all upon the terms of this Agreement, with such writing to be
in form and substance satisfactory to Bank.
4.2
TERMINATION BY BORROWER.
Borrower may terminate this Agreement by sending written notice to Bank and
paying in full all Obligations.
If this Agreement is terminated, Bank's lien
and security interest in the Collateral shall continue until Borrower fully
satisfies the Obligations. Upon the satisfaction in full of all Obligations and
the termination of the Bank's obligation to make any Credit Extensions
hereunder, this Agreement and the security interest granted herein shall
terminate and all rights to the Collateral shall revert to Borrower.
Upon such
termination Bank will execute
3
and deliver to Borrower any documents or instruments as Borrower shall
reasonably request to evidence such termination.
4.3
AUTHORIZATION TO FILE FINANCING STATEMENTS.
BORROWER HEREBY AUTHORIZES BANK TO FILE UCC FINANCING STATEMENTS, WITHOUT NOTICE
TO BORROWER, WITH ALL APPROPRIATE JURISDICTIONS IN ORDER 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.
5
REPRESENTATIONS AND WARRANTIES
Borrower represents and warrants to Bank as follows:
5.1
DUE ORGANIZATION AND AUTHORIZATION.
BORROWER,
AND EACH SUBSIDIARY, IS DULY EXISTING AND IN GOOD STANDING IN ITS STATE OF
FORMATION AND QUALIFIED AND LICENSED TO DO BUSINESS IN, AND IN GOOD STANDING IN,
ANY STATE IN WHICH THE CONDUCT 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 CAUSE A MATERIAL ADVERSE CHANGE.
IN CONNECTION WITH
THIS AGREEMENT, BORROWER DELIVERED TO BANK A PERFECTION 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; AND (B) BORROWER IS AN
ORGANIZATION OF THE TYPE, AND IS ORGANIZED IN THE JURISDICTION, SET FORTH IN THE
PERFECTION CERTIFICATE; AND (C) THE PERFECTION CERTIFICATE ACCURATELY SETS FORTH
BORROWER'S ORGANIZATIONAL IDENTIFICATION NUMBER OR ACCURATELY STATES THAT
BORROWER HAS NONE; AND (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, AND (E) AS OF THE DATE
HEREOF, ALL OTHER INFORMATION SET FORTH ON THE PERFECTION CERTIFICATE PERTAINING
TO BORROWER IS ACCURATE AND COMPLETE IN ALL MATERIAL RESPECTS.
IF BORROWER DOES
NOT NOW HAVE AN ORGANIZATIONAL IDENTIFICATION NUMBER, BUT LATER OBTAINS ONE,
BORROWER SHALL FORTHWITH NOTIFY BANK OF SUCH ORGANIZATIONAL IDENTIFICATION
NUMBER.
The execution, delivery and performance of the Loan Documents have been duly
authorized, and do not conflict with Borrower's organizational documents, nor
shall they constitute an event of default under any material agreement (as such
may be amended from time to time) by which Borrower is bound.
Borrower is not
in default under any agreement to which or by which it is bound in which