NO PROCEEDS OF ANY LOAN MADE HEREUNDER WILL BE USED TO
FUND ANY OPERATIONS IN, FINANCE ANY INVESTMENTS OR ACTIVITIES IN, OR MAKE ANY
PAYMENTS TO, A SANCTIONED PERSON OR A SANCTIONED ENTITY.
8.32
PATRIOT ACT.
TO THE EXTENT APPLICABLE, EACH BORROWER AND
GUARANTOR IS IN COMPLIANCE, IN ALL MATERIAL RESPECTS, WITH THE (A) TRADING WITH
THE ENEMY ACT, AS AMENDED, AND EACH OF THE FOREIGN ASSETS CONTROL REGULATIONS OF
THE UNITED STATES TREASURY DEPARTMENT (31 CFR, SUBTITLE B, CHAPTER V, AS
AMENDED) AND ANY OTHER ENABLING LEGISLATION OR EXECUTIVE ORDER RELATING THERETO,
AND (B) UNITING AND STRENGTHENING AMERICA BY PROVIDING APPROPRIATE TOOLS
REQUIRED TO INTERCEPT AND OBSTRUCT TERRORISM (USA PATRIOT ACT OF 2001) (THE
"PATRIOT ACT").
8.33
ACCURACY AND COMPLETENESS OF INFORMATION.
ALL INFORMATION
FURNISHED BY OR ON BEHALF OF ANY BORROWER OR GUARANTOR IN WRITING TO
ADMINISTRATIVE 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; PROVIDED, THAT, WITH RESPECT TO PROJECTED
FINANCIAL INFORMATION, BORROWERS AND GUARANTORS REPRESENT ONLY THAT SUCH
INFORMATION IS PREPARED IN GOOD FAITH BASED UPON ASSUMPTIONS BELIEVED TO BE
REASONABLE IN LIGHT OF THE CONDITIONS EXISTING AT THE TIME OF DELIVERY.
8.34
SURVIVAL OF WARRANTIES; CUMULATIVE.
ALL REPRESENTATIONS AND
WARRANTIES CONTAINED IN THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS
SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND SHALL BE DEEMED
TO HAVE BEEN MADE AGAIN TO ADMINISTRATIVE AGENT AND LENDERS ON THE DATE OF EACH
ADDITIONAL BORROWING OR OTHER CREDIT ACCOMMODATION HEREUNDER (EXCEPT TO THE
EXTENT THAT SUCH REPRESENTATIONS AND WARRANTIES EXPRESSLY RELATE TO AN EARLIER
DATE) AND SHALL BE CONCLUSIVELY PRESUMED TO HAVE BEEN RELIED ON BY
ADMINISTRATIVE AGENT AND LENDERS REGARDLESS OF ANY INVESTIGATION MADE OR
INFORMATION POSSESSED BY ADMINISTRATIVE 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 OR
GUARANTOR SHALL NOW OR HEREAFTER GIVE, OR CAUSE TO BE GIVEN, TO ADMINISTRATIVE
AGENT OR ANY LENDER.
SECTION 9.
AFFIRMATIVE AND NEGATIVE COVENANTS
9.1
MAINTENANCE OF EXISTENCE.
(A)
EACH BORROWER AND GUARANTOR SHALL AT ALL TIMES (I) PRESERVE, RENEW AND
KEEP IN FULL FORCE AND EFFECT ITS CORPORATE OR LIMITED LIABILITY COMPANY
EXISTENCE AND RIGHTS AND FRANCHISES WITH RESPECT THERETO AND (II) MAINTAIN IN
FULL FORCE AND EFFECT ALL LICENSES, TRADEMARKS, TRADENAMES, APPROVALS,
AUTHORIZATIONS, LEASES, CONTRACTS AND PERMITS NECESSARY TO CARRY ON THE BUSINESS
AS PRESENTLY CONDUCTED OR AS CONDUCTED AFTER THE EFFECTIVE DATE, EXCEPT AS TO
ANY BORROWER OR GUARANTOR OTHER THAN PARENT AS PERMITTED IN SECTION 9.7 HERETO
AND EXCEPT, AS TO CLAUSE (II) ONLY, WHERE THE FAILURE TO DO SO, INDIVIDUALLY OR
IN THE AGGREGATE, HAS OR COULD REASONABLY BE EXPECTED