default under or termination of could interfere with Bank's right to sell any
Collateral.
Without prior consent from Bank, Borrower shall not enter into, or
become bound by, any such license or agreement which is reasonably likely to
have a material impact on Borrower's business or financial condition.
Borrower
shall take such steps as Bank requests to obtain the consent of, or waiver by,
any person whose consent or waiver is necessary for all such licenses or
contract rights to be deemed "Collateral" and for Bank to have a security
interest in it that might otherwise be restricted or prohibited by law or by the
terms of any such license or agreement, whether now existing or entered into in
the future.
5.3
FINANCED RECEIVABLES.
BORROWER REPRESENTS AND WARRANTS FOR EACH
FINANCED RECEIVABLE:
(A)
SUCH FINANCED RECEIVABLE IS AN ELIGIBLE ACCOUNT;
6
(B)
BORROWER IS THE OWNER OF AND HAS THE 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;
(E)
SUCH 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 RIGHT TO ENDORSE AND/ OR REQUIRE BORROWER TO ENDORSE
ALL PAYMENTS RECEIVED ON FINANCED RECEIVABLES AND ALL PROCEEDS OF COLLATERAL;
AND
(J)
NO REPRESENTATION, WARRANTY OR OTHER STATEMENT OF BORROWER IN ANY
CERTIFICATE OR WRITTEN STATEMENT GIVEN TO BANK CONTAINS ANY UNTRUE STATEMENT OF
A MATERIAL FACT OR OMITS TO STATE A MATERIAL FACT NECESSARY TO MAKE THE
STATEMENT CONTAINED IN THE CERTIFICATES OR STATEMENT NOT MISLEADING.
5.4
LITIGATION.
THERE ARE NO ACTIONS OR PROCEEDINGS PENDING OR, TO THE
KNOWLEDGE OF BORROWER'S RESPONSIBLE OFFICERS, THREATENED IN WRITING BY OR
AGAINST BORROWER OR ANY SUBSIDIARY IN WHICH AN ADVERSE DECISION COULD REASONABLY
BE EXPECTED TO CAUSE A MATERIAL ADVERSE CHANGE.
5.5
NO MATERIAL DETERIORATION IN FINANCIAL STATEMENTS.
ALL
CONSOLIDATED FINANCIAL STATEMENTS FOR BORROWER AND ANY SUBSIDIARIES DELIVERED TO
BANK FAIRLY PRESENT IN ALL MATERIAL RESPECTS BORROWER'S CONSOLIDATED FINANCIAL
CONDITION AND BORROWER'S CONSOLIDATED RESULTS OF OPERATIONS.
THERE HAS NOT BEEN
ANY MATERIAL DETERIORATION IN BORROWER'S CONSOLIDATED FINANCIAL CONDITION SINCE
THE DATE OF THE MOST RECENT FINANCIAL STATEMENTS SUBMITTED TO BANK.
5.6
SOLVENCY.
THE FAIR SALABLE VALUE OF BORROWER'S ASSETS (INCLUDING
GOODWILL MINUS DISPOSITION COSTS) EXCEEDS THE FAIR VALUE OF ITS LIABILITIES;
BORROWER IS NOT LEFT WITH