ALL MATERIAL RESPECTS. WITHIN THE FIVE YEARS PRECEDING THE
DATE HEREOF, SUCH GRANTOR HAS NOT CHANGED ITS LEGAL NAME, LOCATION (AS DEFINED
IN THE UCC), CHIEF EXECUTIVE OFFICE, TYPE OF ORGANIZATION, JURISDICTION OF
ORGANIZATION OR ORGANIZATIONAL IDENTIFICATION NUMBER, IF ANY, FROM THOSE SET
FORTH IN SCHEDULE VI HERETO EXCEPT AS SET FORTH IN SCHEDULE VII HERETO.
(B)
SUCH GRANTOR IS THE LEGAL AND BENEFICIAL OWNER OF, OR WITH RESPECT
TO INTELLECTUAL PROPERTY HAS THE RIGHT TO USE, THE COLLATERAL FOR WHICH A
SECURITY INTEREST IS GRANTED OR PURPORTED TO BE GRANTED BY IT UNDER THIS
AGREEMENT FREE AND CLEAR OF ANY LIEN, CLAIM, OPTION OR RIGHT OF OTHERS, EXCEPT
FOR THE SECURITY INTEREST CREATED UNDER THIS AGREEMENT OR OTHERWISE PERMITTED
UNDER THE CREDIT AGREEMENT. NO EFFECTIVE FINANCING STATEMENT OR OTHER INSTRUMENT
SIMILAR IN EFFECT COVERING ALL OR ANY PART OF THE COLLATERAL OR LISTING SUCH
GRANTOR AS DEBTOR IS ON FILE IN ANY RELEVANT RECORDING OFFICE, EXCEPT SUCH AS
MAY HAVE BEEN FILED IN FAVOR OF THE COLLATERAL AGENT RELATING TO THE LOAN
DOCUMENTS OR AS OTHERWISE PERMITTED UNDER THE CREDIT AGREEMENT.
(C)
ALL OF THE EQUIPMENT AND INVENTORY (OTHER THAN EQUIPMENT AND
INVENTORY THAT IS (I) LOCATED AT CUSTOMER OR SUPPLIER LOCATIONS IN THE NORMAL
COURSE OF BUSINESS OR (II) IN TRANSIT OR OUT FOR REPAIR OR FURTHER PROCESS) OF
SUCH GRANTOR ARE LOCATED AT THE PLACES SPECIFIED THEREFOR IN SCHEDULE VIII
HERETO OR AT ANOTHER OWNED OR LEASED LOCATION AS TO WHICH SUCH GRANTOR HAS
COMPLIED (OR WILL COMPLY WITHIN THE PERIOD SET FORTH THEREIN) WITH THE
REQUIREMENTS OF SECTION 10 OR OTHERWISE HAS AN AGGREGATE BOOK VALUE OF NO MORE
THAN $250,000.
(D)
NONE OF THE RECEIVABLES OR AGREEMENT COLLATERAL IS EVIDENCED BY A
PROMISSORY NOTE OR OTHER INSTRUMENT IN EXCESS OF (I) $250,000 INDIVIDUALLY AND
(II) $1,000,000 IN THE AGGREGATE, THAT HAS NOT BEEN DELIVERED TO THE COLLATERAL
AGENT.
(E)
IF SUCH GRANTOR IS AN ISSUER OF SECURITY COLLATERAL, SUCH GRANTOR
CONFIRMS THAT IT HAS RECEIVED NOTICE OF THE SECURITY INTEREST GRANTED HEREUNDER.
(F)
THE PLEDGED DEBT PLEDGED BY SUCH GRANTOR HEREUNDER HAS BEEN DULY
AUTHORIZED, AUTHENTICATED OR ISSUED AND DELIVERED, IS THE LEGAL, VALID AND
BINDING OBLIGATION OF THE ISSUERS THEREOF, IS NOT IN DEFAULT AND, TO THE EXTENT
APPLICABLE, IS EVIDENCED BY ONE OR MORE PROMISSORY NOTES (WHICH PROMISSORY NOTES
HAVE BEEN DELIVERED TO THE COLLATERAL AGENT).
(G)
THE INITIAL PLEDGED DEBT CONSTITUTES ALL OF THE OUTSTANDING
INDEBTEDNESS IN EXCESS OF (I) $100,000 INDIVIDUALLY AND (II) $500,000 IN THE
AGGREGATE, OWED TO SUCH GRANTOR BY THE ISSUERS THEREOF EVIDENCED BY A NOTE OR
OTHER INSTRUMENT AND IS OUTSTANDING IN THE PRINCIPAL AMOUNT INDICATED ON
SCHEDULE I HERETO.
(H)
SUCH GRANTOR HAS NO DEPOSIT ACCOUNTS TO THE EXTENT THAT THE
AVERAGE DAILY BALANCE, MEASURABLE OVER A 30 DAY TRAILING PERIOD ON DEPOSIT IN
EACH SUCH DEPOSIT ACCOUNT DOES NOT EXCEED $50,000 OTHER THAN THE COLLATERAL
ACCOUNT, OR PLEDGED DEPOSIT ACCOUNTS LISTED ON SCHEDULE II HERETO OR OPERATED
SOLELY AS A PAYROLL ACCOUNT, ZERO BALANCE ACCOUNT