIS SECTION 3.04 ARE MADE FOR THE BENEFIT OF
THE LENDER AND ITS PERMITTED SUCCESSORS AND ASSIGNS, AND MAY BE ENFORCED BY THEM
FROM TIME TO TIME AGAINST THE BORROWERS AS OFTEN AS OCCASION THEREFOR MAY ARISE
AND WITHOUT REQUIREMENT ON THE PART OF THE LENDER OR SUCH SUCCESSORS OR ASSIGNS
FIRST TO MARSHAL ANY OF THEIR CLAIMS OR TO EXERCISE ANY OF THEIR RIGHTS AGAINST
THE BORROWERS OR TO EXHAUST ANY REMEDIES AVAILABLE TO THEM AGAINST THE
Borrowers or to resort to any other source or means of obtaining payment of any
of the Obligations hereunder or to elect any other remedy.
The provisions of
this Section 3.04 shall remain in effect until all of such Obligations shall
have been paid in full or otherwise fully satisfied.
SECTION 3.05.
USE OF PROCEEDS.
THE BORROWERS SHALL USE THE PROCEEDS OF THE
LOAN FOR GENERAL CORPORATE PURPOSES.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
In order to induce the Lender to enter into this Agreement and to make the Loan
hereunder, the Borrowers, jointly and severally, hereby represent and warrant to
the Lender that the following statements are and, after giving effect to the
transactions contemplated hereby, will be true, correct and complete:
SECTION 4.01.
(A) ORGANIZATION AND GOOD STANDING.
EACH OF THE BORROWERS AND
EACH OF THEIR SUBSIDIARIES IS A CORPORATION OR OTHER ENTITY DULY ORGANIZED,
VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS
INCORPORATION OR ORGANIZATION, HAS