PURCHASERS, DEPOSIT SUCH PAYMENTS AS REASONABLY DIRECTED BY THE MAJORITY
PURCHASERS.
THE COMPANY SHALL PLACE NOTATIONS UPON THE COMPANY'S BOOKS OF
ACCOUNT AND ANY FINANCIAL STATEMENT PREPARED BY THE COMPANY TO DISCLOSE THE
INVESTORS' LIEN IN THE COLLATERAL AND SHALL PROVIDE THE INVESTORS, AS REQUESTED
BY ANY OF THEM, SUCH SCHEDULES, DOCUMENTS AND/OR INFORMATION REGARDING THE
COLLATERAL AS AN INVESTOR MAY REQUIRE.
4.3.
PROTECTION OF COLLATERAL AND SECURITY
INTEREST.
THE COMPANY SHALL, AT ITS OWN COST AND EXPENSE, TAKE ANY AND ALL
ACTIONS NECESSARY TO DEFEND THE COLLATERAL AGAINST THE CLAIMS AND DEMANDS OF ALL
PARTIES AND TO DEFEND THE LIEN OF THE INVESTORS IN THE COLLATERAL AND THE
PRIORITY THEREOF AGAINST ANY LIEN, EXCEPT PERMITTED LIENS.
8
4.4.
FURTHER ASSURANCES.
(A)
ANY TIME AND FROM TIME TO TIME, UPON THE
WRITTEN REQUEST OF AN INVESTOR AND AT THE SOLE EXPENSE OF THE COMPANY, THE
COMPANY SHALL PROMPTLY AND DULY EXECUTE AND DELIVER ANY AND ALL SUCH FURTHER
INSTRUMENTS AND DOCUMENTS AND TAKE SUCH FURTHER ACTIONS AS SUCH INVESTOR MAY
REASONABLY REQUEST TO PRESERVE, PROTECT AND PERFECT THE SECURITY INTEREST AND
THE RIGHTS AND REMEDIES CREATED HEREBY.
(b)
Without limiting the generality of the
foregoing, the Company hereby authorizes the Investors to supplement this
Agreement by supplementing Schedule II, III or IV hereto or adding additional
schedules hereto to specifically identify any asset or item that may constitute
Copyrights, Patents or Trademarks.
4.5.
INSPECTION AND EXAMINATION.
AT SUCH
REASONABLE TIMES AND INTERVALS ON REASONABLE ADVANCE NOTICE TO THE COMPANY, THE
MAJORITY PURCHASERS SHALL HAVE THE RIGHT TO: (A) VISIT AND INSPECT THE COMPANY'S
PROPERTIES AND THE COLLATERAL; AND (B) INSPECT, AUDIT AND MAKE EXTRACTS FROM THE
COMPANY'S RELEVANT BOOKS AND RECORDS RELATING TO THE COLLATERAL; PROVIDED THAT
SUCH INSPECTIONS SHALL NOT OCCUR MORE THAN ONCE PER CALENDAR YEAR UNLESS AN
EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING.
THE COMPANY WILL
EXECUTE AND DELIVER TO THE INVESTORS ANY INSTRUMENT NECESSARY FOR THE INVESTORS
TO OBTAIN RECORDS FROM ANY SERVICE BUREAU MAINTAINING RECORDS FOR THE COMPANY.
NOTWITHSTANDING THE FOREGOING, THE COMPANY SHALL NOT DISCLOSE MATERIAL NONPUBLIC
INFORMATION OR PROVIDE ACCESS TO MATERIAL NONPUBLIC INFORMATION TO THE MAJORITY
PURCHASERS, UNLESS PRIOR TO DISCLOSING OR PROVIDING ACCESS TO SUCH INFORMATION
THE COMPANY IDENTIFIES SUCH INFORMATION AS BEING MATERIAL NONPUBLIC INFORMATION
AND PROVIDES THE MAJORITY PURCHASERS WITH THE OPPORTUNITY TO ACCEPT OR REFUSE TO
ACCEPT SUCH MATERIAL NONPUBLIC INFORMATION AND THE MAJORITY PURCHASERS ELECTING
TO RECEIVE SUCH MATERIAL NONPUBLIC INFORMATION SHALL ENTER INTO AN APPROPRIATE
CONFIDENTIALITY AGREEMENT WITH THE COMPANY WITH RESPECT THERETO.
4.6.
LIENS.
THE COMPANY SHALL NOT ENCUMBER,
MORTGAGE, PLEDGE, ASSIGN OR GRANT ANY LIEN IN ANY COLLATERAL TO ANY PERSON OTHER
THAN THE INVESTORS, EXCEPT FOR PERMITTED LIENS.
4.7.
USE AND DISPOSITION OF COLLATERAL.
THE
COMPANY SHALL: (A) NOT DISPOSE OF ANY OF THE COLLATERAL WHETHER BY SALE, LEASE
OR OTHERWISE EXCEPT FOR (I) THE SALE OF INVENTORY IN THE ORDINARY COURSE OF
BUSINESS, (II) THE DISPOSITION OR TRANSFER OF OBSOLETE, EXCESS OR WORN-OUT
EQUIPMENT IN THE ORDINARY COURSE