A RESULT OF AGENT'S OR ANY LENDER'S OWN GROSS NEGLIGENCE
OR WILFUL MISCONDUCT AS DETERMINED PURSUANT TO A FINAL NON-APPEALABLE ORDER OF A
COURT OF COMPETENT JURISDICTION.
7.5
RIGHT TO CURE.
AGENT MAY, AT ITS OPTION, UPON NOTICE TO ADMINISTRATIVE
BORROWER, (A) CURE ANY DEFAULT BY ANY BORROWER OR GUARANTOR UNDER ANY MATERIAL
AGREEMENT WITH A THIRD PARTY THAT AFFECTS THE COLLATERAL, ITS VALUE OR THE
ABILITY OF AGENT TO COLLECT, SELL OR OTHERWISE DISPOSE OF THE COLLATERAL OR THE
RIGHTS AND REMEDIES OF AGENT OR ANY LENDER THEREIN OR THE ABILITY OF ANY
BORROWER OR GUARANTOR TO PERFORM ITS OBLIGATIONS HEREUNDER OR UNDER ANY OF THE
OTHER FINANCING AGREEMENTS, (B) PAY OR BOND ON APPEAL ANY JUDGMENT ENTERED
AGAINST ANY BORROWER OR GUARANTOR, (C) DISCHARGE TAXES, LIENS, SECURITY
INTERESTS OR OTHER ENCUMBRANCES AT ANY TIME LEVIED ON OR EXISTING WITH RESPECT
TO THE COLLATERAL AND (D) PAY ANY AMOUNT, INCUR ANY EXPENSE OR PERFORM ANY ACT
WHICH, IN AGENT'S JUDGMENT, IS NECESSARY OR APPROPRIATE TO PRESERVE, PROTECT,
INSURE OR MAINTAIN THE COLLATERAL AND THE RIGHTS OF AGENT AND LENDERS WITH
RESPECT THERETO.
AGENT MAY ADD ANY AMOUNTS SO EXPENDED TO THE OBLIGATIONS AND
CHARGE ANY BORROWER'S ACCOUNT THEREFOR, SUCH AMOUNTS TO BE REPAYABLE BY
BORROWERS ON DEMAND.
AGENT AND LENDERS SHALL BE UNDER NO OBLIGATION TO EFFECT
SUCH CURE, PAYMENT OR BONDING AND SHALL NOT, BY DOING SO, BE DEEMED TO HAVE
ASSUMED ANY OBLIGATION OR LIABILITY OF ANY BORROWER OR GUARANTOR.
ANY PAYMENT
MADE OR OTHER ACTION TAKEN BY AGENT OR ANY LENDER UNDER THIS SECTION SHALL BE
WITHOUT PREJUDICE TO ANY RIGHT TO ASSERT AN EVENT OF DEFAULT HEREUNDER AND TO
PROCEED ACCORDINGLY.
7.6
ACCESS TO PREMISES.
FROM TIME TO TIME AS REQUESTED BY AGENT, AT THE COST
AND EXPENSE OF BORROWERS, (A) AGENT OR ITS DESIGNEE SHALL HAVE COMPLETE ACCESS
TO ALL OF EACH BORROWER'S AND GUARANTOR'S PREMISES DURING NORMAL BUSINESS HOURS
AND AFTER NOTICE TO PARENT, OR AT ANY TIME AND WITHOUT NOTICE TO ADMINISTRATIVE
BORROWER IF AN EVENT OF DEFAULT EXISTS OR HAS OCCURRED AND IS CONTINUING, FOR
THE PURPOSES OF INSPECTING, VERIFYING AND AUDITING THE COLLATERAL AND ALL OF
EACH BORROWER'S AND GUARANTOR'S BOOKS AND RECORDS, INCLUDING THE RECORDS, AND
(B)
69
each Borrower and Guarantor shall promptly furnish to Agent such copies of such
books and records or extracts therefrom as Agent may request, and Agent or any
Lender or Agent's designee may use during normal business hours such of any
Borrower's and Guarantor's personnel, equipment, supplies and premises as may be
reasonably necessary for the foregoing and if an Event of Default exists or has
occurred and is continuing for the collection of Receivables and realization of
other Collateral.
SECTION 8.
REPRESENTATIONS AND WARRANTIES
Each Borrower and Guarantor hereby represents and warrants to Agent, Lenders and
Issuing Bank the following:
8.1
CORPORATE EXISTENCE, POWER AND AUTHORITY.
EACH BORROWER AND GUARANTOR IS A
CORPORATION DULY ORGANIZED AND IN GOOD STANDING UNDER THE LAWS OF ITS
JURISDICTION OF ORGANIZATION AND IS DULY