PURCHASE AGREEMENT, WHICH
TITLE HAS BEEN AMENDED TO READ 'BUYER'S CREDIT OBLIGATIONS; CREDIT HOLDS; IPRINT
EMPLOYEES, SALE REPRESENTATIVES AND INDEPENDENT CONTRACTORS'; WHETHER EXISTING
OR ARISING AFTER THE DATE OF THIS AGREEMENT; WHETHER VOLUNTARY OR INVOLUNTARY;
WHETHER OR NOT JOINTLY OWNED WITH OTHERS; WHETHER DIRECT OR INDIRECT; OR WHETHER
ABSOLUTE OR CONTINGENT; AND WHETHER OR NOT FROM TIME TO TIME INCREASED,
DECREASED, EXTINGUISHED, CREATED, OR INCURRED.
2.
CREATION OF SECURITY INTEREST.
DEBTOR HEREBY GRANTS TO
SECURED PARTY A CONTINUING SECURITY INTEREST IN THE COLLATERAL TO SECURE PAYMENT
AND PERFORMANCE OF THE OBLIGATIONS.
3.
DEBTOR'S REPRESENTATIONS AND WARRANTIES.
DEBTOR HEREBY
REPRESENTS AND WARRANTS TO SECURED PARTY AS FOLLOWS:
(A)
ORGANIZATION.
DEBTOR IS A LIMITED LIABILITY COMPANY DULY
ORGANIZED, VALIDLY EXISTING, AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF
DELAWARE AND HAS ALL REQUISITE POWER AND AUTHORITY TO CARRY ON ITS BUSINESS AS
PRESENTLY CONDUCTED.
DEBTOR IS DULY QUALIFIED OR LICENSED TO DO BUSINESS AND IS
IN GOOD STANDING IN EACH
3
jurisdiction in which the nature of its business or its properties makes such
qualification or licensing necessary, other than in such jurisdictions where the
failure to be so qualified or licensed would not have a material adverse effect
on Debtor.
(B)
AUTHORITY.
DEBTOR HAS THE FULL RIGHT, CAPACITY, POWER, AND
AUTHORITY TO EXECUTE AND DELIVER THIS AGREEMENT, TO PERFORM ITS OBLIGATIONS
HEREUNDER AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY.
THIS
AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY DEBTOR, AND ASSUMING DUE
AUTHORIZATION, EXECUTION, AND DELIVERY BY SECURED PARTY, CONSTITUTES THE VALID
AND LEGALLY BINDING OBLIGATIONS OF DEBTOR ENFORCEABLE IN ACCORDANCE WITH ITS
TERMS AND CONDITIONS, EXCEPT AS MAY BE LIMITED (I) BY APPLICABLE BANKRUPTCY,
INSOLVENCY, REORGANIZATION, OR OTHER LAWS OF GENERAL APPLICATION AFFECTING
CREDITORS' RIGHTS GENERALLY OR (II) BY GENERAL PRINCIPLES OF EQUITY.
(C)
NO CONFLICT.
THE EXECUTION, DELIVERY AND PERFORMANCE BY
DEBTOR OF THIS AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
HEREBY WILL NOT (I) VIOLATE ANY STATUTE, ORDINANCE, REGULATION, ORDER, JUDGMENT
OR DECREE OF ANY COURT OR GOVERNMENTAL AGENCY OR BOARD; (II)
VIOLATE, CONFLICT
WITH, RESULT IN ANY BREACH OF, OR CONSTITUTE A DEFAULT (OR AN EVENT THAT, WITH
NOTICE OR LAPSE OF TIME OR BOTH, WOULD CONSTITUTE A DEFAULT) UNDER ANY CONTRACT
TO WHICH DEBTOR IS A PARTY OR BY WHICH IT IS BOUND (POSSIBLY OTHER THAN THE
CELTIC AGREEMENTS, DEBTOR BELIEVING THAT THOSE AGREEMENTS SPEAK FOR THEMSELVES
AND SECURED PARTY BELIEVING THAT CELTIC DOES NOT HAVE SUPERIOR RIGHTS TO THE
COLLATERAL BY VIRTUE OF THE TERMS CONTAINED IN THE CELTIC SUBORDINATION
AGREEMENT), OR UNDER ITS CERTIFICATE OF FORMATION OR LIMITED LIABILITY COMPANY
AGREEMENT; OR (III) RESULT IN THE CREATION OF A LIEN AGAINST THE COLLATERAL
EXCEPT THAT CREATED BY THIS AGREEMENT.
(D)
NO DEFENSES.
THERE ARE NO DEFENSES, COUNTERCLAIMS, OR SETOFFS
THAT MAY BE ASSERTED AGAINST SECURED PARTY WITH RESPECT TO THE COLLATERAL OR
PAYMENT OR PERFORMANCE OF THE OBLIGATIONS, EXCEPT AS OTHERWISE PROVIDED HEREIN
OR IN THE NOTES.
(E)
TITLE.
SUBJECT TO THE ACCURACY OF SECURED PARTY'S
REPRESENTATIONS AND WARRANTIES