DEFINED IN THE UNIFORM
COMMERCIAL CODE) IN THE ACCOUNTS AND THE ACCOUNT COLLATERAL IN FAVOR OF
ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE LENDERS, WHICH SECURITY INTEREST IS
PRIOR TO ALL OTHER LIENS, OTHER THAN PERMITTED ENCUMBRANCES, AND IS ENFORCEABLE
AS SUCH AGAINST CREDITORS OF AND PURCHASERS FROM BORROWER.
OTHER THAN IN
CONNECTION WITH THE LOAN DOCUMENTS AND EXCEPT FOR PERMITTED ENCUMBRANCES,
BORROWER HAS NOT SOLD OR OTHERWISE CONVEYED THE ACCOUNTS; AND
(B)
THE ACCOUNTS CONSTITUTE "DEPOSIT ACCOUNTS" WITHIN THE MEANING
OF THE UNIFORM COMMERCIAL CODE.
SECTION 3.37
GUARANTOR REPRESENTATIONS.
BORROWER HEREBY REPRESENTS AND
WARRANTS THAT, AS OF THE DATE HEREOF, THE REPRESENTATIONS AND WARRANTIES SET
FORTH IN SECTIONS 3.1 THROUGH 3.8, 3.12, 3.27, 3.28 AND 3.29 ABOVE ARE TRUE AND
CORRECT WITH RESPECT TO GUARANTOR.
WHEREVER THE TERM "BORROWER" IS USED IN EACH
OF THE FOREGOING SUBSECTIONS IT SHALL BE DEEMED TO BE "GUARANTOR".
Borrower agrees that, unless expressly provided otherwise, all of the
representations and warranties of Borrower set forth in this Article III and
elsewhere in this Agreement and the other Loan Documents shall survive for so
long as any portion of the Debt remains owing to Lenders.
All representations,
warranties, covenants and agreements made in this Agreement and in the other
Loan Documents shall be deemed to have been relied upon by Administrative Agent
and Lenders notwithstanding any investigation heretofore or hereafter made by
Administrative Agent and/or Lenders or on their behalf.
50
ARTICLE IV - BORROWER COVENANTS
From the date hereof and until payment and performance in full of all
obligations of Borrower under this Agreement, the Security Instrument, the Note
and the other Loan Documents or the earlier release of the lien of the Security
Instrument (and all related obligations) in accordance with the terms of this
Agreement, the Security Instrument, the Note and the other Loan Documents,
Borrower hereby covenants and agrees with Administrative Agent and each Lender
that:
SECTION 4.1
EXISTENCE.
BORROWER WILL CONTINUOUSLY MAINTAIN (A) ITS
EXISTENCE AND SHALL NOT DISSOLVE OR PERMIT ITS DISSOLUTION, (B) ITS RIGHTS TO DO
BUSINESS IN THE STATE, AND (C) ITS FRANCHISES AND TRADE NAMES, IF ANY, EXCEPT
WITH RESPECT TO THIS CLAUSE (C) IF THE FAILURE TO MAINTAIN THE SAME WOULD NOT
RESULT IN MATERIAL ADVERSE EFFECT.
SECTION 4.2
APPLICABLE LAW.
(A)
BORROWER SHALL PROMPTLY COMPLY AND SHALL CAUSE THE PROPERTY
TO COMPLY IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE LAW AFFECTING THE
BORROWER AND THE PROPERTY, OR THE USE THEREOF, INCLUDING, WITHOUT LIMITATION,
ALL ENVIRONMENTAL LAWS AND APPLICABLE LAW RELATING TO OFAC, EMBARGOED PERSONS
AND THE PATRIOT ACT.
(B)
BORROWER SHALL GIVE PROMPT NOTICE TO ADMINISTRATIVE AGENT OF
THE RECEIPT BY BORROWER OF ANY NOTICE RELATED TO A MATERIAL VIOLATION OF ANY
APPLICABLE LAW AND OF THE COMMENCEMENT OF ANY PROCEEDINGS OR INVESTIGATIONS
WHICH RELATE TO COMPLIANCE WITH APPLICABLE LAW.
(C)
NOTHING CONTAINED HEREIN SHALL BE DEEMED TO REQUIRE BORROWER
TO PAY, OR CAUSE TO BE PAID, ANY IMPOSITION OR OTHER CHARGES, OR TO SATISFY ANY
LIEN, OR TO COMPLY WITH ANY