AGENT, FOR THE RATABLE BENEFIT OF
ITSELF AND THE LENDERS, PURSUANT TO THIS AGREEMENT OR IN CONNECTION WITH
PERMITTED LIENS.
NO COLLATERAL IS IN THE POSSESSION OR CONTROL OF ANY PERSON
ASSERTING ANY CLAIM THERETO OR SECURITY INTEREST THEREIN, EXCEPT THAT (A) THE
ADMINISTRATIVE AGENT OR ITS DESIGNEE MAY HAVE POSSESSION OR
6
CONTROL OF COLLATERAL AS CONTEMPLATED HEREBY, (B) A DEPOSITARY BANK MAY HAVE
CONTROL OF A DEPOSIT ACCOUNT OWNED BY A GRANTOR AT SUCH DEPOSITARY BANK AND A
SECURITIES INTERMEDIARY MAY HAVE CONTROL OVER A SECURITIES ACCOUNT OWNED BY A
GRANTOR AT SUCH SECURITIES INTERMEDIARY, IN EACH CASE SUBJECT TO THE TERMS OF
ANY DEPOSIT ACCOUNT CONTROL AGREEMENT OR SECURITIES ACCOUNT CONTROL AGREEMENT,
AS APPLICABLE, AND TO THE EXTENT REQUIRED BY SECTION 4, IN FAVOR OF THE
ADMINISTRATIVE AGENT, AND (C) A BAILEE, CONSIGNEE OR OTHER PERSON MAY HAVE
POSSESSION OF THE COLLATERAL AS CONTEMPLATED BY, AND SO LONG AS, THE APPLICABLE
GRANTORS HAVE COMPLIED TO THE SATISFACTION OF THE ADMINISTRATIVE AGENT WITH THE
APPLICABLE PROVISIONS OF SECTION 4.
SECTION 3.6.
STATE OF ORGANIZATION; LOCATION OF INVENTORY; OTHER INFORMATION.
(A)
THE EXACT LEGAL NAME OF EACH GRANTOR IS SET FORTH ON SCHEDULE 3.6.
(B)
EACH GRANTOR IS A REGISTERED ORGANIZATION ORGANIZED UNDER THE LAWS
OF THE STATE IDENTIFIED ON SCHEDULE 3.6 UNDER SUCH GRANTOR'S NAME.
THE TAXPAYER
IDENTIFICATION NUMBER AND REGISTERED ORGANIZATION NUMBER OF EACH GRANTOR IS SET
FORTH ON SCHEDULE 3.6 UNDER SUCH GRANTOR'S NAME.
(C)
ALL COLLATERAL CONSISTING OF INVENTORY (WHETHER NOW OWNED OR
HEREAFTER ACQUIRED) IS (OR WILL BE) LOCATED AT THE LOCATIONS SPECIFIED ON
SCHEDULE 3.6, EXCEPT AS OTHERWISE PERMITTED HEREUNDER.
(D)
THE MAILING ADDRESS, CHIEF PLACE OF BUSINESS, CHIEF EXECUTIVE
OFFICE AND OFFICE WHERE EACH GRANTOR KEEPS ITS BOOKS AND RECORDS RELATING TO
DOCUMENTS, GENERAL INTANGIBLES, AND INVESTMENT PROPERTY COLLATERAL IN WHICH IT
HAS ANY INTEREST IS LOCATED AT THE LOCATIONS SPECIFIED ON SCHEDULE 3.6 UNDER
SUCH GRANTOR'S NAME.
AS OF THE DATE HEREOF, NO GRANTOR HAS ANY OTHER PLACES OF
BUSINESS EXCEPT THOSE SEPARATELY SET FORTH ON SCHEDULE 3.6 UNDER SUCH GRANTOR'S
NAME.
NO GRANTOR DOES BUSINESS NOR HAS DONE BUSINESS DURING THE PAST FIVE (5)
YEARS UNDER ANY TRADE NAME OR FICTITIOUS BUSINESS NAME EXCEPT AS DISCLOSED ON
SCHEDULE 3.6 UNDER SUCH GRANTOR'S NAME.
EXCEPT AS DISCLOSED ON SCHEDULE 3.6
UNDER SUCH GRANTOR'S NAME, NO GRANTOR HAS ACQUIRED ASSETS FROM ANY PERSON, OTHER
THAN ASSETS ACQUIRED IN THE ORDINARY COURSE OF SUCH GRANTOR'S BUSINESS, DURING
THE PAST FIVE (5) YEARS.
SECTION 3.7.
DEPOSIT ACCOUNTS.
AS OF THE DATE HEREOF, ALL DEPOSIT ACCOUNTS
(INCLUDING, WITHOUT LIMITATION, CASH MANAGEMENT ACCOUNTS THAT ARE DEPOSIT
ACCOUNTS) OWNED BY ANY GRANTOR ARE LISTED ON SCHEDULE 3.7.
SECTION 3.8.
INVENTORY.
COLLATERAL CONSISTING OF INVENTORY IS OF GOOD AND
MERCHANTABLE QUALITY, FREE FROM ANY DEFECTS.
TO THE KNOWLEDGE OF EACH GRANTOR,
NONE OF SUCH INVENTORY IS SUBJECT TO ANY LICENSING, PATENT, TRADEMARK, TRADE
NAME OR COPYRIGHT WITH ANY PERSON THAT RESTRICTS ANY GRANTOR'S ABILITY TO SELL
SUCH INVENTORY.
THE COMPLETION OF THE MANUFACTURING PROCESS OF SUCH INVENTORY