PLACE OF BUSINESS OF EACH DEBTOR THAT IS A BORROWER IS LOCATED
AT THE ADDRESS SET OUT IN SECTION 8.3 OF THE CREDIT AGREEMENT.
THE OFFICE WHERE
SUCH DEBTOR KEEPS ITS RECORDS CONCERNING THE ACCOUNTS AND THE GENERAL
INTANGIBLES AND THE ORIGINALS OF ALL THE RELATED RIGHTS HAS THE SAME ADDRESS AS
SUCH DEBTOR'S CHIEF EXECUTIVE OFFICE AND CHIEF PLACE OF BUSINESS.
DEBTORS'
INVENTORY AND EQUIPMENT (OTHER THAN MOBILE GOODS) ARE LOCATED IN THE STATES OF
TEXAS AND LOUISIANA AND SUCH OTHER STATES AS DEBTORS SHALL HAVE, FROM TIME TO
TIME, GIVEN WRITTEN NOTICE OF TO SECURED PARTY.
SECTION 3.7
SECURED PARTY'S SECURITY INTEREST.
THIS AGREEMENT
CREATES A VALID AND BINDING SECURITY INTEREST IN THE COLLATERAL SECURING THE
SECURED OBLIGATIONS, SUBJECT TO THE PERMITTED ENCUMBRANCES.
UPON FILING THE
FINANCING STATEMENTS DESCRIBED IN SECTION 4.9 OF THIS AGREEMENT COVERING THE
COLLATERAL IN THE OFFICE OF THE SECRETARY OF STATE FOR THE STATE IN WHICH
5
EACH DEBTOR IS ORGANIZED (AND SUCH OTHER JURISDICTIONS AS SECURED PARTY MAY DEEM
APPROPRIATE), SECURED PARTY WILL HAVE A PERFECTED SECURITY INTEREST IN THAT
COLLATERAL IN WHICH A SECURITY INTEREST MAY BE PERFECTED BY FILING, SUBJECT ONLY
TO PERMITTED ENCUMBRANCES.
NO FURTHER OR SUBSEQUENT FILING, RECORDING,
REGISTRATION OR OTHER PUBLIC NOTICE OF SUCH SECURITY INTEREST IS NECESSARY IN
ANY OFFICE OR JURISDICTION IN ORDER TO PERFECT SUCH SECURITY INTEREST OR TO
CONTINUE, PRESERVE OR PROTECT SUCH SECURITY INTEREST EXCEPT FOR CONTINUATION
STATEMENTS OR FOR FILINGS UPON THE OCCURRENCE OF ANY OF THE EVENTS STATED IN
SECTION 4.9 OF THIS AGREEMENT.
SUCH PERFECTED SECURITY INTEREST IN THE
COLLATERAL SHALL CONSTITUTE A FIRST-PRIORITY SECURITY INTEREST UNDER THE CODE,
SUBJECT ONLY TO PERMITTED ENCUMBRANCES.
ARTICLE IV
COVENANTS AND AGREEMENTS
Each Debtor will at all times comply with the covenants contained in this
Article IV, from the date hereof and for so long as any part of the Secured
Obligations or the commitment of Lenders to make loans under the Credit
Agreement is outstanding.
SECTION 4.1
TITLE; PROHIBITED LIENS AND FILINGS.
EACH DEBTOR AGREES
TO PROTECT THE TITLE TO THE COLLATERAL.
DEBTORS WILL NOT PLEDGE, MORTGAGE,
OTHERWISE ENCUMBER, CREATE OR SUFFER A LIEN TO EXIST ON ANY OF THE COLLATERAL
(OTHER THAN PERMITTED ENCUMBRANCES) OR, SUBJECT TO SECTION 4.12 HEREOF, SELL,
ASSIGN, DISPOSE OR OTHERWISE TRANSFER ANY OF THE COLLATERAL (OTHER THAN AS
EXPRESSLY PERMITTED BY THE CREDIT AGREEMENT) TO OR IN FAVOR OF ANY PERSON OTHER
THAN SECURED PARTY.
DEBTORS WILL NOT FILE OR PERMIT TO BE FILED OR RECORDED ANY
FINANCING STATEMENT OR OTHER SECURITY INSTRUMENT WITH RESPECT TO THE COLLATERAL
OTHER THAN IN FAVOR OF SECURED PARTY OR AS PERMITTED BY THE CREDIT AGREEMENT.
SECTION 4.2
TAXES, ETC.
EACH DEBTOR AGREES TO PAY PRIOR TO
DELINQUENCY ALL TAXES, CHARGES, LIENS AND ASSESSMENTS AGAINST THE COLLATERAL
WHICH, IF UNPAID, MIGHT RESULT IN THE IMPOSITION OF A LIEN ON THE COLLATERAL;
PROVIDED, HOWEVER, DEBTORS SHALL NOT BE REQUIRED TO PAY ANY TAX, CHARGE, LIEN OR
ASSESSMENT THAT IS NOT YET PAST DUE OR IS BEING CONTESTED IN GOOD