BEHALF OF BORROWERS.
8.16
INTERRELATED BUSINESSES.
BORROWERS MAKE UP A
RELATED ORGANIZATION OF ENTITIES CONSTITUTING A SINGLE ECONOMIC AND BUSINESS
ENTERPRISE SO THAT BORROWERS SHARE AN IDENTITY OF INTERESTS SUCH THAT ANY
BENEFIT RECEIVED BY ANY ONE OF THEM UNDER THIS AGREEMENT BENEFITS THE OTHERS.
BORROWERS PURCHASE OR SELL AND SUPPLY GOODS TO OR FROM OR FOR THE BENEFIT OF THE
OTHERS, MAKE LOANS, ADVANCES AND PROVIDE OTHER FINANCIAL ACCOMMODATIONS TO OR
FOR THE BENEFIT OF THE OTHER BORROWERS (INCLUDING INTER ALIA, THE PAYMENT BY
BORROWERS OF CREDITORS OF THE OTHER BORROWERS AND GUARANTEES BY BORROWERS OF
INDEBTEDNESS OF THE OTHER BORROWERS AND PROVIDE ADMINISTRATIVE, MARKETING,
PAYROLL AND MANAGEMENT SERVICES TO OR FOR THE BENEFIT OF THE OTHER BORROWERS).
BORROWERS HAVE THE SAME CHIEF EXECUTIVE OFFICE AND CERTAIN COMMON OFFICERS AND
DIRECTORS.
8.17
PAYABLE PRACTICES; RETENTION OF TITLE.
EACH
BORROWER HAS NOT MADE ANY MATERIAL CHANGE IN ITS HISTORICAL ACCOUNTS PAYABLE
PRACTICES FROM THOSE IN EFFECT IMMEDIATELY PRIOR TO THE DATE HEREOF.
8.18
ACCURACY AND COMPLETENESS OF INFORMATION.
ALL
INFORMATION FURNISHED BY OR ON BEHALF OF ANY BORROWER IN WRITING TO AGENT OR ANY
LENDER IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER FINANCING
AGREEMENTS OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY, INCLUDING ALL
INFORMATION ON THE INFORMATION CERTIFICATE IS TRUE AND CORRECT IN ALL MATERIAL
RESPECTS ON THE DATE AS OF WHICH SUCH INFORMATION IS DATED OR CERTIFIED AND DOES
NOT OMIT ANY MATERIAL FACT NECESSARY IN ORDER TO MAKE SUCH INFORMATION NOT
MISLEADING (IT BEING UNDERSTOOD THAT ANY FORWARD-LOOKING STATEMENT OR PROJECTION
SHALL BE JUDGED IN LIGHT OF CIRCUMSTANCES THEN KNOWN TO, OR WHICH REASONABLY
SHOULD HAVE BEEN KNOWN TO A PERSON MAKING SUCH STATEMENT OR PROJECTION AND
HAVING THE INFORMATION REASONABLY AVAILABLE TO A PERSON SO SITUATED).
NO EVENT
OR CIRCUMSTANCE HAS OCCURRED WHICH HAS HAD OR COULD REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT, WHICH HAS NOT BEEN FULLY AND ACCURATELY
DISCLOSED TO AGENT IN WRITING PRIOR TO THE DATE HEREOF.
8.19
SURVIVAL OF WARRANTIES; CUMULATIVE.
ALL
REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT OR ANY OF THE OTHER
FINANCING AGREEMENTS SHALL SURVIVE THE EXECUTION AND
78
DELIVERY OF THIS AGREEMENT AND SHALL BE DEEMED TO HAVE BEEN MADE AGAIN TO AGENT
AND LENDERS ON THE DATE OF EACH ADDITIONAL BORROWING OR OTHER CREDIT
ACCOMMODATION HEREUNDER AND SHALL BE CONCLUSIVELY PRESUMED TO HAVE BEEN RELIED
ON BY AGENT AND LENDERS REGARDLESS OF ANY INVESTIGATION MADE OR INFORMATION
POSSESSED BY AGENT OR ANY LENDER.
THE REPRESENTATIONS AND WARRANTIES SET FORTH
HEREIN SHALL BE CUMULATIVE AND IN ADDITION TO ANY OTHER REPRESENTATIONS OR
WARRANTIES WHICH ANY BORROWER SHALL NOW OR HEREAFTER GIVE, OR CAUSE TO BE GIVEN,
TO AGENT OR ANY LENDER.
SECTION 9.
AFFIRMATIVE AND NEGATIVE COVENANTS
9.1
MAINTENANCE OF EXISTENCE.
(A)
EACH BORROWER SHALL AT ALL TIMES PRESERVE, RENEW AND KEEP
IN FULL FORCE AND EFFECT ITS CORPORATE EXISTENCE AND RIGHTS AND FRANCHISES WITH
RESPECT THERETO AND MAINTAIN IN FULL FORCE AND EFFECT ALL LICENSES, TRADEMARKS,
TRADENAMES, APPROVALS, AUTHORIZATIONS, LEASES, CONTRACTS