the Lender:
(A)
THIS AGREEMENT, PROPERLY EXECUTED BY THE
BORROWER.
(B)
THE NOTE, PROPERLY EXECUTED BY THE BORROWER.
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(C)
THE PATENT AND TRADEMARK SECURITY
AGREEMENT, PROPERLY EXECUTED BY THE BORROWER.
(D)
CURRENT SEARCHES OF APPROPRIATE FILING
OFFICES SHOWING THAT (I) NO LIENS HAVE BEEN FILED AND REMAIN IN EFFECT AGAINST
THE BORROWER EXCEPT PERMITTED LIENS OR LIENS HELD BY PERSONS WHO HAVE AGREED IN
WRITING THAT UPON RECEIPT OF PROCEEDS OF THE INITIAL ADVANCES, THEY WILL
SATISFY, RELEASE OR TERMINATE SUCH LIENS IN A MANNER SATISFACTORY TO THE LENDER,
AND (II) THE LENDER HAS DULY FILED ALL FINANCING STATEMENTS NECESSARY TO PERFECT
THE SECURITY INTEREST, TO THE EXTENT THE SECURITY INTEREST IS CAPABLE OF BEING
PERFECTED BY FILING.
(E)
A CERTIFICATE OF THE BORROWER'S SECRETARY
OR ASSISTANT SECRETARY CERTIFYING THAT ATTACHED TO SUCH CERTIFICATE ARE (I) THE
RESOLUTIONS OF THE BORROWER'S DIRECTORS AND, IF REQUIRED, OWNERS, AUTHORIZING
THE EXECUTION, DELIVERY AND PERFORMANCE OF THE LOAN DOCUMENTS, (II) TRUE,
CORRECT AND COMPLETE COPIES OF THE BORROWER'S CONSTITUENT DOCUMENTS, AND
(III) EXAMPLES OF THE SIGNATURES OF THE BORROWER'S OFFICERS OR AGENTS AUTHORIZED
TO EXECUTE AND DELIVER THE LOAN DOCUMENTS AND OTHER INSTRUMENTS, AGREEMENTS AND
CERTIFICATES, INCLUDING ADVANCE REQUESTS, ON THE BORROWER'S BEHALF.
(F)
A CURRENT CERTIFICATE ISSUED BY THE
SECRETARY OF STATE OF DELAWARE CERTIFYING THAT THE BORROWER IS IN COMPLIANCE
WITH ALL APPLICABLE ORGANIZATIONAL REQUIREMENTS OF THE STATE OF DELAWARE.
(G)
AN OPINION OF COUNSEL TO THE BORROWER,
ADDRESSED TO THE LENDER.
(H)
EVIDENCE THAT THE BORROWER AND EACH
GUARANTOR IS DULY LICENSED OR QUALIFIED TO TRANSACT BUSINESS IN ITS JURISDICTION
OF ORGANIZATION.
(I)
A SEPARATE GUARANTY, PROPERLY EXECUTED
BY EACH GUARANTOR, PURSUANT TO WHICH EACH GUARANTOR UNCONDITIONALLY GUARANTEES
THE FULL AND PROMPT PAYMENT OF ALL OBLIGATIONS.
(J)
AN OPINION OF COUNSEL TO EACH GUARANTOR,
ADDRESSED TO THE LENDER.
(K)
PAYMENT OF THE FEES AND COMMISSIONS DUE
UNDER SECTION 2.10 THROUGH THE DATE OF THE INITIAL ADVANCE OR LETTER OF CREDIT
AND EXPENSES INCURRED BY THE LENDER THROUGH SUCH DATE AND REQUIRED TO BE PAID BY
THE BORROWER UNDER SECTION 8.5, INCLUDING ALL LEGAL EXPENSES INCURRED THROUGH
THE DATE OF THIS AGREEMENT.
(L)
SUCH OTHER DOCUMENTS AS THE LENDER IN
ITS DISCRETION MAY REQUIRE.
Section 4.2
Conditions Precedent to All
Advances and Letters of Credit.
The Lender's obligation to make each Advance
and to cause each Letter of Credit to be issued shall be subject to the further
conditions precedent that:
(A)
THE REPRESENTATIONS AND WARRANTIES
CONTAINED IN ARTICLE V ARE CORRECT ON AND AS OF THE DATE OF SUCH ADVANCE OR
ISSUANCE OF A LETTER OF CREDIT AS THOUGH MADE ON AND AS OF SUCH DATE, EXCEPT TO
THE EXTENT THAT SUCH REPRESENTATIONS AND WARRANTIES RELATE SOLELY TO AN EARLIER
DATE; AND
(B)
NO EVENT HAS OCCURRED AND IS CONTINUING, OR
WOULD RESULT FROM SUCH ADVANCE OR ISSUANCE OF A
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LETTER OF CREDIT WHICH CONSTITUTES A DEFAULT OR AN EVENT OF DEFAULT.
ARTICLE V
REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants to the Lender as