DESCRIBE THE COLLATERAL IN THE SAME
MANNER AS DESCRIBED IN THIS AGREEMENT OR MAY CONTAIN AN INDICATION OR
DESCRIPTION OF COLLATERAL THAT DESCRIBES SUCH PROPERTY IN ANY OTHER MANNER
LENDER SO CHOOSES, INCLUDING, WITHOUT LIMITATION, DESCRIBING SUCH PROPERTY AS
"ALL ASSETS, WHETHER NOW OWNED OR HEREAFTER ACQUIRED" OR "ALL PERSONAL PROPERTY,
WHETHER NOW OWNED OR HEREAFTER ACQUIRED".
SECTION 2.02.
REPRESENTATIONS OF BORROWER.
BORROWER REPRESENTS AND WARRANTS TO
LENDER:
(A)
ORGANIZATION AND AUTHORITY.
BORROWER (I) IS A LIMITED LIABILITY
COMPANY, GENERAL PARTNERSHIP, LIMITED PARTNERSHIP OR CORPORATION, AS THE CASE
MAY BE, DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF
THE JURISDICTION OF ITS FORMATION, (II) HAS ALL REQUISITE POWER AND AUTHORITY
AND ALL NECESSARY LICENSES AND PERMITS TO ENTER INTO THE TRANSACTIONS
CONTEMPLATED BY THE NOTE AND THIS AGREEMENT AND TO CARRY ON ITS BUSINESS AS NOW
CONDUCTED AND AS PRESENTLY PROPOSED TO BE CONDUCTED AND (III) IS DULY QUALIFIED,
AUTHORIZED TO DO BUSINESS AND IN GOOD STANDING IN EACH JURISDICTION WHERE THE
CONDUCT OF ITS BUSINESS OR THE NATURE OF ITS ACTIVITIES MAKES SUCH QUALIFICATION
NECESSARY.
IF BORROWER IS A LIMITED LIABILITY COMPANY, LIMITED PARTNERSHIP OR
GENERAL PARTNERSHIP, EACH GENERAL PARTNER OR MANAGING MEMBER, AS APPLICABLE, OF
BORROWER WHICH IS A CORPORATION IS DULY ORGANIZED, VALIDLY EXISTING, AND IN GOOD
STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS INCORPORATION.
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(B)
POWER.
BORROWER AND, IF APPLICABLE, EACH GENERAL PARTNER HAS FULL
POWER AND AUTHORITY TO EXECUTE, DELIVER AND PERFORM, AS APPLICABLE, THE LOAN
DOCUMENTS TO WHICH IT IS A PARTY, TO RECEIVE THE BORROWINGS THEREUNDER, TO
EXECUTE AND DELIVER THE NOTE AND TO GRANT TO LENDER A FIRST PRIORITY, PERFECTED
AND CONTINUING LIEN ON AND SECURITY INTEREST IN THE COLLATERAL.
(C)
AUTHORIZATION OF BORROWING.
THE EXECUTION, DELIVERY AND
PERFORMANCE OF THE LOAN DOCUMENTS TO WHICH BORROWER IS A PARTY, THE MAKING OF
THE BORROWINGS THEREUNDER, THE EXECUTION AND DELIVERY OF THE NOTE, THE GRANT OF
THE LIEN AND SECURITY INTEREST ON AND IN THE COLLATERAL PURSUANT TO THE LOAN
DOCUMENTS TO WHICH BORROWER IS A PARTY AND THE CONSUMMATION OF THE LOAN ARE
WITHIN THE POWERS OF BORROWER AND HAVE BEEN DULY AUTHORIZED BY BORROWER AND, IF
APPLICABLE, THE GENERAL PARTNERS, BY ALL REQUISITE ACTION (AND BORROWER HEREBY
REPRESENTS THAT NO APPROVAL OR ACTION OF ANY MEMBER, LIMITED PARTNER OR
SHAREHOLDER, AS APPLICABLE, OF BORROWER, WHICH HAS NOT BEEN RECEIVED OR TAKEN,
IS REQUIRED TO AUTHORIZE ANY OF THE LOAN DOCUMENTS TO WHICH BORROWER IS A PARTY)
AND WILL CONSTITUTE THE LEGAL, VALID AND BINDING OBLIGATION OF BORROWER,
ENFORCEABLE AGAINST BORROWER IN ACCORDANCE WITH THEIR TERMS, EXCEPT AS
ENFORCEMENT MAY BE STAYED OR LIMITED BY BANKRUPTCY, INSOLVENCY OR SIMILAR LAWS
AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY AND BY GENERAL
PRINCIPLES OF EQUITY (WHETHER CONSIDERED IN PROCEEDINGS AT LAW OR IN EQUITY) AND
WILL NOT (I) VIOLATE ANY PROVISION OF ITS ORGANIZATIONAL DOCUMENTS, OR, TO ITS
KNOWLEDGE, ANY LAW, JUDGMENT, ORDER, RULE OR REGULATION OF ANY COURT,
ARBITRATION PANEL OR OTHER GOVERNMENTAL AUTHORITY, DOMESTIC