REQUIREMENT OF LAW,
(III) CONTRAVENE, CONFLICT OR VIOLATE ANY APPLICABLE ORDER, WRIT, JUDGMENT,
INJUNCTION, DECREE, DETERMINATION OR AWARD OF ANY GOVERNMENTAL AUTHORITY BY
WHICH BORROWER OR ANY OF ITS SUBSIDIARIES OR ANY OF THEIR PROPERTY OR ASSETS MAY
BE BOUND OR AFFECTED, (IV) REQUIRE ANY ACTION BY, FILING, REGISTRATION, OR
QUALIFICATION WITH, OR GOVERNMENTAL APPROVAL FROM, ANY GOVERNMENTAL AUTHORITY
(EXCEPT SUCH GOVERNMENTAL APPROVALS WHICH HAVE ALREADY BEEN OBTAINED AND ARE IN
FULL FORCE AND EFFECT), OR (V) 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 HAVE A MATERIAL ADVERSE EFFECT ON BORROWER'S
BUSINESS.
5.2
COLLATERAL.
BORROWER HAS GOOD TITLE TO, HAS RIGHTS IN, AND THE
POWER TO TRANSFER EACH ITEM OF THE COLLATERAL UPON WHICH IT PURPORTS TO GRANT A
LIEN HEREUNDER, FREE AND CLEAR OF ANY AND ALL LIENS EXCEPT PERMITTED LIENS.
BORROWER HAS NO DEPOSIT ACCOUNTS OTHER THAN THE DEPOSIT ACCOUNTS WITH BANK, THE
DEPOSIT ACCOUNTS, IF ANY, DESCRIBED IN THE PERFECTION CERTIFICATE DELIVERED TO
BANK IN CONNECTION HEREWITH, OR OF WHICH BORROWER HAS GIVEN BANK NOTICE AND
TAKEN SUCH ACTIONS AS ARE NECESSARY TO GIVE BANK A PERFECTED SECURITY INTEREST
THEREIN.
THE ACCOUNTS ARE BONA FIDE, EXISTING OBLIGATIONS OF THE ACCOUNT
DEBTORS.
THE COLLATERAL IS NOT IN THE POSSESSION OF ANY THIRD PARTY BAILEE (SUCH AS A
WAREHOUSE) EXCEPT AS OTHERWISE PROVIDED IN THE PERFECTION CERTIFICATE.
OTHER
THAN MOBILE EQUIPMENT IN THE POSSESSION OF BORROWER'S EMPLOYEES OR AGENTS, NONE
OF THE COMPONENTS OF THE COLLATERAL SHALL BE MAINTAINED AT LOCATIONS OTHER THAN
AS PROVIDED IN THE PERFECTION CERTIFICATE OR AS PERMITTED PURSUANT TO
SECTION 7.2.
IN THE EVENT THAT BORROWER, AFTER THE DATE HEREOF, INTENDS TO
STORE OR OTHERWISE DELIVER ANY PORTION OF THE COLLATERAL WITH AN AGGREGATE VALUE
IN EXCESS OF FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) TO A BAILEE, THEN
BORROWER WILL FIRST RECEIVE THE WRITTEN CONSENT OF BANK AND SUCH BAILEE MUST
EXECUTE AND DELIVER A BAILEE AGREEMENT IN FORM AND SUBSTANCE SATISFACTORY TO
BANK IN ITS REASONABLE DISCRETION.
EXCEPT AS NOTED ON THE PERFECTION CERTIFICATE, BORROWER IS NOT A PARTY TO, NOR
IS BOUND BY, ANY MATERIAL LICENSE OR OTHER AGREEMENT WITH RESPECT TO WHICH
BORROWER IS THE LICENSEE (A) THAT PROHIBITS OR OTHERWISE RESTRICTS BORROWER FROM
GRANTING A SECURITY INTEREST IN BORROWER'S INTEREST IN SUCH LICENSE OR AGREEMENT
OR ANY OTHER PROPERTY, OR (B) FOR WHICH A DEFAULT UNDER OR TERMINATION OF COULD
INTERFERE WITH THE BANK'S RIGHT TO SELL ANY COLLATERAL.
BORROWER SHALL PROVIDE
WRITTEN NOTICE TO BANK WITHIN THIRTY (30) DAYS OF ENTERING OR BECOMING BOUND BY
ANY SUCH LICENSE OR AGREEMENT (OTHER THAN OVER-THE-COUNTER SOFTWARE THAT IS
COMMERCIALLY AVAILABLE TO THE PUBLIC).
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 (X) ALL SUCH LICENSES OR AGREEMENTS TO