TO INSPECT.
LENDER (THROUGH ANY OF ITS OFFICERS, EMPLOYEES, OR
AGENTS) SHALL HAVE THE RIGHT, UPON REASONABLE PRIOR NOTICE, FROM TIME TO TIME
DURING ANY GRANTOR'S USUAL BUSINESS HOURS, TO INSPECT SUCH GRANTOR'S BOOKS AND
TO MAKE COPIES THEREOF AND TO CHECK, TEST, AND APPRAISE THE COLLATERAL IN ORDER
TO VERIFY SUCH GRANTOR'S FINANCIAL CONDITION OR THE AMOUNT, CONDITION OF, OR ANY
OTHER MATTER RELATING TO, THE COLLATERAL.
5.7
AUTHORIZATION TO SUPPLEMENT.
IF ANY GRANTOR SHALL OBTAIN RIGHTS TO
ANY NEW INTELLECTUAL PROPERTY, INCLUDING ANY PATENTABLE INVENTIONS OR BECOME
ENTITLED TO THE BENEFIT OF ANY PATENT APPLICATION OR PATENT FOR ANY REISSUE,
DIVISION, OR CONTINUATION, OF ANY PATENT, THE
17
provisions of this Agreement shall automatically apply thereto. Such
Grantor(s) shall give prompt notice in writing to Lender with respect to any
such new Intellectual Property rights. Without limiting the Grantors'
obligations under this Section 5.7, each Grantor authorizes Lender unilaterally
to modify this Agreement by amending Schedule 6.8 to include any such new patent
rights. Notwithstanding the foregoing, no failure to so modify this Agreement or
amend Schedule 6.8 shall in any way affect, invalidate or detract from Lender's
continuing security interest in all Collateral, whether or not listed on
Schedule 6.8.
6.
REPRESENTATIONS AND WARRANTIES
Each Grantor, jointly and severally, represents and warrants as follows:
6.1
DUE ORGANIZATION AND QUALIFICATION.
EACH GRANTOR (A) IS DULY
ORGANIZED AND VALIDLY EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE AND
(B) IS DULY QUALIFIED TO DO BUSINESS AND IS IN GOOD STANDING IN ALL OTHER
JURISDICTIONS IN WHICH THE NATURE OF ITS BUSINESS OR THE OWNERSHIP OR LEASING OF
ITS PROPERTIES MAKES SUCH AUTHORIZATION OR QUALIFICATION NECESSARY EXCEPT FOR
SUCH JURISDICTIONS WHERE THE FAILURE TO BE SO AUTHORIZED OR QUALIFIED COULD NOT
MATERIALLY ADVERSELY EFFECT SUCH GRANTOR'S ABILITY TO SATISFY ITS OBLIGATIONS
UNDER THIS AGREEMENT AND THE LOAN.
6.2
AUTHORITY.
EACH GRANTOR HAS ALL NECESSARY POWER AND AUTHORITY TO
EXECUTE, DELIVER, AND PERFORM IN ACCORDANCE WITH THE TERMS THEREOF, THE LOAN
DOCUMENTS TO WHICH IT IS A PARTY. EACH GRANTOR HAS THE POWER AND AUTHORITY, AND
THE LEGAL RIGHT, TO OWN AND OPERATE ITS PROPERTY, TO LEASE THE PROPERTY IT
OPERATES AS LESSEE OR LESSOR AND TO CONDUCT THE BUSINESS IN WHICH IT IS
PRESENTLY ENGAGED AND PRESENTLY PROPOSES TO ENGAGE.
6.3
SUBSIDIARIES. NO GRANTOR HAS ANY SUBSIDIARIES, EXCEPT THOSE LISTED IN
SCHEDULE 6.3 HERETO.
6.4
CONFLICT WITH OTHER INSTRUMENTS, ETC.
NEITHER THE EXECUTION AND
DELIVERY OF ANY LOAN DOCUMENT TO WHICH ANY GRANTOR IS A PARTY NOR THE
CONSUMMATION OF THE TRANSACTIONS THEREIN CONTEMPLATED NOR COMPLIANCE WITH THE
TERMS, CONDITIONS AND PROVISIONS THEREOF WILL CONFLICT WITH OR RESULT IN A
BREACH OF (A) ANY OF THE TERMS, CONDITIONS OR PROVISIONS OF THE ARTICLES OF
INCORPORATION AND THE BY-LAWS, OR OTHER ORGANIZATIONAL DOCUMENTS OF SUCH GRANTOR
OR (B) ANY LAW OR ANY REGULATION, ORDER, WRIT, INJUNCTION OR DECREE OF ANY COURT
OR GOVERNMENTAL AUTHORITY OR (C) ANY MATERIAL AGREEMENT OR INSTRUMENT TO WHICH
SUCH GRANTOR IS A PARTY OR