ENDORSE ALL PAYMENTS RECEIVED ON FINANCED RECEIVABLES AND
ALL PROCEEDS OF COLLATERAL;
(J)
NO REPRESENTATION, WARRANTY OR OTHER
STATEMENT OF BORROWER IN ANY CERTIFICATE OR WRITTEN STATEMENT GIVEN TO BANK
CONTAINS ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS TO STATE A MATERIAL
FACT NECESSARY TO MAKE THE STATEMENT CONTAINED IN THE CERTIFICATES OR STATEMENT
NOT MISLEADING. ALL STATEMENTS MADE AND ALL UNPAID BALANCES APPEARING IN ALL
INVOICES, INSTRUMENTS AND OTHER DOCUMENTS EVIDENCING THE FINANCED RECEIVABLE ARE
AND
7
SHALL BE TRUE AND CORRECT AND ALL SUCH INVOICES, INSTRUMENTS AND OTHER
DOCUMENTS, AND ALL OF BORROWER'S BOOKS ARE GENUINE AND IN ALL RESPECTS WHAT THEY
PURPORT TO BE;
(K)
ALL SALES AND OTHER TRANSACTIONS UNDERLYING
OR GIVING RISE TO EACH FINANCED RECEIVABLE SHALL COMPLY IN ALL MATERIAL RESPECTS
WITH ALL APPLICABLE LAWS AND GOVERNMENTAL RULES AND REGULATIONS; AND
(L)
TO THE BEST OF BORROWER'S KNOWLEDGE, ALL
SIGNATURES AND ENDORSEMENTS ON ALL DOCUMENTS, INSTRUMENTS, AND AGREEMENTS
RELATING TO EACH FINANCED RECEIVABLE ARE GENUINE, AND ALL SUCH DOCUMENTS,
INSTRUMENTS AND AGREEMENTS ARE LEGALLY ENFORCEABLE IN ACCORDANCE WITH THEIR
TERMS.
5.4
REPRESENTATIONS REGARDING EXIM INVENTORY
PLACEHOLDER INVOICES.
WITH RESPECT TO EXIM INVENTORY PLACEHOLDER INVOICES,
BORROWER REPRESENTS AND WARRANTS THAT ALL OF BORROWER'S INVENTORY WHICH IS THE
SUBJECT OF ANY EXIM INVENTORY PLACEHOLDER INVOICE IS AND WILL CONTINUE TO BE
ELIGIBLE EXPORT-RELATED INVENTORY.
5.5
USE OF PROCEEDS.
BORROWER WILL USE THE
PROCEEDS OF THE ADVANCES ONLY FOR THE PURPOSES SPECIFIED IN THE BORROWER
AGREEMENT.
BORROWER WILL NOT USE THE PROCEEDS OF THE ADVANCES FOR ANY PURPOSE
PROHIBITED BY THE BORROWER AGREEMENT.
6
AFFIRMATIVE COVENANTS
Borrower shall do all of the following:
6.1
DOMESTIC LOAN DOCUMENTS.
BORROWER SHALL
COMPLY IN ALL RESPECTS WITH THE TERMS AND PROVISIONS OF THE DOMESTIC LOAN
DOCUMENTS, WHICH TERMS AND PROVISIONS ARE INCORPORATED INTO THIS EXIM AGREEMENT
AND SHALL SURVIVE THE TERMINATION OF DOMESTIC AGREEMENT, WHICH SHALL INCLUDE,
WITHOUT LIMITATION, COMPLIANCE WITH THE FINANCIAL REPORTING REQUIREMENTS SET
FORTH IN THE DOMESTIC AGREEMENT AND THE FINANCIAL COVENANTS SET FORTH IN THE
DOMESTIC AGREEMENT.
6.2
BORROWER AGREEMENT.
BORROWER SHALL COMPLY
WITH ALL OF THE TERMS OF THE BORROWER AGREEMENT, INCLUDING WITHOUT LIMITATION,
THE DELIVERY OF ANY AND ALL NOTICES REQUIRED PURSUANT TO SECTIONS 2.18 AND/OR
2.24 OF THE BORROWER AGREEMENT.
IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY
BETWEEN ANY PROVISION CONTAINED IN THE BORROWER AGREEMENT WITH ANY PROVISION
CONTAINED IN THIS EXIM AGREEMENT, THE MORE STRICT PROVISION, WITH RESPECT TO
BORROWER, SHALL CONTROL.
6.3
NOTICE IN EVENT OF FILING OF ACTION FOR
DEBTOR'S RELIEF.
BORROWER SHALL NOTIFY BANK IN WRITING WITHIN FIVE (5) DAYS OF
THE OCCURRENCE OF ANY OF THE FOLLOWING: (1) BORROWER BEGINS OR CONSENTS IN ANY
MANNER TO ANY PROCEEDING OR ARRANGEMENT FOR ITS LIQUIDATION IN WHOLE OR IN PART
OR TO ANY OTHER PROCEEDING OR ARRANGEMENT WHEREBY ANY OF ITS ASSETS ARE SUBJECT
GENERALLY TO THE PAYMENT OF ITS LIABILITIES OR WHEREBY ANY RECEIVER, TRUSTEE,
LIQUIDATOR OR THE LIKE IS APPOINTED FOR IT OR ANY SUBSTANTIAL PART OF ITS ASSETS
(INCLUDING WITHOUT LIMITATION THE FILING