THE UCC) IN THE JURISDICTION SET FORTH OPPOSITE SUCH
GRANTOR'S NAME ON SCHEDULE I HERETO AND HAS ITS CHIEF EXECUTIVE OFFICE AND THE
OFFICE IN WHICH IT MAINTAINS THE ORIGINAL COPIES OF EACH ASSIGNED AGREEMENT AND
RELATED CONTRACT TO WHICH SUCH GRANTOR IS A PARTY AND ALL ORIGINALS OF ALL
CHATTEL PAPER THAT EVIDENCE RECEIVABLES OF SUCH GRANTOR AT THE ADDRESS, IF NOT
ITS CHIEF EXECUTIVE OFFICE, SET FORTH ON SCHEDULE I HERETO.
THE INFORMATION SET
FORTH ON SCHEDULE I HERETO WITH RESPECT TO SUCH GRANTOR IS TRUE AND ACCURATE IN
ALL RESPECTS.
FOR EACH GRANTOR, SUCH GRANTOR HAS NOT SINCE MARCH 31, 2004
CHANGED ITS NAME, LOCATION, CHIEF EXECUTIVE OFFICE, PLACE WHERE IT MAINTAINS ITS
AGREEMENTS, TYPE OF ORGANIZATION, JURISDICTION OF ORGANIZATION OR ORGANIZATIONAL
AND, IF APPLICABLE, TAX IDENTIFICATION NUMBER FROM THOSE SET FORTH ON SCHEDULE I
HERETO EXCEPT AS DISCLOSED ON SCHEDULE III HERETO.
(B)
SUBSTANTIALLY ALL EQUIPMENT AND INVENTORY OF SUCH GRANTOR IS LOCATED AT
THE LOCATIONS LISTED ON SCHEDULE 5.08(C) TO THE CREDIT AGREEMENT OR SCHEDULE VI
HERETO (OTHER
THAN INVENTORY SOLD IN THE ORDINARY COURSE OF BUSINESS AND EQUIPMENT LOCATED
OFFSITE IN THE ORDINARY COURSE OF BUSINESS AND EQUIPMENT OR INVENTORY HAVING A
VALUE, IN EACH CASE, OF $10,000 OR LESS AT ANY ONE LOCATION).
ALL SECURITY
COLLATERAL CONSISTING OF CERTIFICATED SECURITIES AND INSTRUMENTS HAVE BEEN
DELIVERED TO THE ADMINISTRATIVE AGENT.
COPIES OF EACH ASSIGNED AGREEMENT HAVE
BEEN DELIVERED TO THE ADMINISTRATIVE AGENT.
NONE OF THE RECEIVABLES OR
AGREEMENT COLLATERAL IS EVIDENCED BY A PROMISSORY NOTE OR OTHER INSTRUMENT THAT
HAS NOT BEEN DELIVERED TO THE ADMINISTRATIVE AGENT.
(C)
SUCH GRANTOR IS THE LEGAL AND BENEFICIAL OWNER OF THE COLLATERAL OF SUCH
GRANTOR FREE AND CLEAR OF ANY LIEN, CLAIM, OPTION OR RIGHT OF OTHERS, EXCEPT FOR
PERMITTED LIENS.
NO EFFECTIVE FINANCING STATEMENT OR OTHER INSTRUMENT SIMILAR
IN EFFECT COVERING ALL OR ANY PART OF SUCH COLLATERAL OR LISTING SUCH GRANTOR OR
ANY TRADE NAME OF SUCH GRANTOR AS DEBTOR IS ON FILE IN ANY RECORDING OFFICE,
EXCEPT SUCH AS MAY HAVE BEEN FILED IN FAVOR OF THE ADMINISTRATIVE AGENT RELATING
TO THE LOAN DOCUMENTS OR AS OTHERWISE PERMITTED UNDER THE CREDIT AGREEMENT.
(D)
SUCH GRANTOR HAS EXCLUSIVE POSSESSION AND CONTROL OF SUBSTANTIALLY ALL OF
THE EQUIPMENT AND INVENTORY (OTHER THAN EQUIPMENT AND INVENTORY LOCATED ON
PROPERTY OWNED BY ANY GOVERNMENTAL PARTY AND OPERATED BY SUCH GRANTOR) STORED AT
ANY LEASED PREMISES OR WAREHOUSE.
IN THE CASE OF EQUIPMENT AND INVENTORY
LOCATED ON LEASED PREMISES OR IN WAREHOUSES, NO LESSOR OR WAREHOUSEMAN OF ANY
PREMISES OR WAREHOUSE UPON OR IN WHICH SUCH EQUIPMENT OR INVENTORY IS LOCATED
HAS (I) RECEIVED NOTIFICATION OF ANY SECURED PARTY'S INTEREST (OTHER THAN THE
SECURITY INTEREST GRANTED HEREUNDER) IN SUCH GRANTOR'S EQUIPMENT OR INVENTORY OR
(II) ANY LIEN (OTHER THAN A PERMITTED LIEN), CLAIM OR CHARGE (BASED ON CONTRACT,
STATUTE OR OTHERWISE) ON SUCH EQUIPMENT AND INVENTORY.
(E)
THE PLEDGED EQUITY PLEDGED BY SUCH GRANTOR HEREUNDER HAS BEEN DULY
AUTHORIZED AND VALIDLY ISSUED AND IS FULLY PAID AND NON-ASSESSABLE.