200511354 - Laserfiche WebLink

Browse

200511354 continuation statements, applications for registration and like papers necessary to create, perfect or preserve any of Lender's security interests and rights in or to the Collateral, and upon a Default, take any other action required of Borrower; provided, however. that Lender as such attorney-in-fact shall be accountable only for such funds as are actually received by Lender. ARTICLE 5. REPRESENTATIONS AND WARRANTIES 5.1 REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender that, to Borrower's current actual knowledge after reasonable investigation and inquiry, the following statements are true and correct as of the Effective Date: a. Lellal Status. BOrrower is duly organized and existing and in good standing under the laws of the state in which Borrower is organized. Borrower is qualified or licensed to do business in all jurisdictions in which such qualification or licensing is required. b. Permits. Borrower possesses all permits, franchises and licenses and all rights to all trademarks, trade names, patents and fictitious names, if any, necessary to enable Borrower to conduct the business(es) in which Borrower is now engaged in compliance with applicable law. c. Authorization and Validitv. The execution and delivery of the Loan Documents have been duly authorized and the Loan Documents constitute valid and binding obligations of Borrower or the party which executed the same, enforceable in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, moratorium or other laws affecting the enforcement of creditors' rights, or by the application of rules of equity. d. Violations. The execution, delivery and performance by Borrower of each of the Loan Documents do not violate any provision of any law or regulation, or result in any breach or default under any contract, obligation, indenture or other instrument to which Borrower is a party or by which Borrower is bound. e. Litillation. There are no pending or threatened actions, claims, investigations, suits or proceedings before any governmental authority, court or administrative agency which may adversely affect the financial condition or operations of Borrower other than those previously disclosed in writing by Borrower to Lender. f. Financial Statements. The financial statements of Borrower, of each general partner (if Borrower is a partnership), of each member (if Borrower is a limited liability company) and of each guarantor, if any, previously delivered by Borrower to Lender: (i) are materially complete and correct; (ii) present fairly the financial condition of such party as of the date of such statement; and (iii) have been prepared in accordance with the same accounting standard used by Borrower to prepare the financial statements delivered to and approved by Lender in connection with the making of the Loan, or other accounting standards approved by Lender. Since the date of such financial statements, there has been no material adverse change in such financial condition, nor have any assets or properties reflected on such financial statements been sold, transferred, assigned, mortgaged, pledged or encumbered, other than in the ordinary course of business of Borrower or such applicable guarantor, except as previously disclosed in writing by Borrower to Lender and approved in writing by Lender. g. Reports. All reports, documents, instruments and information delivered to Lender in connection with the Loan: (i) are correct in all material respects and sufficiently complete to give Lender accurate knowledge of their subject matter; and (ii) do not contain any misrepresentation of a material fact or omission of a material fact which omission makes the provided information misleading. h. Income Taxes. There are no pending assessments or adjustments of Borrower's income tax payable with respect to any year. Master 51 REG NE (rev. 08/2005) 1245359.6 8