SECURITY AGREEMENT
This
SECURITY AGREEMENT,
dated as of June 10, 2008 (this "Agreement"), is
among Perf-Go Green
Holdings, Inc., a
Delaware corporation
(the "Company" or
"Debtor"), and the
holder or holders of the Company's 10% Senior Secured
Convertible Debenture
in the original aggregate principal amount of up to
$5,000,000 (plus an
additional 20% of such principal amount, at the option of
the Company's
placement agent)
(each, a "Debenture,"
and collectively, the
"Debentures"),
signatory hereto,
their endorsees, transferees and assigns
(collectively referred to as, the "Secured Parties").
W I T N E S S E T H:
WHEREAS, pursuant to
subscription
agreements
entered into between the
Company and the Secured Parties (the "Subscription Agreement"), Company has
agreed to issue to the Secured Parties and the Secured
Parties have
severally
agreed to purchase from Company the Debentures which are
convertible into shares
of Company's Common Stock, par value $.0001 per share (the
"Common Stock").
In
connection therewith,
Company shall issue
the Secured Parties
certain Common
Stock purchase warrants (the "Warrants"); and
WHEREAS, pursuant to
the Debentures,
the Secured
Parties have
severally
agreed to extend the loans to the Company evidenced by the
Debentures; and
WHEREAS, in order to
induce the Secured Parties to extend the loans
evidenced by the Debentures, the Debtor has agreed to execute and
deliver to the
Secured Parties this Agreement and to grant the Secured Parties,
pari passu with
each other Secured Party, a perfected first priority lien and
security interest
in certain property of the Debtor to secure the prompt payment,
performance and
discharge in full of all of the Company's obligations under the
Debentures.
NOW,
THEREFORE, in consideration of the agreements herein contained and
for
other good and valuable consideration, the receipt and sufficiency of
which is
hereby acknowledged, the parties hereto hereby agree as
follows:
1.
Certain Definitions.
As used in this
Agreement,
the following
terms
shall have
the meanings set forth in this Section 1. Terms used but not
otherwise defined in
this Agreement
that are defined in Article 9 of the
UCC
(such as "account", "chattel paper", "commercial tort claim",
"deposit account",
"document", "equipment",
"fixtures",
"general
intangibles",
"goods",
"instruments",
"inventory",
"investment property",
"letter-of-credit rights",
"proceeds" and
"supporting
obligations") shall
have the respective
meanings
given such terms in Article 9 of the UCC.
(a)
"Collateral"
means the collateral in which the Secured Parties are
granted a security
interest by this
Agreement and which shall include the
following personal
property of the Debtor, whether presently owned or
existing
or hereafter
acquired or coming
into existence,
wherever situated, and all
additions and accessions thereto and all substitutions and
replacements thereof,
and all proceeds, products and accounts thereof, including,
without
limitation,
all proceeds
from the sale or
transfer of the Collateral and of insurance
covering the same and of any tort claims in connection
therewith:
(i)
All goods, including, without limitations, (A) all machinery,
equipment, computers, motor vehicles, trucks, appliances,
furniture, special and
general tools, fixtures, test and quality control devices and other
equipment of
every kind and nature and wherever situated, together with all documents of
title and documents representing the same, all additions and
accessions thereto,
replacements therefor,
all parts therefor,
and all substitutes
for any of the
<PAGE>
foregoing and all
other items used and useful in connection with the Debtor's
businesses and all improvements thereto; and (B) all inventory;
(ii)
All contract rights and other general intangibles, including, without
limitation, all
partnership interests,
membership
interests,
stock or other
securities, rights under any of the Organizational Documents,
agreements related
to any pledged securities, licenses, distribution and other
agreements, computer
software (whether "off-the-shelf", licensed from any third party or
developed by
the Debtor), computer software development rights, leases,
franchises,
customer
lists, quality control
procedures,
grants and rights,
goodwill, trademarks,
service marks,
trade styles, trade names, patents, patent applications,
copyrights, and income tax refunds;
(iii) All accounts,
together with all instruments, all documents of title
representing any of
the foregoing,
all rights in any merchandising, goods,
equipment, motor
vehicles and trucks which any of the same may represent, and
all right,
title, security and guaranties with respect to each account,
including any right of stoppage in transit;
(iv)
All documents, letter-of-credit rights, instruments and chattel
paper;
(v)
All commercial tort claims;
(vi)
All deposit accounts
and all cash (whether
or not deposited in
such
deposit accounts);
(vii) All investment property;
(viii) All supporting obligations;
(ix)
All files, records,
books of account,
business papers, and
computer
programs; and
(x)
the products and proceeds of all of the foregoing Collateral set forth
in clauses (i)-(ix) above.
Notwithstanding the foregoing, nothing herein shall be deemed to
constitute
an assignment of any asset which, in the event of an assignment,
becomes void by
operation of applicable law or the assignment of which is otherwise
prohibited
by applicable law (in
each case to the extent that such applicable law is not
overridden by Sections
9-406, 9-407 and/or 9-408 of the UCC or
other similar
applicable law); provided, however, that to the extent permitted by
applicable
law, this Agreement shall create a valid security interest in such
asset and, to
the extent permitted
by applicable
law, this Agreement shall create a valid
security interest in the proceeds of such asset.
(b)
"Intellectual
Property" means the collective reference to all rights,
priorities and privileges relating to intellectual property, whether arising
under United States,
multinational
or foreign laws or
otherwise,
including,
without limitation,
(i) all copyrights arising under the laws of the United
States, any
other country or any political subdivision thereof, whether
registered or
unregistered
and whether published or unpublished, all
registrations and
recordings
thereof, and all applications in connection
therewith, including,
without limitation, all registrations, recordings and
applications in the United States Copyright Office, (ii) all letters patent of
the United States, any other country or any political subdivision thereof, all
reissues and extensions thereof, and all applications for letters
patent of the
United States
or any other country and all divisions, continuations and
continuations-in-part
thereof, (iii) all
trademarks,
trade names,
corporate
names, company names,
business names,
fictitious business
names, trade dress,
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service marks, logos, domain names and other source or business
identifiers, and
all goodwill
associated
therewith,
now existing or hereafter adopted or
acquired, all
registrations
and recordings
thereof, and all applications in
connection therewith,
whether in the United
States Patent and Trademark Office
or in any similar
office or agency of the United States, any State thereof or
any other country or any political subdivision thereof, or otherwise,
and all
common law rights related thereto, (iv) all trade secrets arising
under the laws
of the United States,
any other country or any political subdivision thereof,
(v) all rights to obtain any reissues, renewals or extensions of the
foregoing,
(vi) all licenses for any of the foregoing, and (vii) all causes of action
for
infringement of the foregoing.
(c)
"Majority in Interest " shall mean, at any time of determination, the
majority in interest (based on then-outstanding principal amounts of
Debentures
at the time of such determination) of the Secured Parties.
(d)
"Necessary
Endorsement " shall
mean undated stock powers endorsed in
blank or other proper
instruments of
assignment
duly executed and such
other
instruments or
documents as the Agent (as that term is
defined below) may
reasonably request.
(e)
"Obligations"
means
all obligations under this Agreement, the
Debentures, and any
other instruments,
agreements or other
documents executed
and/or delivered in connection herewith or therewith, in each case, whether now
or hereafter existing, voluntary or involuntary, direct or
indirect, absolute or
contingent, liquidated or unliquidated, whether or not jointly owed
with others,
and whether
or not from
time to time
decreased or extinguished and later
increased, created or
incurred, and all or
any portion of such
obligations or
liabilities that are
paid, to the
extent all or any part of such
payment is
avoided or recovered directly or indirectly from any of the Secured
Parties as a
preference, fraudulent transfer or otherwise as such obligations
may be amended,
supplemented,
converted, extended
or modified from time to time. Without
limiting the generality of the foregoing, the term "Obligations" shall
include,
without limitation:
(i) principal of, and
interest on the
Debentures and the
loans extended
pursuant thereto; (ii) any and all other
fees, indemnities,
costs, obligations
and liabilities of the
Debtor from time to time under or in
connection with this
Agreement,
the Debentures, and any other instruments,
agreements or other documents executed and/or delivered in
connection
herewith
or therewith; and
(iii) all amounts (including but not limited to post-petition
interest) in respect
of the foregoing
that would be payable
but for the fact
that the obligations to pay such amounts are unenforceable or not allowable
due
to the existence of a bankruptcy, reorganization or similar
proceeding involving
the Debtor.
(f) "Organizational Documents" means with respect to the Debtor, the
documents by
which the Debtor was organized (such as a certificate of
incorporation,
certificate of limited
partnership or articles of organization,
and including, without limitation, any certificates of designation
for preferred
stock or other forms
of preferred
equity) and which relate to the internal
governance of the
Debtor (such as bylaws, a partnership agreement or an
operating, limited liability or members agreement).
(g)
"UCC" means the Uniform Commercial Code of the State of New York
and or
any other applicable
law of any state or
states which has
jurisdiction
with
respect to all, or any portion of, the Collateral or this
Agreement,
from time
to time. It is the intent of the parties that defined terms in the
UCC should be
construed in
their broadest sense so that the term "Collateral" will be
construed in its broadest sense. Accordingly if there are, from time to
time,
changes to defined
terms in the UCC that
broaden the definitions, they are
incorporated herein and if existing definitions in the UCC are broader
than the
amended definitions, the existing ones shall be controlling.
2.
Grant of Perfected First Priority Security Interest. As an inducement
for the Secured
Parties to extend the loans as evidenced by the Debentures and
to secure the complete and timely payment, performance and
discharge in full, as
the case may be, of all of the Obligations, the Debtor hereby unconditionally
3
<PAGE>
and irrevocably
pledges, grants and hypothecates to the Secured Parties a
continuing and perfected security interest in and to, a lien upon
and a right of
set-off against all of their respective right, title and interest of
whatsoever
kind and nature in and to, the Collateral other than Permitted
Liens (as defined
in the Debentures) (the "Security Interest").
3.
Delivery of Certain Collateral. Contemporaneously or prior to the
execution of this
Agreement, the Debtor
shall deliver or cause to be delivered
to the Agent (a) any and all certificates and other instruments
representing or
evidencing pledged
securities,
and (b) any and
all certificates and other
instruments or documents representing any of the other Collateral,
in each case,
together with all Necessary Endorsements. The Debtor is, contemporaneously
with
the execution hereof,
delivering
to Agent, or have previously delivered to
Agent, a true and
correct copy of each
Organizational
Document governing
any
pledged securities.
4.
Representations, Warranties, Covenants and Agreements of the
Debtor. The
Debtor represents
and warrants to, and
covenants and agrees with, the Secured
Parties as follows:
(a)
The Debtor has the
requisite corporate,
power and authority to
enter
into this Agreement and otherwise to carry out its obligations hereunder. The
execution, delivery
and performance
by the Debtor of this
Agreement and the
filings contemplated
therein have been duly
authorized by all necessary action
on the part of the Debtor and no further action is required by the
Debtor. This
Agreement has been duly executed by the Debtor. This Agreement constitutes the
legal, valid and
binding obligation of the Debtor, enforceable against the
Debtor in accordance with its terms except as such enforceability
may be limited
by applicable bankruptcy, insolvency, reorganization and similar
laws of general
application relating to or affecting the rights and remedies of
creditors and by
general principles of equity.
(b)
The Debtor has no place of business or offices where their respective
books of account and records are kept (other than temporarily at the offices of
its attorneys or accountants) or places where Collateral is stored or
located,
except as set forth on
Schedule A
attached hereto. Except as disclosed on
Schedule A, none of
such Collateral
is in the possession of any consignee,
bailee, warehouseman, agent or processor.
(c)
Except for Permitted Liens (as defined in the Debentures), the Debtor
is the sole owner of the Collateral (except for non-exclusive
licenses granted
by the Debtor in the ordinary course of business), free and clear of any liens,
security interests,
encumbrances, rights or claims, and are fully authorized to
grant the Security Interest. There is not on file in any governmental or
regulatory authority,
agency
or recording office an effective financing
statement, security
agreement, license or
transfer or any notice of any of the
foregoing (other than
those that will be filed in favor of the Secured Parties
pursuant to this Agreement) covering or affecting any of the
Collateral. So long
as this Agreement shall be in effect, the Debtor shall not execute
and shall not
knowingly permit to be
on file in any such office or agency any such financing
statement or other
document or instrument (except to the extent filed or
recorded in
favor of the Secured Parties pursuant to the terms of this
Agreement).
(d)
No written claim has been received that any Collateral or the Debtor's
use of any Collateral
violates the rights of any third party. There has been no
adverse decision to
the Debtor's
claim of ownership rights in or exclusive
rights to use the
Collateral in any
jurisdiction or to the
Debtor's right to
keep and maintain
such Collateral in full force and effect,
and there is no
proceeding involving
said rights pending or, to the best knowledge of the
Debtor, threatened before any court, judicial body, administrative
or regulatory
agency, arbitrator or other governmental authority.
4
<PAGE>
(e)
The Debtor shall at all times maintain its books of account and
records
relating to the Collateral at its principal place of business and
its Collateral
at the locations
set forth on Schedule
A attached hereto and
may not relocate
such books of account and records or tangible Collateral unless it delivers to
the Secured Parties at least 30 days prior to such relocation (i)
written notice
of such relocation and the new location thereof (which must be
within the United
States) and (ii) evidence that appropriate financing statements under the UCC
and other necessary
documents have been filed and recorded and other steps have
been taken to perfect
the Security
Interest to create in
favor of the Secured
Parties a valid,
perfected and continuing perfected first priority lien in
the
Collateral.
(f)
This Agreement creates in favor of the Secured Parties a valid,
security interest in the Collateral, subject only to Permitted
Liens (as defined
in the Debentures),
securing the payment
and performance of the
Obligations.
Upon making the filings described in the immediately following paragraph, all
security interests created hereunder in any Collateral which may be
perfected by
filing Uniform
Commercial
Code financing statements shall have been duly
perfected. Except
for the filing of the Uniform Commercial Code financing
statements referred to in the immediately following paragraph, the recordation
of the Intellectual
Property Security Agreement (as defined below) with respect
to copyrights and copyright applications in the United States
Copyright Office
referred to in paragraph (m), the execution and delivery of deposit
account
control agreements satisfying the requirements of Section
9-104(a)(2) of the UCC
with respect to each
deposit account of the Debtor,
and the delivery of the
certificates and other instruments provided in Section 3, no action
is necessary
to create, perfect or protect the security interests created
hereunder. Without
limiting the
generality
of the foregoing, except for the filing of said
financing statements,
the recordation of
said Intellectual
Property Security
Agreement, and the
execution and delivery of said deposit account control
agreements, no consent
of any third parties and no authorization, approval or
other action by, and no notice to or filing with, any governmental
authority or
regulatory body is
required for (i) the execution, delivery and performance of
this Agreement,
(ii) the creation or perfection of the Security Interests
created hereunder in
the Collateral or
(iii) the enforcement
of the rights of
the Secured Parties hereunder.
(g)
The Debtor hereby
authorizes the Secured
Parties, or any of
them, to
file one or more
financing statements
under the UCC, with respect to the
Security Interest
with the proper filing and recording agencies in any
jurisdiction deemed proper by them.
(h)
The execution, delivery and performance of this Agreement by the
Debtor
does not (i) violate any of the provisions of any Organizational Documents of
the Debtor or any judgment, decree, order or award of any court,
governmental
body or arbitrator or any applicable law, rule or regulation
applicable to the
Debtor or (ii)
conflict with,
or constitute a default (or an event
that with
notice or lapse of time or both would become a default) under, or
give to others
any rights of termination, amendment, acceleration or cancellation (with or
without notice, lapse of time or both) of, any agreement,
credit facility,
debt
or other instrument (evidencing the Debtor's debt or otherwise) or other
understanding to which
the Debtor is a party or by which any property or asset
of the Debtor is bound or affected. No consent (including,
without
limitation,
from stockholders
or creditors of the Debtor) is required
for the Debtor to
enter into and perform its obligations hereunder.
(i)
The Debtor shall at all times maintain the liens and Security
Interest
provided for hereunder as valid and perfected first priority liens and
security
interests in the Collateral in favor of the Secured Parties until
this Agreement
and the Security Interest hereunder shall be terminated
pursuant to Section
11
hereof. The Debtor
hereby agrees to defend the same against
the claims of any
and all persons
and entities. The Debtor shall safeguard and protect all
Collateral for the account of the Secured Parties. At the request
of the Secured
Parties, the Debtor
will sign and deliver to the Secured Parties at any time or
from time to time one or more financing statements pursuant to the UCC in form
reasonably
satisfactory to the
Secured Parties and will pay the cost of filing
the same in all public offices wherever filing is, or is deemed by the
Secured
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<PAGE>
Parties to be,
necessary or
desirable to effect the rights and obligations
provided for herein.
Without limiting the
generality
of the foregoing, the
Debtor shall pay all
fees, taxes and other
amounts necessary to maintain the
Collateral and the Security Interest hereunder, and the Debtor shall obtain
and
furnish to the Secured
Parties from time to time, upon demand, such releases
and/or subordinations
of claims and liens which may be required to maintain the
priority of the Security Interest hereunder.
(j)
The Debtor will not transfer, pledge, hypothecate, encumber, license,
sell or otherwise
dispose of any of the
Collateral
(except in the ordinary
course of business) without the prior written consent of a Majority
in Interest.
(k)
The Debtor shall keep and preserve its equipment, inventory and other
tangible Collateral in good condition, repair and order and shall
not operate or
locate any such
Collateral (or cause
to be operated
or located) in any area
excluded from insurance coverage.
(l)
The Debtor shall maintain with financially sound and reputable
insurers, insurance with respect to the Collateral against loss or
damage of the
kinds and in the amounts customarily insured against by
entities of established
reputation having similar properties similarly situated and in such
amounts as
are customarily
carried under similar
circumstances by other such entities and
otherwise as is prudent for entities engaged in similar businesses but in any
event sufficient to
cover the full
replacement cost
thereof. Copies of such
policies or the related certificates, in each case, naming the Agent as
lender
loss payee and
additional
insured shall be delivered to the Agent at least
annually and at the time any new policy of insurance is issued.
(m)
The Debtor shall,
within five (5) days of obtaining knowledge thereof,
advise the Secured Parties promptly, in sufficient detail, of any substantial
change in the Collateral, and of the occurrence of any event
which would have a
material adverse
effect on the value of the Collateral or on the Secured
Parties' security interest therein.
(n)
The Debtor shall
promptly execute and
deliver to the Secured
Parties
such further deeds,
mortgages,
assignments,
security agreements, financing
statements or other instruments, documents, certificates and
assurances and take
such further action as the Secured Parties may from time to time
request and may
in its sole discretion
deem necessary to perfect, protect or enforce its
security interest
in the Collateral including, without limitation, if
applicable, the
execution and delivery of a separate security agreement with
respect to the Debtor's Intellectual Property ("Intellectual Property Security
Agreement") in which the Secured Parties have been granted a
security interest
hereunder,
substantially in a
form acceptable to the
Secured Parties,
which
Intellectual Property Security Agreement, other than as stated
therein, shall be
subject to all of the terms and conditions hereof.
(o)
The Debtor shall permit the Secured Parties and their representatives
and agents to inspect the Collateral at any time, and to
make copies of records
pertaining to the Collateral as may be requested by a Secured Party
from time to
time.
(p)
The Debtor shall take
all steps reasonably
necessary to diligently
pursue and seek to preserve, enforce and collect any rights,
claims, causes of
action and accounts receivable in respect of the Collateral.
(q)
The Debtor shall
promptly, and in any event within five (5) days of
such event, notify the
Secured Parties in sufficient detail upon becoming aware
of any attachment,
garnishment, execution or other legal process levied against
any Collateral
and of any other
information
received by the Debtor that may
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<PAGE>
materially affect the
value of the
Collateral, the
Security Interest or the
rights and remedies of the Secured Parties hereunder.
(r)
All information heretofore, herein or hereafter supplied to the
Secured
Parties by or on behalf of the Debtor with respect to the
Collateral is accurate
and complete in all material respects as of the date furnished.
(s)
The Debtor
shall at all
times preserve and keep in full force and
effect their
respective valid
existence and good standing and any rights
and
franchises material to its business.
(t)
The Debtor will not change its name, type of organization,
jurisdiction
of organization,
organizational identification number (if it has one), legal or
corporate structure,
or identity, or add any new fictitious name unless it
provides at least 30 days prior written notice to the Secured Parties of such
change and, at the time of such written notification, the Debtor provides any
financing statements
or fixture
filings necessary to perfect and continue
perfected the
perfected Security Interest granted and evidenced by this
Agreement.
(u)
The Debtor
may not relocate its chief executive office to a new
location without
providing 30 days
prior written
notification thereof
to the
Secured Parties and so
long as, at the time of such written notification, the
Debtor provides any financing statements or fixture filings
necessary to perfect
and continue perfected
the perfected security Interest granted and evidenced by
this Agreement.
(v)
(i) The actual name of the Debtor is the name set forth in the
preamble
above; (ii) the
Debtor has not used any trade names except as set forth on
Schedule B attached
hereto; (iii) the Debtor has not used any
name other than
that stated
in the preamble hereto or as set forth on Schedule B for the
preceding five
years; and (iv) no entity has
merged into the Debtor or been
acquired by the
Debtor within the past five years except as set forth on
Schedule B.
(w)
At any time and from
time to time that
any Collateral consists of
instruments,
certificated
securities or other
items that require or permit
possession by the secured party to perfect the security interest
created hereby,
the Debtor shall deliver such Collateral to the Agent.
(x)
The Debtor shall cause all tangible chattel paper constituting
Collateral to be
delivered to the Agent, or, if such delivery is not
possible,
then to cause such tangible chattel paper to contain a legend
noting that it is
subject to the security interest created by this
Agreement. To the
extent that
any Collateral
consists of electronic chattel paper, the Debtor shall cause
the
underlying chattel
paper to be "marked"
within the meaning of Section 9-105 of
the UCC (or successor section thereto).
(y)
If there is any
investment property
or deposit
account included as
Collateral that can be
perfected by "control" through an account control
agreement, the Debtor shall cause such an account control
agreement, in form and
substance in each case
satisfactory to the Secured Parties, to be entered into
and delivered to the Secured Parties.
(z)
To the extent that any Collateral consists of letter-of-credit
rights,
the Debtor shall cause the issuer of each underlying letter of
credit to consent
to an assignment of the proceeds thereof to the Secured
Parties.
(aa)
To the extent that any
Collateral is in the
possession of any
third
party, the Debtor
shall join with the Secured Parties in notifying such third
party of the Secured Parties' security interest in such Collateral
and shall use
its best efforts to
obtain an
acknowledgement and
agreement from such third
party with respect to the Collateral, in form and substance satisfactory
to the
Secured Parties.
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(bb)
If the Debtor
shall at any time hold
or acquire a
commercial
tort
claim, the Debtor
shall promptly notify the Secured Parties in a writing signed
by the Debtor of the
particulars thereof
and grant to the
Secured Parties in
such writing a security interest therein and in the proceeds
thereof, all upon
the terms of this
Agreement, with
such writing to be in form and substance
satisfactory to the Secured Parties.
(cc)
Within five (5) days
of the formation
of any new direct or
indirect
subsidiary, the Debtor shall cause each subsidiary to immediately
become a party
hereto (an "Additional
Debtor"), by executing and delivering an Additional
Debtor Joinder in
substantially the form
of Annex A attached hereto and comply
with the provisions hereof applicable to the Debtor. Concurrent therewith, the
Additional Debtor shall deliver replacement schedules for, or
supplements to all
other Schedules to (or
referred to in) this
Agreement, as
applicable,
which
replacement schedules
shall supersede, or supplements shall modify, the
Schedules then in effect. The Additional Debtor shall also deliver
such opinions
of counsel,
authorizing
resolutions, good
standing certificates,
incumbency
certificates,
organizational
documents,
financing
statements and
other
information and
documentation as the
Secured Parties may
reasonably
request.
Upon delivery of the foregoing to the Secured Parties, the Additional Debtor
shall be and
become a party to this Agreement with the same rights and
obligations as the
Debtor, for all purposes hereof as fully and to the
same
extent as if it were an original signatory hereto and shall be deemed to
have
made the
representations,
warranties and
covenants set forth herein as of the
date of execution
and delivery of such Additional Debtor Joinder, and all
references herein to
the "Debtor" shall be
deemed to include each
Additional
Debtor.
(dd)
In the event that,
upon an occurrence of
an Event of Default,
Agent
shall sell all or any pledged securities to another party or parties (herein
called the
"Transferee")
or shall purchase or retain all or any pledged
securities, the Debtor
shall, to the extent applicable: (i) deliver to Agent or
the Transferee,
as the case may be,
the articles
of incorporation, bylaws,
minute books,
stock certificate books, corporate seals, deeds, leases,
indentures,
agreements, evidences
of indebtedness, books of account, financial
records and all other
Organizational
Documents and records of the Debtor and
their direct and indirect subsidiaries; and (ii) use its best efforts to
obtain
resignations of the persons then serving as officers and directors
of the Debtor
and their direct and indirect subsidiaries, if so requested.
(ee)
Wit
