BORROWER IN THE TOTAL AGGREGATE PRINCIPAL AMOUNT OF UP TO $2,000,000 AS
EVIDENCED BY ONE OR MORE NOTES AND ALL OBLIGATIONS OF BORROWER UNDER THE NOTE OR
NOTES, INCLUDING THE LOAN AND ALL INTEREST, FEES,
4
CHARGES AND EXPENSES, AND INCLUDING BUT NOT LIMITED TO EXPENSES WITH RESPECT TO
THE ENFORCEMENT OF ANY RIGHTS AND REMEDIES OF LENDER HEREUNDER (COLLECTIVELY,
THE "SECURED LIABILITIES").
4.
FURTHER ASSURANCES.
FROM AND AFTER THE
DATE HEREOF, BORROWER AGREES TO EXECUTE AND DELIVER SUCH OTHER DOCUMENTS AND
INSTRUMENTS AS THE LENDER MAY REASONABLY REQUEST WITH REGARD HERETO.
5.
DEBTOR'S REPRESENTATIONS AND
WARRANTIES.
BORROWER REPRESENTS AND WARRANTS THAT, EXCEPT AS SET FORTH IN THE
DISCLOSURE LETTER DATED DECEMBER 15, 2004 DELIVERED TO LENDER PURSUANT TO THAT
CERTAIN DEED OF WARRANTY AND INDEMNITY DATED DECEMBER 15, 2004 AMONG LENDER AND
THE WARRANTORS NAMED THEREIN:
5.1
INCORPORATION.
BORROWER IS A CORPORATION
DULY ORGANIZED AND VALIDLY EXISTING UNDER THE LAWS OF ENGLAND AND WALES;
BORROWER HAS THE CORPORATE POWER TO OWN ITS PROPERTY AND CONDUCT ITS BUSINESS AS
PRESENTLY CONDUCTED.
5.2
AUTHORIZATION.
THE EXECUTION, DELIVERY AND
PERFORMANCE HEREOF ARE WITHIN THE BORROWER'S CORPORATE POWERS, HAVE BEEN DULY
AUTHORIZED BY A RESOLUTION ARE NOT IN CONTRAVENTION OF LAW NOR OF THE TERMS OF
BORROWER'S ARTICLES OR MEMORANDUM OF ASSOCIATION, NOR OF ANY INDENTURE,
AGREEMENT OR UNDERTAKING TO WHICH THE BORROWER IS A PARTY OR BY WHICH IT IS
BOUND.
5.3
RECORDS.
ALL ORGANIZATIONAL PAPERS AND ALL
AMENDMENTS THERETO OF BORROWER HAVE BEEN DULY FILED WITH THE APPROPRIATE
AUTHORITIES [(AND A FORM 395 WILL BE FILED WITHIN THE PRESCRIBED TWENTY-ONE (21)
DAY PERIOD IN RESPECT OF THE SECURITY GRANTED ABOVE)] AND ARE IN PROPER ORDER.
ALL CAPITAL STOCK ISSUED BY BORROWER AND OUTSTANDING WAS AND IS PROPERLY ISSUED
AND PAID FOR AND ALL BOOKS, RECORDS AND REPORTS OF BORROWER, INCLUDING BUT NOT
LIMITED TO ITS MINUTE BOOKS, BY-LAWS, CERTIFICATES OF CONDITION AND BOOKS OF
ACCOUNT, ARE ACCURATE AND UP TO DATE AND WILL BE SO MAINTAINED.
5.4
LITIGATION; NO CONFLICTS.
NO LITIGATION IS
EITHER THREATENED, CONTEMPLATED OR PENDING TO BORROWER'S KNOWLEDGE, THAT WILL
MATERIALLY AND ADVERSELY AFFECT BORROWER'S FINANCIAL CONDITION EXCEPT AS
PREVIOUSLY DISCLOSED TO LENDER IN WRITING.
NO HOLDING, DECISION OR JUDGMENT HAS
BEEN RENDERED BY ANY GOVERNMENTAL AUTHORITY WHICH WOULD LIMIT, CANCEL OR
QUESTION THE VALIDITY OF, OR BORROWER'S RIGHTS IN, ANY OF THE COLLATERAL.
NO
ACTION OR PROCEEDING SEEKING TO LIMIT, CANCEL OR QUESTION THE VALIDITY OF ANY
COLLATERAL OWNED BY BORROWER OR BORROWER'S OWNERSHIP INTEREST THEREIN IS ON THE
DATE HEREOF PENDING OR, TO THE KNOWLEDGE OF BORROWER, THREATENED.
5.5
PRINCIPAL PLACE OF BUSINESS.
BORROWER'S
PRINCIPAL PLACE OF BUSINESS IS LOCATED AT NORTH FELAW MALTINGS, 48 FELAW STREET,
IPSWICH, SUFFOLK IP2 8HE.
5.6
ACCOUNTS.
BORROWER KEEPS ITS RECORDS
CONCERNING ITS ACCOUNTS AT NORTH FELAW MALTINGS, 48 FELAW STREET, IPSWICH,
SUFFOLK IP2 8HE.
5.7
OFFICES.
Borrower's chief executive office is located at:
5
North Felaw Maltings, 48 Felaw Street
Ipswich, Suffolk IP2 8HE
Borrower has additional offices located at:
Unit 1, Melbourne Business Court, Millennium Way,