PROCEEDS OF INSURANCE) THAT COME INTO AGENT'S
POSSESSION OR CONTROL; AND
B.
DURING AN EVENT OF DEFAULT, (I) NOTIFY ANY ACCOUNT DEBTORS OF
THE ASSIGNMENT OF THEIR ACCOUNTS, DEMAND AND ENFORCE PAYMENT OF ACCOUNTS BY
LEGAL PROCEEDINGS OR OTHERWISE, AND GENERALLY EXERCISE ANY RIGHTS AND REMEDIES
WITH RESPECT TO ACCOUNTS; (II) SETTLE, ADJUST, MODIFY, COMPROMISE, DISCHARGE OR
RELEASE ANY ACCOUNTS OR OTHER COLLATERAL, OR ANY LEGAL PROCEEDINGS BROUGHT TO
COLLECT ACCOUNTS OR COLLATERAL; (III) SELL OR ASSIGN ANY ACCOUNTS AND OTHER
COLLATERAL UPON SUCH TERMS, FOR SUCH AMOUNTS AND AT SUCH TIMES AS AGENT DEEMS
ADVISABLE; (IV) COLLECT, LIQUIDATE AND RECEIVE BALANCES IN DEPOSIT ACCOUNTS OR
INVESTMENT ACCOUNTS, AND TAKE CONTROL, IN ANY MANNER, OF PROCEEDS OF COLLATERAL;
(V) PREPARE, FILE AND SIGN AN OBLIGOR'S NAME TO A PROOF OF CLAIM OR OTHER
DOCUMENT IN A BANKRUPTCY OF AN ACCOUNT DEBTOR, OR TO ANY NOTICE, ASSIGNMENT OR
SATISFACTION OF LIEN OR SIMILAR DOCUMENT; (VI) RECEIVE, OPEN AND DISPOSE OF MAIL
ADDRESSED TO AN OBLIGOR, AND NOTIFY POSTAL AUTHORITIES TO DELIVER ANY SUCH MAIL
TO AN ADDRESS DESIGNATED BY AGENT; (VII) ENDORSE ANY CHATTEL PAPER, DOCUMENT,
INSTRUMENT, BILL OF LADING, OR OTHER DOCUMENT OR AGREEMENT RELATING TO ANY
ACCOUNTS, INVENTORY OR OTHER COLLATERAL; (VIII) USE AN OBLIGOR'S STATIONERY AND
SIGN ITS NAME TO VERIFICATIONS OF ACCOUNTS AND NOTICES TO ACCOUNT DEBTORS;
(IX) USE INFORMATION CONTAINED IN ANY DATA PROCESSING, ELECTRONIC OR INFORMATION
SYSTEMS RELATING TO COLLATERAL; (X) MAKE AND ADJUST CLAIMS UNDER INSURANCE
POLICIES; (XI) TAKE ANY ACTION AS MAY BE NECESSARY OR APPROPRIATE TO OBTAIN
PAYMENT UNDER ANY LETTER OF CREDIT, BANKER'S ACCEPTANCE OR OTHER INSTRUMENT FOR
WHICH AN OBLIGOR IS A BENEFICIARY; AND (XII) TAKE ALL OTHER ACTIONS AS AGENT
DEEMS APPROPRIATE TO FULFILL ANY OBLIGOR'S OBLIGATIONS UNDER THE LOAN DOCUMENTS.
67
SECTION 9.
REPRESENTATIONS AND WARRANTIES
9.1
General Representations and Warranties.
To induce Agent and
Lenders to enter into this Agreement and to make available the Commitments,
Loans and Letters of Credit, each Obligor represents and warrants that:
9.1.1
ORGANIZATION AND QUALIFICATION.
EACH BORROWER AND SUBSIDIARY IS
DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE
JURISDICTION OF ITS ORGANIZATION.
EACH BORROWER AND SUBSIDIARY IS DULY
QUALIFIED, AUTHORIZED TO DO BUSINESS AND IN GOOD STANDING AS A FOREIGN
CORPORATION, COMPANY OR OTHER ENTITY, AS APPLICABLE, IN EACH JURISDICTION WHERE
FAILURE TO BE SO QUALIFIED COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
9.1.2
POWER AND AUTHORITY.
EACH OBLIGOR IS DULY AUTHORIZED TO EXECUTE,
DELIVER AND PERFORM THE LOAN DOCUMENTS TO WHICH IT IS A PARTY.
THE EXECUTION,
DELIVERY AND PERFORMANCE OF THE LOAN DOCUMENTS TO WHICH IT IS A PARTY HAVE BEEN
DULY AUTHORIZED BY ALL NECESSARY ACTION ON THE PART OF EACH OBLIGOR, AND DO NOT
(A) REQUIRE ANY CONSENT OR APPROVAL OF ANY HOLDERS OF EQUITY INTERESTS OF ANY
OBLIGOR, OTHER THAN THOSE ALREADY OBTAINED; (B) CONTRAVENE THE ORGANIC DOCUMENTS
OF ANY OBLIGOR; (C) VIOLATE OR CAUSE A DEFAULT UNDER ANY APPLICABLE LAW OR
MATERIAL CONTRACT; OR (D) RESULT