THE BANK'S RIGHT TO SELL ANY COLLATERAL.
BORROWER SHALL PROVIDE
WRITTEN NOTICE TO BANK WITHIN THIRTY (30) DAYS OF ENTERING OR BECOMING BOUND BY
ANY SUCH LICENSE OR AGREEMENT (OTHER THAN OVER-THE-COUNTER SOFTWARE THAT IS
COMMERCIALLY AVAILABLE TO THE PUBLIC).
BORROWER SHALL TAKE SUCH STEPS AS BANK
REQUESTS TO OBTAIN THE CONSENT OF, OR WAIVER BY, ANY PERSON WHOSE CONSENT OR
WAIVER IS NECESSARY FOR (X) ALL SUCH LICENSES OR AGREEMENTS TO BE DEEMED
"COLLATERAL" AND FOR BANK TO HAVE A SECURITY INTEREST IN IT THAT MIGHT OTHERWISE
BE RESTRICTED OR PROHIBITED BY LAW OR BY THE TERMS OF ANY SUCH LICENSE OR
AGREEMENT, WHETHER NOW EXISTING OR ENTERED INTO IN THE FUTURE, AND (Y) BANK TO
HAVE THE ABILITY IN THE EVENT OF A LIQUIDATION OF ANY COLLATERAL TO DISPOSE OF
SUCH COLLATERAL IN ACCORDANCE WITH BANK'S RIGHTS AND REMEDIES UNDER THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS.
5.3
ACCOUNTS RECEIVABLE; INVENTORY.
(A)
FOR EACH ACCOUNT WITH RESPECT TO WHICH
ADVANCES ARE REQUESTED, ON THE DATE EACH ADVANCE IS REQUESTED AND MADE, SUCH
ACCOUNT SHALL BE AN ELIGIBLE ACCOUNT.
(B)
ALL STATEMENTS MADE AND ALL UNPAID BALANCES
APPEARING IN ALL INVOICES, INSTRUMENTS AND OTHER DOCUMENTS EVIDENCING THE
ELIGIBLE ACCOUNTS ARE AND SHALL BE TRUE AND CORRECT AND ALL SUCH INVOICES,
INSTRUMENTS AND OTHER DOCUMENTS, AND ALL OF BORROWER'S BOOKS ARE GENUINE AND IN
ALL RESPECTS WHAT THEY PURPORT TO BE.
WHETHER OR NOT AN EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING, BANK MAY NOTIFY ANY ACCOUNT DEBTOR OWING BORROWER
MONEY OF BANK'S SECURITY INTEREST IN SUCH FUNDS.
ALL SALES AND OTHER
TRANSACTIONS UNDERLYING OR GIVING RISE TO EACH ELIGIBLE ACCOUNT SHALL COMPLY IN
ALL MATERIAL RESPECTS WITH ALL APPLICABLE LAWS AND GOVERNMENTAL RULES AND
REGULATIONS.
BORROWER HAS NO KNOWLEDGE OF ANY ACTUAL OR IMMINENT INSOLVENCY
PROCEEDING OF ANY ACCOUNT DEBTOR WHOSE ACCOUNTS ARE ELIGIBLE ACCOUNTS IN ANY
TRANSACTION REPORT.
TO THE BEST OF BORROWER'S KNOWLEDGE, ALL SIGNATURES AND
ENDORSEMENTS ON ALL DOCUMENTS, INSTRUMENTS, AND AGREEMENTS RELATING TO ALL
ELIGIBLE ACCOUNTS ARE GENUINE, AND ALL SUCH DOCUMENTS, INSTRUMENTS AND
AGREEMENTS ARE LEGALLY ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS.
(C)
FOR ANY ITEM OF INVENTORY CONSISTING OF
ELIGIBLE INVENTORY IN ANY TRANSACTION REPORT, SUCH INVENTORY (I) CONSISTS EITHER
OF RAW MATERIALS, OR OF FINISHED GOODS, IN GOOD, NEW, AND SALABLE CONDITION,
WHICH IS NOT PERISHABLE, RETURNED, CONSIGNED, OBSOLETE, NOT SELLABLE, DAMAGED,
OR DEFECTIVE, AND IS NOT COMPRISED OF DEMONSTRATIVE OR CUSTOM INVENTORY, WORKS
IN PROGRESS, PACKAGING OR SHIPPING MATERIALS, OR SUPPLIES; (II) MEETS ALL
APPLICABLE GOVERNMENTAL STANDARDS; (III) HAS BEEN MANUFACTURED IN COMPLIANCE
WITH THE FAIR LABOR STANDARDS ACT; (IV) IS NOT SUBJECT TO ANY LIENS, EXCEPT THE
FIRST PRIORITY LIENS GRANTED OR IN FAVOR OF BANK UNDER THIS AGREEMENT OR ANY OF
THE OTHER LOAN DOCUMENTS OR PERMITTED LIENS; AND (V) IS LOCATED AT BORROWER'S
108 CHERRY HILL DRIVE, BEVERLY, MASSACHUSETTS LOCATION OWNED BY BORROWER OR,
PROVIDED THAT BANK HAS RECEIVED LANDLORD'S WAIVERS IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO BANK, AT BORROWER'S 33 CHERRY HILL DRIVE, BEVERLY,
MASSACHUSETTS