JURISDICTION, SET FORTH IN THE
PERFECTION CERTIFICATE; AND (C) THE PERFECTION CERTIFICATE ACCURATELY SETS FORTH
BORROWER'S ORGANIZATIONAL IDENTIFICATION NUMBER OR ACCURATELY STATES THAT
BORROWER HAS NONE; AND (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, AND (E) ALL OTHER
INFORMATION SET FORTH ON THE PERFECTION CERTIFICATE PERTAINING TO BORROWER IS
ACCURATE AND COMPLETE.
IF BORROWER DOES NOT NOW HAVE AN ORGANIZATIONAL
IDENTIFICATION NUMBER, BUT LATER OBTAINS ONE, BORROWER SHALL FORTHWITH NOTIFY
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
Adverse Change.
5.2
COLLATERAL.
BORROWER HAS GOOD TITLE TO THE COLLATERAL, FREE OF
LIENS EXCEPT PERMITTED LIENS.
ALL INVENTORY IS IN ALL MATERIAL RESPECTS OF GOOD
AND MARKETABLE QUALITY, FREE FROM MATERIAL DEFECTS.
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.
5.3
FINANCED RECEIVABLES.
BORROWER REPRESENTS AND WARRANTS FOR EACH
FINANCED RECEIVABLE:
(A)
EACH FINANCED RECEIVABLE IS AN ELIGIBLE ACCOUNT;
(B)
BORROWER IS THE OWNER WITH LEGAL RIGHT TO SELL, TRANSFER, ASSIGN
AND ENCUMBER SUCH FINANCED RECEIVABLE;
(C)
THE CORRECT AMOUNT IS ON THE INVOICE TRANSMITTAL AND IS NOT
DISPUTED;
(D)
PAYMENT IS NOT CONTINGENT ON ANY OBLIGATION OR CONTRACT AND
BORROWER HAS FULFILLED ALL ITS OBLIGATIONS AS OF THE INVOICE TRANSMITTAL DATE;
6
(E)
EACH FINANCED RECEIVABLE IS BASED ON AN ACTUAL SALE AND DELIVERY
OF GOODS AND/OR SERVICES RENDERED, IS DUE TO BORROWER, IS NOT PAST DUE OR IN
DEFAULT, HAS NOT BEEN PREVIOUSLY SOLD, ASSIGNED, TRANSFERRED, OR PLEDGED AND IS
FREE OF ANY LIENS, SECURITY INTERESTS AND ENCUMBRANCES OTHER THAN PERMITTED
LIENS;
(F)
THERE ARE NO DEFENSES, OFFSETS, COUNTERCLAIMS OR AGREEMENTS FOR
WHICH THE ACCOUNT DEBTOR MAY CLAIM ANY DEDUCTION OR DISCOUNT;
(G)
BORROWER REASONABLY BELIEVES NO ACCOUNT DEBTOR IS INSOLVENT OR
SUBJECT TO ANY INSOLVENCY PROCEEDINGS;
(H)
BORROWER HAS NOT FILED OR HAD FILED AGAINST IT INSOLVENCY
PROCEEDINGS AND DOES NOT ANTICIPATE ANY FILING;
(I)
BANK HAS THE