RESPECT THERETO AND NONE OF THE
GRANTORS HAS MADE ANY AGREEMENT WITH ANY OF ITS ACCOUNT DEBTORS FOR ANY
EXTENSION OF TIME FOR THE PAYMENT THEREOF, ANY COMPROMISE OR SETTLEMENT FOR LESS
THAN THE FULL AMOUNT THEREOF, ANY RELEASE OF ANY OF ITS ACCOUNT DEBTORS FROM
LIABILITY THEREFOR, OR ANY DEDUCTION THEREFROM EXCEPT A DISCOUNT OR ALLOWANCE
ALLOWED BY ANY 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
TO THE EXTENT THAT THERE WOULD BE A MATERIAL ADVERSE EFFECT AS SHOWN ON SUCH
GRANTOR'S BOOKS AND RECORDS AND ANY INVOICES, STATEMENTS OR OTHER COLLATERAL
REPORT DELIVERED TO AGENT AND LENDERS WITH RESPECT THERETO; (IV) NONE OF THE
GRANTORS HAS RECEIVED ANY NOTICE OF PROCEEDINGS OR ACTIONS WHICH ARE THREATENED
OR PENDING AGAINST ANY OF ITS ACCOUNT DEBTORS WHICH MIGHT RESULT IN ANY ADVERSE
CHANGE IN SUCH ACCOUNT DEBTOR'S FINANCIAL CONDITION AND WHICH WOULD HAVE A
MATERIAL ADVERSE EFFECT
6
ON ANY OF THE GRANTORS; (V) NONE OF THE GRANTORS HAS KNOWLEDGE THAT ANY OF ITS
ACCOUNT DEBTORS IS UNABLE GENERALLY TO PAY ITS DEBTS AS THEY BECOME DUE, WHICH
INABILITY WOULD RESULT IN A MATERIAL ADVERSE EFFECT ON GRANTORS; 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 OR OTHER COLLATERAL REPORTS WHICH MAY BE DELIVERED TO AGENT
WITH RESPECT THERETO ARE ACTUALLY OWING TO SUCH GRANTOR AS INDICATED THEREON AND
ARE NOT IN ANY WAY CONTINGENT, EXCEPT FOR SUCH CONTINGENCIES AS MAY EXIST UNDER
TRADE CUSTOM AND PRACTICE AND (Y)
TO EACH GRANTOR'S KNOWLEDGE, ALL OF ITS
ACCOUNT DEBTORS HAVE THE CAPACITY TO CONTRACT.
(G)
WITH RESPECT TO ANY PARTS AND SUPPLIES AND EQUIPMENT CONSTITUTING
VEHICLES USED BY A GRANTOR IN THE ORDINARY COURSE OF BUSINESS ("RENTAL
EQUIPMENT"), (I) SUCH RENTAL EQUIPMENT IS LOCATED AT ONE OF THE APPLICABLE
GRANTOR'S LOCATIONS SET FORTH ON SCHEDULE IIIA, SCHEDULE IIIB, SCHEDULE IIIC,
SCHEDULE IIID, SCHEDULE IIIE AND SCHEDULE IIIF, HERETO, AS APPLICABLE, (UNLESS,
AT ANY TIME, SUCH RENTAL EQUIPMENT IS BEING USED AT A CONSTRUCTION OR SIMILAR
SITE OR SUCH RENTAL EQUIPMENT IS LOCATED AT THE RESIDENCE OF THE DRIVER
AUTHORIZED TO DRIVE THE RENTAL EQUIPMENT, (II) SUCH RENTAL EQUIPMENT (A) IS
COVERED BY A CERTIFICATE OF TITLE ON WHICH THE INTEREST OF THE AGENT (SUBJECT TO
THE TERMS OF THE INTERCREDITOR AGREEMENT AND APPLICABLE LAW AND 90 DAY PERIOD
(UNLESS OTHERWISE EXTENDED BY AGENT) FOR RENTAL EQUIPMENT OWNED ON THE CLOSING
DATE) HAS BEEN NOTED, FREE AND CLEAR OF ALL LIENS EXCEPT THOSE IN FAVOR OF AGENT
AND LENDERS, AND PERMITTED ENCUMBRANCES OF THE TYPE DESCRIBED IN CLAUSES (A),
(D), (E), (G) OR (M) OF THE DEFINITION OF SUCH TERM, AND (B) IS EQUIPPED WITH A
GLOBAL POSITIONING TRACKING