SEVERALLY AND
JOINTLY, REGARDLESS OF WHICH BORROWER REQUESTS OR RECEIVES PART OR ALL OF THE
PROCEEDS OF SUCH REVOLVING LOAN.
5.23
COMMERCIAL TORT CLAIMS.
BORROWERS HAVE NO
COMMERCIAL TORT CLAIMS AGAINST ANY THIRD PARTIES, EXCEPT AS SHOWN ON SCHEDULE
2.13 HERETO.
5.24
LETTER-OF-CREDIT RIGHTS.
BORROWERS HAVE NO
LETTER-OF-CREDIT RIGHTS (AS DEFINED IN THE UCC) WITH RESPECT TO THE COLLATERAL
EXCEPT AS SHOWN ON SCHEDULE 2.14 HERETO.
5.25
INTELLECTUAL PROPERTY.
EXCEPT AS SHOWN ON
SCHEDULE 2.15 HERETO AND MADE PART HEREOF, (A) BORROWERS DO NOT REQUIRE ANY
COPYRIGHTS, PATENTS, TRADEMARKS, OTHER INTELLECTUAL PROPERTY OR OTHER GENERAL
INTANGIBLES (AS DEFINED IN THE UCC), OR ANY LICENSE(S) TO USE ANY PATENTS,
TRADEMARKS OR OTHER INTELLECTUAL PROPERTY IN ORDER TO (I) PROVIDE SERVICES TO
THEIR CUSTOMERS, (II) BILL OBLIGORS AND COLLECT THEREFROM, IN THE ORDINARY
COURSE OF BUSINESS OR (III) OTHERWISE CONDUCT BORROWERS' BUSINESS AS PRESENTLY
CONDUCTED, AND (B) BORROWERS HAVE NOT GRANTED AN EXCLUSIVE LICENSE TO ANY PARTY
THAT RELATES TO BORROWER'S OWNED INTELLECTUAL PROPERTY.
ALL OF BORROWER'S
RIGHTS IN ITS INTELLECTUAL PROPERTY ARE ENFORCEABLE, VALID AND SUBSISTING.
NO
ACTION, SUIT, DEMAND, CHARGE OR CLAIM HAS BEEN MADE OR, TO ANY BORROWER'S
KNOWLEDGE, THREATENED WHICH CHALLENGES THE ENFORCEABILITY OR VALIDITY OF
BORROWER'S INTELLECTUAL PROPERTY.
5.26
SOLVENCY.
ON THE CLOSING DATE AND IMMEDIATELY
PRIOR TO AND AFTER GIVING EFFECT TO EACH BORROWING HEREUNDER AND THE USE OF THE
PROCEEDS THEREOF AND AFTER TAKING INTO CONSIDERATION ALL RIGHTS OF CONTRIBUTION
AND REIMBURSEMENT BY AND AMONG THE BORROWERS, WITH RESPECT TO EACH BORROWER
(A) THE FAIR VALUE OF ITS ASSETS IS GREATER THAN THE AMOUNT OF ITS LIABILITIES
(INCLUDING DISPUTED, CONTINGENT AND UNLIQUIDATED LIABILITIES) AS SUCH VALUE IS
20
ESTABLISHED AND LIABILITIES EVALUATED, (B) THE PRESENT FAIR SALEABLE VALUE OF
ITS ASSETS IS NOT LESS THAN THE AMOUNT THAT WILL BE REQUIRED TO PAY THE PROBABLE
LIABILITY ON ITS DEBTS AS THEY BECOME ABSOLUTE AND MATURED, (C) IT IS ABLE TO
REALIZE UPON ITS ASSETS AND PAY ITS DEBTS AND OTHER LIABILITIES (INCLUDING
DISPUTED, CONTINGENT AND UNLIQUIDATED LIABILITIES) AS THEY MATURE IN THE NORMAL
COURSE OF BUSINESS, (D) IT DOES NOT INTEND TO, AND DOES NOT BELIEVE THAT IT
WILL, INCUR DEBTS OR LIABILITIES BEYOND ITS ABILITY TO PAY AS SUCH DEBTS AND
LIABILITIES MATURE, AND (E) IT IS NOT ENGAGED IN BUSINESS OR A TRANSACTION, AND
IS NOT ABOUT TO ENGAGE IN BUSINESS OR A TRANSACTION, FOR WHICH ITS PROPERTY
WOULD CONSTITUTE UNREASONABLY SMALL CAPITAL.
5.27
SCHEDULES.
EACH OF THE SCHEDULES ATTACHED TO THIS
AGREEMENT SET FORTH A TRUE, CORRECT AND COMPLETE DESCRIPTION OF THE MATTER OR
MATTERS COVERED THEREBY.
5.28
COMERICA LOAN DOCUMENTS.
LENDER HAS RECEIVED
TRUE, CORRECT AND COMPLETE COPIES OF THE COMERICA LOAN DOCUMENTS (INCLUDING ALL
EXHIBITS, SCHEDULES AND DISCLOSURE SCHEDULES REFERRED TO THEREIN OR DELIVERED
PURSUANT THERETO, IF ANY) AND ALL AMENDMENTS THERETO, WAIVERS RELATING THERETO
AND OTHER SIDE LETTERS OR AGREEMENTS AFFECTING THE TERMS THEREOF.
NO SUCH
DOCUMENTS OR AGREEMENTS HAVE BEEN AMENDED OR SUPPLEMENTED, NOR HAVE ANY OF THE
PROVISIONS THEREOF BEEN WAIVED, EXCEPT PURSUANT TO A WRITTEN