75/629,884
2,354,918
ANALYSTS INTERNATIONAL
78/818,975
3,227,276
ANALYSTS INTERNATIONAL CORPORATION
801403
TMA578633
ANALYSTS INTERNATIONAL CORPORATION
74/713,939
2,074,968
NEW EQUITIES
78/434,089
3,047,008
RADD
882044
TMA529369
RADD
75/459,783
2,253,368
SYMMETRY WORKFORCE SOLUTIONS
78/954,702
3,352,428
Licensed Intellectual Property:
None.
(I)
TAXES.
COMPANY, ITS SUBSIDIARIES AND
ITS AFFILIATES HAVE PAID OR CAUSED TO BE PAID TO THE PROPER AUTHORITIES WHEN DUE
ALL FEDERAL, STATE AND LOCAL TAXES REQUIRED TO BE WITHHELD BY EACH OF THEM.
COMPANY, ITS SUBSIDIARIES AND ITS AFFILIATES HAVE FILED ALL FEDERAL, STATE AND
LOCAL TAX RETURNS WHICH TO THE KNOWLEDGE OF THE OFFICERS OF COMPANY, ANY
SUBSIDIARY OR ANY AFFILIATE, AS THE CASE MAY BE, ARE REQUIRED TO BE FILED, AND
COMPANY, ITS SUBSIDIARIES
D-6
AND ITS AFFILIATES HAVE PAID OR CAUSED TO BE PAID TO THE RESPECTIVE TAXING
AUTHORITIES ALL TAXES AS SHOWN ON THESE RETURNS OR ON ANY ASSESSMENT RECEIVED BY
ANY OF THEM TO THE EXTENT SUCH TAXES HAVE BECOME DUE.
(J)
TITLES AND LIENS.
COMPANY HAS GOOD AND
ABSOLUTE TITLE TO ALL COLLATERAL FREE AND CLEAR OF ALL LIENS OTHER THAN
PERMITTED LIENS.
EACH SUBSIDIARY HAS GOOD AND ABSOLUTE TITLE TO ALL COLLATERAL
GRANTED TO WELLS FARGO UNDER ANY SECURITY DOCUMENT FREE AND CLEAR OF ALL LIENS
OTHER THAN PERMITTED LIENS.
NO FINANCING STATEMENT NAMING COMPANY OR ANY
SUBSIDIARY AS DEBTOR IS ON FILE IN ANY OFFICE EXCEPT TO PERFECT ONLY PERMITTED
LIENS.
(K)
NO DEFAULTS.
COMPANY AND EACH OF ITS
SUBSIDIARIES IS IN COMPLIANCE WITH ALL PROVISIONS OF ALL AGREEMENTS,
INSTRUMENTS, DECREES AND ORDERS TO WHICH IT IS A PARTY OR BY WHICH IT OR ITS
PROPERTY IS BOUND OR AFFECTED, THE BREACH OR DEFAULT OF WHICH COULD HAVE A
MATERIAL ADVERSE EFFECT ON THE FINANCIAL CONDITION, PROPERTIES OR OPERATIONS OF
COMPANY OR SUCH SUBSIDIARY.
(L)
SUBMISSIONS TO WELLS FARGO.
ALL
FINANCIAL AND OTHER INFORMATION PROVIDED TO WELLS FARGO BY OR ON BEHALF OF
COMPANY AND EACH SUBSIDIARY IN CONNECTION WITH THIS AGREEMENT (I) IS TRUE AND
CORRECT IN ALL MATERIAL RESPECTS, (II) DOES NOT KNOWINGLY OMIT ANY MATERIAL FACT
THAT WOULD CAUSE SUCH INFORMATION TO BE MISLEADING, AND (III) AS TO PROJECTIONS,
VALUATIONS OR PROFORMA FINANCIAL STATEMENTS, PRESENTS A GOOD FAITH OPINION AS TO
SUCH PROJECTIONS, VALUATIONS AND PROFORMA CONDITION AND RESULTS.
(M)
FINANCING STATEMENTS.
COMPANY AND EACH
SUBSIDIARY HAS PREVIOUSLY AUTHORIZED THE FILING OF FINANCING STATEMENTS
SUFFICIENT WHEN FILED TO PERFECT THE SECURITY INTEREST AND OTHER SECURITY
INTERESTS AND LIENS CREATED BY THE SECURITY DOCUMENTS.
WHEN SUCH FINANCING
STATEMENTS ARE FILED, WELLS FARGO WILL HAVE A VALID AND PERFECTED SECURITY
INTEREST IN ALL COLLATERAL UNDER THIS AGREEMENT AND ALL COLLATERAL UNDER THE
OTHER SECURITY DOCUMENTS WHICH IS CAPABLE OF BEING PERFECTED BY THE FILING OF
FINANCING STATEMENTS.
NONE OF THE COLLATERAL OR ANY OTHER SUCH COLLATERAL IS OR
WILL BECOME A FIXTURE ON REAL ESTATE, UNLESS A SUFFICIENT FIXTURE FILING HAS
BEEN FILED WITH RESPECT THERETO.
(N)
RIGHTS TO PAYMENT.
TO THE BEST OF COMPANY'S
KNOWLEDGE, EACH RIGHT TO PAYMENT AND EACH INSTRUMENT, DOCUMENT, CHATTEL PAPER
AND OTHER AGREEMENT CONSTITUTING OR EVIDENCING COLLATERAL