and all rights therein shall revert to Borrower.
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 TO VIOLATE THE RIGHTS OF BANK
UNDER THE CODE.
SUCH FINANCING STATEMENTS MAY INDICATE THE COLLATERAL AS "ALL
ASSETS OF THE DEBTOR" OR WORDS OF SIMILAR EFFECT, OR AS BEING OF AN EQUAL OR
LESSER SCOPE, OR WITH GREATER DETAIL, ALL IN BANK'S DISCRETION.
UPON BORROWER'S
REQUEST, BANK WILL PROVIDE BORROWER WITH COPIES OF ALL UCC FINANCING STATEMENTS
FILED BY BANK AGAINST BORROWER.
5
REPRESENTATIONS AND WARRANTIES
Borrower represents and warrants as follows:
5.1
DUE ORGANIZATION, AUTHORIZATION; POWER AND AUTHORITY.
BORROWER AND
EACH OF ITS SUBSIDIARIES ARE DULY EXISTING AND IN GOOD STANDING AS REGISTERED
ORGANIZATIONS IN THEIR JURISDICTION 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 ITS 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 OR ITS SUBSIDIARIES' BUSINESS.
IN
CONNECTION WITH THIS AGREEMENT, BORROWER HAS DELIVERED TO BANK A COMPLETED
CERTIFICATE SIGNED BY BORROWER (THE "PERFECTION CERTIFICATE").
BORROWER
REPRESENTS AND WARRANTS TO BANK THAT (A) BORROWER'S EXACT LEGAL NAME IS THAT
INDICATED ON THE PERFECTION CERTIFICATE AND ON THE SIGNATURE PAGE HEREOF;
(B) BORROWER IS AN ORGANIZATION OF THE TYPE AND IS ORGANIZED IN THE JURISDICTION
SET FORTH IN THE PERFECTION CERTIFICATE; (C) THE PERFECTION CERTIFICATE
ACCURATELY SETS FORTH BORROWER'S ORGANIZATIONAL IDENTIFICATION NUMBER OR
ACCURATELY STATES THAT BORROWER HAS NONE; (D) THE PERFECTION CERTIFICATE
ACCURATELY SETS FORTH BORROWER'S PLACE OF BUSINESS, OR, IF MORE THAN ONE, ITS
CHIEF EXECUTIVE OFFICE AS WELL AS BORROWER'S MAILING ADDRESS (IF DIFFERENT THAN
ITS CHIEF EXECUTIVE OFFICE); (E) BORROWER (AND EACH OF ITS 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 THE PERFECTION
CERTIFICATE PERTAINING TO BORROWER AND EACH OF ITS SUBSIDIARIES IS ACCURATE AND
COMPLETE TAKEN AS A WHOLE (IT BEING UNDERSTOOD AND AGREED THAT BORROWER MAY FROM
TIME TO TIME UPDATE CERTAIN INFORMATION IN THE PERFECTION
10
CERTIFICATE AFTER THE EFFECTIVE DATE TO THE EXTENT PERMITTED BY ONE OR MORE
SPECIFIC PROVISIONS IN THIS AGREEMENT).
IF BORROWER IS NOT NOW A REGISTERED
ORGANIZATION BUT LATER BECOMES ONE, BORROWER SHALL PROMPTLY NOTIFY BANK OF SUCH
OCCURRENCE AND PROVIDE BANK WITH BORROWER'S ORGANIZATIONAL IDENTIFICATION
NUMBER.
THE EXECUTION, DELIVERY AND PERFORMANCE BY BORROWER OF THE LOAN DOCUMENTS TO
WHICH IT IS A PARTY HAVE BEEN DULY AUTHORIZED, AND DO NOT (I) CONFLICT WITH ANY
OF BORROWER'S ORGANIZATIONAL DOCUMENTS, (II) CONTRAVENE, CONFLICT WITH,
CONSTITUTE A DEFAULT UNDER OR VIOLATE ANY MATERIAL