INTEREST IN THE COLLATERAL GRANTED HEREUNDER, NOR
COMPLIANCE BY THE GRANTOR WITH THE TERMS AND PROVISIONS HEREOF WILL VIOLATE
(I) ANY LAW, RULE, REGULATION, ORDER, WRIT, JUDGMENT, INJUNCTION, DECREE OR
AWARD BINDING ON THE GRANTOR, OR (II) THE GRANTOR'S CERTIFICATE OF INCORPORATION
OR BY-LAWS, OR (III) THE PROVISIONS OF ANY MATERIAL INDENTURE, INSTRUMENT OR
AGREEMENT TO WHICH THE GRANTOR IS A PARTY OR IS SUBJECT, OR BY WHICH IT, OR ITS
PROPERTY MAY BE BOUND OR AFFECTED, OR CONFLICT WITH OR CONSTITUTE A DEFAULT
THEREUNDER, OR RESULT IN OR REQUIRE THE CREATION OR IMPOSITION OF ANY LIEN IN,
OF OR ON THE PROPERTY OF THE GRANTOR PURSUANT TO THE TERMS OF ANY SUCH
INDENTURE, INSTRUMENT OR AGREEMENT (OTHER THAN ANY LIEN OF SECURED PARTY).
3.3.
PRINCIPAL LOCATION.
THE GRANTOR'S MAILING
ADDRESS AND THE LOCATION OF ITS PLACE OF BUSINESS (IF IT HAS ONLY ONE) OR ITS
CHIEF EXECUTIVE OFFICE (IF IT HAS MORE THAN ONE PLACE OF BUSINESS), IS DISCLOSED
IN EXHIBIT "A"; THE GRANTOR HAS NO OTHER PLACES OF BUSINESS EXCEPT THOSE SET
FORTH IN EXHIBIT "A".
3.4.
PROPERTY LOCATIONS.
THE INVENTORY, EQUIPMENT
AND FIXTURES OF THE GRANTOR ARE LOCATED SOLELY AT THE LOCATIONS OF THE GRANTOR
DESCRIBED IN EXHIBIT "A".
ALL OF SAID LOCATIONS ARE OWNED BY THE GRANTOR EXCEPT
FOR LOCATIONS (I) WHICH ARE LEASED BY THE GRANTOR AS LESSEE AND DESIGNATED IN
PART B OF EXHIBIT "A" AND (II) AT WHICH INVENTORY IS HELD IN A PUBLIC WAREHOUSE
OR
6
IS OTHERWISE HELD BY A BAILEE OR ON CONSIGNMENT BY THE GRANTOR AS DESIGNATED IN
PART C OF EXHIBIT "A", WITH RESPECT TO WHICH INVENTORY THE GRANTOR HAS DELIVERED
BAILMENT AGREEMENTS, WAREHOUSE RECEIPTS, FINANCING STATEMENTS OR OTHER DOCUMENTS
SATISFACTORY TO SECURED PARTY TO PROTECT SECURED PARTY'S SECURITY INTEREST IN
SUCH INVENTORY.
3.5.
NO OTHER NAMES; ETC..
WITHIN THE FIVE-YEAR
PERIOD PRECEDING THE DATE HEREOF, THE GRANTOR HAS NOT CONDUCTED BUSINESS UNDER
ANY NAME, CHANGED ITS JURISDICTION OF FORMATION, MERGED WITH OR INTO OR
CONSOLIDATED WITH ANY OTHER PERSON, EXCEPT AS DISCLOSED IN EXHIBIT "A".
THE
NAME IN WHICH THE GRANTOR HAS EXECUTED THIS SECURITY AGREEMENT IS THE EXACT NAME
AS IT APPEARS IN THE GRANTOR'S ORGANIZATIONAL DOCUMENTS, AS AMENDED, AS FILED
WITH THE GRANTOR'S JURISDICTION OF ORGANIZATION AS OF THE DATE HEREOF.
3.6.
NO DEFAULT.
NO EVENT OF DEFAULT OR EVENT
WHICH WITH THE PASSAGE OF TIME OR GIVING OF NOTICE, OR BOTH, WOULD CONSTITUTE AN
EVENT OF DEFAULT, EXISTS.
3.7.
ACCOUNTS AND CHATTEL PAPER.
THE NAMES OF THE
OBLIGORS, AMOUNTS OWING, DUE DATES AND OTHER INFORMATION WITH RESPECT TO THE
ACCOUNTS AND CHATTEL PAPER OWNED BY THE GRANTOR ARE AND WILL BE CORRECTLY STATED
IN ALL RECORDS OF THE GRANTOR RELATING THERETO AND IN ALL INVOICES AND REPORTS
WITH RESPECT THERETO FURNISHED TO SECURED PARTY BY THE GRANTOR FROM TIME TO
TIME.
AS OF THE TIME WHEN EACH ACCOUNT OR EACH ITEM OF CHATTEL PAPER ARISES,
THE GRANTOR SHALL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT SUCH ACCOUNT
OR CHATTEL PAPER, AS THE