EFTA01388705.pdf

violate, breach or conflict with (i) Debtor's or regulation which purports to restrict or regulate constituent documents, if Debtor is a corporation, Debtor's ability to borrow money, and (n) if partnership or other legal entity, (ii) any agreement, Debtor is a corporation, partnership or other legal contract or instrument to which Debtor is a party or entity, Debtor is owned, directly or indirectly, and by which Debtor or its properties are bound, or (iii) controlled by those parties or party set forth in any applicable law, regulation, decree, order or the Debtor's Information. like, (e) as a result of entering into this Agreement and after giving effect to the transactions 3. Debtor covenants and agrees with contemplated by this Agreement, Debtor is not, and Lender that: (a) Lender's sole duty with respect to will not be rendered, insolvent, (f) this Agreement the Collateral is to use such care as it uses for is the legal, valid and binding obligation of Debtor, similar property for its own account, and Lender enforceable against Debtor in accordance with its shall not be obligated to preserve rights in the terms, (g) the financial statements of Debtor Collateral against prior parties, (b) Debtor will (i) previously delivered to Lender in connection with be solely responsible for all matters relating to the the Obligations are true, correct and complete and Collateral, including ascertaining maturities, calls, fairly present the financial condition ofDebtor as of conversions, exchanges and tenders, (ii) not, and the date thereof and there has been no material will not purport to, grant or suffer Liens against, or adverse change in the financial condition of Debtor sell, transfer or dispose of any Collateral, (iii) from since the date of the last financial statement of time to time take all actions (including entering into Debtor, (h) Debtor is and at all times will continue any control agreement reasonably requested by to be the legal and beneficial owner of the Lender and otherwise cooperate with Lender in Collateral, (i) except for the security interest obtaining control with respect to that Collateral in granted to Lender hereunder, and except as which a security interest may be perfected by otherwise set forth on Schedule C hereto, Debtor control pursuant to the UCC, as hereinbelow owns the Collateral free and clear of any Lien (as defined or other applicable law) and make all defined in Schedule C hereto), (j) there are no filings and recordations requested by Lender in filings or recordations against the Collateral which connection with Lender's security interest in the grant or purport to grant a Lien in any Collateral to Collateral, (iv) promptly notify Lender of the any other person, (k) all Collateral which consists occurrence of any default hereunder or otherwise in of equity interests has been validly issued, and is respect of the Obligations, and (v) hold in trust for, fully paid and non-assessable, (I) there are no and forthwith pay over to Lender in the form actions or proceedings pending or threatened received (except for any necessary endorsements) before any court or governmental authority, all property, proceeds or distributions received by against or affecting Debtor, or if applicable, any of Debtor on account of any Collateral, (c) at any time Debtor's subsidiaries, that (i) purports to affect the and from time to time, Lender may transfer all or legality, validity or enforceability of this any part of the Collateral to Lender's name or that Agreement or the consummation of the of its nominee, and exercise all rights as if the transactions contemplated hereby or (ii) could absolute owner thereof, and file a proof of claim reasonably be expected to have a material adverse for, receive payments or distributions on, and effect on the financial condition, operations, exchange or release Collateral in any bankruptcy, business, assets, and prospects of Debtor, and if insolvency or similar proceeding, (d) Lender is applicable, Debtor's subsidiaries, (m) Debtor is not authorized to file financing statements and/or a (i) an "investment company" or a company copy of this Agreement and give notice to third "controlled" by an "investment company," within parties regarding the Collateral without Debtor's the meaning of the Investment Company Act of signature to the extent permitted by applicable law, 1940, as amended or (ii) subject to any other law (e) Debtor will not change any of the Debtor Confidential Contitlainal 46178v12 .2- CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0092416 CONFIDENTIAL SDNY GM_00238600 EFTA01388705