SUBSTANCES AFFECTING THE REAL PROPERTY, WHETHER OR NOT
THE SAME ORIGINATES OR EMERGES FROM THE REAL PROPERTY OR ANY CONTIGUOUS REAL
ESTATE, INCLUDING ANY LOSS OF VALUE OF THE REAL PROPERTY AS A RESULT OF THE
FOREGOING EXCEPT TO THE EXTENT SUCH LOSS, LIABILITY, DAMAGE AND EXPENSE IS
ATTRIBUTABLE TO ANY HAZARDOUS DISCHARGE RESULTING FROM ACTIONS ON THE PART OF
AGENT OR ANY LENDER.
BORROWERS' OBLIGATIONS UNDER THIS SECTION 4.19 SHALL ARISE
UPON THE DISCOVERY OF THE PRESENCE OF ANY HAZARDOUS SUBSTANCES AT THE REAL
PROPERTY, WHETHER OR NOT ANY FEDERAL, STATE, OR LOCAL ENVIRONMENTAL AGENCY HAS
TAKEN OR THREATENED ANY ACTION IN CONNECTION WITH THE PRESENCE OF ANY HAZARDOUS
SUBSTANCES.
BORROWERS' OBLIGATION AND THE INDEMNIFICATIONS HEREUNDER SHALL
SURVIVE THE TERMINATION OF THIS AGREEMENT.
(I)
FOR PURPOSES OF SECTION 4.19 AND 5.7, ALL REFERENCES TO REAL
PROPERTY SHALL BE DEEMED TO INCLUDE ALL OF EACH BORROWER'S RIGHT, TITLE AND
INTEREST IN AND TO ITS OWNED AND LEASED PREMISES.
4.20.
FINANCING STATEMENTS.
EXCEPT AS RESPECTS THE FINANCING STATEMENTS
FILED BY AGENT AND THE FINANCING STATEMENTS DESCRIBED ON SCHEDULE 1.2, NO
FINANCING STATEMENT COVERING ANY OF THE COLLATERAL OR ANY PROCEEDS THEREOF IS ON
FILE IN ANY PUBLIC OFFICE.
V.
REPRESENTATIONS AND WARRANTIES.
Each Borrower represents and warrants as follows:
5.1.
AUTHORITY.
EACH BORROWER HAS FULL POWER, AUTHORITY AND LEGAL
RIGHT TO ENTER INTO THIS AGREEMENT AND THE OTHER DOCUMENTS TO WHICH IT IS A
PARTY AND TO PERFORM ALL ITS RESPECTIVE OBLIGATIONS HEREUNDER AND THEREUNDER.
THIS AGREEMENT AND THE OTHER DOCUMENTS TO WHICH IT IS A PARTY HAVE BEEN DULY
EXECUTED AND DELIVERED BY EACH BORROWER, AND THIS AGREEMENT AND THE OTHER
DOCUMENTS TO WHICH IT IS A PARTY CONSTITUTE THE LEGAL, VALID AND BINDING
OBLIGATION OF SUCH BORROWER ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS, EXCEPT
AS SUCH ENFORCEABILITY MAY BE LIMITED BY ANY APPLICABLE BANKRUPTCY, INSOLVENCY,
MORATORIUM OR SIMILAR LAWS AFFECTING CREDITORS' RIGHTS GENERALLY.
THE
EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND OF THE OTHER DOCUMENTS
TO WHICH IT IS A PARTY (A) ARE WITHIN SUCH BORROWER'S CORPORATE POWERS, HAVE
BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION, ARE NOT IN CONTRAVENTION
OF LAW OR THE TERMS OF SUCH BORROWER'S BY-LAWS, CERTIFICATE OF INCORPORATION OR
OTHER APPLICABLE DOCUMENTS
54
RELATING TO SUCH BORROWER'S FORMATION OR TO THE CONDUCT OF SUCH BORROWER'S
BUSINESS OR OF ANY MATERIAL AGREEMENT OR UNDERTAKING TO WHICH SUCH BORROWER IS A
PARTY OR BY WHICH SUCH BORROWER IS BOUND, (B) WILL NOT CONFLICT WITH OR VIOLATE
ANY LAW OR REGULATION, OR ANY JUDGMENT, ORDER OR DECREE OF ANY GOVERNMENTAL
BODY, (C) EXCEPT FOR FILING FINANCING STATEMENTS UNDER THE UNIFORM COMMERCIAL
CODE AND OTHER SECURITY DOCUMENTS TO EVIDENCE AND PERFECT THE LIENS GRANTED TO
THE AGENT AND LENDERS HEREUNDER AND COMPLIANCE WITH APPLICABLE FEDERAL AND STATE
SECURITIES LAWS IN CONNECTION WITH THE DISPOSITION OF ANY COLLATERAL
CONSTITUTING SECURITIES, WILL NOT REQUIRE THE CONSENT OF ANY GOVERNMENTAL BODY
OR ANY OTHER PERSON, EXCEPT THOSE CONSENTS SET FORTH ON SCHEDULE 5.1 HERETO AND
EXCEPT WHERE THE FAILURE