WHERE THE
FAILURE TO DO SO COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
CHANGE.
IN CONNECTION WITH THIS AGREEMENT, BORROWER HAS DELIVERED TO BANK A
COMPLETED CERTIFICATE SIGNED BY BORROWER ENTITLED "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;
(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) 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.
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.
The execution, delivery and performance of the Loan Documents have been duly
authorized, and do not conflict with Borrower's organizational documents, nor
constitute an event of default under any material agreement by which Borrower is
bound.
Borrower is not in default under any agreement to which it is a party or
by which it is bound in which the default could reasonably be expected to cause
a Material Adverse Change.
5.2
COLLATERAL.
BORROWER HAS GOOD TITLE TO THE COLLATERAL, FREE OF
LIENS EXCEPT PERMITTED LIENS.
BORROWER HAS NO DEPOSIT ACCOUNT OTHER THAN THE
DEPOSIT ACCOUNTS WITH BANK AND DEPOSIT ACCOUNTS DESCRIBED IN THE PERFECTION
CERTIFICATE DELIVERED TO BANK IN CONNECTION HEREWITH.
THE COLLATERAL IS NOT IN THE POSSESSION OF ANY THIRD PARTY BAILEE (SUCH AS A
WAREHOUSE).
EXCEPT AS HEREAFTER DISCLOSED TO BANK IN WRITING BY BORROWER, NONE
OF THE COMPONENTS OF THE COLLATERAL SHALL BE MAINTAINED AT LOCATIONS OTHER THAN
AS PROVIDED IN THE PERFECTION CERTIFICATE.
IN THE EVENT THAT BORROWER, AFTER
THE DATE HEREOF, INTENDS TO STORE OR OTHERWISE DELIVER ANY PORTION OF THE
COLLATERAL TO A BAILEE, THEN BORROWER WILL FIRST RECEIVE THE WRITTEN CONSENT OF
BANK AND SUCH BAILEE MUST ACKNOWLEDGE IN WRITING THAT THE BAILEE IS HOLDING SUCH
COLLATERAL FOR THE BENEFIT OF BANK.
ALL INVENTORY IS IN ALL MATERIAL RESPECTS OF GOOD AND MARKETABLE QUALITY, FREE
FROM MATERIAL DEFECTS.
BORROWER IS THE SOLE OWNER OF ITS INTELLECTUAL PROPERTY, EXCEPT FOR
NON-EXCLUSIVE LICENSES GRANTED TO ITS CUSTOMERS IN THE ORDINARY COURSE OF
BUSINESS.
EACH PATENT IS VALID AND ENFORCEABLE AND NO PART OF THE INTELLECTUAL
PROPERTY HAS BEEN JUDGED INVALID OR UNENFORCEABLE, IN WHOLE OR IN PART, AND TO
THE BEST OF BORROWER'S KNOWLEDGE, NO CLAIM HAS BEEN MADE THAT