WHOM INVENTORY IS STORED OR LOCATED AND OTHER
PREMISES WHERE COLLATERAL IS STORED OR LOCATED, AND THE LOCATIONS OF ITS BOOKS
AND RECORDS CONCERNING THE COLLATERAL ARE SET FORTH ON SCHEDULE III HERETO.
SCHEDULE III HERETO ALSO SETS FORTH THE NAME AS IT APPEARS IN OFFICIAL FILINGS
IN THE STATE OF ITS INCORPORATION OR OTHER ORGANIZATION OF ANY PERSON FROM WHOM
GRANTOR HAS ACQUIRED ASSETS DURING THE PAST FIVE (5) YEARS, OTHER THAN ASSETS
ACQUIRED IN THE ORDINARY COURSE OF GRANTOR'S BUSINESS.
EACH GRANTOR HAS ONLY
ONE STATE OF INCORPORATION OR ORGANIZATION.
(F)
WITH RESPECT TO THE ACCOUNTS, EXCEPT AS SPECIFICALLY DISCLOSED ON
THE MOST RECENT BORROWING BASE CERTIFICATE OR OTHER COLLATERAL REPORT DELIVERED
TO AGENT (I) THEY REPRESENT BONA FIDE SALES OR LEASES OF INVENTORY OR RENDERING
OF SERVICES TO ACCOUNT DEBTORS IN THE ORDINARY COURSE OF EACH GRANTOR'S BUSINESS
AND ARE NOT EVIDENCED BY A JUDGMENT, INSTRUMENT OR CHATTEL PAPER; (II) THERE ARE
NO SETOFFS, CLAIMS OR DISPUTES EXISTING OR ASSERTED WITH RESPECT THERETO AND NO
GRANTOR HAS MADE ANY AGREEMENT WITH ANY ACCOUNT DEBTOR FOR ANY EXTENSION OF TIME
FOR THE PAYMENT THEREOF, ANY COMPROMISE OR SETTLEMENT FOR LESS THAN THE FULL
AMOUNT THEREOF, ANY RELEASE OF ANY ACCOUNT DEBTOR FROM LIABILITY THEREFOR, OR
ANY DEDUCTION THEREFROM EXCEPT A DISCOUNT OR ALLOWANCE ALLOWED BY SUCH GRANTOR
IN THE ORDINARY COURSE OF ITS BUSINESS FOR PROMPT PAYMENT AND DISCLOSED TO
AGENT; (III) TO EACH GRANTOR'S KNOWLEDGE, THERE ARE NO FACTS, EVENTS OR
OCCURRENCES WHICH IN ANY WAY IMPAIR THE VALIDITY OR ENFORCEABILITY THEREOF OR
COULD REASONABLY BE EXPECTED TO REDUCE THE AMOUNT PAYABLE THEREUNDER AS SHOWN ON
ANY GRANTOR'S BOOKS AND RECORDS AND ANY INVOICES, STATEMENTS AND BORROWING BASE
CERTIFICATE OR OTHER COLLATERAL REPORT DELIVERED TO AGENT AND LENDERS WITH
RESPECT THERETO; (IV) NO GRANTOR HAS RECEIVED ANY NOTICE OF PROCEEDINGS OR
ACTIONS WHICH ARE THREATENED OR PENDING AGAINST ANY ACCOUNT DEBTOR WHICH MIGHT
RESULT IN ANY ADVERSE CHANGE IN SUCH ACCOUNT DEBTOR'S FINANCIAL CONDITION; AND
(V) NO GRANTOR HAS KNOWLEDGE THAT ANY ACCOUNT DEBTOR IS UNABLE GENERALLY TO PAY
ITS DEBTS AS THEY BECOME DUE; AND (VI) THEY CONSTITUTE THE LEGALLY VALID AND
BINDING OBLIGATION OF THE APPLICABLE ACCOUNT DEBTORS.
FURTHER WITH RESPECT TO
THE ACCOUNTS (X) THE AMOUNTS SHOWN ON ALL INVOICES, STATEMENTS AND BORROWING
BASE CERTIFICATE OR OTHER COLLATERAL REPORT WHICH MAY BE DELIVERED TO THE AGENT
WITH RESPECT THERETO ARE ACTUALLY AND ABSOLUTELY OWING TO SUCH GRANTOR AS
INDICATED THEREON AND ARE NOT IN ANY WAY CONTINGENT; (Y) NO PAYMENTS HAVE BEEN
OR SHALL BE MADE THEREON EXCEPT PAYMENTS IMMEDIATELY DELIVERED TO THE APPLICABLE
BLOCKED ACCOUNTS OR TO THE AGENT AS REQUIRED BY THE CREDIT AGREEMENT; AND (Z) TO
EACH GRANTOR'S KNOWLEDGE, ALL ACCOUNT DEBTORS HAVE THE CAPACITY TO CONTRACT.
6
(G)
WITH RESPECT TO THE INVENTORY (I) ALL SUCH INVENTORY IS LOCATED AT
ONE OF THE LOCATIONS SET FORTH ON SCHEDULE III HERETO, (II) NO INVENTORY IS NOW,
OR SHALL AT ANY TIME OR TIMES HEREAFTER BE STORED AT ANY OTHER LOCATION