EACH GRANTOR'S CHIEF EXECUTIVE OFFICE, PRINCIPAL PLACE OF BUSINESS, OFFICES, ALL
WAREHOUSES AND PREMISES WHERE COLLATERAL IS STORED OR LOCATED, AND THE LOCATIONS
OF ITS BOOKS AND RECORDS CONCERNING THE COLLATERAL ARE SET FORTH ON
SCHEDULE III. EACH GRANTOR HAS ONLY ONE STATE OF INCORPORATION OR ORGANIZATION;
(F)
WITH RESPECT TO THE ACCOUNTS, EXCEPT AS SPECIFICALLY DISCLOSED IN
THE MOST RECENT COLLATERAL REPORT DELIVERED TO AGENT (I) THEY REPRESENT BONA
FIDE SALES OF INVENTORY OR RENDERING OF SERVICES TO ACCOUNT DEBTORS IN THE
ORDINARY COURSE OF EACH 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 NO GRANTOR HAS 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 SUCH GRANTOR IN THE ORDINARY COURSE OF ITS
BUSINESS FOR PROMPT PAYMENT AND DISCLOSED TO AGENT; (III) TO EACH 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 ANY GRANTOR'S BOOKS AND RECORDS AND ANY
INVOICES, STATEMENTS AND COLLATERAL REPORTS DELIVERED TO AGENT AND LENDERS WITH
RESPECT THERETO; (IV) NO GRANTOR HAS RECEIVED ANY NOTICE OF PROCEEDINGS OR
ACTIONS WHICH ARE THREATENED OR PENDING AGAINST ANY ACCOUNT DEBTOR WHICH MIGHT
RESULT IN ANY ADVERSE CHANGE IN SUCH ACCOUNT DEBTOR'S FINANCIAL CONDITION; AND
(V) NO GRANTOR HAS KNOWLEDGE THAT ANY ACCOUNT DEBTOR IS UNABLE GENERALLY TO PAY
ITS DEBTS AS THEY BECOME DUE. FURTHER WITH RESPECT TO THE ACCOUNTS (X) THE
AMOUNTS
9
SHOWN ON ALL INVOICES, STATEMENTS AND COLLATERAL REPORTS WHICH MAY BE DELIVERED
TO THE AGENT WITH RESPECT THERETO ARE ACTUALLY AND ABSOLUTELY OWING TO SUCH
GRANTOR AS INDICATED THEREON AND ARE NOT IN ANY WAY CONTINGENT; (Y) NO PAYMENTS
HAVE BEEN OR SHALL BE MADE THEREON EXCEPT PAYMENTS IMMEDIATELY DELIVERED TO THE
APPLICABLE BLOCKED ACCOUNTS OR THE AGENT AS REQUIRED PURSUANT TO THE TERMS OF
SECTION 6.16 OF THE CREDIT AGREEMENT; AND (Z) TO EACH GRANTOR'S KNOWLEDGE, ALL
ACCOUNT DEBTORS HAVE THE CAPACITY TO CONTRACT;
(G)
WITH RESPECT TO ANY INVENTORY SCHEDULED OR LISTED ON THE MOST
RECENT COLLATERAL REPORT DELIVERED TO AGENT PURSUANT TO THE TERMS OF THIS
SECURITY AGREEMENT OR THE CREDIT AGREEMENT, (I) SUCH INVENTORY IS LOCATED AT ONE
OF THE APPLICABLE GRANTOR'S LOCATIONS SET FORTH ON SCHEDULE III HERETO, AS
APPLICABLE, (II) NO INVENTORY IS NOW, OR SHALL AT ANY TIME OR TIMES HEREAFTER BE
STORED AT ANY OTHER LOCATION WITHOUT AGENT'S PRIOR CONSENT, AND IF AGENT GIVES
SUCH CONSENT, EACH APPLICABLE GRANTOR WILL CONCURRENTLY THEREWITH OBTAIN, TO THE
EXTENT REQUIRED BY THE CREDIT AGREEMENT, BAILEE, LANDLORD AND MORTGAGEE
AGREEMENTS, (III) THE APPLICABLE GRANTOR HAS GOOD, INDEFEASIBLE AND MERCHANTABLE
TITLE TO SUCH INVENTORY AND