COAST BUSINESS CREDIT. LOAN AND SECURITY AGREEMENT --------------------------------------------------------------------------------
COAST BUSINESS CREDIT. LOAN AND SECURITY AGREEMENT ------------------------------------------------------------------------------
(a) Borrower does so in good faith, in a commercially reasonable manner, in the ordinary course of business, and in arm's length transactions, which are reported to Coast on the regular reports provided to Coast; (b) no Default or Event of Default has occurred and is continuing; and (c) taking into account all such discounts settlements and forgiveness, the total outstanding Loans will not exceed the Credit Limit. Coast may, at any time after the occurrence of an Event of Default, settle or adjust disputes or claims directly with Account Debtors for amounts and upon terms which Coast considers advisable in its reasonable credit judgment and, in all cases, Coast shall credit Borrower's Loan account with only the net amounts received by Coast in payment of any Receivables.
COAST BUSINESS CREDIT. LOAN AND SECURITY AGREEMENT ------------------------------------------------------------------------------ Coast is hereby granted a license or other right to use, without charge, Borrower's labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks, service marks, and advertising matter, or any property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and Borrower's rights under all licenses and all franchise agreements shall inure to Coast's benefit;
COAST BUSINESS CREDIT. LOAN AND SECURITY AGREEMENT -------------------------------------------------------------------------------- *WHICH ARE COMPLETE AND ACCURATE IN ALL MATERIAL RESPECTS AND WHICH COMPRISE
COAST BUSINESS CREDIT. LOAN AND SECURITY AGREEMENT -------------------------------------------------------------------------------- deemed continuing and shall remain true, correct and in full force and effect until payment and satisfaction in full of all of the Obligations, and Borrower acknowledges that Coast is and will be expressly relying on such representations, warranties and covenants in making Loans to Borrower.
COAST BUSINESS CREDIT. LOAN AND SECURITY AGREEMENT --------------------------------------------------------------------------------
(viii) guarantee or otherwise become liable with respect to the obligations of another party or entity;
COAST BUSINESS CREDIT. SCHEDULE TO LOAN AND SECURITY AGREEMENT --------------------------------------------------------------------------------
COAST BUSINESS CREDIT. LOAN AND SECURITY AGREEMENT --------------------------------------------------------------------------------
5.6 OPINION OF BORROWERS' COUNSEL. Coast shall have received an opinion of Borrowers' counsel, in form and substance satisfactory to Coast in its reasonable discretion.
COAST BUSINESS CREDIT. In accordance with the Loan and Security Agreement whereby NTN granted Coast Business Credit a security interest in all present and future assets, including without limitation such general intangibles as copyrights, trademarks and patents, NTN entered into the following agreements:
a) Patent and Trademark Security Agreement, dated August 6, 1999, by and between NTN Communications, Inc. and Coast Business Credit, a division of Southern Pacific Bank
b) Security Agreement in Copyrighted Works, dated August 6, 1999, by and between NTN Communications, Inc., Coast Business Credit, a division of Southern Pacific Bank
COAST BUSINESS CREDIT. LOAN AND SECURITY AGREEMENT -------------------------------------------------------------------------------- "Change of Control" shall be deemed to have occurred at such time as a "person" or "group" (within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) (other than the current holders of the ownership interests in any Borrower) becomes the "beneficial owner" (as defined in Rule 13d- 3 under the Securities Exchange Act of 1934), directly or indirectly, as a result of any single transaction, of more than twenty-five percent (25%) of the total voting power of all classes of stock or other ownership interests then outstanding of any Borrower normally entitled to vote in the election of directors or analogous governing body.