BY THE PAYEE TO PROVIDE THE FINANCING CONTEMPLATED
HEREBY DO NOT CONTAIN ANY UNTRUE STATEMENTS OF A MATERIAL FACT OR OMIT A
MATERIAL FACT NECESSARY TO MAKE THE MATERIAL STATEMENTS CONTAINED HEREIN OR
THEREIN NOT MISLEADING.
(H)
LOCATION OF EQUIPMENT AND INVENTORY.
ALL OF
THE EQUIPMENT AND INVENTORY OF EACH MAKER ARE LOCATED AT THE PLACES SPECIFIED IN
SCHEDULE 10(H) HERETO.
THE CHIEF PLACE OF BUSINESS AND THE CHIEF EXECUTIVE
OFFICE OF EACH MAKER AND THE OFFICE WHERE EACH MAKER KEEPS ITS RECORDS
CONCERNING THE RECEIVABLES, AND THE ORIGINALS OF ALL CHATTEL PAPER THAT EVIDENCE
RECEIVABLES, ARE LOCATED AT ITS ADDRESS SPECIFIED IN SCHEDULE 10(H) HERETO.
(I)
NO MATERIAL ADVERSE CHANGE.
SINCE
MARCH 31, 2004, THERE HAS BEEN NO MATERIAL ADVERSE EFFECT.
(J)
GOVERNMENT AUTHORITY AND LICENSING.
EACH MAKER HAS RECEIVED ALL LICENSES, PERMITS, AND APPROVALS OF ALL FEDERAL,
STATE, AND LOCAL GOVERNMENTAL AUTHORITIES, IF ANY, NECESSARY TO CONDUCT ITS
BUSINESSES, IN EACH CASE WHERE THE FAILURE TO OBTAIN OR MAINTAIN THE SAME COULD
NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
NO INVESTIGATION
OR PROCEEDING WHICH IS REASONABLY LIKELY TO BE ADVERSELY DETERMINED AND, IF
ADVERSELY DETERMINED, COULD REASONABLY BE EXPECTED TO RESULT IN REVOCATION OR
DENIAL OF ANY SUCH LICENSE, PERMIT OR APPROVAL IS PENDING, OR, TO THE KNOWLEDGE
OF ANY MAKER, THREATENED.
12
(K)
GOOD TITLE.
EACH MAKER HAS GOOD AND
DEFENSIBLE TITLE TO (OR VALID LEASEHOLD INTERESTS IN OR OTHER RIGHTS TO USE) ITS
ASSETS AS REFLECTED ON THE MOST RECENT CONSOLIDATED BALANCE SHEET, FREE AND
CLEAR OF ANY LIEN, SECURITY INTEREST, OPTION OR OTHER CHARGE OR ENCUMBRANCE,
EXCEPT FOR THE SECURITY INTEREST CREATED BY THIS NOTE AND THE SENIOR NOTE.
THERE IS NO EFFECTIVE FINANCING STATEMENT OR OTHER DOCUMENT SIMILAR IN EFFECT
COVERING ALL OR ANY PART OF THE COLLATERAL IS ON FILE IN ANY RECORDING OFFICE,
EXCEPT SUCH AS MAY HAVE BEEN FILED IN FAVOR OF THE PAYEE RELATING TO THIS NOTE
AND EXCEPT WITH RESPECT TO THE SENIOR NOTE.
ALL FACILITIES, MACHINERY,
EQUIPMENT, FIXTURES, VEHICLES AND OTHER PROPERTIES OWNED, LEASED OR USED BY THE
MAKERS ARE IN GOOD OPERATING CONDITION AND REPAIR AND ARE REASONABLY FIT AND
USABLE FOR THE PURPOSES FOR WHICH THEY ARE BEING USED.
EACH MAKER IS IN
COMPLIANCE WITH ALL MATERIAL TERMS OF EACH LEASE TO WHICH IT IS A PARTY OR IS
OTHERWISE BOUND.
(L)
TAXES.
EACH MAKER HAS TIMELY FILED ALL
TAX RETURNS (FEDERAL, STATE AND LOCAL) REQUIRED TO BE FILED BY IT.
ALL TAXES
SHOWN TO BE DUE AND PAYABLE ON SUCH RETURNS, ANY ASSESSMENTS IMPOSED, AND ALL
OTHER TAXES DUE AND PAYABLE BY EACH MAKER ON OR BEFORE THE EFFECTIVE DATE, HAVE
BEEN PAID OR WILL BE PAID PRIOR TO THE TIME THEY BECOME DELINQUENT.
EXCEPT AS
SET FORTH ON SCHEDULE 10(L), NO MAKER HAS BEEN ADVISED:
(I)
THAT ANY OF ITS RETURNS, FEDERAL, STATE
OR OTHER, HAVE BEEN OR ARE BEING AUDITED AS OF THE DATE HEREOF; OR
(II)
OF ANY DEFICIENCY IN ASSESSMENT OR
PROPOSED JUDGMENT TO ITS FEDERAL, STATE