AGREEMENT, TO THE EXTENT THAT A SECURITY INTEREST THEREIN MAY BE PERFECTED BY
FILING PURSUANT TO THE UCC, ASSUMING THE PROPER FILING AND INDEXING THEREOF.
(D)
ALL INVENTORY AND EQUIPMENT IS INSURED IN
ACCORDANCE WITH THE REQUIREMENTS OF THE CREDIT AGREEMENT.
(E)
NONE OF THE COLLATERAL CONSTITUTES, OR IS
THE PROCEEDS OF, "FARM PRODUCTS" (AS DEFINED IN THE UCC).
(F)
SCHEDULE II CORRECTLY SETS FORTH EACH
GRANTOR'S STATE OF INCORPORATION, TAXPAYER IDENTIFICATION NUMBER, ORGANIZATIONAL
IDENTIFICATION NUMBER AND CORRECT LEGAL NAME INDICATED ON THE PUBLIC RECORD OF
SUCH GRANTOR'S JURISDICTION OF ORGANIZATION WHICH SHOWS SUCH GRANTOR TO BE
ORGANIZED.
(G)
THE PERFECTION CERTIFICATE, WHICH IS
ATTACHED HERETO AS SCHEDULE III, CORRECTLY SETS FORTH (I) ALL NAMES AND
TRADENAMES THAT EACH GRANTOR HAS USED WITHIN THE LAST FIVE YEARS AND THE NAMES
OF ALL PERSONS THAT HAVE MERGED INTO OR BEEN ACQUIRED BY EACH GRANTOR, (II) THE
CHIEF EXECUTIVE OFFICES OF EACH GRANTOR OVER THE LAST FIVE YEARS, (III) ALL
OTHER LOCATIONS IN WHICH TANGIBLE ASSETS OF EACH GRANTOR HAVE BEEN LOCATED IN
THE LAST FIVE YEARS, (IV) THE NAME OF EACH BANK AT WHICH EACH GRANTOR MAINTAINS
DEPOSIT ACCOUNTS, THE STATE OF ORGANIZATION OF EACH
7
SUCH BANK, AND THE ACCOUNT NUMBERS FOR EACH DEPOSIT ACCOUNT, (V) ALL LETTERS OF
CREDIT UNDER WHICH EACH GRANTOR IS A BENEFICIARY, (VI) ALL THIRD PARTIES WITH
POSSESSION OF ANY INVENTORY OR EQUIPMENT OF EACH GRANTOR AND (VII) EACH
GRANTOR'S MAILING ADDRESS.
(H)
WITH RESPECT TO THE ACCOUNTS, EXCEPT AS
SPECIFICALLY DISCLOSED TO THE ADMINISTRATIVE AGENT, (I) THEY REPRESENT BONA FIDE
SALES OF INVENTORY OR RENDERING OF SERVICES TO ACCOUNT DEBTORS IN THE ORDINARY
COURSE OF SUCH 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 EXCEPT AS HAVE ARISIN IN THE ORDINARY
COURSE OF BUSINESS AND SUCH GRANTOR HAS NOT 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; (III) TO SUCH 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
SUCH GRANTOR'S BOOKS AND RECORDS AND ANY INVOICES, STATEMENTS AND OTHER REPORTS
DELIVERED TO THE ADMINISTRATIVE AGENT WITH RESPECT THERETO; (IV) SUCH GRANTOR
HAS NOT 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) SUCH GRANTOR HAS NO KNOWLEDGE
THAT ANY ACCOUNT DEBTOR IS UNABLE GENERALLY TO PAY ITS DEBTS AS THEY BECOME
DUE.
FURTHER WITH RESPECT TO THE ACCOUNTS (I) THE AMOUNTS SHOWN ON SUCH RECORDS
AND