THE
EFFECTIVE DATE, OR (III) THE CREDIT FACILITY HEREUNDER IS TERMINATED BY BORROWER
SOLELY AS A RESULT OF BANK'S DETERMINATION TO NO LONGER OFFER LIBOR ADVANCES
PURSUANT TO THE PROVISIONS OF SECTIONS 3.6(B) OR 3.7(D).
UPON PAYMENT IN FULL
OF THE OBLIGATIONS AND AT SUCH TIME AS BANK'S OBLIGATION TO MAKE CREDIT
EXTENSIONS HAS TERMINATED, BANK SHALL RELEASE ITS LIENS AND SECURITY INTERESTS
IN THE COLLATERAL AND ALL RIGHTS THEREIN SHALL REVERT TO BORROWER AND EACH
GUARANTOR, AS APPLICABLE.
4.2
AUTHORIZATION TO FILE FINANCING STATEMENTS.
BORROWER HEREBY
AUTHORIZES BANK TO FILE FINANCING STATEMENTS, WITHOUT NOTICE TO BORROWER, WITH
ALL APPROPRIATE JURISDICTIONS TO PERFECT OR PROTECT BANK'S INTEREST OR RIGHTS
HEREUNDER, INCLUDING A NOTICE THAT ANY DISPOSITION OF THE COLLATERAL, BY EITHER
BORROWER OR ANY OTHER PERSON, SHALL BE DEEMED BY BANK TO VIOLATE THE RIGHTS OF
BANK UNDER THE CODE.
WITHOUT LIMITING THE FOREGOING, BORROWER HEREBY AUTHORIZES
BANK TO FILE FINANCING STATEMENTS WHICH DESCRIBE THE COLLATERAL AS "ALL ASSETS"
AND/OR "ALL PERSONAL PROPERTY" OF BORROWER OR WORDS OF SIMILAR IMPORT.
5
REPRESENTATIONS AND WARRANTIES
Borrower represents and warrants as follows:
5.1
DUE ORGANIZATION AND AUTHORIZATION.
BORROWER AND EACH OF ITS
SUBSIDIARIES ARE DULY EXISTING AND IN GOOD STANDING AS REGISTERED ORGANIZATIONS
IN THEIR RESPECTIVE JURISDICTIONS OF FORMATION AND ARE QUALIFIED AND LICENSED TO
DO BUSINESS AND ARE IN GOOD STANDING IN ANY JURISDICTION IN WHICH THE CONDUCT OF
THEIR BUSINESS OR THEIR OWNERSHIP OF PROPERTY REQUIRES THAT THEY BE QUALIFIED
EXCEPT WHERE THE FAILURE TO DO SO COULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT ON BORROWER'S BUSINESS.
IN CONNECTION WITH THIS
AGREEMENT, BORROWER AND EACH GUARANTOR HAVE DELIVERED TO BANK A COMPLETED
CERTIFICATE SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT C SIGNED BY
BORROWER AND EACH GUARANTOR, AS APPLICABLE, ENTITLED "PERFECTION CERTIFICATE".
BORROWER REPRESENTS AND WARRANTS TO BANK THAT (A) BORROWER'S AND EACH
GUARANTOR'S EXACT LEGAL NAME IS THAT INDICATED ON THE APPLICABLE PERFECTION
CERTIFICATE AND, IN THE CASE OF THE BORROWER, ON THE SIGNATURE PAGE HEREOF;
(B) BORROWER AND EACH GUARANTOR IS AN ORGANIZATION OF THE TYPE AND IS ORGANIZED
IN THE JURISDICTION SET FORTH IN THE APPLICABLE PERFECTION CERTIFICATE; (C) EACH
APPLICABLE PERFECTION CERTIFICATE ACCURATELY SETS FORTH BORROWER'S AND EACH
GUARANTOR'S ORGANIZATIONAL IDENTIFICATION NUMBER OR ACCURATELY STATES THAT
BORROWER OR SUCH GUARANTOR HAS NONE; (D) EACH APPLICABLE PERFECTION CERTIFICATE
ACCURATELY SETS FORTH BORROWER'S AND EACH GUARANTOR'S PLACE OF BUSINESS, OR, IF
MORE THAN ONE, EACH CHIEF EXECUTIVE OFFICE AS WELL AS BORROWER'S AND EACH
GUARANTOR'S MAILING ADDRESS (IF DIFFERENT THAN ITS CHIEF EXECUTIVE OFFICE);
(E) BORROWER, EACH GUARANTOR (AND EACH OF THEIR PREDECESSORS) HAS NOT, IN THE
PAST FIVE (5) YEARS, CHANGED ITS JURISDICTION OF FORMATION, ORGANIZATIONAL
STRUCTURE OR TYPE, OR ANY ORGANIZATIONAL NUMBER ASSIGNED BY ITS JURISDICTION;
AND (F) ALL OTHER INFORMATION SET FORTH ON EACH PERFECTION CERTIFICATE
PERTAINING TO BORROWER AND EACH GUARANTOR IS ACCURATE AND COMPLETE.
IF BORROWER
OR ANY GUARANTOR IS NOT NOW A REGISTERED ORGANIZATION BUT LATER BECOMES ONE,
BORROWER OR SUCH GUARANTOR, AS THE CASE MAY BE,