OF SUCH JUDGMENT
EXCESS AVAILABILITY IS OR WOULD BE LESS THAN $5,000,000; (C) DISCHARGE TAXES,
LIENS, SECURITY INTERESTS OR OTHER ENCUMBRANCES AT ANY TIME LEVIED ON OR
EXISTING WITH RESPECT TO THE COLLATERAL AND 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; PROVIDED, THAT, AGENT SHALL NOT EXERCISE ITS RIGHT
PURSUANT TO THIS SECTION 7.6(C) TO DISCHARGE SUCH TAXES, LIENS, SECURITY
INTEREST OR OTHER ENCUMBRANCES THAT ARE PERMITTED UNDER SECTION 9.8 HEREOF,
UNLESS EITHER (I) A DEFAULT OR EVENT OF DEFAULT SHALL EXIST OR HAVE OCCURRED AND
BE CONTINUING, OR (II) WITH RESPECT TO LIENS, SECURITY INTERESTS OR OTHER
ENCUMBRANCES, THE BENEFICIARY OR HOLDER OF SUCH LIEN, SECURITY INTEREST OR OTHER
ENCUMBRANCE HAS THE RIGHT TO TAKE ACTION AGAINST OR WITH RESPECT TO THE
COLLATERAL WHICH RIGHT IS NOT SUBJECT TO AN EFFECTIVE STAY PURSUANT TO
APPLICABLE LAW.
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.
ANY PAYMENT MADE OR OTHER
ACTION TAKEN BY AGENT UNDER THIS SECTION SHALL BE WITHOUT PREJUDICE TO ANY RIGHT
TO ASSERT AN EVENT OF DEFAULT HEREUNDER AND TO PROCEED ACCORDINGLY.
7.7
ACCESS TO PREMISES.
FROM TIME TO TIME AS REQUESTED BY AGENT, AT THE
COST AND EXPENSE OF BORROWERS, (A) AGENT OR ITS DESIGNEE (OR ANY LENDER TOGETHER
WITH AGENT, AT SUCH LENDER'S OWN EXPENSE) SHALL HAVE COMPLETE ACCESS TO ALL OF
EACH BORROWER'S PREMISES DURING NORMAL BUSINESS HOURS AND AFTER NOTICE TO
BORROWERS, OR AT ANY TIME AND WITHOUT NOTICE TO BORROWERS 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 BOOKS AND
RECORDS, INCLUDING THE RECORDS, AND (B) EACH BORROWER SHALL PROMPTLY FURNISH TO
AGENT SUCH COPIES OF SUCH BOOKS AND RECORDS OR EXTRACTS THEREFROM AS AGENT MAY
REASONABLY REQUEST, AND (C) AGENT OR ANY LENDER OR AGENT'S DESIGNEE MAY USE
DURING NORMAL BUSINESS HOURS SUCH OF ANY BORROWER'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.
71
SECTION 8.
REPRESENTATIONS AND WARRANTIES
Each Borrower hereby represents and warrants to Agent and Lenders the following
(which shall survive the execution and delivery of this Agreement):
8.1
CORPORATE EXISTENCE, POWER AND AUTHORITY.
EACH BORROWER IS A
CORPORATION DULY ORGANIZED AND IN GOOD STANDING UNDER THE LAWS OF ITS STATE OR
COUNTRY OF INCORPORATION OR ORGANIZATION AND IS DULY QUALIFIED AS A FOREIGN
CORPORATION AND IN GOOD STANDING IN