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.
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 RESPECTIVE JURISDICTIONS OF
FORMATION AND EACH IS QUALIFIED AND LICENSED TO DO BUSINESS AND EACH IS IN GOOD
STANDING IN ANY JURISDICTION IN WHICH THE CONDUCT OF EACH OF ITS BUSINESS OR ITS
OWNERSHIP OF PROPERTY REQUIRES THAT IT BE QUALIFIED EXCEPT WHERE THE FAILURE TO
DO SO COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON
BORROWER'S BUSINESS.
IN CONNECTION WITH THIS AGREEMENT, BORROWER HAS DELIVERED
TO BANK COMPLETED CERTIFICATES EACH SIGNED BY BORROWER, EACH ENTITLED
"PERFECTION CERTIFICATE" (THE "PERFECTION CERTIFICATE").
BORROWER REPRESENTS
AND WARRANTS TO BANK THAT, AS OF THE DATE HEREOF: (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) EXCEPT AS SET FORTH IN THE
PERFECTION CERTIFICATE, 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 (IT BEING
UNDERSTOOD AND AGREED THAT BORROWER MAY FROM TIME TO TIME UPDATE CERTAIN
INFORMATION IN THE PERFECTION 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.
6
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 Borrower or any of its