II (INCLUDING THE DELIVERY OF ALL ORIGINALS THEREOF TO AGENT AND THE
LEGENDING OF ALL MATERIAL CHATTEL PAPER AS REQUIRED BY SECTION 5(B) HEREOF) HAS
BEEN DULY TAKEN.
THE LIEN OF AGENT, FOR THE BENEFIT OF AGENT AND LENDERS, ON
THE COLLATERAL LISTED ON SCHEDULE II HERETO IS PRIOR TO ALL OTHER LIENS, EXCEPT
PERMITTED ENCUMBRANCES THAT WOULD BE PRIOR TO THE LIENS IN FAVOR OF AGENT AS A
MATTER OF LAW, AND IS ENFORCEABLE AS SUCH AGAINST ANY AND ALL CREDITORS OF AND
PURCHASERS FROM GRANTOR.
(E)
GRANTOR'S NAME AS IT APPEARS IN OFFICIAL
FILINGS IN THE STATE OF ITS INCORPORATION OR OTHER ORGANIZATION, ALL PRIOR NAMES
OF GRANTOR, AS THEY APPEARED FROM TIME TO TIME IN OFFICIAL FILINGS IN THE STATE
OF ITS INCORPORATION OR OTHER ORGANIZATION, THE TYPE OF ENTITY OF GRANTOR
(INCLUDING CORPORATION, PARTNERSHIP, LIMITED PARTNERSHIP OR LIMITED LIABILITY
COMPANY), ORGANIZATIONAL
5
identification number issued by Grantor's state of incorporation or organization
or a statement that no such number has been issued, Grantor's state of
organization or incorporation, the location of Grantor's chief executive office,
principal place of business, other offices, all warehouses, consignees and
processors with whom Inventory is stored or located and other premises where
Collateral is stored or located, and the locations of its books and records
concerning the Collateral are set forth on Schedule III hereto.
Schedule III
hereto also sets forth the name as it appears in official filings in the state
of its incorporation or other organization of any Person from whom Grantor has
acquired assets during the past five (5) years, other than assets acquired in
the ordinary course of Grantor's business.
Grantor has only one state of
incorporation or organization.
(F)
WITH RESPECT TO THE ACCOUNTS, EXCEPT AS
SPECIFICALLY DISCLOSED ON THE MOST RECENT BORROWING BASE CERTIFICATE OR OTHER
COLLATERAL REPORT DELIVERED TO AGENT (I) THEY REPRESENT BONA FIDE SALES OR
LEASES OF INVENTORY OR RENDERING OF SERVICES TO ACCOUNT DEBTORS IN THE ORDINARY
COURSE OF GRANTOR'S BUSINESS AND ARE NOT EVIDENCED BY A JUDGMENT, INSTRUMENT OR
CHATTEL PAPER; (II) THERE ARE NO SETOFFS, CLAIMS OR DISPUTES EXISTING OR
ASSERTED WITH RESPECT THERETO AND GRANTOR HAS NOT MADE ANY AGREEMENT WITH ANY
ACCOUNT DEBTOR FOR ANY EXTENSION OF TIME FOR THE PAYMENT THEREOF, ANY COMPROMISE
OR SETTLEMENT FOR LESS THAN THE FULL AMOUNT THEREOF, ANY RELEASE OF ANY ACCOUNT
DEBTOR FROM LIABILITY THEREFOR, OR ANY DEDUCTION THEREFROM EXCEPT A DISCOUNT OR
ALLOWANCE ALLOWED BY GRANTOR IN THE ORDINARY COURSE OF ITS BUSINESS FOR PROMPT
PAYMENT AND DISCLOSED TO AGENT, IF MATERIAL; (III) TO GRANTOR'S KNOWLEDGE, THERE
ARE NO FACTS, EVENTS OR OCCURRENCES WHICH IN ANY WAY IMPAIR THE VALIDITY OR
ENFORCEABILITY THEREOF OR COULD REASONABLY BE EXPECTED TO REDUCE THE AMOUNT
PAYABLE THEREUNDER AS SHOWN ON GRANTOR'S BOOKS AND RECORDS AND ANY INVOICES,
STATEMENTS AND BORROWING BASE CERTIFICATE, SUBJECT TO SECTION 6.1(D) OF THE
CREDIT AGREEMENT OR OTHER COLLATERAL REPORT DELIVERED TO AGENT AND LENDERS WITH
RESPECT THERETO; (IV) GRANTOR HAS NOT RECEIVED ANY NOTICE OF PROCEEDINGS