OR FORMS TO REFLECT
LENDER'S SECURITY INTEREST THEREIN) TO LENDER, ALL ITEMS FOR WHICH LENDER MUST
OR MAY RECEIVE POSSESSION TO OBTAIN A PERFECTED SECURITY INTEREST.
(B)
LENDER IS HEREBY AUTHORIZED TO FILE FINANCING
STATEMENTS NAMING ANY BORROWER AS DEBTOR, IN ACCORDANCE WITH THE UNIFORM
COMMERCIAL CODE, AND IF NECESSARY, TO THE EXTENT APPLICABLE, TO OTHERWISE FILE
FINANCING STATEMENTS WITHOUT ANY BORROWER'S SIGNATURE IF PERMITTED BY LAW.
EACH
BORROWER HEREBY AUTHORIZES LENDER TO FILE ALL FINANCING STATEMENTS AND
AMENDMENTS TO FINANCING STATEMENTS DESCRIBING THE COLLATERAL IN ANY FILING
OFFICE AS LENDER, IN ITS REASONABLE DISCRETION MAY DETERMINE, INCLUDING
FINANCING STATEMENTS DESCRIBING THE COLLATERAL AND CONTAINING LANGUAGE
INDICATING THAT THE ACQUISITION BY A THIRD PARTY OF ANY RIGHT, TITLE OR INTEREST
IN OR TO THE COLLATERAL WITHOUT LENDER'S CONSENT SHALL BE A VIOLATION OF
LENDER'S RIGHTS.
BORROWERS AGREE TO COMPLY WITH THE REQUIREMENTS OF ALL FEDERAL
AND STATE LAWS AND REQUESTS OF LENDER IN ORDER FOR LENDER TO HAVE AND MAINTAIN A
VALID AND PERFECTED FIRST PRIORITY SECURITY INTEREST IN THE COLLATERAL
INCLUDING, WITHOUT LIMITATION, EXECUTING AND CAUSING ANY OTHER PERSON TO EXECUTE
SUCH DOCUMENTS AS LENDER MAY REQUIRE TO OBTAIN CONTROL (AS DEFINED IN THE UCC)
OVER ALL DEPOSIT ACCOUNTS, ELECTRONIC CHATTEL PAPER, LETTER-OF-CREDIT RIGHTS AND
INVESTMENT PROPERTY (EACH AS DEFINED IN THE UCC) CONSTITUTING, IN EACH CASE,
COLLATERAL.
3.05
SEARCHES.
LENDER SHALL, PRIOR TO OR AT CLOSING,
AND THEREAFTER AS LENDER MAY REASONABLY DETERMINE FROM TIME TO TIME, AT
BORROWERS' EXPENSE, OBTAIN THE FOLLOWING SEARCHES (THE RESULTS OF WHICH ARE TO
BE CONSISTENT WITH THE WARRANTIES MADE BY BORROWERS IN THIS AGREEMENT):
(A)
UCC SEARCHES.
WITH RESPECT TO EACH
BORROWER, UCC SEARCHES WITH THE SECRETARY OF STATE AND LOCAL FILING OFFICE OF
EACH STATE WHERE SUCH BORROWER MAINTAINS ITS CHIEF EXECUTIVE OFFICE, ITS
JURISDICTION OF ORGANIZATION AND/OR A PLACE OF BUSINESS OR ASSETS;
8
(B)
JUDGMENTS, ETC.
JUDGMENT, FEDERAL TAX LIEN
AND CORPORATE TAX LIEN SEARCHES AGAINST EACH BORROWER, IN ALL APPLICABLE FILING
OFFICES OF EACH STATE SEARCHED UNDER SECTION 3.04(A) HEREOF.
3.06
GOOD STANDING CERTIFICATES.
BORROWERS SHALL,
PRIOR TO OR AT CLOSING AND AT ITS EXPENSE, OBTAIN AND DELIVER TO LENDER GOOD
STANDING OR EQUIVALENT CERTIFICATES SHOWING EACH BORROWER TO BE IN GOOD STANDING
IN ITS STATE OF INCORPORATION OR ORGANIZATION AND AUTHORIZED TO TRANSACT
BUSINESS AS A FOREIGN CORPORATION OR ENTITY IN EACH OTHER STATE OR FOREIGN
COUNTRY IN WHICH IT IS DOING AND PRESENTLY INTENDS TO DO BUSINESS FOR WHICH SUCH
BORROWER'S FAILURE TO BE SO QUALIFIED COULD REASONABLY BE EXPECTED TO CAUSE A
MATERIAL ADVERSE EFFECT.
3.07
FILING SECURITY AGREEMENT.
A CARBON, PHOTOGRAPHIC
OR OTHER REPRODUCTION OR OTHER COPY OF THIS AGREEMENT OR OF A FINANCING
STATEMENT IS SUFFICIENT AS AND MAY BE FILED IN LIEU OF A FINANCING STATEMENT.
3.08
POWER OF ATTORNEY.
EACH OF THE OFFICERS OF LENDER
IS HEREBY IRREVOCABLY MADE, CONSTITUTED AND APPOINTED THE TRUE AND LAWFUL
ATTORNEY FOR EACH BORROWER (WITHOUT REQUIRING ANY OF THEM TO ACT AS SUCH) WITH
FULL POWER OF SUBSTITUTION TO DO THE FOLLOWING (SUCH