INVESTORS TO FILE ANY INITIAL
FINANCING STATEMENTS OR AMENDMENTS THERETO FILED PRIOR TO THE DATE HEREOF.
IF
ANY RECEIVABLE BECOMES EVIDENCED BY A PROMISSORY NOTE OR ANY OTHER INSTRUMENT
FOR THE PAYMENT OF
6
MONEY, THE COMPANY WILL IMMEDIATELY DELIVER SUCH INSTRUMENT TO THE INVESTORS
APPROPRIATELY ENDORSED.
(C)
THE COMPANY AGREES THAT PROMPTLY AFTER
EXECUTION OF THIS AGREEMENT, IT SHALL TAKE AT ITS SOLE COST AND EXPENSE ALL
STEPS NECESSARY TO PERFECT EACH OF THE INVESTOR'S SECURITY INTEREST (SUBJECT
ONLY TO PERMITTED LIENS) IN COLLATERAL HELD FOR SALE OR TRANSSHIPMENT IN ANY
JURISDICTION OUTSIDE OF THE UNITED STATES.
SECTION 3.
REPRESENTATIONS AND WARRANTIES.
The Company represents and warrants to the Investors as follows:
3.1.
TITLE AND LIENS.
EXCEPT AS SET FORTH ON
SCHEDULE 3.1 HERETO, THE COLLATERAL: (A) IS OWNED SOLELY BY THE COMPANY FREE AND
CLEAR OF ALL LIENS EXCEPT (I) THOSE IN THE INVESTORS' FAVOR, AND (II) PERMITTED
LIENS; AND (B) AS OF THE DATE HEREOF, IS NOT SUBJECT TO ANY MATERIAL AGREEMENT
PROHIBITING THE GRANTING OF A LIEN OR REQUIRING NOTICE OF OR CONSENT TO THE
GRANTING OF A LIEN.
3.2.
VALIDITY OF SECURITY INTEREST.
THE SECURITY
INTEREST CONSTITUTES: (A) A LEGAL AND VALID LIEN IN ALL THE COLLATERAL; AND (B)
SUBJECT TO THE FILING OF THE FINANCING STATEMENTS DESCRIBED IN SECTION 2.1(B), A
PERFECTED FIRST PRIORITY LIEN IN ALL COLLATERAL IN WHICH A LIEN MAY BE PERFECTED
BY THE FILING OF A FINANCING STATEMENT UNDER UNITED STATES LAW, SUBJECT TO
PERMITTED LIENS.
SECTION 4.
COVENANTS.
4.1.
CHANGE OF NAME; LOCATION OF COLLATERAL;
RECORDS; PLACE OF BUSINESS.
THE COMPANY SHALL NOT MAKE ANY CHANGE: (A) IN ITS
NAME; (B) IN THE LOCATION OF ITS CHIEF EXECUTIVE OFFICE, ITS PRINCIPAL PLACE OF
BUSINESS, ANY OFFICE IN WHICH IT MAINTAINS BOOKS OR RECORDS RELATING TO
COLLATERAL OWNED BY IT OR ANY OFFICE FACILITY AT WHICH COLLATERAL OWNED BY IT IS
LOCATED (INCLUDING THE ESTABLISHMENT OF ANY SUCH NEW OFFICE OR FACILITY) FROM
THE LOCATIONS SET FORTH ON SCHEDULE I ATTACHED HERETO; (C) IN ITS IDENTITY OR
TYPE OF ORGANIZATION OR CORPORATE STRUCTURE; (D) IN ITS FEDERAL TAXPAYER
IDENTIFICATION NUMBER OR STATE-ISSUED ORGANIZATIONAL IDENTIFICATION NUMBER; OR
(E) IN ITS JURISDICTION OF ORGANIZATION; UNLESS IN EACH SUCH CASE, (I) THE
COMPANY PROVIDES THE INVESTORS AT LEAST THIRTY (30) DAYS PRIOR WRITTEN NOTICE OF
SUCH CHANGE, (II) ALL FILINGS HAVE BEEN MADE UNDER THE UCC OR OTHERWISE THAT ARE
REQUIRED IN ORDER FOR THE INVESTORS TO CONTINUE AT ALL TIMES FOLLOWING SUCH
CHANGE TO HAVE A VALID, LEGAL AND PERFECTED FIRST PRIORITY LIEN IN ALL THE
COLLATERAL WHICH MAY BE PERFECTED UNDER UNITED STATES LAW BY FILING OF A
FINANCING STATEMENT, SUBJECT TO PERMITTED LIENS, AND (III) SUCH CHANGE IS NOT
OTHERWISE PROHIBITED UNDER THE PURCHASE AGREEMENT.
4.2.
RECORDS.
THE COMPANY SHALL KEEP AND MAINTAIN
AT ITS OWN COST AND EXPENSE, SATISFACTORY AND COMPLETE RECORDS OF THE COLLATERAL
INCLUDING, WITHOUT LIMITATION, A RECORD OF ANY AND ALL PAYMENTS RECEIVED AND ANY
AND ALL CREDITS GRANTED WITH RESPECT TO THE COLLATERAL AND