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.
5
REPRESENTATIONS AND WARRANTIES
Borrower represents and warrants as follows:
5.1
DUE ORGANIZATION, AUTHORIZATION; POWER AND AUTHORITY.
EACH
BORROWER IS DULY EXISTING AND IN GOOD STANDING AS A REGISTERED ORGANIZATION IN
ITS JURISDICTION OF FORMATION AND IS QUALIFIED AND LICENSED TO DO BUSINESS AND
IS IN GOOD STANDING IN ANY JURISDICTION IN WHICH THE CONDUCT OF ITS BUSINESS OR
ITS OWNERSHIP OF PROPERTY REQUIRES THAT IT BE QUALIFIED EXCEPT WHERE THE FAILURE
TO DO SO WOULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE CHANGE
IN BORROWER'S BUSINESS.
IN CONNECTION WITH THIS AGREEMENT, EACH BORROWER HAS
DELIVERED TO BANK A COMPLETED CERTIFICATE SIGNED BY SUCH BORROWER, ENTITLED
"PERFECTION CERTIFICATE".
EACH BORROWER REPRESENTS AND WARRANTS TO BANK THAT
(A) SUCH BORROWER'S EXACT LEGAL NAME IS THAT INDICATED ON SUCH RESPECTIVE
PERFECTION CERTIFICATE AND, WITH RESPECT TO EACH BORROWER, ON THE SIGNATURE
PAGE HEREOF; (B) SUCH BORROWER IS AN ORGANIZATION OF THE TYPE AND IS ORGANIZED
IN THE JURISDICTION SET FORTH IN ITS RESPECTIVE PERFECTION CERTIFICATE; (C) EACH
PERFECTION CERTIFICATE ACCURATELY SETS FORTH SUCH BORROWER'S ORGANIZATIONAL
IDENTIFICATION NUMBER OR ACCURATELY STATES THAT SUCH BORROWER HAS NONE; (D) EACH
PERFECTION CERTIFICATE ACCURATELY SETS FORTH SUCH BORROWER'S PLACE OF BUSINESS,
OR, IF MORE THAN ONE, ITS CHIEF EXECUTIVE OFFICE AS WELL AS SUCH BORROWER'S
MAILING ADDRESS (IF DIFFERENT THAN ITS CHIEF EXECUTIVE OFFICE); (E) EACH
BORROWER (AND EACH OF ITS RESPECTIVE 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 EXCEPT AS
CONTEMPLATED IN THE CONSOLIDATION DOCUMENTS; AND (F) ALL OTHER INFORMATION SET
FORTH ON THE PERFECTION CERTIFICATE PERTAINING TO SUCH BORROWER AND EACH OF ITS
RESPECTIVE SUBSIDIARIES IS ACCURATE AND COMPLETE IN ALL MATERIAL RESPECTS (IT
BEING UNDERSTOOD AND AGREED THAT EACH BORROWER MAY FROM TIME TO TIME UPDATE
CERTAIN INFORMATION IN ITS RESPECTIVE PERFECTION CERTIFICATE AFTER THE EFFECTIVE
DATE TO THE EXTENT PERMITTED BY ONE OR MORE SPECIFIC PROVISIONS IN THIS
AGREEMENT).
IF ANY BORROWER IS NOT NOW A REGISTERED ORGANIZATION BUT LATER
BECOMES ONE, SUCH BORROWER SHALL PROMPTLY NOTIFY BANK OF SUCH OCCURRENCE AND
PROVIDE BANK WITH SUCH 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