OR ANY PART OF THE COLLATERAL IS ON FILE OR OF
RECORD IN ANY GOVERNMENT OR PUBLIC OFFICE, AND THE DEBTOR HAS NOT FILED OR
CONSENTED TO THE FILING OF ANY SUCH MORTGAGE, AGREEMENT, STATEMENT OR NOTICE,
EXCEPT (I) UNIFORM COMMERCIAL CODE FINANCING STATEMENTS NAMING THE SECURED PARTY
AS SECURED PARTY AND (II) LIENS IN FAVOR OF THE STOCKHOLDERS.
3.2
SECURITY INTERESTS; FILINGS.
THIS
AGREEMENT, TOGETHER WITH (I) THE FILING OF DULY COMPLETED AND EXECUTED UNIFORM
COMMERCIAL CODE FINANCING STATEMENTS NAMING THE DEBTOR AS DEBTOR, THE SECURED
PARTY AS SECURED PARTY, AND DESCRIBING THE COLLATERAL, IN THE JURISDICTIONS SET
FORTH WITH RESPECT TO THE DEBTOR ON SCHEDULE I HERETO (WHICH FILING IS HEREBY
AUTHORIZED BY THE DEBTOR) AND (II) TO THE EXTENT REQUIRED BY APPLICABLE LAW, THE
FILING OF DULY COMPLETED AND EXECUTED ASSIGNMENTS IN THE FORMS REQUIRED BY THE
U.S. COPYRIGHT OFFICE OR THE U.S. PATENT AND TRADEMARK OFFICE, CREATES, AND AT
ALL TIMES SHALL CONSTITUTE, A VALID AND PERFECTED SECURITY INTEREST IN AND LIEN
UPON THE COLLATERAL IN FAVOR OF THE SECURED PARTY, TO THE EXTENT A SECURITY
INTEREST AND LIEN THEREIN CAN BE PERFECTED BY SUCH FILINGS, RECORDINGS OR
POSSESSION, AS APPLICABLE, SUPERIOR AND PRIOR TO THE RIGHTS OF ALL OTHER PERSONS
THEREIN EXCEPT FOR PERMITTED LIENS.
3.3
LOCATIONS.
SCHEDULE I LISTS AS TO THE
DEBTOR, (I) ITS EXACT LEGAL NAME, (II) THE JURISDICTION OF ITS INCORPORATION OR
ORGANIZATION, ITS FEDERAL TAX IDENTIFICATION NUMBER, AND (IF APPLICABLE) ITS
ORGANIZATIONAL IDENTIFICATION NUMBER, (III) THE ADDRESSES OF ITS CHIEF EXECUTIVE
OFFICE AND EACH OTHER PLACE OF BUSINESS AND (IV) THE ADDRESS OF EACH LOCATION AT
WHICH ANY OF THE COLLATERAL INVENTORY OR COLLATERAL EQUIPMENT IS KEPT, EXCEPT
FOR ANY NEW LOCATIONS ESTABLISHED IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 4.2.
THE DEBTOR DOES NOT PRESENTLY CONDUCT BUSINESS
5
UNDER ANY PRIOR OR OTHER CORPORATE OR COMPANY NAME OR UNDER ANY TRADE OR
FICTITIOUS NAMES, EXCEPT AS INDICATED BENEATH ITS NAME ON SCHEDULE I, AND THE
DEBTOR HAS NOT ENTERED INTO ANY CONTRACT OR GRANTED ANY LIEN WITHIN THE PAST
FIVE (5) YEARS UNDER ANY NAME OTHER THAN ITS LEGAL CORPORATE NAME OR A TRADE OR
FICTITIOUS NAME INDICATED ON SCHEDULE I.
3.4
NO VIOLATIONS.
THE SIGNING, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT BY THE DEBTOR IS NOT PROHIBITED OR LIMITED BY, AND
WILL NOT RESULT IN THE BREACH OF OR A DEFAULT UNDER, ANY PROVISION OF THE
CERTIFICATE OF INCORPORATION, BYLAWS OR OTHER FORMATION DOCUMENTS OF THE DEBTOR,
ANY MATERIAL AGREEMENT OR INSTRUMENT BINDING ON THE DEBTOR OR ANY LEGAL
REQUIREMENT APPLICABLE TO THE DEBTOR, EXCEPT FOR SUCH PROHIBITIONS, LIMITATIONS,
DEFAULTS OR LEGAL REQUIREMENTS AS WOULD NOT PREVENT OR IMPAIR CONSUMMATION BY
THE DEBTOR OF THE TRANSACTIONS CONTEMPLATED HEREBY, THE PERFORMANCE BY THE
DEBTOR OF ITS OBLIGATIONS HEREUNDER OR THE EXERCISE OF THE SECURED PARTY OF ITS
RIGHTS HEREUNDER.
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT BY
THE DEBTOR, THE DEBTOR'S COMPLIANCE WITH THE TERMS AND PROVISIONS HEREOF AND THE
SECURED PARTY'S EXERCISE OF ANY OF ITS