from Bank, Borrower shall not enter into, or
become bound by, any such license or agreement that is reasonably likely to have
a material impact on Borrower's business or financial condition.
Borrower shall
take such steps as Bank reasonably requests to obtain the consent of, or waiver
by, any person whose consent or waiver is necessary for all such licenses or
contract rights 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.
Borrower agrees that any disposition of the Collateral in violation of this
Agreement, by either the Borrower or any other Person, shall be deemed to
violate the rights of the Bank under the Code, provided, however, Borrower may
dispose of certain Collateral in accordance with Section 7.1. If the Agreement
is terminated, Bank's lien and security interest in the Collateral shall
continue until Borrower fully satisfies its Obligations.
If Borrower shall at
any time, acquire a commercial tort claim that may result in proceeds to
Borrower, Borrower shall (unless prohibited by law)
promptly notify Bank in a
writing signed by Borrower of the brief details thereof and grant to Bank in
such writing a security interest therein and in the proceeds thereof, all upon
the terms of this Agreement, with such writing to be in form and substance
satisfactory to Bank.
5.
­REPRESENTATIONS AND WARRANTIES
Borrower represents and warrants 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,
4
THE BORROWER DELIVERED TO THE BANK A CERTIFICATE SIGNED BY THE BORROWER AND
ENTITLED "PERFECTION CERTIFICATE".
THE BORROWER REPRESENTS AND WARRANTS TO THE
BANK THAT AS OF THE DATE OF THIS AGREEMENT: (A) THE BORROWER'S EXACT LEGAL NAME
IS THAT INDICATED ON THE PERFECTION CERTIFICATE AND ON THE SIGNATURE PAGE
HEREOF; AND (B) THE 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 THE BORROWER'S ORGANIZATIONAL
IDENTIFICATION NUMBER OR ACCURATELY STATES THAT THE BORROWER HAS NONE; AND (D)
THE PERFECTION CERTIFICATE ACCURATELY SETS FORTH THE BORROWER'S PLACE OF
BUSINESS, OR, IF MORE THAN ONE, ITS CHIEF EXECUTIVE OFFICE AS WELL AS THE
BORROWER'S MAILING ADDRESS IF DIFFERENT, AND (E) ALL OTHER INFORMATION SET FORTH
ON THE PERFECTION CERTIFICATE PERTAINING TO THE BORROWER IS ACCURATE AND
COMPLETE.
IF THE BORROWER DOES NOT NOW HAVE AN ORGANIZATIONAL IDENTIFICATION
NUMBER, BUT LATER OBTAINS IT, BORROWER SHALL FORTHWITH NOTIFY THE BANK OR