OF BUSINESS, OR, IF MORE THAN ONE, ITS
CHIEF EXECUTIVE OFFICE AS WELL AS BORROWER'S MAILING ADDRESS (IF DIFFERENT THAN
ITS CHIEF EXECUTIVE OFFICE); (E) BORROWER (AND EACH OF ITS PREDECESSORS) HAS
NOT, IN THE PAST FIVE (5) YEARS, CHANGED ITS STATE OF FORMATION, ORGANIZATIONAL
STRUCTURE OR TYPE, OR ANY ORGANIZATIONAL NUMBER ASSIGNED BY ITS JURISDICTION;
AND (F) ALL OTHER INFORMATION SET FORTH ON THE PERFECTION CERTIFICATE PERTAINING
TO BORROWER AND EACH OF ITS SUBSIDIARIES IS ACCURATE AND COMPLETE.
IF BORROWER
IS NOT NOW A REGISTERED ORGANIZATION BUT LATER BECOMES ONE, BORROWER SHALL
PROMPTLY NOTIFY BANK OF SUCH OCCURRENCE AND PROVIDE BANK WITH BORROWER'S
ORGANIZATIONAL IDENTIFICATION NUMBER.
The execution, delivery and performance of the Loan Documents have been duly
authorized, and do not conflict with Borrower's organizational documents, nor
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.
4
5.2
COLLATERAL.
BORROWER HAS GOOD TITLE TO THE COLLATERAL, FREE OF
LIENS EXCEPT PERMITTED LIENS.
BORROWER HAS NO DEPOSIT ACCOUNT OTHER THAN THE
DEPOSIT ACCOUNTS WITH BANK AND DEPOSIT ACCOUNTS DESCRIBED IN THE PERFECTION
CERTIFICATE DELIVERED TO BANK IN CONNECTION HEREWITH.
EXCEPT AS DISCLOSED TO BANK, THE COLLATERAL IS NOT IN THE POSSESSION OF ANY
THIRD PARTY BAILEE (SUCH AS A WAREHOUSE).
EXCEPT AS HEREAFTER DISCLOSED TO BANK
IN WRITING BY BORROWER, NONE OF THE COMPONENTS OF THE COLLATERAL SHALL BE
MAINTAINED AT LOCATIONS OTHER THAN AS PROVIDED IN THE PERFECTION CERTIFICATE.
IN THE EVENT THAT BORROWER, AFTER THE DATE HEREOF, INTENDS TO STORE OR OTHERWISE
DELIVER ANY PORTION OF THE COLLATERAL TO A BAILEE, THEN BORROWER WILL FIRST
RECEIVE THE WRITTEN CONSENT OF BANK AND SUCH BAILEE MUST ACKNOWLEDGE IN WRITING
THAT THE BAILEE IS HOLDING SUCH COLLATERAL FOR THE BENEFIT OF BANK.
ALL INVENTORY IS IN ALL MATERIAL RESPECTS OF GOOD AND MARKETABLE QUALITY, FREE
FROM MATERIAL DEFECTS.
BORROWER IS THE SOLE OWNER OF ITS INTELLECTUAL PROPERTY, EXCEPT FOR
NON-EXCLUSIVE LICENSES GRANTED TO ITS CUSTOMERS IN THE ORDINARY COURSE OF
BUSINESS.
TO OUR KNOWLEDGE, EACH PATENT IS VALID AND ENFORCEABLE AND NO PART OF
THE INTELLECTUAL PROPERTY HAS BEEN JUDGED INVALID OR UNENFORCEABLE, IN WHOLE OR
IN PART, AND TO THE BEST OF BORROWER'S KNOWLEDGE, NO CLAIM HAS BEEN MADE THAT
ANY PART OF THE INTELLECTUAL PROPERTY VIOLATES THE RIGHTS OF ANY THIRD PARTY
EXCEPT TO THE EXTENT SUCH CLAIM COULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT ON BORROWER'S BUSINESS.
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 THAT PROHIBITS OR OTHERWISE RESTRICTS BORROWER FROM
GRANTING A SECURITY INTEREST IN BORROWER'S INTEREST IN SUCH LICENSE OR AGREEMENT
OR ANY OTHER PROPERTY.
BORROWER SHALL PROVIDE WRITTEN NOTICE TO BANK WITHIN