RISE TO ANY OBLIGATION TO GRANT,
ANY LIEN, SECURITY INTEREST, CHARGE OR OTHER ENCUMBRANCE UPON ANY PROPERTY OF
ANY BORROWER OR GUARANTOR, EXCEPT IN FAVOR OF ADMINISTRATIVE AGENT.
THIS
AGREEMENT AND THE OTHER FINANCING AGREEMENTS TO WHICH ANY BORROWER OR GUARANTOR
IS A PARTY CONSTITUTE LEGAL, VALID AND BINDING OBLIGATIONS OF SUCH BORROWER AND
GUARANTOR ENFORCEABLE IN ACCORDANCE WITH THEIR RESPECTIVE TERMS, EXCEPT AS
ENFORCEABILITY IS LIMITED BY BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM
OR OTHER LAWS RELATING TO OR AFFECTING GENERALLY THE ENFORCEMENT OF CREDITORS'
RIGHTS AND EXCEPT TO THE EXTENT THAT AVAILABILITY OF THE REMEDY OF SPECIFIC
PERFORMANCE OR INJUNCTIVE RELIEF IS SUBJECT TO THE DISCRETION OF THE COURT
BEFORE WHICH ANY PROCEEDING THEREFOR MAY BE BROUGHT.
8.2
NAME; STATE OF ORGANIZATION; CHIEF EXECUTIVE OFFICE;
COLLATERAL LOCATIONS.
(A)
THE EXACT LEGAL NAME AS OF THE EFFECTIVE DATE OF EACH BORROWER AND
GUARANTOR IS AS SET FORTH ON THE SIGNATURE PAGE OF THIS AGREEMENT AND IN THE
INFORMATION CERTIFICATE.
NO BORROWER OR GUARANTOR HAS, DURING THE FIVE YEARS
PRIOR TO THE DATE OF THIS AGREEMENT, BEEN KNOWN BY OR USED ANY OTHER CORPORATE
OR FICTITIOUS NAME OR BEEN A PARTY TO ANY MERGER OR CONSOLIDATION, OR ACQUIRED
ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF ANY PERSON, OR ACQUIRED ANY OF ITS
PROPERTY OR ASSETS OUT OF THE ORDINARY COURSE OF BUSINESS, EXCEPT AS SET FORTH
IN THE INFORMATION CERTIFICATE.
(B)
EACH BORROWER AND GUARANTOR IS AS OF THE EFFECTIVE DATE AN ORGANIZATION
OF THE TYPE AND ORGANIZED IN THE JURISDICTION SET FORTH IN THE INFORMATION
CERTIFICATE.
THE INFORMATION CERTIFICATE ACCURATELY SETS FORTH THE
ORGANIZATIONAL IDENTIFICATION NUMBER OF EACH BORROWER AND GUARANTOR OR
ACCURATELY STATES THAT SUCH BORROWER OR GUARANTOR HAS NONE AND ACCURATELY SETS
FORTH THE FEDERAL EMPLOYER IDENTIFICATION NUMBER OF EACH BORROWER AND GUARANTOR,
IN EACH CASE, AS OF THE EFFECTIVE DATE.
(C)
THE CHIEF EXECUTIVE OFFICE AND MAILING ADDRESS OF EACH BORROWER AND
GUARANTOR AND EACH BORROWER'S AND GUARANTOR'S RECORDS CONCERNING ACCOUNTS ARE
LOCATED ONLY AT THE ADDRESS IDENTIFIED AS SUCH IN SCHEDULE 8.2 TO THE
INFORMATION CERTIFICATE AND ITS ONLY OTHER PLACES OF BUSINESS AND THE ONLY OTHER
LOCATIONS OF COLLATERAL NOT IN TRANSIT TO THE EXTENT PERMITTED HEREIN, IF ANY,
ARE THE ADDRESSES SET FORTH IN SCHEDULE 8.2 TO THE INFORMATION CERTIFICATE,
SUBJECT TO THE RIGHTS OF ANY BORROWER OR GUARANTOR TO ESTABLISH NEW LOCATIONS IN
ACCORDANCE WITH SECTION 9.2 BELOW.
THE INFORMATION CERTIFICATE CORRECTLY
IDENTIFIES ANY OF SUCH LOCATIONS WHICH AS OF THE EFFECTIVE DATE ARE NOT OWNED BY
A BORROWER OR GUARANTOR AND SETS FORTH THE OWNERS AND/OR OPERATORS THEREOF.
112
8.3
FINANCIAL STATEMENTS; NO MATERIAL ADVERSE CHANGE
.
All financial statements relating to any Borrower or Guarantor which have
been or may hereafter be delivered by any Borrower or Guarantor to
Administrative Agent and Lenders have been prepared in accordance with GAAP
(except as to any interim financial statements, to the extent such statements
are subject to normal year-end adjustments and do not include any notes) and
fairly present in all material