QUALIFIED AS A FOREIGN CORPORATION AND
IN GOOD STANDING IN ALL STATES OR OTHER JURISDICTIONS WHERE THE NATURE AND
EXTENT OF THE BUSINESS TRANSACTED BY IT OR THE OWNERSHIP OF ASSETS MAKES SUCH
QUALIFICATION NECESSARY, EXCEPT FOR THOSE JURISDICTIONS IN WHICH THE FAILURE TO
SO QUALIFY WOULD NOT HAVE A MATERIAL ADVERSE EFFECT ON SUCH BORROWER'S OR
GUARANTOR'S FINANCIAL CONDITION, RESULTS OF OPERATION OR BUSINESS OR THE RIGHTS
OF AGENT IN OR TO ANY OF THE COLLATERAL.
THE EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT, THE OTHER FINANCING AGREEMENTS AND THE
TRANSACTIONS CONTEMPLATED HEREUNDER AND THEREUNDER (A) ARE ALL WITHIN EACH
BORROWER'S AND GUARANTOR'S CORPORATE POWERS, (B) HAVE BEEN DULY AUTHORIZED,
(C) ARE NOT IN CONTRAVENTION OF LAW OR THE TERMS OF ANY BORROWER'S OR
GUARANTOR'S CERTIFICATE OF INCORPORATION, BY LAWS, OR OTHER ORGANIZATIONAL
DOCUMENTATION, OR ANY INDENTURE, AGREEMENT OR UNDERTAKING TO WHICH ANY BORROWER
OR GUARANTOR IS A PARTY OR BY WHICH ANY BORROWER OR GUARANTOR OR ITS PROPERTY
ARE BOUND AND (D) WILL NOT RESULT IN THE CREATION OR IMPOSITION OF, OR REQUIRE
OR GIVE RISE TO ANY OBLIGATION TO GRANT, ANY LIEN, SECURITY INTEREST, CHARGE OR
OTHER ENCUMBRANCE UPON ANY PROPERTY OF ANY BORROWER OR GUARANTOR.
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.
8.2
NAME; STATE OF ORGANIZATION; CHIEF EXECUTIVE OFFICE; COLLATERAL LOCATIONS.
(A)
THE EXACT LEGAL NAME 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 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.
70
(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, 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 ARE NOT OWNED