Pride Park
Derby DE24 8LZ
5.8
INVENTORY.
ALL INVENTORY CURRENTLY OWNED BY
BORROWER IS LOCATED AT THE ADDRESSES SET FORTH IN SECTION 5.7 ABOVE.
5.9
CHANGES.
BORROWER WILL PROMPTLY NOTIFY
LENDER IN WRITING OF ANY CHANGE IN THE LOCATION OF ITS CHIEF EXECUTIVE OFFICE OR
OF ANY OTHER PLACE OF BUSINESS OR OF ANY INVENTORY OR ACCOUNT OR OF THE
ESTABLISHMENT OF ANY NEW PLACE OF BUSINESS OR LOCATION OF INVENTORY, ACCOUNT OR
OFFICE WHERE THE RECORDS OF ITS ACCOUNTS ARE KEPT.
5.10
FINANCIAL STATEMENTS.
BORROWER'S FINANCIAL
STATEMENTS DATED NOVEMBER 30, 2004 PREVIOUSLY DELIVERED TO LENDER ARE THE LATEST
AVAILABLE FINANCIAL STATEMENTS AND FAIRLY REPRESENT BORROWER'S FINANCIAL
CONDITION AS OF THE DATE OF THIS AGREEMENT.
BORROWER OWNS ALL OF ITS PERSONAL
PROPERTY AND HAS GOOD, CLEAR AND MARKETABLE TITLE THERETO, FREE AND CLEAR OF ALL
LIENS AND ENCUMBRANCES (EXCEPT PERMITTED LIENS), AND THERE ARE NO OUTSTANDING
COMMITMENTS OF BORROWER RELATIVE TO THE PURCHASE, SALE, MORTGAGE, LEASE OR
LICENSE OF SAID PROPERTY, OTHER THAN IN THE USUAL COURSE OF BUSINESS.
5.11
SUBSIDIARIES; INVESTMENTS.
BORROWER HAS NO
SUBSIDIARIES.
BORROWER DOES NOT OWN ANY CAPITAL STOCK, BONDS OR OTHER
SECURITIES OR INSTRUMENTS OF, AND DOES NOT HAVE ANY PROPRIETARY INTEREST IN, ANY
OTHER CORPORATION, LIMITED LIABILITY COMPANY, GENERAL OR LIMITED PARTNERSHIP,
FIRM, ASSOCIATION OR BUSINESS ORGANIZATION, ENTITY OR ENTERPRISE.
5.12
LIENS. BORROWER OWNS ALL RIGHT, TITLE AND
INTEREST IN AND TO THE COLLATERAL, FREE OF ANY MORTGAGE, DEED OF TRUST, PLEDGE,
HYPOTHECATION, ASSIGNMENT FOR SECURITY, SECURITY INTEREST, ENCUMBRANCE, LEVY,
LIEN OR CHARGE OF ANY KIND, WHETHER VOLUNTARILY INCURRED OR ARISING BY OPERATION
OF LAW OR OTHERWISE, AGAINST ANY PROPERTY, ANY CONDITIONAL SALE OR OTHER TITLE
RETENTION AGREEMENT, ANY LEASE IN THE NATURE OF A SECURITY INTEREST, AND THE
FILING OF ANY FINANCING STATEMENT (OTHER THAN A PRECAUTIONARY FINANCING
STATEMENT WITH RESPECT TO A LEASE THAT IS NOT IN THE NATURE OF A SECURITY
INTEREST) UNDER THE CALIFORNIA UNIFORM COMMERCIAL CODE OR COMPARABLE LAW OF ANY
JURISDICTION ("LIENS") WHATSOEVER, EXCEPT FOR THE PERMITTED LIENS (AS DEFINED IN
SECTION 6.4).
5.13
VALID AND CONTINUING SECURITY INTEREST.
THE
SECURITY INTEREST GRANTED PURSUANT TO THIS AGREEMENT WILL CONSTITUTE A VALID,
CONTINUING AND, UPON THE FILING OF APPROPRIATE REGISTRATION DOCUMENTATION AT HM
LAND REGISTRY AND WITH THE REGISTRAR OF COMPANIES, FIRST PRIORITY PERFECTED
SECURITY INTEREST IN FAVOR OF THE LENDER IN THE COLLATERAL.
6
5.14
FURTHER REPRESENTATIONS AND WARRANTIES.
BORROWER
FURTHER REPRESENTS AND WARRANTS THAT EACH OF THE OBLIGATIONS SECURED HEREBY AND
EACH OF THE REPRESENTATIONS AND WARRANTIES MADE HEREIN IS TRUE AND CORRECT AS OF
THE DATE HEREOF.
6.
GENERAL OBLIGATIONS OF DEBTOR.
6.1
FILINGS.
BORROWER AGREES TO REIMBURSE
LENDER FOR THE COST OF ANY FILINGS IN ALL PUBLIC OFFICES WHEREVER FILING IS
REQUIRED BY APPLICABLE LAW TO PERFECT A SECURITY INTEREST OR IS DEEMED BY LENDER
TO BE REASONABLY NECESSARY OR DESIRABLE AND TO EXECUTE SUCH OTHER DOCUMENTS AS
THE LENDER SHALL REASONABLY REQUEST WITH RESPECT TO PERFECTION OF THE SECURITY
INTEREST GRANTED HEREUNDER.
A CARBON, PHOTOGRAPHIC OR OTHER REPRODUCTION OF
THIS AGREEMENT OR OF