EFFECT ON BORROWER'S
BUSINESS.
IN CONNECTION WITH THIS AGREEMENT, BORROWER HAS DELIVERED TO BANK A
COMPLETED CERTIFICATE SIGNED BY BORROWER, ENTITLED "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) AS OF THE CLOSING DATE, ALL OTHER INFORMATION SET FORTH ON
THE PERFECTION CERTIFICATE PERTAINING TO BORROWER AND EACH OF BORROWER'S
SUBSIDIARIES IS ACCURATE AND COMPLETE IN ALL MATERIAL RESPECTS; PROVIDED,
HOWEVER, IT IS UNDERSTOOD AND AGREED THAT BORROWER MAY FROM TIME TO TIME UPDATE
THE INFORMATION DESCRIBED IN CLAUSES (A) THROUGH (E) ABOVE AFTER THE EFFECTIVE
DATE TO THE EXTENT OTHERWISE PERMITTED BY THIS AGREEMENT, AND, AS A RESULT, THE
INFORMATION IN THE PERFECTION CERTIFICATE SHALL BE DEEMED MODIFIED BY ANY SUCH
UPDATES.
FURTHER, BORROWER HEREBY AGREES TO UPDATE THE INFORMATION SET FORTH IN
THE PERFECTION CERTIFICATE ON AN ANNUAL BASIS, IF THE BANK SO REQUESTS, PROVIDED
THAT BORROWER SHALL NOT BE REQUIRED TO PROVIDE A LEVEL OF DETAIL IN CONNECTION
THEREWITH GREATER THAN THAT PROVIDED BY BORROWER IN CONNECTION WITH THE DELIVERY
OF THE ORIGINAL PERFECTION CERTIFICATE, UNLESS BANK, IN ITS REASONABLE, GOOD
FAITH BUSINESS JUDGMENT, DETERMINES THAT CERTAIN SPECIFIC INFORMATION IS
NECESSARY IN ORDER TO FURTHER EFFECTUATE THE PURPOSES OF THIS AGREEMENT.
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 Requirement of Law,
(iii) contravene, conflict or violate any applicable order, writ, judgment,
injunction, decree, determination or award of any Governmental Authority by
which (A) Borrower or any Guarantor or any of their material property or
material assets may be bound or affected, or (B) Subsidiaries of Borrower other
than any Guarantor, or any of their property or assets may be bound or affected
in a manner that would reasonably be expected to result in a material adverse
effect on Borrower's business, (iv) require any action by, filing, registration,
or qualification with, or Governmental Approval from, any Governmental Authority
(except such Governmental Approvals which have already been obtained and are in
full force and effect) or (v) constitute an event of default under any material
agreement by which Borrower is bound.
Borrower is not in default under any