SCHEDULES 1 AND 2A SET FORTH THE INFORMATION REQUIRED BY SECTIONS 1
AND 2 OF THIS CERTIFICATE AS TO EACH ACQUIREE OR CONSTITUENT PARTY TO SUCH
MERGER, CONSOLIDATION OR ACQUISITION.
SECTION 2. LOCATIONS.
(A)
ATTACHED HERETO AS SCHEDULE 2A IS THE
(I) JURISDICTION OF FORMATION AND THE FORM OF ORGANIZATION OF EACH GRANTOR,
(II) ORGANIZATIONAL IDENTIFICATION NUMBER, IF ANY, ASSIGNED TO SUCH GRANTOR BY
SUCH JURISDICTION, (III) ADDRESS (INCLUDING THE COUNTY) OF THE CHIEF EXECUTIVE
OFFICE OF SUCH GRANTOR, (IV) THE FEDERAL TAXPAYER IDENTIFICATION NUMBER OF EACH
GRANTOR AND (V) WHETHER EACH GRANTOR IS A TRANSMITTING UTILITY AS DEFINED UNDER
THE UNIFORM COMMERCIAL CODE ("UCC") (INDICATING SUCH GRANTOR WITH AN "*").
(b)
Set forth on Schedule 2B is, with respect to each Grantor, all locations
where such Grantor maintains any books or records relating to the Collateral
consisting of Accounts, Contract Rights, Chattel Paper or General Intangibles
(with each location at which Chattel Paper, if any, is kept being indicated by
an "*").
(c)
Set forth on Schedule 2C are all other locations in the United States of
America where any of the Collateral consisting of Inventory or Equipment is
located.
(d)
Set forth on Schedule 2D are all the places of business of any Grantor that
are not identified above.
SECTION 3. UNUSUAL TRANSACTIONS.
ALL ACCOUNTS HAVE BEEN ORIGINATED BY THE
GRANTORS AND ALL INVENTORY HAS BEEN ACQUIRED BY THE GRANTORS IN THE ORDINARY
COURSE OF BUSINESS.
SECTION 4. FILE SEARCH REPORTS.
FILE SEARCH REPORTS HAVE BEEN OBTAINED FROM
(I) THE UCC FILING OFFICE RELATED TO EACH LOCATION OF A GRANTOR IDENTIFIED ON
SCHEDULE 2A AND (II) THE COUNTY RECORDER'S OFFICE RELATING TO THE COUNTY WHERE
EACH MORTGAGED PROPERTY IS LOCATED, EXCEPT AS OTHERWISE AGREED TO BY THE
ADMINISTRATIVE AGENT IN ACCORDANCE WITH THE FINAL PARAGRAPH OF THE DEFINITION OF
THE TERM "COLLATERAL AND GUARANTEE REQUIREMENT" IN THE CREDIT AGREEMENT.
SECTION 5. UCC FILINGS.
UCC FINANCING STATEMENTS HAVE BEEN PREPARED FOR FILING
IN THE APPROPRIATE UCC FILING OFFICE RELATED TO THE JURISDICTION OF FORMATION
FOR EACH GRANTOR.
ATTACHED HERETO AS SCHEDULE 5 IS A TRUE AND CORRECT LIST OF
EACH SUCH FILING AND THE UCC FILING OFFICE IN WHICH SUCH FILING IS TO BE MADE.
ALL FILING FEES AND TAXES PAYABLE IN CONNECTION WITH THE FILINGS DESCRIBED IN
THIS SECTION 5 HAVE BEEN PAID OR WILL BE PAID PROMPTLY AFTER THE FUNDING DATE.
SECTION 6. EQUITY INTERESTS.
ATTACHED HERETO AS SCHEDULE 6 IS A TRUE AND
CORRECT LIST OF ALL THE EQUITY INTERESTS THAT EACH GRANTOR IS REQUIRED TO PLEDGE
UNDER THE SECURITY DOCUMENTS, SPECIFYING THE ISSUER AND CERTIFICATE NUMBER (IF
ANY) OF, AND THE NUMBER AND PERCENTAGE OF OWNERSHIP REPRESENTED BY, SUCH EQUITY
INTERESTS, AND INDICATING WITH A "*" SUCH EQUITY INTERESTS OF ANY LIMITED
LIABILITY COMPANY OR LIMITED PARTNERSHIP THAT HAS NOT OPTED TO HAVE SUCH EQUITY
INTERESTS TREATED AS "SECURITIES" UNDER THE UCC.
SECTION 7. DEBT INSTRUMENTS.
ATTACHED HERETO AS SCHEDULE 7 IS A TRUE AND
CORRECT LIST OF ALL DEBT INSTRUMENTS AND OTHER INDEBTEDNESS