OF THE TRANSACTION DOCUMENTS FOR SO LONG AS THE NOTES ARE OUTSTANDING.
SECTION 4.
REPRESENTATIONS AND WARRANTIES.
EACH
GRANTOR REPRESENTS AND WARRANTS AS FOLLOWS:
(A)
SCHEDULE I HERETO SETS FORTH (I) THE EXACT
LEGAL NAME OF SUCH GRANTOR, AND (II) THE ORGANIZATIONAL IDENTIFICATION NUMBER OF
SUCH GRANTOR OR STATES THAT NO SUCH ORGANIZATIONAL IDENTIFICATION NUMBER EXISTS.
(B)
THERE IS NO PENDING OR WRITTEN NOTICE
THREATENING ANY ACTION, SUIT, PROCEEDING OR CLAIM AFFECTING SUCH GRANTOR BEFORE
ANY GOVERNMENTAL AUTHORITY OR ANY ARBITRATOR, OR ANY ORDER, JUDGMENT OR AWARD BY
ANY GOVERNMENTAL AUTHORITY OR ARBITRATOR, THAT MAY ADVERSELY AFFECT THE GRANT BY
SUCH GRANTOR, OR THE PERFECTION, OF THE SECURITY INTEREST PURPORTED TO BE
CREATED HEREBY IN THE COLLATERAL, OR THE EXERCISE BY THE COLLATERAL AGENT OF ANY
OF ITS RIGHTS OR REMEDIES HEREUNDER.
(C)
ALL FEDERAL, STATE AND LOCAL TAX RETURNS
AND OTHER REPORTS REQUIRED BY APPLICABLE LAW TO BE FILED BY SUCH GRANTOR HAVE
BEEN FILED, OR EXTENSIONS HAVE BEEN OBTAINED, AND ALL TAXES, ASSESSMENTS AND
OTHER GOVERNMENTAL CHARGES IMPOSED UPON SUCH GRANTOR OR ANY PROPERTY OF SUCH
GRANTOR (INCLUDING, WITHOUT LIMITATION, ALL FEDERAL INCOME AND SOCIAL SECURITY
TAXES ON EMPLOYEES' WAGES) AND WHICH HAVE BECOME DUE AND PAYABLE ON OR PRIOR TO
THE DATE HEREOF HAVE BEEN PAID, EXCEPT TO THE EXTENT CONTESTED IN GOOD FAITH BY
PROPER PROCEEDINGS WHICH STAY THE IMPOSITION OF ANY PENALTY, FINE OR LIEN
RESULTING FROM THE NON-PAYMENT THEREOF AND WITH RESPECT TO WHICH ADEQUATE
RESERVES HAVE BEEN SET ASIDE FOR THE PAYMENT THEREOF IN ACCORDANCE WITH
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES CONSISTENTLY APPLIED ("GAAP").
(D)
ALL EQUIPMENT, FIXTURES, GOODS AND INVENTORY
OF SUCH GRANTOR NOW EXISTING ARE, AND ALL EQUIPMENT, FIXTURES, GOODS AND
INVENTORY OF SUCH GRANTOR HEREAFTER EXISTING WILL BE, LOCATED AND/OR BASED AT
THE ADDRESSES SPECIFIED THEREFOR IN SCHEDULE III HERETO, EXCEPT THAT SUCH
GRANTOR WILL GIVE THE COLLATERAL AGENT NOT LESS THAN 30 DAYS' PRIOR WRITTEN
NOTICE OF ANY CHANGE OF THE LOCATION OF ANY SUCH COLLATERAL, OTHER THAN TO
LOCATIONS SET FORTH ON SCHEDULE III AND WITH RESPECT TO WHICH THE COLLATERAL
AGENT HAS FILED FINANCING STATEMENTS AND OTHERWISE FULLY PERFECTED ITS LIENS
THEREON.
SUCH GRANTOR'S CHIEF PLACE OF BUSINESS AND CHIEF EXECUTIVE OFFICE, THE
PLACE WHERE SUCH GRANTOR KEEPS ITS RECORDS CONCERNING ACCOUNTS AND ALL ORIGINALS
OF ALL CHATTEL PAPER ARE LOCATED AT THE ADDRESSES SPECIFIED THEREFOR IN SCHEDULE
III HERETO.
NONE OF THE ACCOUNTS IS EVIDENCED BY PROMISSORY NOTES OR OTHER
INSTRUMENTS.
SET FORTH IN SCHEDULE IV HERETO IS A COMPLETE AND ACCURATE LIST,
AS OF THE DATE OF THIS AGREEMENT, OF (I) EACH PROMISSORY NOTE, SECURITY AND
OTHER INSTRUMENT OWNED BY EACH GRANTOR AND (II) EACH DEPOSIT ACCOUNT,
6
SECURITIES ACCOUNT AND COMMODITIES ACCOUNT OF EACH GRANTOR, TOGETHER WITH THE
NAME AND ADDRESS OF EACH INSTITUTION AT WHICH EACH SUCH ACCOUNT IS MAINTAINED,
THE ACCOUNT NUMBER FOR EACH SUCH ACCOUNT AND A DESCRIPTION OF THE PURPOSE OF
EACH SUCH ACCOUNT.
SET FORTH IN SCHEDULE III HERETO IS A COMPLETE AND CORRECT
LIST OF EACH TRADE NAME