law,
Borrower Group hereby grants to Lender and Lender reserves a right of setoff in
all Borrower Group's accounts with Lender (whether checking, savings, or some
other account).
This includes all accounts Borrower Group holds jointly with
someone else and all accounts Borrower Group may open in the future.
However,
this does not include any IRA or Keogh accounts, or any trust accounts for which
setoff would be prohibited by law.
Borrower Group authorizes Lender, to the
extent permitted by applicable law, to charge or setoff all sums owing on the
Indebtedness against any and all such accounts, and, at Lender's option, to
administratively freeze all such accounts to allow Lender to protect Lender's
charge and setoff rights provided in this Section 7.9.
15
8.
WARRANTIES AND REPRESENTATIONS.
8.1
General Warranties and Representations. Borrower Group
warrants and represents that:
(A)
EACH PARTY COMPRISING THE BORROWER GROUP AND EACH SUBSIDIARY
IS A CORPORATION WHICH IS DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING
UNDER THE LAWS OF THE STATE OF DELAWARE AND IS QUALIFIED OR LICENSED TO DO
BUSINESS AND IS IN GOOD STANDING IN ALL OTHER COUNTRIES, STATES AND PROVINCES
THE LAWS OF WHICH REQUIRE EACH BORROWER GROUP AND EACH SUBSIDIARY TO BE SO
QUALIFIED OR LICENSED EXCEPT WHERE THE FAILURE TO SO QUALIFY WOULD NOT HAVE A
MATERIAL ADVERSE EFFECT ON THE BUSINESS, PROPERTY OR FINANCIAL CONDITION OF
BORROWER GROUP OR A SUBSIDIARY;
(B)
BORROWER GROUP HAS GOOD, INDEFEASIBLE AND MERCHANTABLE TITLE
TO, AND OWNERSHIP OF, THE COLLATERAL FREE AND CLEAR OF ALL LIENS EXCEPT THOSE OF
LENDER AND THOSE, IF ANY, DESCRIBED ON SCHEDULE I;
(C)
NEITHER BORROWER GROUP NOR ANY SUBSIDIARY IS A PARTY TO ANY
CONTRACT OR AGREEMENT OR SUBJECT TO ANY CHARGE, CORPORATE RESTRICTION, JUDGMENT,
DECREE OR ORDER ADVERSELY AFFECTING ITS BUSINESS, PROPERTY, ASSETS, OPERATIONS
OR CONDITION, FINANCIAL OR OTHERWISE, OR IS A PARTY TO ANY LABOR DISPUTE WHICH
WOULD HAVE A MATERIAL ADVERSE EFFECT ON THE ASSETS, OPERATIONS OR FINANCIAL
CONDITION OF BORROWER GROUP OR A SUBSIDIARY, OR ON THE COLLATERAL; THERE ARE NO
STRIKES, LOCKOUTS OR WALKOUTS RELATING TO ANY LABOR CONTRACTS OF BORROWER GROUP
OR ANY SUBSIDIARY AND NO SUCH CONTRACT IS SCHEDULED TO EXPIRE WITHIN THE
REVOLVING CREDIT FACILITY TERM;
(D)
NEITHER BORROWER GROUP NOR ANY SUBSIDIARY IS IN VIOLATION OF
ANY APPLICABLE STATUTE, REGULATION OR ORDINANCE OF ANY GOVERNMENTAL AUTHORITIES
HAVING JURISDICTION OVER THEIR ACTIVITIES, OR OF ANY ORDER, WRIT, INJUNCTION OR
DECREE OR ANY COURT OR ANY FEDERAL, STATE, MUNICIPAL OR OTHER GOVERNMENTAL
AUTHORITY, WHICH WOULD IN ANY RESPECT ADVERSELY AFFECT THE COLLATERAL OR THEIR
BUSINESS, PROPERTY, ASSETS, OPERATIONS OR CONDITION, FINANCIAL OR OTHERWISE;
(E)
NEITHER BORROWER GROUP NOR ANY SUBSIDIARY IS IN DEFAULT WITH
RESPECT TO ANY INDENTURE, LOAN AGREEMENT, MORTGAGE, LEASE, DEED OR OTHER SIMILAR
AGREEMENT RELATING TO THE BORROWING OF MONIES TO WHICH ANY OF THEM IS A PARTY OR
BY WHICH ANY OF THEM IS BOUND;
(F)
NEITHER BORROWER GROUP NOR ANY SUBSIDIARY HAS RECEIVED NOTICE
TO THE EFFECT THAT IT IS NOT IN