until Borrower fully satisfies its Obligations. If
Borrower shall at any time, acquire a commercial tort claim in the aggregate
amount of at least $100,000, Borrower shall 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
reasonably satisfactory to Bank.
4
THE BANK COVENANTS THAT SO LONG AS: (I) NO EVENT OF DEFAULT PURSUANT TO
SECTION 8.1 OCCURS AND IS CONTINUING, (II) NO EVENT OF DEFAULT PURSUANT TO
SECTION 8.5 OCCURS AND IS CONTINUING, OR (III) THE BANK HAS NOT ACCELERATED ANY
PORTION OF THE OBLIGATIONS, BANK SHALL NOT, WITHOUT THE CONSENT OF BORROWER,
NOTIFY CUSTOMERS OF BORROWER AS TO ASSIGNMENT OF ACCOUNTS AS COLLATERAL SECURITY
OR DIRECT PAYMENT OF ACCOUNTS TO ANY SPECIFIC LOCKBOX.
4.2
AUTHORIZATION TO FILE FINANCING STATEMENTS.
BORROWER HEREBY AUTHORIZES BANK TO FILE FINANCING STATEMENTS, WITHOUT NOTICE TO
BORROWER, WITH ALL APPROPRIATE JURISDICTIONS IN ORDER TO PERFECT OR PROTECT
BANK'S INTEREST OR RIGHTS HEREUNDER.
5
REPRESENTATIONS AND WARRANTIES
Borrower represents and warrants as follows:
5.1
DUE ORGANIZATION AND AUTHORIZATION.
BORROWER
AND EACH DOMESTIC 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, 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: (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 ONE,
BORROWER SHALL FORTHWITH NOTIFY THE 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
constitute an event of default under any material agreement by which Borrower is
bound.
Borrower is not in default under any agreement to which or by which it
is bound in which the default could reasonably be expected to cause a Material