ex10-7.htm


 



	 	Exhibit 10.7





 


MASTER SECURITY AGREEMENT


dated as of April 23, 2012







THIS MASTER SECURITY AGREEMENT (as amended, supplemented or otherwise modified from time to time, this "Agreement") is between General Electric Capital Corporation (together with its successors and assigns, if any, "Secured Party") and Apio, Inc., a corporation organized and existing under the laws of the state of Delaware ("Debtor").  Secured Party has an office at 4 Park Plaza, Suite 1400, Irvine, CA 92614.  Debtor's mailing address is P.O. Box 727, Guadalupe, CA 93434 and chief executive office is 4575 West Main Street, Guadalupe, CA 93434.  This Agreement contains the general terms that apply to financing that may be provided from time to time by Secured Party to Debtor.  Additional terms that apply to the financing and the Collateral (as defined below) shall be contained on a Collateral Schedule (as defined below) and a Note (as defined below).  Each Collateral Schedule and the terms of this Agreement incorporated therein by reference are collectively referred to as a "CSMA".  Each CSMA and each Note entered into in connection with that CSMA (as any of the same may be amended, supplemented or otherwise modified from time to time) are collectively referred to as a "Loan".  Each Loan is a separate and independent transaction and contractual obligation between Debtor and Secured Party.  Debtor hereby acknowledges and agrees that (a) Secured Party, or (b) any entity that is an affiliate or subsidiary of Secured Party or any other entity (each, an “Other Secured Party”), may from time to time directly enter into and execute a Collateral Schedule, and such Secured Party or Other Secured Party shall be the named “Secured Party” under such Collateral Schedule and the related Note, CSMA, Loan and any other related Debt Documents (defined below).  Any Other Secured Party (including its successors and assigns) may appoint agents (including Secured Party) to act on its behalf.  Capitalized terms used but not defined in this Agreement shall have the meanings assigned to such terms as set forth in the applicable Collateral Schedule or (as the case may be) Note.







1.        CREATION AND GRANT OF SECURITY INTEREST.







Debtor grants to Secured Party and the other Secured Party Entities (as defined below), and their respective successors and assigns, a security interest in and against all property listed on any collateral schedule now or in the future executed pursuant hereto and made a part hereof (each a "Collateral Schedule"), and in and against any and all additions, attachments, accessories and accessions to such property, all substitutions, replacements or exchanges therefor, and all insurance and/or other proceeds thereof (all of the foregoing being hereinafter individually and collectively referred to as the "Collateral").  This security interest is given to secure the payment and performance of all debts, obligations and liabilities of any kind whatsoever of Debtor to Secured Party, any Other Secured Party, any affiliates (including without limitation, any direct or indirect parent, subsidiary or sister entity), successors, assignees of Secured Party or any Other Secured Party (collectively, “Secured Party Entities”), now existing or arising in the future, in connection with the payment and performance of certain Promissory Notes from time to time identified on any Collateral Schedule (collectively "Notes" and each a "Note"), and any renewals, extensions and modifications of such debts, obligations and liabilities (such Notes, debts, obligations and liabilities are called the "Indebtedness").  Debtor acknowledges and agrees that Secured Party and the other Secured Party Entities may perfect the security interest hereunder and under any CSMA directly or through any current or future agents, representatives or bailees.







2.        REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEBTOR.







Debtor represents, warrants and covenants as of the date of this Agreement and as of the date of each Collateral Schedule that:







(a)      Debtor's exact legal name and jurisdiction of organization or formation is as set forth in the preamble of this Agreement and such jurisdiction is Debtor’s “location” (within the meaning given to such term in Article 9 of the Uniform Commercial Code).  Debtor is, and will remain, (i) validly existing and in good standing under the laws of the state or (as the case may be) commonwealth of its formation (specified in the preamble of this Agreement) and (ii) a “registered organization” (within the meaning given to such term in Article 9 of the Uniform Commercial Code).  Debtor has, and will maintain, its chief executive office at the location specified in the preamble, and is, and will remain, duly qualified and licensed in every jurisdiction wherever necessary to carry on its business and operations.  Debtor will not change its state or (as the case may be) commonwealth of incorporation or organization or its name as it appears in official filings in the state or (as the case may be) commonwealth of its incorporation or organization or its “location” (within the meaning given to such term in Article 9 of the Uniform Commercial Code) without, in each case, giving Secured Party at least twenty (20) days' prior written notice;







(b)      Debtor has adequate power and capacity to enter into, and to perform its obligations under this Agreement, each Collateral Schedule, each Note and any other documents evidencing, or given in connection with, any of the Indebtedness (all of the foregoing are called the "Debt Documents");







(c)      This Agreement and the other Debt Documents have been duly authorized, executed and delivered by Debtor and constitute legal, valid and binding agreements enforceable in accordance with their terms, except to the extent that the enforcement of remedies may be limited under applicable bankruptcy and insolvency laws;







(d)      No approval, consent or withholding of objections is required from, and no notice is required to be given to, any governmental authority or instrumentality, or any other person or entity, with respect to the entry into, or performance by Debtor of any of the Debt Documents, except any already obtained;


 




  





  











  






 


(e)      The entry into, and performance by, Debtor of the Debt Documents will not (i) violate any of the organizational documents of Debtor or any judgment, order, law or regulation applicable to Debtor, or (ii) result in any breach of or constitute a default under any contract to which Debtor is a party, or result in the creation of any lien, claim or encumbrance on any of Debtor's property (except for liens in favor of Secured Party) pursuant to any indenture, mortgage, deed of trust, bank loan, credit agreement, or other agreement or instrument to which Debtor is a party, in each case the breach or default of which would reasonably be expected to have, either individually or in the aggregate, a material adverse effect on the financial condition of Debtor, its business or operations, or its ability to perform its obligations under the Debt Documents as and when due (a “Material Adverse Effect”);







(f)      There are no suits or proceedings pending in court or before any commission, board or other administrative agency against or affecting Debtor which are reasonably likely to be adversely determined, and if adversely determined could, in the aggregate, reasonably be expected to have a Material Adverse Effect, nor does Debtor have reason to believe that any such suits or proceedings are threatened;







(g)      All financial statements delivered to Secured Party in connection with the Indebtedness have been prepared in accordance with generally accepted accounting principles, and since the date of the most recent financial statement, there has been no material adverse change in Debtor's financial condition; and







(h)      Debtor is and will remain in full compliance with all laws and regulations applicable to it including, without limitation, (i) ensuring that no person who owns a controlling interest in or otherwise controls Debtor is or shall be (Y) listed on the Specially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets Control ("OFAC"), Department of the Treasury, and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation or (Z) a person designated under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar Executive Orders, and (ii) compliance with all applicable Bank Secrecy Act ("BSA") laws, regulations and government guidance on BSA compliance and on the prevention and detection of money laundering violations.







3.        COLLATERAL.







Debtor represents, warrants and covenants as of the date of this Agreement and as of the date of each Collateral Schedule that:







(a)      Until the declaration of any Event of Default, Debtor shall remain in possession of the Collateral; except that Secured Party shall have the right to possess (i) any chattel paper or instrument that constitutes a part of the Collateral, and (ii) any other Collateral in which Secured Party's security interest may be perfected only by possession.  Secured Party may inspect any of the Collateral during normal business hours after giving Debtor reasonable prior notice.  If Secured Party asks, Debtor will promptly notify Secured Party in writing of the location of any Collateral. Notwithstanding anything to the contrary contained in this Agreement, Debtor shall have the right to dispose of Collateral consisting of worn-out, obsolete or surplus equipment having a book value not exceeding $100,000 in the aggregate in any fiscal year of Debtor.







(b)      The Collateral is, and will remain, free and clear of all liens, claims and encumbrances of any kind whatsoever, except for (i) liens in favor of Secured Party, (ii) liens for taxes not yet due or for taxes being contested in good faith and which do not involve, in the judgment of Secured Party, any risk of the sale, forfeiture or loss of any of the Collateral, and (iii) inchoate materialmen's, mechanic's, repairmen's and similar liens arising by operation of law in the normal course of business for amounts which are not delinquent (all of such liens are called "Permitted Liens")







(c)      The Collateral is, and will be, (i) used only in Debtor’s trade or business (and not for personal, family or household purposes), (ii) maintained in good operating order and repair, normal wear and tear excepted, and Debtor is not, and will not be, negligent in its care or use, (iii) used and maintained in compliance with manufacturers recommendations and all applicable laws, and (iv) personal property that is solely and lawfully owned and possessed by Debtor, and Debtor has the sole right to grant the security interest in the Collateral as described herein.







(d)      Secured Party does not authorize and Debtor agrees it shall not (i) part with possession of any of the Collateral (except to Secured Party or for maintenance and repair), (ii) remove any of the Collateral from the continental United States, or (iii) sell, rent, lease, mortgage, license, grant a security interest in or otherwise transfer or encumber (except for Permitted Liens) any of the Collateral. Notwithstanding anything to the contrary contained in this Agreement, Debtor shall have the right to dispose of Collateral consisting of worn-out, obsolete or surplus equipment having a book value not exceeding $100,000 in the aggregate in any fiscal year of Debtor.







(e)      Except for those contested in good faith by appropriate proceedings, diligently conducted, for which adequate reserves are maintained on the books of Debtor, and for which Secured Party has determined that there does not exist any material risk of confiscation, forfeiture or seizure of any of the Collateral, Debtor shall report and pay promptly when due all taxes, license fees, assessments and public and private charges levied or assessed on any of the Collateral, on its use, operation, purchase, ownership, delivery, leasing or possession thereof, or on this Agreement or any of the other Debt Documents (or any receipts hereunder and thereunder), by any governmental entity or taxing authority during or related to the term of this Agreement, or to any other period during which Debtor had use or possession of the Collateral, including, without limitation, all license and registration fees, and all sales, use, personal property, excise, gross receipts, franchise, stamp or other taxes, imposts, duties and charges, together with any penalties, fines or interest thereon (collectively "Taxes").  Debtor shall have no liability for Taxes imposed by the United States of America or any state or political subdivision thereof which are on or measured by the net income of Secured Party.  Debtor shall promptly reimburse Secured Party (on an after-tax basis) for any Taxes charged to or assessed against or paid by Secured Party.  Debtor shall send Secured Party a copy of each report or return and evidence of Debtor's payment of Taxes upon request by Secured Party.  At its option, Secured Party may discharge taxes, liens, security interests or other encumbrances at any time levied or placed on the Collateral and may pay for the maintenance, insurance and preservation of the Collateral and effect compliance with the terms of this Agreement or any of the other Debt Documents.  Debtor agrees to reimburse Secured Party, within ten (10) days after demand, all costs and expenses incurred by Secured Party in connection with such payment or performance and agrees that such reimbursement obligation shall constitute Indebtedness.


 




  





  











  






 


(f)      Debtor shall, at all times, keep accurate and complete records of the Collateral, and Secured Party shall have the right to inspect and make copies of all of Debtor's books and records relating to the Collateral during normal business hours, after giving Debtor reasonable prior notice.







(g)      Debtor agrees and acknowledges that any third person who may at any time possess all or any portion of the Collateral shall be deemed to hold, and shall hold, the Collateral as the agent of, and as pledge holder for, Secured Party. Secured Party may at any time give notice to any third person described in the preceding sentence that such third person is holding the Collateral as the agent of, and as pledge holder for, Secured Party.












4.      INSURANCE.







(a)      Debtor shall at all times bear the entire risk of any loss, theft, damage to, or destruction of, any of the Collateral from any cause whatsoever.







(b)      Debtor agrees, at its own expense, to keep the Collateral insured with companies reasonably acceptable to Secured Party for such amounts and against such hazards as Secured Party may require, including, but not limited to, all risks physical damage insurance for the Collateral itself, including, but not limited to, loss or damage by fire and extended coverage perils, theft, burglary, and for any or all Collateral which are vehicles, for risk of loss by collision.  The physical insurance coverage shall be in an amount no less than the full replacement value of the Collateral, and deductible amounts, insurers and policies shall be acceptable to Secured Party.  Debtor shall deliver to Secured Party policies or certificates of insurance evidencing such coverage.  Each policy shall name Secured Party as loss payee, shall provide for coverage to Secured Party regardless of the breach by Debtor of any warranty or representation made therein, shall not be subject to co-insurance, and shall provide that coverage may not be canceled or altered by the insurer except upon thirty (30) days' prior written notice to Secured Party.  Debtor irrevocably appoints Secured Party as its attorney-in-fact to make proof of loss, claim for insurance and adjustments with insurers, and to receive payment of and execute or endorse all documents, checks or drafts in connection with insurance payments.  Debtor may not make adjustments with insurers except with Secured Party's prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).  Secured Party shall not act as Debtor's attorney-in-fact unless an Event of Default has occurred and is continuing.  Proceeds of insurance shall be applied, at the option of Secured Party, to repair or replace the Collateral or to reduce any of the Indebtedness under the Debt Documents.







5.     REPORTS.







(a)      Debtor shall promptly notify Secured Party (i) at least twenty (20) days' prior to any change in the name of Debtor, (ii) at least twenty (20) days' prior to any change in the state of its incorporation, organization or registration or in its “location” (within the meaning given to such term in Article 9 of the Uniform Commercial Code), (iii) at least thirty (30) days' prior to any relocation of its chief executive offices, (iv) at least twenty (20) days' prior to any permanent or indefinite relocation of any of the Collateral from the location(s) specified in its applicable Collateral Schedule, (v) immediately upon any of the Collateral being lost, stolen, missing, destroyed, materially damaged or worn out, or (vi) immediately upon Debtor becoming aware of any lien, claim or encumbrance other than Permitted Liens attaching to or being made against any of the Collateral.







(b)      Debtor will deliver or make available to Secured Party complete financial statements of Debtor and any guarantor or surety for the obligations under any Loan (each a "Guarantor", and collectively, the "Guarantors"), prepared in accordance with generally accepted accounting principles, consistently applied, certified by a recognized firm of certified public accountants within ninety (90) days of the close of each fiscal year of Debtor, together with a certificate of an authorized officer of Debtor stating that such officer has reviewed the activities of Debtor and that to the best of such officer's knowledge, there exists no Event of Default or event which with notice or lapse of time (or both) would become an Event of Default.  In addition, Debtor will deliver to Secured Party copies of Debtor's and any Guarantor's, if applicable, quarterly financial report certified by the chief financial officer of Debtor, within ninety (90) days of the close of each fiscal quarter of Debtor.  Debtor will deliver or make available to Secured Party all Forms 10-K and 10-Q, if any, filed with the Securities and Exchange Commission within thirty (30) days after the date on which they are filed (it being understood that to the extent the same are properly filed on EDGAR they shall be deemed delivered to Secured Party on the date on which the same are filed on EDGAR).  Documents required to be delivered pursuant to this paragraph (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) shall be deemed to have been delivered on the date (i) on which Debtor (or its parent corporation) posts such documents, or provides a link thereto on Debtor’s (or its parent’s) website on the internet at the website address “www.landec.com” (or any successor page notified to Secured Party); or (ii) on which such documents are posted on Debtor’s (or its parent’s) behalf on an Internet or intranet website, if any, to which Secured Party has access.


 




  





  











  








 


6.      FURTHER ASSURANCES.







(a)      Debtor shall, upon request of Secured Party, furnish to Secured Party such further information, execute and deliver to Secured Party such documents and instruments (including, without limitation, Uniform Commercial Code financing statements) and shall do such other acts and things as Secured Party may at any time reasonably request relating to the perfection or protection of the security interest created by this Agreement or for the purpose of carrying out the intent of this Agreement.  Without limiting the foregoing, Debtor shall cooperate and do all acts deemed necessary by Secured Party to continue in Secured Party a perfected first priority security interest in the Collateral, and shall obtain and furnish to Secured Party any subordinations, releases, landlord waivers, Secured Party waivers, mortgagee waivers, or control agreements, and similar documents as may be from time to time requested by, and in form and substance satisfactory to, Secured Party.







(b)      Debtor authorizes Secured Party to file a financing statement and amendments thereto describing the Collateral and containing any other information required by the applicable Uniform Commercial Code.  Debtor irrevocably grants to Secured Party the power to sign Debtor's name and generally to act on behalf of Debtor to execute and file applications for title, transfers of title, financing statements, notices of lien and other documents pertaining to any or all of the Collateral; this power is coupled with Secured Party's interest in the Collateral.  Debtor shall, if any certificate of title be required or permitted by law for any of the Collateral, obtain and promptly deliver to Secured Party such certificate showing the lien of this Agreement and any applicable CSMA with respect to the Collateral.  Debtor ratifies its prior authorization for Secured Party to file financing statements and amendments thereto describing the Collateral and containing any other information required by the Uniform Commercial Code if filed prior to the date hereof.







(c) DEBTOR HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS EACH OF SECURED PARTY AND ITS AFFILIATES, SUCCESSORS AND ASSIGNS, AND ALL OF SECURED PARTY’S AND SUCH AFFILIATES’, SUCCESSORS’ AND ASSIGNS’ RESPECTIVE DIRECTORS, SHAREHOLDERS, OFFICERS, EMPLOYEES, AGENTS, PREDECESSORS, ATTORNEYS-IN-FACT AND LAWYERS (EACH AN “INDEMNIFIED PARTY”) (ON AN AFTER TAX BASIS) FROM AND AGAINST ANY AND ALL LOSSES, DISPUTES, PENALTIES, CLAIMS, EXPENSES (INCLUDING WITHOUT LIMITATION LEGAL EXPENSES, INCLUDING, BUT NOT LIMITED TO, THOSE INCURRED IN CONNECTION WITH RESPONDING TO SUBPOENAS, THIRD PARTY OR OTHERWISE) DAMAGES AND LIABILITIES (INCLUDING WITHOUT LIMITATION ENVIRONMENTAL LIABILITIES) OF WHATSOEVER KIND AND NATURE ARISING OUT OF OR IN CONNECTION WITH OR RELATING TO THE COLLATERAL,  THIS AGREEMENT OR ANY LOAN OR ANY OTHER DEBT DOCUMENT (AS DEFINED IN SECTION 2 HEREOF) (COLLECTIVELY, “CLAIMS”), REGARDLESS OF WHETHER SUCH INDEMNIFIED PARTY IS A PARTY THERETO AND WHETHER IN LAW OR EQUITY, OR IN CONTRACT, TORT OR OTHERWISE; PROVIDED, HOWEVER, THAT NO INDEMNIFIED PARTY SHALL BE ENTITLED TO INDEMNITY HEREUNDER IN RESPECT OF ANY CLAIM TO THE EXTENT THAT THE SAME IS FOUND BY A FINAL, NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED DIRECTLY FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY.  This indemnity shall include, but is not limited to, Secured Party’s strict liability in tort or otherwise, including Claims that may be imposed on, incurred by or asserted against an Indemnified Party in any way arising out of (i) the selection, manufacture, purchase, acceptance or rejection of Collateral, the ownership of Collateral and the delivery, lease, sublease, chartering, possession, maintenance, use, non-use, financing, mortgaging, control, insurance, testing, condition, titling or re-titling, registration or re-registration, removal, repossession, sale (including all costs, incurred in making Collateral ready for sale after the exercise of remedies as a result of an Event of Default), operation or design of Collateral (including, without limitation, latent and other defects, whether or not discoverable by Secured Party or Debtor and any claim for patent, trademark or copyright infringement or environmental damage or criminal acts, hijacking, acts of terrorism or similar acts), any interchanging or pooling of any parts of the Collateral, if applicable; (ii) any breach of Debtor's or any Guarantor's representations or obligations under any Loan or any other Debt Document or any guaranty, or the failure by Debtor to comply with any term, provision or covenant contained in any Loan or any other Debt Document or with any applicable law, rule or regulation with respect to the Collateral, or the nonconformity of the Collateral or its operation with any applicable law; (iv) any actions brought against any Indemnified Party that arise out of Debtor’s or any Guarantor's actions or omissions (or actions or omissions of Debtor's or Guarantor's agents); or (v) reliance by any Indemnified Party on any representation or warranty made or deemed made by Debtor or any Guarantor (or any of their officers) under or in connection with any Loan or any other Debt Document, or any report or other information delivered by Debtor or Guarantor pursuant hereto which shall have been incorrect in any material respect when made or deemed made or delivered.  Debtor shall pay within ten (10) days after demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any Claims.  Debtor shall, upon request, defend any actions based on, or arising out of, any of the foregoing.  The rights, privileges and indemnities set forth in this Section 6(c) shall survive the expiration or other cancellation or termination of this Agreement.







7.     DEFAULT AND REMEDIES.







(a)      Debtor shall be in default under this Agreement and under any Loan upon the occurrence of any of the following (each an "Event of Default", and collectively, the "Events of Default"):


 




	(i)	  	Debtor fails to pay within ten (10) days after its due date any installment or other amount due under any of the Debt Documents;
	(ii)	  	Debtor, without the prior written consent of Secured Party, attempts to or does sell all or any fractional interest in, rent, lease, license, charter, mortgage, assign, grant a lien on or security interest in, or otherwise transfer or encumber (except for Permitted Liens and dispositions otherwise specifically permitted in writing in this Agreement) any of the Collateral or any part thereof;
	(iii)	  	Debtor breaches any of its insurance obligations under this Agreement or under any other Debt Documents;
	(iv)	  	Debtor breaches any of its other obligations under any of the Debt Documents (other than those described elsewhere in this Section 7(a)) and fails to cure that breach within thirty (30) days after written notice from Secured Party; provided, however, that, if the failure stated in such notice cannot be corrected within such 30-day period, Secured Party will not unreasonably withhold its consent to an extension of such time, not to exceed thirty (30) additional days, if (A) Secured Party determines in its sole discretion, such failure is capable of being cured, (B) at such time there exists no other Event of Default hereunder, and (C) corrective action is instituted by Debtor, within the applicable period and diligently pursued until the default is corrected;
	(v)	  	any warranty, representation or statement made by Debtor or any Guarantor in any of the Debt Documents or otherwise in connection with any of the Indebtedness shall be false or misleading in any material respect when made or furnished;





 




  





  











  






 



	(vi)	 	any of the Collateral is subjected to attachment, execution, levy, seizure or confiscation in any legal proceeding or otherwise, or if any legal or administrative proceeding is commenced against Debtor or any of the Collateral, which in the good faith judgment of Secured Party subjects any of the Collateral to a material risk of attachment, execution, levy, seizure or confiscation and no bond is posted or protective order obtained to negate such risk;
	(vii)	 	any “event of default” has occurred and is continuing under any other agreement by and between Debtor or any Guarantor and Secured Party (or any of its affiliates or parent entities);
	(viii)	 	(A) a receiver, custodian or trustee is appointed for all or of any part of the property of Debtor or any Guarantor, or Debtor or any Guarantor makes any assignment for the benefit of creditors, or Debtor or any Guarantor by any act or omission shall indicate its consent to, approval of or acquiescence in any such appointment of a custodian, receiver or trustee;  or (B) Debtor or any Guarantor files a petition under any bankruptcy, insolvency or similar law, or in the event an involuntary petition is filed against Debtor or any Guarantor and such petition is not dismissed within sixty (60) days, or Debtor or any Guarantor by any act or omission shall indicate its consent to, approval of or acquiescence in any such petition, application, proceeding, order for relief;
	(ix)	 	Debtor or any Guarantor improperly files, or causes to be filed, an amendment or termination statement relating to a filed financing statement describing the Collateral;
	(x)	 	any Guarantor revokes or attempts to revoke its obligations under any Debt Documents to which it is a party or fails to observe or perform any covenant, condition or agreement to be performed under such Debt Document to which it is a party (after giving effect to any applicable grace periods);
	(xi)	 	Debtor or any Guarantor dissolves, terminates its existence, becomes insolvent or ceases to do business as a going concern; or
	(xii)	 	there is any merger, consolidation, reorganization, or change in controlling ownership of Debtor or any Guarantor.







 


The default declaration shall apply to all Notes, CSMAs and Collateral Schedules unless specifically excepted by Secured Party.  Any provision of this Agreement to the contrary notwithstanding, Secured Party may exercise all rights and remedies hereunder independently with respect to each Loan.







(b)      Upon the occurrence and during the continuance of any Event of Default described in Section 7(a)(viii), any and all of the Indebtedness shall automatically become immediately due and payable, without any action by any person or entity.  Upon the occurrence and during the continuance of any other Event of Default, Secured Party, at its option, may declare any or all of the Indebtedness to be immediately due and payable, without demand or notice to Debtor or any Guarantor.  The accelerated obligations and liabilities shall bear interest from the occurrence and during the continuance of the Event of Default (both before and after any judgment) until paid in full at a per annum rate equal to the lower of ten percent (10%) or the maximum rate not prohibited by applicable law (the "Per Diem Interest Rate").  The application of such Per Diem Interest Rate shall not be interpreted or deemed to extend any cure period set forth herein, cure any default or otherwise limit Secured Party's right or remedies hereunder.  Notwithstanding anything to the contrary contained herein, in no event shall this Agreement require the payment or permit the collection of amounts in excess of the maximum permitted by applicable law.







(c)      Upon the occurrence and during the continuance of any Event of Default, Secured Party shall have all of the rights and remedies of a secured party under the Uniform Commercial Code, and under any other applicable law.  Without limiting the foregoing, Secured Party shall have the right to  (i) [reserved],  (ii) with or without legal process, enter any premises where the Collateral may be and take possession of and remove the Collateral from the premises or store it on the premises,  (iii) sell the Collateral at public or private sale, in whole or in part, and have the right to bid and purchase at said sale, or  (iv) lease or otherwise dispose of all or part of the Collateral, applying proceeds from such disposition to the obligations then in default.  If requested by Secured Party, Debtor shall promptly assemble the Collateral and make it available to Secured Party at a place to be designated by Secured Party which is reasonably convenient to both parties.  Secured Party may also render any or all of the Collateral unusable at Debtor's premises and may dispose of such Collateral on such premises without liability for rent or costs.  Any notice that Secured Party is required to give to Debtor under the Uniform Commercial Code of the time and place of any public sale or the time after which any private sale or other intended disposition of the Collateral is to be made shall be deemed to constitute reasonable notice if such notice is given to the last known address of Debtor at least ten (10) days prior to such action.







(d)      Secured Party shall have the right to any proceeds of sale, lease or other disposition of the Collateral, if any, and the right to apply any amounts so collected or (as the case may be)  otherwise collected from Debtor or Guarantor pursuant to this Section 7 or under any other Debt Document in the following order of priorities:  (i) to pay all of Secured Party's costs, charges and expenses incurred in enforcing its rights under any Debt Document or in taking, removing, holding, repairing, refurbishing, selling, leasing or otherwise disposing of the Collateral; then, (ii) to pay any and all late fees, per diem fees, other such charges due under any Debt Document, any and all interest due under any Debt Document and all amounts owing pursuant to any indemnity claims; then (iii) to pay all principal due under the Loans;  then (iv) to pay all other amounts due and owing to Secured Party under any of the Debt Documents; then (v) any surplus shall be remitted to Debtor or (as the case may be) any other party legally entitled thereto.  Debtor shall remain liable for and pay any deficiency in (i), (ii), (iii) and (iv) immediately upon demand.







(e)      Debtor agrees to pay all reasonable attorneys' fees and other costs incurred by Secured Party in connection with the enforcement, assertion, defense or preservation of Secured Party's rights and remedies under any Debt Document, or if prohibited by law, such lesser sum as may be permitted. Debtor further agrees that such fees and costs shall constitute Indebtedness.


 




  





  











  






 


(f)      Secured Party's rights and remedies under this Agreement and the other Debt Documents or otherwise arising are cumulative and nonexclusive of any other rights and remedies that Secured Party may have under any other agreement or at law or in equity and may be exercised individually or concurrently, and any or all thereof may be exercised instead of or in addition to each other or any remedies at law, in equity, or under statute.  Neither the failure nor any delay on the part of Secured Party to exercise any right, power or privilege under this Agreement or any other Debt Document shall operate as a waiver, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise of that or any other right, power or privilege.  SECURED PARTY SHALL NOT BE DEEMED TO HAVE WAIVED ANY OF ITS RIGHTS UNDER THIS AGREEMENT OR UNDER ANY OTHER DEBT DOCUMENT UNLESS SUCH WAIVER IS EXPRESSED IN WRITING AND SIGNED BY SECURED PARTY.  A waiver on any one occasion shall not be construed as a bar to or waiver of any right or remedy on any future occasion.  Except as provided in Section 7(c) above, Debtor waives notice of sale or other disposition (and the time and place thereof), and the manner and place of any advertising, and any other notice required to be given under the Uniform Commercial Code.  Secured Party shall have no obligation to marshal any of the Collateral.







(g)      Any Event of Default under the terms of this Agreement, any other Debt Document or any other agreement between Secured Party and Debtor may be declared by Secured Party a default under this Agreement, any other Debt Document and any such other agreement between Secured Party and Debtor.







8.      MISCELLANEOUS.







(a)      This Agreement, any Note, Collateral Schedule and/or any of the other Debt Documents may be assigned, in whole or in part, by Secured Party without notice to Debtor, and Debtor hereby waives and agrees not to assert against any such assignee, or assignee's assigns, any defense, set-off, recoupment, claim or counterclaim which Debtor has or may at any time have against Secured Party for any reason whatsoever.  Debtor agrees that if Debtor receives written notice of an assignment from Secured Party, Debtor will pay all amounts payable under any assigned Debt Documents to such assignee or as instructed by Secured Party.  Debtor also agrees to confirm in writing receipt of the notice of assignment as may be reasonably requested by Secured Party or assignee.  DEBTOR SHALL NOT SELL, TRANSFER, ASSIGN, OR OTHERWISE ENCUMBER ANY OF DEBTOR’S RIGHTS, OBLIGATIONS OR INTERESTS UNDER THIS AGREEMENT, ANY NOTE, COLLATERAL SCHEDULE OR OTHER DEBT DOCUMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF SECURED PARTY.







(b)      All notices to be given in connection with this Agreement shall be in writing, shall be addressed to the parties at their respective addresses set forth in this Agreement (unless and until a different address may be specified in a written notice to the other party), and shall be deemed given  (i) on the date of receipt if delivered in hand or by facsimile transmission,  (ii) on the next business day after being sent by express mail, and  (iii) on the fourth business day after being sent by regular, registered or certified mail.  As used herein, the term "business day" shall mean and include any day other than Saturdays, Sundays, or other days on which commercial banks in New York, New York are required or authorized to be closed.







(c)      Upon notice to Debtor, Secured Party may correct patent errors and fill in all blanks in this Agreement, in any Collateral Schedule or in any other Debt Document consistent with the agreement of the parties.







(d)      Time is of the essence of this Agreement.  This Agreement shall be binding, jointly and severally, upon all parties described as the "Debtor" and their respective heirs, executors, representatives, successors and assigns, and shall inure to the benefit of Secured Party, its successors and assigns.







(e)      The unenforceability of any provisions hereof or of the Debt Documents shall not affect the validity of any other provision hereof or thereof.







(f)      Debtor hereby acknowledges and agrees that Secured Party reserves the right to impose fees or charges for returned checks and certain optional services that Secured Party may offer or provide to Debtor during the term of this Agreement.  Secured Party will notify Debtor the amount of the applicable fee or charge if Debtor requests such optional services.  In addition, Secured Party may make available to Debtor a schedule of fees or charges for such optional services from time to time or upon demand, provided, however, that such fees and charges are subject to change in Secured Party's sole discretion without notice to Debtor.







(g)      This Agreement and its Collateral Schedules and related Notes constitute the entire agreement between the parties with respect to the subject matter of this Agreement and supersede all prior understandings (whether written, verbal or implied) with respect to such subject matter.  THIS AGREEMENT AND ITS COLLATERAL SCHEDULES AND RELATED NOTES SHALL NOT BE CHANGED OR TERMINATED ORALLY OR BY COURSE OF CONDUCT, BUT ONLY BY A WRITING SIGNED BY BOTH PARTIES.  Section headings contained in this Agreement have been included for convenience only, and shall not affect the construction or interpretation of this Agreement.







(h)      This Agreement shall continue in full force and effect until all of the Indebtedness has been indefeasibly paid in full to Secured Party or its assignee.  The surrender, upon payment or otherwise, of any Note or any of the other documents evidencing any of the Indebtedness shall not affect the right of Secured Party to retain the Collateral for such other Indebtedness as may then exist or as it may be reasonably contemplated will exist in the future.  This Agreement shall automatically be reinstated if Secured Party is ever required to return or restore the payment of all or any portion of the Indebtedness (all as though such payment had never been made).







(i)      DEBTOR AND SECURED PARTY HEREBY UNCONDITIONALLY WAIVE THEIR RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THIS AGREEMENT, ANY OF THE DEBT DOCUMENTS, ANY DEALINGS BETWEEN DEBTOR AND SECURED PARTY RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION OR ANY RELATED TRANSACTIONS, AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN DEBTOR AND SECURED PARTY.  THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT (INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS).  THIS WAIVER IS IRREVOCABLE MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT, ANY OF THE OTHER DEBT DOCUMENTS OR ANY OTHER DOCUMENTS RELATING TO THIS TRANSACTION OR ANY RELATED TRANSACTION.  IN THE EVENT OF ANY LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.


 




  





  











  






 


(j)      THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES OF SUCH STATE), INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, REGARDLESS OF THE LOCATION OF THE COLLATERAL.  DEBTOR IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK TO HEAR AND DETERMINE ANY SUIT, ACTION OR PROCEEDING AND TO SETTLE ANY DISPUTES, WHICH MAY ARISE OUT OF OR IN CONNECTION HEREWITH AND WITH THE DEBT DOCUMENTS (COLLECTIVELY, THE "PROCEEDINGS"), AND DEBTOR FURTHER IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO REMOVE ANY SUCH PROCEEDINGS FROM ANY SUCH COURT (EVEN IF REMOVAL IS SOUGHT TO ANOTHER OF THE ABOVE-NAMED COURTS).  DEBTOR IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MIGHT NOW OR HEREAFTER HAVE TO THE ABOVE-NAMED COURTS BEING NOMINATED AS THE EXCLUSIVE FORUM TO HEAR AND DETERMINE ANY SUCH PROCEEDINGS AND AGREES NOT TO CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF THE ABOVE-NAMED COURTS FOR ANY REASON WHATSOEVER, THAT IT OR ITS PROPERTY IS IMMUNE FROM LEGAL PROCESS FOR ANY REASON WHATSOEVER, THAT ANY SUCH COURT IS NOT A CONVENIENT OR APPROPRIATE FORUM IN EACH CASE WHETHER ON THE GROUNDS OF VENUE OR FORUM NON-CONVENIENS OR OTHERWISE.  DEBTOR ACKNOWLEDGES THAT BRINGING ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY COURT OTHER THAN THE COURTS SET FORTH ABOVE WILL CAUSE IRREPARABLE HARM TO SECURED PARTY WHICH COULD NOT ADEQUATELY BE COMPENSATED BY MONETARY DAMAGES, AND, AS SUCH, DEBTOR AGREES THAT, IN ADDITION TO ANY OF THE REMEDIES TO WHICH SECURED PARTY MAY BE ENTITLED AT LAW OR IN EQUITY, SECURED PARTY WILL BE ENTITLED TO AN INJUNCTION OR INJUNCTIONS (WITHOUT THE POSTING OF ANY BOND AND WITHOUT PROOF OF ACTUAL DAMAGES) TO ENJOIN THE PROSECUTION OF ANY SUCH PROCEEDINGS IN ANY OTHER COURT.  Notwithstanding the foregoing, Secured Party shall have the right to apply to a court of competent jurisdiction in the United States of America or abroad for equitable relief as is necessary to preserve, protect and enforce its rights under this Agreement and any other Debt Document, including, but not limited to orders of attachment or injunction necessary to maintain the status quo pending litigation or to enforce judgments against Debtor, any Guarantor or the collateral pledged to Secured Party pursuant to any Debt Document or to gain possession of such collateral.







(k)      This Agreement and any amendments, waivers, consents or supplements hereto in connection herewith may be executed in any number of counterparts and by different parties hereto in separate counterparts, all of which taken together shall constitute one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.  Delivery of an executed signature page of this Agreement or any delivery contemplated hereby by facsimile or electronic transmission shall be as effective as delivery of a manually executed counterpart thereof.







(l)       To the extent that any Note and Collateral Schedule would constitute chattel paper, as such term is defined in the Uniform Commercial Code as in effect in any applicable jurisdiction, no security interest therein may be created through the transfer or possession of this Agreement in and of itself without the transfer or possession of the original of a such Note and Collateral Schedule executed pursuant to this Agreement and incorporating this Agreement by reference.







(m)     Debtor authorizes Secured Party and its representatives to contact and communicate with Debtor and provide Debtor with information and notices relating to Secured Party’s services and products from time to time, including, without limitation, solicitations and/or materials advertising the commercial availability, price or quality of goods, property or services, via facsimile transmission or email.







(n)      Debtor hereby acknowledges that it has not received or relied on any legal, tax, financial or accounting advice from Secured Party and that Debtor has had the opportunity to seek advice from its own advisors and professionals in that regard.

















[SIGNATURE PAGE FOLLOWS]









  





  











  











IN WITNESS WHEREOF, Debtor and Secured Party, intending to be legally bound hereby, have duly executed this Agreement in one or more counterparts, each of which shall be deemed to be an original, as of the day and year first above written.


 



SECURED PARTY:





General Electric Capital Corporation











	By:	
/s/ Kevin Deady

	 	By:	
/s/ Gregory S. Skinner

	 
	 	 	 	 	 	 
	
Name:

	
Kevin Deady

	 	Name:	
Gregory S. Skinner

	 
	 	 	 	 	 	 
	Title:	
Sr. Risk Analyst

	 	Title:	
V. President

	 







 












Signature page for Master Security Agreement


 




  





  











  






 


COLLATERAL SCHEDULE NO. 8727912-001 (“COLLATERAL SCHEDULE”)


DATED THIS APRIL 23, 2012


BETWEEN GE CAPITAL COMMERCIAL INC.


(TOGETHER WITH ITS SUCCESSORS AND ASSIGNS, IF ANY, “SECURED PARTY”)


AND


APIO, INC.(“DEBTOR”)


TO MASTER SECURITY AGREEMENT


DATED AS OF APRIL 23, 2012


BETWEEN GENERAL ELECTRIC CAPITAL CORPORATION (“GECC”)


AND


DEBTOR


 


 


 



	Secured Party & Mailing Address:	Debtor & Mailing Address:
	 	 
	
GE Capital Commercial Inc.


c/o General Electric Capital Corporation

	
Apio, Inc.


	
4 Park Plaza, Suite 1400


Irvine, CA 92614

	
P.O. Box 727


Guadalupe, CA  93434












This Collateral Schedule is executed pursuant to, and incorporates by reference the terms and conditions of, and capitalized terms used but not defined herein shall have the meanings assigned to them in, the Master Security Agreement identified above (the “Master Agreement”).  This Collateral Schedule and the terms of the Master Agreement incorporated herein by reference are collectively referred to as the "CSMA").  Among other things, the CSMA describes Collateral (as defined in the Master Agreement) in which Debtor has granted Secured Party a security interest in connection with the Indebtedness (as defined in the Master Agreement) including without limitation that certain Promissory Note dated April 23, 2012, in the original principal amount of  $12,660,000.00 (the “Note”).  The CSMA and the Note (as any of the same may be amended, supplemented or otherwise modified from time to time) are collectively referred to as the “Loan”.  The Loan is a separate and independent transaction and contractual obligation between Debtor and Secured Party, and notwithstanding the existence of other collateral schedules to, and/or promissory notes issued under, the Master Agreement, Secured Party may take enforcement action with respect to this CSMA and the Collateral described herein independently of any other collateral schedule(s) executed pursuant to the Master Agreement. DEBTOR HEREBY ACKNOWLEDGES AND AGREES THAT THE ORIGINATING SECURED PARTY UNDER THIS LOAN IS GE CAPITAL COMMERCIAL INC. AND THIS LOAN AND ALL OTHER DEBT DOCUMENTS (IN EACH CASE, SOLELY TO THE EXTENT RELATING TO THIS LOAN) SHALL BE CONSTRUED ACCORDINGLY.  SECURED PARTY SHALL HAVE ALL RIGHTS OF GECC UNDER THE MASTER AGREEMENT.  SECURED PARTY MAY APPOINT AGENTS (INCLUDING GECC) TO ACT ON ITS BEHALF.








	
A.

	
DESCRIPTION OF COLLATERAL SCHEDULE COLLATERAL:   SEE ATTACHED ANNEX A-1 THROUGH A-5

















and including all additions, attachments, accessories and accessions thereto, and any and all substitutions, upgrades, replacements or exchanges therefor, and all insurance and/or other proceeds thereof.








	
B.

	
CERTIFICATION OF ACCEPTANCE:  Debtor hereby certifies and warrants that as of the date set forth below under Debtor’s signature or, if such date is not completed, the date of this Collateral Schedule as set forth above:  (i) all the collateral listed above (the “Collateral Schedule Collateral”) has been delivered and installed (if applicable); (ii) Debtor has inspected the Collateral Schedule Collateral, and all such testing as it deems necessary has been performed by Debtor or the applicable supplier or manufacturer; (iii) Debtor has found all such Collateral Schedule Collateral to be satisfactory and meets all applicable specifications and is fully operational for its intended use; and (iv) with respect to new items of Collateral, copies of the Bill(s) of Lading or other documentation acceptable to Secured Party which show the date of delivery of the Collateral Schedule Collateral will be provided to Secured Party upon request.













	
C.

	
CERTIFICATION OF NO DEFAULT:  Debtor does further certify that as of the date set forth below under Debtor’s signature or, if such date is not completed, the date of this Collateral Schedule as set forth above:  (i) There exists no Event of Default under the Loan; and (ii) the representations and warranties made by Debtor pursuant to or under the Loan are true and correct in all material respects.













	
D.

	
DOCUMENTATION FEE:  $94,950.00, payable on or before the date of the Note.







 




  





  











  






 



	
E.

	
Modifications and Additions for this Collateral Schedule Only













	
  

	
1.

	
For purposes of this Collateral Schedule, the Master Agreement is amended and/or supplemented with the following terms and conditions:













	
(i)

	 	
Preferred Payment Terms.  Credit to Debtor’s account for this Loan may be delayed if payment is (a) not received at the Secured Party’s payment address indicated in Secured Party’s invoice or other instructions from Secured Party from time to time or (b) not accompanied by Secured Party’s invoice number.  Preferred forms of payment include direct debit, wires, company checks and certified checks.  Payment in any other form may delay processing or be returned to Debtor.  Delayed credit may cause Debtor to incur a late payment fee.  All credit for payments of Debtor’s account for this Loan are subject to final payment by the institution on which the item of payment was drawn.













	
(ii)

	 	
Payment Application.  Secured Party reserves the right to select the method by which payments and credits are allocated to the Loan account of the Debtor in Secured Party’s sole discretion.













	
(iii)

	 	
Disputed Payments.  Without prejudice to any of the rights and remedies of Secured Party under the Loan or (as the case may be) any of the other Debt Documents, all written communication concerning disputed amounts, including any check or other payment instrument that (a) indicates that the written payment constitutes “payment in full” or is tendered as full satisfaction of a disputed amount or (b) is tendered with other conditions or limitation must be mailed or delivered to the Secured Party at the address for billing inquiries and/or correspondence shown on the invoice or statement and not to the payment address.













	
(iv)

	 	
Compliance with Applicable Laws.  It is the intention of the parties hereto to comply with any applicable usury laws; accordingly, it is agreed that, any provisions in the Loan to the contrary notwithstanding, in no event shall the Loan require the payment or permit the collection of interest or any amount in the nature of interest or fees in excess of the maximum amount permitted by applicable law as now or hereafter construed by a court of competent jurisdiction.  If any such excess interest is contracted for, charged or received pursuant to the Loan, or in the event that all of the principal balance under the Loan shall be prepaid, so that under any of such circumstances the amount of interest contracted for, charged or received shall exceed the maximum amount of interest permitted by applicable law as so construed, then in such event any such excess which may have been collected shall, at Secured Party’s option, either be credited to the unpaid principal balance of or other amounts payable under the Loan as a prepayment of principal or such other amounts, without any prepayment fee, or refunded to Debtor, and the effective rate of interest shall automatically be reduced to the maximum lawful rate allowed under applicable law as now or hereafter construed by a court of competent jurisdiction.  Without limiting the foregoing, all calculations of the rate of interest contracted for, charged or received with respect to the Loan which are made for the purpose of determining whether such rate exceeds the maximum lawful contract rate, shall be made, to the fullest extent permitted by applicable law, by amortizing, prorating, allocating and spreading in equal parts during the period of the full stated term of the indebtedness, all interest at any time contracted for, charged to or received from Debtor in connection with such indebtedness. Notwithstanding the foregoing, if any applicable law is amended or the law of the United States of America preempts any applicable law, so that it becomes lawful for Secured Party to receive a greater interest per annum rate than is presently allowed, Debtor agrees that, on the effective date of such amendment or preemption, as the case may be, the lawful maximum hereunder shall be increased to the maximum interest per annum rate allowed by the amended law or the law of the United States of America.













	
(v)

	 	
Information Sharing Consent.  Debtor and each of Debtor’s affiliates authorize Secured Party to disclose information about Debtor and Debtor’s affiliates that Secured Party may at any time possess to any Secured Party affiliate, successor, assign and/or participant, and/or to any manufacturer or vendor of any property subject to the Loan or to any other party with a financial interest in the Loan, whether such information was supplied by Debtor to Secured Party or otherwise obtained by Secured Party.













	
(vi)

	 	
Secured Party Assignment.  Secured Party, from time to time, may assign, sell, or transfer in whole or in part its interests in the Loan, or any of its rights under any of the other Debt Documents, including servicing rights, whether as part of a securitization transaction or by participation, assignment, sale or other transfer (in each case, a “ Secured Party Transfer”).  Upon a Secured Party Transfer of Secured Party’s entire right and interest under the Loan and (as the case may be) any other Debt Documents, Secured Party shall automatically be relieved, from and after the date of such assignment, of liability for the performance of any obligation of Secured Party contained in the Loan and (as the case may be) any other Debt Documents arising or accruing from or after the assignment.













	
(vii)

	 	
Governing Law.  THE STATE OR COMMONWEALTH INDICATED IN THE GOVERNING LAW PROVISION SET FORTH IN THE MASTER AGREEMENT AND THE NOTE SHALL BE REPLACED WITH THE STATE OF NEW YORK.













	
(viii)

	 	
Consent to Jurisdiction.  Any legal action or proceeding with respect to this Loan or any other Debt Documents, shall be brought exclusively in the federal or state courts located in the State of New York, and Debtor accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts; provided, however, that nothing in this Loan or any other Debt Documents shall limit or restrict the right of Secured Party to commence any proceeding in the federal or state courts located in the state in which any Collateral is located to the extent Secured Party deems such proceeding necessary or advisable to exercise remedies available under this Loan or any other Debt Documents or to commence legal proceedings or otherwise proceed against the Debtor in any other jurisdiction. Secured Party and Debtor hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such jurisdictions.







 




  





  











  






 



	
  

	
2.

	
Promotional Materials.  Debtor hereby confirms that Secured Party is authorized and permitted to use Debtor's name, logo and/or trademark in connection with certain promotional materials that Secured Party may disseminate to the public in connection with the transaction contemplated under this Loan, the Master Agreement and/or (as the case may be) any other loan entered into under the Master Agreement and the business relationship between Debtor and Secured Party established under the Master Agreement and each loan, and such promotional materials may include, but are not limited to, presentations, brochures, internet website, advertising in newspaper and/or other publications.  Secured Party agrees, if Debtor so requests in writing, to give Debtor an opportunity to review and comment on any such promotional materials.












Except as expressly modified hereby, all terms and provisions of the Master Agreement shall remain in full force and effect.  In the event of any conflict between the provisions of this Collateral Schedule and the provisions of the Master Agreement, the provisions of this Collateral Schedule shall prevail with respect to the Loan created hereunder.  This Collateral Schedule is not binding or effective with respect to the Master Agreement or Collateral until executed on behalf of Secured Party and Debtor by authorized representatives of Secured Party and Debtor, respectively.












[SIGNATURE PAGE FOLLOWS]


 




  





  











  








IN WITNESS WHEREOF, Debtor and Secured Party, intending to be legally bound hereby, have duly executed this Collateral Schedule in one or more counterparts, each of which shall be deemed to be an original, as of the date indicated below.


 










	SECURED PARTY:	 	DEBTOR:	 
	GE Capital Commercial, Inc.	 	Apio, Inc.	 
	 	 	 	 	 	 
	By:	
/s/ Kevin Deady

	 	By:	
/s/ Gregory S. Skinner

	 
	 	 	 	 	 	 
	
Name:

	
Kevin Deady

	 	Name:	
Gregory S. Skinner

	 
	 	 	 	 	 	 
	Title:	
Authorized Signatory

	 	Title:	
Vice President

	 







 


 


 





Signature Page for Collateral Schedule No. 8727912-001




 




  





  











  






 



ANNEX A-1


TO COLLATERAL SCHEDULE NO. 8727912-001


TO MASTER SECURITY AGREEMENT


DATED AS OF APRIL 23, 2012




 



	
DEBTOR:

	
Apio, Inc.


	
SECURED PARTY:

	
GE Capital Commercial, Inc.


	
EQUIPMENT LOCATION:

	
4575 West Main Street, Guadalupe, CA 93434


	  	  	  	  
	
Asset #

	
Asset Description

	
Tag #

	
Serial Number


	  	  	  	  
	
7

	
1996 GMC Sierra Pickup; brown

	
1000013

	
1GTEK19K3RE556510


	
762

	
2001 Chevy; CK15703; white

	  	
1GCEK14V21Z113392


	
1325

	
'87 International Flatbed

	
1000050

	
1HTLDUGP3HH504330


	
1560

	
1999 Silverado; pewter

	
1000763

	
1GCEK19TOXE226555


	
1638

	
2000 Silverado; gold

	  	
1GCEC19T9YZ328735


	
1650

	
Ford Explore, 2000, white

	  	
1FMZU63P1YZB89655


	
2221

	
Watering Truck

	  	
1HTAR1825BHB24745


	
2384

	
2006 Chevy Silverado

	  	
1GCHK29D26E191012


	
2430

	
2005 Chevy

	  	
LAST FOUR DIGITS 7214


	
2496

	
VA Trans Truck - 08 Intl 4300

	  	
HTMMAAN08H560509


	
2530

	
2008 GMC Sierra 1500

	  	
2GTFK13M081184859


	
2583

	
GMC Sierrra 2008

	
243075

	  
	
2627

	
Toyota Tundra 4x4 2010 White

	  	
5TFUM5F19AX003538


	
2629

	
Toyota Tundra 4x4 2010 Silver

	  	
5TFUM5F13AX002868


	
2666

	
2010 Chevy Silverado Gray

	
8Z65129

	
1GCSKTE35AZ132787


	
2670

	
2010 Chevy Silverado Silver

	  	
3GCRKSE3XAG289255


	
2671

	
2010 Chevy Silverado White

	
47270A1

	
3GCRKSE37AG295174


	
2685

	
2011 GMC Sierra 1500 Grey

	  	
3GTP2VE37BG258622


	  	  	  	  
	  	  	  	  
	
248

	
Conference Room Furniture

	
3001008

	  
	
265

	
Receptionist Console

	  	  
	
278

	
Plymold Flat Bench Units

	  	
FF77896


	
1780

	
InFocus ZGA Projector

	  	  
	
2174

	
Apio PMA Booth Graphics

	  	  
	
2203

	
Cal Ex Office Lshld Imrvmnts

	  	  
	
2218

	
Cubicles for QA Lab

	  	  
	
2336

	
Entrance & Truck "Apio" Signs

	  	  
	
2337

	
VA Office Furniture

	  	  
	
2348

	
VA Break Room 5 Tables

	  	  
	
2406

	
Refrigeration Units for PMA

	  	
0609001391 & 0609001392


	
2550

	
New Trade Show Booth

	  	  
	
2552

	
QA Office Furniture

	  	  
	
2560

	
Lab Furniture

	  	  
	  	  	  	  
	  	  	  	  
	
275

	
Plant Video Camera Equipment

	
1000806

	  
	
368

	
Phone Wiring, New

	  	  
	
1541

	
Fire Safe - Media Manager

	
3001212

	  
	
1629

	
HP Laserjet Printers

	  	  
	
1774

	
HP LaserJet 4100TN

	  	
USBGC00778


	
1788

	
JD Edwards System

	
SOFTWARE

	
M1H36A02R


	
1892

	
JD Edwards System

	
3001203

	  
	
1927

	
Toshiba Tecra M2 PTM20U-OM

	
1001388

	
44049468P


	
2032

	
FireKing Electronic Media Safe

	
CAL-EX

	
DS1817-1LG


	
2101

	
MS MBL Visio Std 2002

	  	
D86-00916


	
2142

	
JDE-T2 + Array

	  	  
	
2167

	
Acer 17" LCD Screens

	
1001341-45

	  
	
2168

	
Motorola Hand Radios

	  	  





 



INITIALS DEBTOR:  /s/  GSS


 


INITIALS SECURED PARTY:  /s/  KD




 




  





1 OF 10











  






 



ANNEX A-1


TO COLLATERAL SCHEDULE NO. 8727912-001


TO MASTER SECURITY AGREEMENT


DATED AS OF APRIL 23, 2012







	
DEBTOR:

	
Apio, Inc.


	
SECURED PARTY:

	
GE Capital Commercial, Inc.


	
EQUIPMENT LOCATION:

	
4575 West Main Street, Guadalupe, CA 93434


	  	  	  	  
	
Asset #

	
Asset Description

	
Tag #

	
Serial Number


	  	  	  	  
	
2193

	
Cisco Wireless Access Points

	  	  
	
2211

	
Expansion Array for JDE

	
3001042

	  
	
2240

	
Lexicom AS2

	
3001047

	  
	
2255

	
JD Edwards

	  	  
	
2258

	
Client Software Cmplcy

	  	  
	
2290

	
HP Proliant DL140

	
3001028

	
M03FMF6238


	
2291

	
Cisco Firewall

	
3001044

	
CON-SNT-PKG7


	
2299

	
Auto Cad

	  	  
	
2313

	
Antivirus Server

	  	  
	
2323

	
Softshare Delta/ECS

	  	  
	
2335

	
Avaya Phone System

	
3001204

	  
	
2370

	
Internet Redundancy - Radware

	  	  
	
2371

	
MS Office & MS 2003 Server

	  	  
	
2372

	
Security Camera

	
4000221

	  
	
2380

	
Justice Lab  - Chrome

	  	  
	
2399

	
Data Warehouse Server

	
3001214

	  
	
2400

	
Cognos Contributor

	  	  
	
2402

	
Avaya Phone Win VCL 8 channel

	  	  
	
2405

	
RFID Wal-Mart Project

	  	  
	
2410

	
EDI Backup Server

	
3001219

	  
	
2421

	
Citrix Service

	
3001216-218

	
100J3-100J1-100HY


	
2427

	
Easy Pay Manager

	  	  
	
2437

	
BackUp Server Replacement

	  	  
	
2440

	
Tech Display Equp 4 Tradeshows

	
3001175

	  
	
2504

	
RF Scan Gun

	  	  
	
2507

	
Engine Room Monitoring Device

	
3001213

	  
	
2508

	
Cognos

	  	  
	
2519

	
New File Server APIOFS1

	
3001215

	  
	
2521

	
RF Scan Gun

	  	  
	
2523

	
Engine Rm Monit Device

	  	  
	
2526

	
Bck Up & Recovery For Cognos

	  	  
	
2532

	
Laptop D Sherrod

	  	  
	
2533

	
Laptop For Ray Clark

	
3001211

	
28361708Q


	
2536

	
2 MS SQL Servers - Enterprise

	  	  
	
2561

	
Weight Ticket Sftwr & Hrdwr

	  	  
	
2563

	
Wireless Infastructure Project

	
3001201

	  
	
2581

	
Expansion Array

	
3001200

	  
	
2607

	
Apio E-mail Server

	
3001202

	  
	
2608

	
QA Data Colection Hardware

	  	  
	
2611

	
140 Windows 08 Server Licenses

	  	  
	
2612

	
109 SQL 2008 Access Licenses

	  	  
	
2642

	
NetAPP Raid Array

	
3001197

	  
	
2664

	
Co-Pack IT System Equipment

	  	  
	
2684

	
VM Ware Expansion

	  	  
	
2749

	
Office 2010 Upgrade

	  	  
	  	  	  	  
	  	  	  	  
	
16

	
Metal Detector

	
2000182

	
21981


	
36

	
Metal Detector

	
2000238

	
12011-03


	
51

	
Combo Scale

	
1000713

	  





 



INITIALS DEBTOR:  /s/  GSS


 


INITIALS SECURED PARTY:  /s/  KD




 




  





2 OF 10











  






 



ANNEX A-1


TO COLLATERAL SCHEDULE NO. 8727912-001


TO MASTER SECURITY AGREEMENT


DATED AS OF APRIL 23, 2012


 





	
DEBTOR:

	
Apio, Inc.


	
SECURED PARTY:

	
GE Capital Commercial, Inc.


	
EQUIPMENT LOCATION:

	
4575 West Main Street, Guadalupe, CA 93434


	  	  	  	  
	
Asset #

	
Asset Description

	
Tag #

	
Serial Number


	  	  	  	  
	
61

	
Platform

	
1000714

	  
	
116

	
Upgrade to Cooler Racks

	  	  
	
118

	
Metal Detector

	
1000061

	
13292-01


	
127

	
Chain Hoist

	  	  
	
139

	
Floor Scale

	  	  
	
145

	
Newtec Scale

	  	  
	
156

	
Ice Pulverizer

	
2000200

	  
	
187

	
Slicing Wheel

	  	  
	
191

	
Addition to Metal Detector

	  	  
	
209

	
Coils

	  	  
	
211

	
Packaging Equip (D'Arrigo Bros

	
1000712

	  
	
260

	
Mini Tray Machine

	  	  
	
266

	
Electric Chain Hoist w/15' cha

	  	  
	
291

	
Bagger (VA Expansion)

	  	  
	
335

	
Cascading Dryer Conveyor

	  	  
	
338

	
Celery Cutter Machine

	
2000356

	  
	
354

	
Metal Detector, Safeline

	
100081B

	
42329


	
357

	
Yellow Waste Bins (30)

	  	  
	
362

	
Submersible Sump Pump

	
30001114

	  
	
364

	
Cull Elevator

	
1000070A

	
117652-A


	
374

	
Blue Macro Bins 34-FVLF (40)

	  	  
	
395

	
Processing Line - VA

	
1000071

	
15026-1


	
406

	
Green Cauliflower Trays(7,500)

	  	  
	
409

	
40hp Sullair Compressor

	
2000362

	
003-123548/005-D17399


	
436

	
Broccoli Line (VA Expansion)

	  	  
	
465

	
Green Chillpck TrayTote(2,400)

	  	
018592E04M


	
472

	
Cauliflower Line (VA Expansion

	  	  
	
486

	
Marathon Trash Compactors (2)

	  	  
	
492

	
Green Chillpck TrayTote(2400)

	  	  
	
494

	
Green Chillpck Tray/Tote (400)

	  	  
	
518

	
Haug AS-400 Auto Tray Sealer

	  	  
	
530

	
Green Chillpck TrayTote(2400)

	  	  
	
551

	
Green Chillpck TrayTote(2400)

	  	  
	
575

	
Red Chillpck TraTote(2400)

	  	  
	
579

	
Party Tray Line/Sealer (Expans

	  	  
	
584

	
Red Chillpck TrayTote(2400)

	  	  
	
587

	
Red Chillpck TrayTote(2400)

	  	  
	
590

	
Red Chillpack Tray/Tote (300)

	  	  
	
683

	
Haysen Bag Forming Collars

	  	
72769DSL


	
685

	
Cooler Fans

	  	  
	
707

	
Tru - Hone Knife Sharpener

	  	  
	
710

	
Processing Line Conveyer Exten

	  	  
	
1049

	
Cull System

	
1000070B

	
117652-B


	
1065

	
Scale Feed/Distribution System

	  	  
	
1172

	
Yellow Cauliflower Trays(4000)

	  	  
	
1255

	
Bagger - IIIapack

	
1000073

	
1186224


	
1270

	
Cauliflower Line

	
1000074

	  
	
1284

	
Cauliflower Totes

	  	  
	
1314

	
Reyco Cull System

	
2000346

	  
	
1342

	
40' Container

	  	
VC5714







 



INITIALS DEBTOR:  /s/  GSS


 


INITIALS SECURED PARTY:  /s/  KD




 




  





3 OF 10











  






 



ANNEX A-1


TO COLLATERAL SCHEDULE NO. 8727912-001


TO MASTER SECURITY AGREEMENT


DATED AS OF APRIL 23, 2012







	
DEBTOR:

	
Apio, Inc.


	
SECURED PARTY:

	
GE Capital Commercial, Inc.


	
EQUIPMENT LOCATION:

	
4575 West Main Street, Guadalupe, CA 93434


	  	  	  	  
	
Asset #

	
Asset Description

	
Tag #

	
Serial Number


	  	  	  	  
	
1604

	
Barnes Pump

	
2000115

	
0663033-0998


	
1666

	
Barnes Pump

	
2000116

	
1189-52596


	
1671

	
Ice Injector

	
1000157G

	  
	
1723

	
Packing Line (VA Expansion)

	  	  
	
1741

	
Chlorination system

	
2000121

	  
	
1801

	
Hytrol Conveyer System

	  	  
	
1815

	
DSL Forming Collars

	  	  
	
1884

	
VA Truck Scale

	  	  
	
1889

	
VA Broccoli Chilled Wash Line

	
30001123

	  
	
1890

	
Automated Square Tray Sealer

	  	  
	
1963

	
PVCA-STC Leak Testers

	  	  
	
1975

	
Floor Scale w/ Ramp

	  	  
	
1979

	
Ice Extruder Plates

	  	  
	
2020

	
Upgrade VFFS VA Machines #1

	  	  
	
2021

	
Upgrade VFFS VA Machines #2

	  	  
	
2022

	
Upgrade VFFS VA Machines #3

	  	  
	
2023

	
Upgrade VFFS VA Machines #4

	  	  
	
2024

	
Upgrade VFFS VA Machines #5

	  	  
	
2025

	
Upgrade VFFS VA Machines #6

	  	  
	
2038

	
One 24"x5'0" Dewatering Shaker

	
2000308

	  
	
2043

	
24"x8' Incline Belt Conveyor

	  	  
	
2049

	
Reservoir for Crown Line

	  	  
	
2050

	
Galvanized Rails for Conveyor

	  	  
	
2060

	
Injection Mold

	  	  
	
2097

	
Haug Tray Sealer

	  	  
	
2098

	
Twin Pick Rack System

	  	  
	
2143

	
Macro Bins (Blue) (40)

	  	  
	
2144

	
Macro Bins (Gray) (30)

	  	  
	
2145

	
Maintenance Dept Storage

	  	  
	
2147

	
Pallet Stretch Wrap Wrapper

	  	  
	
2154

	
Macro Plastic Bins (530)

	  	  
	
2157

	
Cauliflower Wash & Trim

	  	  
	
2158

	
Ink Tray Conveyor Re-Config

	  	  
	
2161

	
Wash & Drying Line

	
4000258

	  
	
2165

	
Ice Injector Overhaul

	  	  
	
2169

	
Mini Me Tray Machine

	  	  
	
2170

	
Yamoto Sigma Scale

	  	  
	
2173

	
Universal Labeling Machines

	  	  
	
2175

	
Tray Machines

	
4000262

	  
	
2176

	
VA Line Inkjet Printer (5)

	
2-225

	  
	
2181

	
Tray Line Metal Detector

	
2000255

	  
	
2182

	
Raw Broc Hopper

	
2-186 2-205

	  
	
2185

	
Hoppers/Scales for Bagger #5

	  	  
	
2186

	
AS 400 Additions

	
2000241

	  
	
2188

	
Broccoli Macro Bins (1568)

	  	  
	
2189

	
Macro Bins (Blue) (50)

	  	  
	
2190

	
Macro Bins (Gray) (50)

	  	  
	
2192

	
Broc Dispersing Belt

	  	  
	
2195

	
Convert Cauli Ln to BrocTrimLn

	  	  
	
2197

	
P&P 4" Membrane Setup

	  	  






 


INITIALS DEBTOR:  /s/  GSS


 


INITIALS SECURED PARTY:  /s/  KD




 




  





4 OF 10











  






 



ANNEX A-1


TO COLLATERAL SCHEDULE NO. 8727912-001


TO MASTER SECURITY AGREEMENT


DATED AS OF APRIL 23, 2012







	
DEBTOR:

	
Apio, Inc.


	
SECURED PARTY:

	
GE Capital Commercial, Inc.


	
EQUIPMENT LOCATION:

	
4575 West Main Street, Guadalupe, CA 93434


	  	  	  	  
	
Asset #

	
Asset Description

	
Tag #

	
Serial Number


	  	  	  	  
	
2201

	
Raw Product Green Trays

	  	  
	
2204

	
AS400 Tray Machine

	  	  
	
2205

	
AS300 Tray Machine

	  	  
	
2213

	
Receiving Area Shade Canopy

	  	  
	
2215

	
Tray Machine

	  	  
	
2216

	
2001 Wiggins 12 Pallet Frklft

	  	
WLC-012041


	
2217

	
Lab Shrink Wrap Machine

	
3001233

	  
	
2219

	
Ammonia Detection System

	  	  
	
2226

	
Analytical Balance

	
3000125

	  
	
2227

	
90 Degree Radius Take-Away

	  	  
	
2228

	
Pack off Conveyor

	  	  
	
2229

	
Metal Detectors

	
2000259

	
S/N-2000259


	
2230

	
Incline Elevator

	
2000335

	  
	
2231

	
Ink Jet Printer

	
2000231

	  
	
2233

	
Broccoli Slaw Processing Unit

	
2000336

	  
	
2234

	
Triple Wash Line w/Chiller

	  	  
	
2235

	
100hp Sullair Compressor

	
2000361

	  
	
2236

	
Scale

	  	  
	
2237

	
Twin Tube Bagger

	  	  
	
2238

	
Punch and Patch Systems (5)

	  	  
	
2241

	
Metal Detector

	
2000246

	  
	
2242

	
Ink Jet Printer

	
2000267

	
BJ502


	
2243

	
Auto Labeler

	
3001189

	
L15H 0604L


	
2244

	
Burst Tank

	  	  
	
2246

	
Petite Tray Sealer Plates

	  	  
	
2247

	
Tray In-Feed System

	  	  
	
2248

	
Packing Conveyor

	
4000260-261

	  
	
2249

	
Labeling Conveyor

	  	  
	
2251

	
Triple Wash Line w/Chiller

	  	  
	
2253

	
Inkjet Printers

	  	  
	
2254

	
Auto Labeler

	
30001078

	  
	
2257

	
Metal Break and Sheer

	
2000357

	  
	
2261

	
In Store Tray Carrier Plates

	  	  
	
2262

	
Membrane Die & Adhesive Roller

	  	  
	
2263

	
Conveyor Modification

	  	  
	
2264

	
Scales

	  	
SN 070380050085


	
2266

	
Metal Detector

	
2000242

	
39243


	
2268

	
Metal Detector

	  	  
	
2269

	
Auto Labeler

	
3001162

	
L15D 4209HRW


	
2270

	
Auto Labeler

	
2000281

	
L15D 3955HLW


	
2271

	
Auto Labeler

	
3001088

	
L15D 4152HLW


	
2272

	
Auto Labeler

	
3001191

	
L60 HAUG-1604L


	
2273

	
Auto Labeler

	
3001193

	
L60 HAUG-1603R


	
2275

	
90 Degree Radius Take-Away

	  	  
	
2276

	
90 Degree Radius Take-Away

	  	  
	
2277

	
90 Degree Radius Take-Away

	  	  
	
2278

	
90 Degree Radius Take-Away

	  	  
	
2279

	
90 Degree Radius Take-Away

	  	  
	
2280

	
Incline Elevators

	  	  
	
2281

	
Incline Elevators

	  	  





 



INITIALS DEBTOR:  /s/  GSS


 


INITIALS SECURED PARTY:  /s/  KD




 




  





5 OF 10











  






 



ANNEX A-1


TO COLLATERAL SCHEDULE NO. 8727912-001


TO MASTER SECURITY AGREEMENT


DATED AS OF APRIL 23, 2012


 





	
DEBTOR:

	
Apio, Inc.


	
SECURED PARTY:

	
GE Capital Commercial, Inc.


	
EQUIPMENT LOCATION:

	
4575 West Main Street, Guadalupe, CA 93434


	  	  	  	  
	
Asset #

	
Asset Description

	
Tag #

	
Serial Number


	  	  	  	  
	
2282

	
Inkjet Printer

	
2000226

	  
	
2283

	
Inkjet Printer

	  	  
	
2284

	
Metal Detector

	
2000173

	
22173


	
2286

	
Ink Jet Printer

	
2000288

	  
	
2287

	
Auto Labeler

	
2000279

	
L15C 3906HRW


	
2288

	
Auto Labeler

	
2000287

	
L15C 3907HLW


	
2289

	
Pentetrometer

	
3001154

	  
	
2293

	
Dunk Tank

	  	  
	
2295

	
Punch and Patch System

	
4000256

	
L60D 996RT


	
2296

	
Punch and Patch System

	
2000224

	
L60D 967RT


	
2297

	
Punch and Patch System

	
4000257

	
L60E 1213R


	
2298

	
Punch and Patch System

	
2000219

	
L60E 1212R


	
2302

	
Chiller Mueller Freon

	  	  
	
2308

	
Garden Veg Tray Automation

	  	  
	
2309

	
Ink Jet Printer

	
30001081

	  
	
2310

	
CC Stalk Slicer

	
2000329

	  
	
2311

	
Haug Tray Sealer

	
3001082

	
176381


	
2315

	
In-store tray Automation

	  	  
	
2316

	
Snap Pea Conveyor

	  	  
	
2322

	
Tables with Adjustable Legs

	  	  
	
2327

	
Petite Machine

	
3001068

	
51K9060-CWT


	
2328

	
Metal Detector

	
3001069

	
S/N-LINE 15


	
2329

	
Auto Labeler

	
3001070

	
L150-4151HLW


	
2330

	
Auto Labeler

	
3001071

	
L15D-4118HRW


	
2331

	
Ink Jet Printer

	
3001067

	
BV528


	
2332

	
90 Degree Radius

	  	  
	
2333

	
Take-Away Conveyor

	
3001090

	  
	
2334

	
Flex Wash Line

	
2000312

	  
	
2341

	
Cooler Scrubber Machine

	
3001126

	
T7-10259316


	
2343

	
Metal Detector Tubs

	  	  
	
2344

	
Box Chute

	  	  
	
2345

	
Stainless Tables

	
3001072-1076

	  
	
2346

	
2 Ink Jet Printers

	  	  
	
2351

	
VA Raw Product Bins (500)

	  	  
	
2354

	
Auto Labeler

	
3001185

	
L15D 4015HLW


	
2355

	
Auto Labeler

	
3001079

	
L15D 4050HLW


	
2356

	
Auto Labeler

	
3001188

	
L15D 4032HLW


	
2357

	
2002 Club Car

	  	
E0220148367


	
2358

	
2001 Club Car

	  	
E0335318201


	
2361

	
Air Hoist for Spin Dryer

	
2000381

	  
	
2362

	
Reyco Enhancements/Relocation

	  	  
	
2363

	
Snack Line Tray Line Heater

	  	  
	
2365

	
Carrot Distribution System

	  	  
	
2378

	
O2/CO2 Analyzer from PBI

	
3001017

	  
	
2381

	
Cooling Evaporator

	  	  
	
2393

	
Auto Labeler

	
3001183

	
L15D 3956HLW


	
2394

	
Auto Labeler

	
3001163

	
L15D 4204HLW


	
2395

	
Auto Labeler

	
2000276

	
L15D 4046HRW


	
2396

	
Pallet Shrink Wrap Machine

	
3001232

	
Q300 LANTECH


	
2397

	
Punch & Patch Equip - Sd Dish

	  	  





 



INITIALS DEBTOR:  /s/  GSS


 


INITIALS SECURED PARTY:  /s/  KD




 




  





6 OF 10











  








ANNEX A-1


TO COLLATERAL SCHEDULE NO. 8727912-001


TO MASTER SECURITY AGREEMENT


DATED AS OF APRIL 23, 2012




 



	
DEBTOR:

	
Apio, Inc.


	
SECURED PARTY:

	
GE Capital Commercial, Inc.


	
EQUIPMENT LOCATION:

	
4575 West Main Street, Guadalupe, CA 93434


	  	  	  	  
	
Asset #

	
Asset Description

	
Tag #

	
Serial Number


	  	  	  	  
	
2398

	
Burst Tank Tray Room

	
2000123

	  
	
2401

	
AS320W 4up Tray Sealer

	  	  
	
2412

	
Cauliflower Line - #2

	  	  
	
2413

	
Auto Labeler

	
30001105

	
L15D 4133HLW


	
2414

	
Auto Labeler

	
3001165

	
L15C 3917HRW


	
2416

	
Speed Door #1

	  	  
	
2417

	
Speed Door #2

	  	  
	
2418

	
Speed Door #3

	  	  
	
2419

	
Pack Off Equipment

	  	  
	
2420

	
De water Shaker

	
2000306

	  
	
2422

	
Ice Plant rebuilt in 2007

	  	  
	
2428

	
Checkpoint Gas Analyzer

	
3001095

	  
	
2429

	
2 Door Refrig Unit for Lab

	  	  
	
2432

	
Snack Tray Tooling

	  	  
	
2433

	
Ice Plant Rebuild

	  	  
	
2434

	
Labeling Conveyors (4)

	
2000125 -128

	  
	
2442

	
Broccoli Sizer(shaker equip)

	  	  
	
2444

	
CIP Patch Punch/Applicator

	  	  
	
2445

	
Cold Room 2 Units

	  	  
	
2456

	
Reyco Fridge Incubator

	
3001135

	
Y08F-317191-YF


	
2457

	
Incubator Bod10a

	  	
V06F-308919-VF


	
2458

	
Low Temp Incubator Model 815

	
3001136

	
WB54507372


	
2459

	
Tray Sealer

	
3001152

	  
	
2460

	
EG & G Chromatog Equp

	
3001146

	  
	
2461

	
Spectrophotometer

	
3001138

	  
	
2462

	
Pressure Decay & Occlusion Tes

	
3001139

	
972332


	
2463

	
Pressure Decay & Occlusion Tes

	
3001140

	
972375


	
2464

	
Heat Sealer

	
3001142

	
98-20921


	
2465

	
Circulating Bath

	
3001131/1133

	  
	
2467

	
Carbon Dioxide Analyzer

	
3001133

	  
	
2470

	
Agilent 6850 Series GC System

	
3001156

	  
	
2471

	
Flowboard 9 station 3 gasses

	
3001145

	  
	
2472

	
Oxygen Permeation Analyzer

	
3001148

	  
	
2473

	
Portable Counting Scale

	
3001149

	  
	
2474

	
Satorius Top Bloading Balance

	
3001150

	  
	
2475

	
Heat Sealer

	
3001151

	  
	
2476

	
Bridge Portable CO2/O2 Analyze

	
3001011

	  
	
2478

	
Bridge Portable CO2/O2 Analyze

	
3001155

	  
	
2481

	
Stnlss Steel Drop Tube w/flang

	  	  
	
2484

	
Metal Detector

	  	  
	
2485

	
Precision Air Flow Test Device

	  	  
	
2486

	
Racking- Tomato Room

	  	  
	
2487

	
Raw Product Bins (1400)

	  	  
	
2488

	
VFFS Indexer

	  	  
	
2489

	
Gas Sweeper Model 6330 Exterra

	  	  
	
2490

	
Scrubber -Adv Model 4530 AXP

	
3001167

	
2011502


	
2491

	
VA Plant Evaporators 2007

	  	  
	
2492

	
Raw Product Whrse Speed Doors

	  	  
	
2494

	
Lantech Stretch Wrapper

	
3001173

	  
	
2495

	
Plant Emergency Lighting

	  	  





 



INITIALS DEBTOR:  /s/  GSS


 


INITIALS SECURED PARTY:  /s/  KD




 




  





7 OF 10











  








ANNEX A-1


TO COLLATERAL SCHEDULE NO. 8727912-001


TO MASTER SECURITY AGREEMENT


DATED AS OF APRIL 23, 2012




 



	
DEBTOR:

	
Apio, Inc.


	
SECURED PARTY:

	
GE Capital Commercial, Inc.


	
EQUIPMENT LOCATION:

	
4575 West Main Street, Guadalupe, CA 93434


	  	  	  	  
	
Asset #

	
Asset Description

	
Tag #

	
Serial Number


	  	  	  	  
	
2497

	
Kalmar 12 Pallet Forklift

	  	  
	
2498

	
Forklift Terminal Scanners (6)

	  	  
	
2500

	
Chlorine System

	  	  
	
2501

	
Metal Detector

	  	  
	
2502

	
Auto Labelers (2)

	
1157, 0269

	
L15D 4242HKRL15D 4051HLW


	
2503

	
Tote Washer

	  	  
	
2506

	
Sward Harness Rocker

	  	  
	
2517

	
Tray Pack Off Equipment

	  	  
	
2518

	
Air Compressor and Dryer

	
30001170

	
68846-T02


	
2520

	
Broc Air Knife Systems

	  	  
	
2524

	
Forklift Battery Chargers

	  	  
	
2525

	
2 Auto Labelers

	
0286, 0278

	
L15D 4049HLW L15D 4049HLW


	
2527

	
Checkpoint O2/CO2 Analyzer

	  	  
	
2528

	
Raw Product Totes (1,000)

	  	  
	
2534

	
2 Ink Jet Printers

	  	  
	
2535

	
2 Auto Labelers

	
1190, 1194

	
L15D 4042HRWL15D 4048HRW


	
2537

	
Bagger # 7 Punch & Patch

	  	  
	
2538

	
Instore #15 Punch & Patch

	  	  
	
2539

	
Bagger Forming Collars Tubes

	  	  
	
2540

	
Product Shade Area

	  	  
	
2542

	
QA Plant Burst Tank

	  	  
	
2543

	
Checkweigher

	  	  
	
2545

	
26" Wide Metal Detector

	  	  
	
2546

	
Twin Bagger & Scale

	  	  
	
2547

	
Slaw Line Shaker

	  	  
	
2548

	
Trash Compactor

	  	  
	
2551

	
Film Tray Sealer/ Seal & Peel

	  	  
	
2553

	
NH3 Temp Sensor

	  	  
	
2554

	
NH3 Temp Sensor

	  	  
	
2555

	
Commercial Slicer

	  	  
	
2556

	
Celery Processing Line

	  	  
	
2557

	
Cooler Recirculator PLC Contro

	  	  
	
2558

	
3 Daewoo Forklifts

	  	
CM00298 CM00299 CM00300


	
2559

	
Floor Pallet Scale

	  	  
	
2562

	
2 Ink Jet Printers

	  	  
	
2565

	
Black Celery Totes (10,000)

	  	  
	
2568

	
2 Ink Jet Printers

	  	  
	
2569

	
Punch & Patch Systems (2)

	
218, 222

	
L60E 1211L-L60D 968RT


	
2570

	
Twin Bagger Take-away/Pack Off

	  	  
	
2571

	
Twin Bagger Inclice Conveyers

	  	  
	
2573

	
Twin Tube Metal Detector

	  	  
	
2574

	
(2) Cooler Evaporators

	  	  
	
2575

	
Triple Stage Forklift Attach

	  	  
	
2576

	
(3) Plant Evaporators

	  	  
	
2579

	
Sams Instore Tray Line Convers

	  	  
	
2582

	
Raw Product Bins (1425)

	  	  
	
2584

	
Deli Cup Tray Sealer for Lab

	  	  
	
2585

	
Kalmar 12 Pallet Forklift

	  	
T431050333


	
2587

	
Hand Washing Units

	  	  
	
2589

	
Basket Hoist System

	  	  





 



INITIALS DEBTOR:  /s/  GSS


 


INITIALS SECURED PARTY:  /s/  KD




 




  





8 OF 10











  






 



ANNEX A-1


TO COLLATERAL SCHEDULE NO. 8727912-001


TO MASTER SECURITY AGREEMENT


DATED AS OF APRIL 23, 2012







	
DEBTOR:

	
Apio, Inc.


	
SECURED PARTY:

	
GE Capital Commercial, Inc.


	
EQUIPMENT LOCATION:

	
4575 West Main Street, Guadalupe, CA 93434


	  	  	  	  
	
Asset #

	
Asset Description

	
Tag #

	
Serial Number


	  	  	  	  
	
2590

	
EG&G Chromatog Equip

	
3001147

	  
	
2591

	
Circulating Bath

	  	  
	
2592

	
Microscope Olympus BX40

	
3001195

	
8K03767


	
2593

	
GTIN Traceability Case Labelin

	  	  
	
2594

	
Minipack tunnel 50 ss stnlss

	  	
4000292


	
2595

	
Bagger#2 control systm upgrade

	  	  
	
2598

	
Tooling for round tray servo

	
2000233

	
3001108


	
2599

	
VFD Air compressor & Controls

	
4000293/294

	  
	
2600

	
Air Storage tanks&Piping

	
4000296

	  
	
2601

	
VFD Regulators & Controls

	
4000299

	
EL0849155874


	
2604

	
Raw Product Bins (1700)

	  	  
	
2609

	
Blue Snap Pea Totes (22,980)

	  	  
	
2610

	
Turbo 185 Ton Ice Maker

	
4000278

	
S09H0006001


	
2613

	
Tooling For 14x14 Tray - Haug

	
3001068A

	  
	
2614

	
Motorola WT4090 Scanners

	
3001177-1180

	
00258-00232-00252-00270


	
2615

	
Green Cauli/Crown Totes 2,728

	  	  
	
2616

	
H&C QX775D Tray Sealer

	
4000291

	  
	
2617

	
Cup/Petite Line Packoff

	
2000243

	  
	
2618

	
Plant Air Makeup System

	
4000279

	
9-366662


	
2619

	
VA Plant 3 Speed Doors

	
4000280-282

	
50438-50436-50437


	
2620

	
Utility Processing LIne

	  	  
	
2621

	
Cup/Petite Line Take

	
4000290

	  
	
2622

	
Cup/Petite Metal Detector

	  	  
	
2623

	
Cup/Petite Ink Jet Printer

	
4000289

	
BP163


	
2624

	
Cup/Petite Auto Labelers (2)

	  	  
	
2631

	
E5000 Cat Forklift Bin Dumper

	
2631

	
A4EC320288


	
2632

	
VFFS Indexer

	
4000288

	  
	
2633

	
Cat P6000-LP #38 Yard Bin Wash

	
2633

	
AT31F03886


	
2639

	
Ugrade Ice Plant Supp Structur

	  	  
	
2640

	
Ice Injector #2

	  	  
	
2641

	
Forklift RFID for iGPS Readers

	  	  
	
2643

	
Ice Injector

	
2000000A

	
960238


	
2644

	
4 Auto Broc Floret Machines

	  	  
	
2645

	
Engine RM Pwr Trans Switch

	  	  
	
2646

	
VA Plant Pwr Transf Switch

	  	  
	
2647

	
Cooler Pwr Transf Switch

	  	  
	
2648

	
Broc Floret & Cauli Machine

	  	  
	
2649

	
4 Spin Dryer Baskets

	  	  
	
2650

	
3 Butter Nut Peelers

	
270-271-272

	  
	
2651

	
3-Spin Dryers

	
4000161-2-4

	
267131-267132-267133


	
2652

	
Green Cauli Totes Green(4,100)

	  	  
	
2653

	
2 - Cooler Speed Doors

	  	  
	
2654

	
VA Loading Dock Speed Door

	  	  
	
2655

	
VA Plant Speed Door

	  	  
	
2656

	
Broc Optical Sorter

	
4000263/264

	
L5378067-06


	
2657

	
Co-Pack Tray Tables

	  	  
	
2658

	
Co-Pack Tray Labelers

	  	  
	
2659

	
Co-Pack Tray Ink Jet Printers

	  	
FA590 & FA594


	
2660

	
Co-Pack Tray Labeling Belt

	
4000261

	  
	
2662

	
Reyco System

	  	  





 



INITIALS DEBTOR:  /s/  GSS


 


INITIALS SECURED PARTY:  /s/  KD




 




  





9 OF 10











  






 



ANNEX A-1


TO COLLATERAL SCHEDULE NO. 8727912-001


TO MASTER SECURITY AGREEMENT


DATED AS OF APRIL 23, 2012


 





	
DEBTOR:

	
Apio, Inc.


	
SECURED PARTY:

	
GE Capital Commercial, Inc.


	
EQUIPMENT LOCATION:

	
4575 West Main Street, Guadalupe, CA 93434


	  	  	  	  
	
Asset #

	
Asset Description

	
Tag #

	
Serial Number


	  	  	  	  
	
2663

	
Co-Pack Wash Line Chiller

	
4000277

	  
	
2672

	
Macro Bins (Ivory) (685)

	  	  
	
2674

	
Low Temperature Incubator

	
3001181

	
WB71424186


	
2676

	
Bagger Thermal Printers (2)

	  	  
	
2681

	
Case Take-Away Conveyor

	  	  
	
2682

	
Tennent Scrubber T15-Rider

	
4000240

	
T15-17142


	
2683

	
Broccoli Floret Machines (12)

	  	  
	
2686

	
Cooler Evaporator Controls &

	  	  
	
2687

	
QA Paperless System

	  	  
	
2691

	
Forklift Attachment

	
4000116

	
112152


	
2722

	
Bagger Thermal Printers (8)

	  	  
	
2723

	
Scale VFFS Yamato Sigma

	  	  
	
2724

	
Bagger & Scale

	  	  
	
2725

	
Slaw Line Expanded Capacity

	  	  
	
2726

	
Incline Belting Bagger 1

	  	  
	
2728

	
Triple Drop Hoppers&Inclines

	  	  
	
2729

	
Support Frame for Bagger Scale

	  	  
	
2730

	
Trolley System Bagger

	  	  
	
2731

	
Take-Away & Packout

	  	  
	
2732

	
Metal Detector

	  	  
	
2733

	
Punch & Patch System

	  	  
	
2735

	
Peeler 1 (Squash) & 6 Upgrades

	  	  
	
2736

	
Macro Bins (Ivory) (1,352)

	  	  
	
2737

	
Celery Optical Sorter

	  	  
	
2738

	
Air Makeup System Expansion

	  	  
	
2740

	
Cooling Tag Scanners (3)

	  	  
	
2741

	
Punch & Patch Bagger

	  	  
	
2742

	
Plant Water Booster Pump Systm

	  	  
	
2743

	
Pressure Tunnel

	  	
#7ACV1105MCB


	
2744

	
Plant Air Evacuation System

	  	  
	
2746

	
Cauliflower Auto-Trim Line

	  	  
	
2750

	
Broccoli Auto-Floret Mchns (6)

	  	  
	
2752

	
Evaporator (Cooler)

	
AGHN 071.2H

	  






 


INITIALS DEBTOR:  /s/  GSS


 


INITIALS SECURED PARTY:  /s/  KD




 




  





10 OF 10











  






 



ANNEX A-2


TO COLLATERAL SCHEDULE NO. 8727912-001


TO MASTER SECURITY AGREEMENT


DATED AS OF APRIL 23, 2012




 



	
DEBTOR:

	
Apio, Inc.


	
SECURED PARTY:

	
GE Capital Commercial, Inc.


	
EQUIPMENT LOCATION:

	
12700 S. Dixie Highway, Bowling Green, OH 43402


	  	  	  	  
	
Asset Description

	
Manufacturer/Make

	
Model

	
Serial Number


	  	  	  	  
	
Bagger

	
Sandiacere

	
TG20 LD

	
3004


	
Scale

	
Ishida

	
W-S/60 WP

	
91/13305


	
Bag Printer

	
Markem

	
SmartDate 3i

	  
	
Scale Platform

	  	
2003

	  
	
Conveyor Platform

	  	
2004

	  
	
BG 69 In feed Shaker

	
FMC Allen

	
Syntron 2003

	
F72344 D009


	
Metal Detector

	
Loma

	
2007

	  
	
Turntable

	  	  	  
	
Box Printing conveyor

	
Lincoln Coder

	  	  
	
Pack off conveyor

	  	  	  
	
Labeler(s)

	
SATO

	
CL408e

	  
	  	  	  	  
	  	  	  	  
	
Bagger

	
Sandiacre

	
TG320LD

	
2710


	
Scale

	
Ishida

	
CCW.M.214W.S/70.WP

	
00/13049


	
Bag Printer

	
Makrem

	
SmartDate 3i

	  
	
BG 70 In feed Shaker

	
FMC Allen

	
Syntron 2003

	
F72344 D009


	
Pack off conveyor

	  	  	  
	
Turntable

	  	  	  
	
Metal Detector/ Box Printer

	
Eriez

	
Model V

	  
	
Labeler(s)

	
SATO

	
CL408e

	  
	  	  	  	  
	  	  	  	  
	
Bagger

	
Sandiacre

	
TG320LD

	
2655


	
Scale

	
Ishida

	
CCW.M.214W.S/70.WP

	
02/11878


	
Bag Printer

	
Makrem

	
SmartDate 3i

	  
	
BG 71 In feed Shaker

	
FMC Allen

	
Syntron 2003

	
F72344 D009


	
Pack off conveyor(s)

	  	  	  
	
Turntable

	  	  	  
	  	  	  	  
	  	  	  	  
	
Tote Box Dumper 1

	
MTC Corp

	
2006

	  
	
BG 1 Bin Veyor

	
MTC Corp

	
2006

	  
	
BG 3  Size Grader

	
Key Technology

	
Iso-Flo  431523-1

	
03-92490-1


	
Tote Box Dumper 2

	
MTC Corp

	
2006

	  
	
BG 4  Bin Veyor

	
MTC Corp

	
2006

	  
	
BG 6 Size Grader

	
Key Technology

	
Iso-Flo  431523-1

	
03-92490-2


	
BG 7 Scoop Belt

	
FMC Allen

	
2003

	
F72335D001


	
BG 8  Distribution Shaker

	
Key Technology

	
Iso Flo 418445-1

	
94-32108


	
BG 9 Conveyor 9 - BG 8 to 27

	  	  	  
	
BG 10 Snipper A Drive

	  	  	  
	
BG 11 Small UBR

	  	
2005

	  
	
BG 12 Conveyor UBR 1

	
Lakewood

	
2003

	  
	
BG 13 Conveyor UBR 2

	
Lakewood

	
2003

	  
	
BG 14 Conveyor A to 32

	  	  	  
	
BG 15 Snipper B

	  	
2004

	  
	
BG 16 Snipper D

	  	
2004

	  
	
BG 20 Snipper C

	  	
2004

	  
	
BG 21 Snipper E

	  	
2004

	  
	
BG 25 Conveyor A to C

	
AMCS

	
2003

	  
	
BG 27 Distribution Shaker D-3

	
FMC Allen

	  	  
	
BG 28 Snipper 1

	  	  	  
	
BG 29 Snipper 2

	  	  	  
	
BG 30 Snipper 3

	  	  	  
	
BG 31 Conveyor 1-E

	  	  	  
	
BG 32 Conveyor F-J

	  	  	  
	
BG 33 Conveyor 8 to 34

	  	  	  
	
BG 34 Distribution Shaker F-J

	
Meyer

	
VF11-18-6

	
1217


	
BG 35 Snipper F

	  	
2004

	  
	
BG 36 Snipper G

	  	
2004

	  
	
BG 37 Conveyor Incline

	  	  	  





 



INITIALS DEBTOR:  /s/  GSS


 


INITIALS SECURED PARTY:  /s/  KD




 




  





1 OF 4











  






 



ANNEX A-2


TO COLLATERAL SCHEDULE NO. 8727912-001


TO MASTER SECURITY AGREEMENT


DATED AS OF APRIL 23, 2012







	
DEBTOR:

	
Apio, Inc.


	
SECURED PARTY:

	
GE Capital Commercial, Inc.


	
EQUIPMENT LOCATION:

	
12700 S. Dixie Highway, Bowling Green, OH 43402


	  	  	  	  
	
Asset Description

	
Manufacturer/Make

	
Model

	
Serial Number


	  	  	  	  
	
BG 38 Snipper H

	  	
2004

	  
	
BG 39 Snipper J

	
Hughes

	  	  
	
BG 40 Size Grader

	
Key Technology

	
Iso Flo  431487

	  
	
BG 41 Conveyor 41 - Scoop

	
FMC Allen

	
2003

	
F72335D002


	
Tegra 1 Feed Shaker

	
Key Technology

	
2003

	
03-92498


	
Tegra 1 Sorter

	
Key Technology

	
2003

	
03-92498


	
BG 42 Conveyor Tegra 1

	
Lakewood

	
2003

	  
	
BG 43 Conveyor Incline

	
Lakewood

	
2003

	  
	
Tegra 2 Feed Shaker

	
Key Technology

	
Tegra

	
03-92497


	
Tegra 2 Sorter

	
Key Technology

	
Tegra

	
03-92497


	
BG 45 Reject Shaker Tegra 2

	
Key Technology

	
Tegra

	
03-92497


	
BG 46 Conveyor Incline

	
Key Technology

	
Tegra

	
03-92497


	
BG 47 Conveyor

	  	  	  
	
BG 48 Conveyo-Tegra 2

	
Lakewood

	
2003

	  
	
BG 49 Conveyor Incline

	
Lakewood

	
2003

	  
	
BG 50 Distribution Shaker

	
Key Technology

	
Iso-Flo   417253-1

	
93-27641


	
BG 51 Grading Table

	
Lakewood

	
2003

	  
	
BG 52 Grading Table

	
Lakewood

	
2003

	  
	
BG 53 Grading Table

	
Lakewood

	
2003

	  
	
BG 54 Conveyor 51 Return

	
Lakewood

	
2003

	  
	
Rework Hopper

	
FMC Allen

	
2003

	
F72344D010


	
BG 55 Conveyor 52 Return

	
Lakewood

	
2003

	  
	
BG 56 Conveyor 53 Return

	
Lakewood

	
2003

	  
	
BG 57 Conveyor Cull Return

	
Lakewood

	
2003

	  
	
BG 58 Conveyor 51-53

	
Lakewood

	
2003

	  
	
BG 59 Conveyor Lyco Incline

	
Lakewood

	
2003

	  
	
BG 60 Lyco Washer

	
Lyco

	
60' X 8' Cooler

	
RDB 0903-32800


	
Chiller 1 Lyco Compressor

	
Bohn

	  	  
	
Chiller 1 Heat exchanger

	
Chester Jensen

	  	  
	
Chiller 1 Pump

	
Tri Clover

	  	  
	
BG 61 Drying Belt

	  	  	  
	
Blower Main Line

	
Republic

	
1200

	  
	
BG 62 Scoop Belt

	
FMC Allen

	
2003

	
F72344D003


	
Magnet

	
Eriez

	  	  
	
BG 63 Incline

	  	  	  
	
BG 64 Shaker with Gate

	
FMC Allen

	
2003

	
F72344D005


	
BG 65 Shaker with Gate

	
FMC Allen

	
2003

	
F72344D006


	
BG 66 Shaker with Gate

	
FMC Allen

	
2003

	
F72344D007


	
BG 67 Shaker with Gate

	
FMC Allen

	
2003

	
F72344D007


	
Chiller 3 Compressor

	
Bohn

	  	  
	
Chiller 3 Process Water in

	
Chester Jensen

	  	  
	
Chiller 3 Pump

	
Tri Clover

	  	  
	
Process Water Pump

	
Tri Clover

	  	  
	
Chiller 4 Process water Tank

	  	  	  
	
Process Water Tank

	  	  	  
	  	  	  	  
	  	  	  	  
	
Tote Box Dumper 3

	
MTC Corp

	
2006

	  
	
BG 101 Binveyor

	
MTC Corp

	
2006

	  
	
BG 103 Conveyor

	
Lakewood

	
2003

	  
	
BG 104 Conveyor

	
Lakewood

	
2003

	  
	
BG 105 Conveyor

	
Lakewood

	
2003

	  
	
BG 106 Incline

	
AMCS

	
2003

	  
	
BG 107 Distribution Shaker

	  	  	  
	
BG 108 Alt Snipper 1

	  	
2011

	  
	
BG 109 Alt Snipper 2

	  	
2005

	  
	
BG 110 Alt Snipper 3

	  	
2005

	  
	
BG 111 Alt Snipper 4

	  	
2011

	  
	
BG 112 Conveyor 1-4

	  	
2011

	  
	
BG 113 Conveyor Tegra 1

	  	  	  





 



INITIALS DEBTOR:  /s/  GSS


 


INITIALS SECURED PARTY:  /s/  KD




 




  





2 OF 4











  






 



ANNEX A-2


TO COLLATERAL SCHEDULE NO. 8727912-001


TO MASTER SECURITY AGREEMENT


DATED AS OF APRIL 23, 2012


 





	
DEBTOR:

	
Apio, Inc.


	
SECURED PARTY:

	
GE Capital Commercial, Inc.


	
EQUIPMENT LOCATION:

	
12700 S. Dixie Highway, Bowling Green, OH 43402


	  	  	  	  
	
Asset Description

	
Manufacturer/Make

	
Model

	
Serial Number


	  	  	  	  
	
BG 114 Conveyor

	  	  	  
	
BG 115 Conveyor Incline

	  	  	  
	
BG 117 Grading Table

	
Lakewood

	
2003

	  
	
BG 118 Conveyor

	
Lakewood

	
2003

	  
	
BG 119 Conveyor Incline

	
Lakewood

	
2003

	  
	
BG 120 Lyco Washer

	
Lyco

	
60' X 4' Cooler

	
RDB 0903-32801


	
Chiller 2 Compressor

	
Bohn

	  	  
	
Chiller 2 Heat Exchanger

	
Chester Jensen

	  	  
	
BG 121 Drying Belt

	  	
2011

	  
	
Blower Alt Line

	
Republic

	
1200

	  
	
BG 122 Scoop Belt

	
FMC Allen

	
2003

	
F72344D004


	
Magnet

	
Eriez

	  	  
	
BG 123 Conveyor Incline

	  	  	  
	
BG 124 Hopper Shaker

	
FMC Allen

	
2003

	
F72344D010


	
BG 126 Incline with Gate

	
FMC Allen

	
2003

	
F72344D011


	
BG 127 Shaker with Gate

	
FMC Allen

	
2003

	
F72344D008


	
BG 128 Shaker with Gate

	
FMC Allen

	
2003

	
F72344D008


	  	  	  	  
	  	  	  	  
	
BG 151 Conveyor Tegra 2

	
Lakewood

	
2003

	  
	
BG 152 Cull Grading

	
Lakewood

	
2003

	  
	
BG 153 Conveyor

	
Lakewood

	
2003

	  
	
BG 154 Reject Shaker T egra 1

	
FMC Allen

	  	  
	
BG 155 Conveyor

	
Lakewood

	
2003

	  
	
BG 156 Conveyor

	
AMCS

	
2003

	  
	
BG 157 Conveyor

	  	  	  
	
BG 158 Conveyor

	  	  	  
	
BG 159 Conveyor Incline

	
Lakewood

	
2003

	  
	
BG 162 Incline to UBR

	  	  	  
	
BG 163 Conveyor UBR out

	  	  	  
	  	  	  	  
	  	  	  	  
	
BL 3 Conveyor Truck inlet

	  	  	  
	
BL 4 Incline Conveyor

	  	  	  
	
BL  7 Bin Veyor

	  	  	  
	
BL 8 Shaker

	
Key Technology

	  	  
	
BL 9 Incline

	  	  	  
	
BL 10 Shaker

	
FMC Allen

	  	  
	
BL 11 Blower

	
FMC Allen

	  	  
	
BL 12 Conveyor

	  	  	  
	
BL 13 Size Grader

	
FMC Allen

	  	  
	
BL 14 Conveyor Under 13

	  	  	  
	
BL 15 Sizew Grader

	
Key Technology

	  	  
	
BL16 Conveyor under 15

	  	  	  
	
BL 17 Conveyor Under 15

	  	  	  
	
BL 18 Conveyor Incline

	  	  	  
	
BL 19 Distributiohn Shaker

	
Commercial

	  	  
	
Bl 20 Grading Table 1

	  	  	  
	
Bl 21 Grading Table 2

	  	  	  
	
Bl 22 Grading Table 3

	  	  	  
	
BL 23 Grading Table 4

	  	  	  
	
BL 24 Grading Table 5

	  	
2007

	  
	
BL 25 Conveyor 20-24

	  	  	  
	
BL 26 Incline Conveyor

	  	  	  
	
BL 27 Pump

	  	  	  
	
BL Flume Tank

	  	  	  
	
BL 28 Flume Incline

	  	  	  
	
Tank chiller 1

	
Bohn

	
25 Hp

	  
	
Tank chiller 2

	
Bohn

	
20 Hp

	  
	
Water Storage Tank

	  	  	  





 



INITIALS DEBTOR:  /s/  GSS


 


INITIALS SECURED PARTY:  /s/  KD




 




  





3 OF 4











  






 



ANNEX A-2


TO COLLATERAL SCHEDULE NO. 8727912-001


TO MASTER SECURITY AGREEMENT


DATED AS OF APRIL 23, 2012


 





	
DEBTOR:

	
Apio, Inc.


	
SECURED PARTY:

	
GE Capital Commercial, Inc.


	
EQUIPMENT LOCATION:

	
12700 S. Dixie Highway, Bowling Green, OH 43402


	  	  	  	  
	
Asset Description

	
Manufacturer/Make

	
Model

	
Serial Number


	  	  	  	  
	
Storage Tank Chiller

	
Filtrine

	
5 Hp

	  
	
BL 29 Shaker

	
Key Technology

	  	  
	
BL 30 Drying Belt

	
Reyco

	  	  
	
BL 31 Blower

	
Reyco

	
25 Hp

	  
	
BL 32  Blower Filter

	
Reyco

	  	  
	
BL 33 Incline to Dry Room

	  	  	  
	
BL 34 Pump

	  	  	  
	
BL 35 Pump

	  	  	  
	
BL Pivot Chute

	  	
2007

	  
	
700 - Totes folding

	  	  	  
	
Compressor 1

	
Comp Air

	
100 Hp

	  
	
Compressor 2

	
Atlas Copco

	
60 Hp

	  
	
Compressor 3

	
Atlas Copco

	
60 Hp

	  
	
Air Dryer

	
Domminick Hunter

	  	  
	
Air Tank Vetical

	
Gal Air

	
600

	  
	
Air Tank Horizontal

	
Gal Air

	
200

	  
	
ORP System Main Line

	
Pulse Instruments

	  	  
	
ORP System Alternate Line

	
Pulse Instruments

	  	  
	
Control Panel

	
Square D

	  	  
	
Power Factor Unit

	
Square D

	  	  
	
Floor Scale 1

	  	  	  
	
Floor Scale 2

	  	  	  
	
Floor Scale 3

	  	  	  
	
Battery Charger

	
Raymond

	  	  
	
Battery Charging statioin

	
Toyota

	  	  
	
Water & Septic Pumps

	  	  	  
	
Baler

	  	  	  
	
Trash Compactor

	  	  	  
	
Racking

	  	  	  
	
Floor Scrubber

	
Tennant

	
5700

	  
	
Freezer

	  	  	  
	
Dock 1 Plate & Enclosure

	
McCormick

	  	  
	
Dock 2 Plate & Enclosure

	
McCormick

	  	  
	
Dock 3 Plate & Enclosure

	
McCormick

	  	  
	
Time Clock

	  	  	  
	
Electrical Transformer 1

	  	  	  
	
Electrical Transformer 2

	  	  	  
	
Electrical Transformer 3

	  	  	  
	
Electrical Transformer 4

	  	  	  
	
Electrical Transformer 5

	  	  	  
	  	  	  	  
	  	  	  	  
	
Office Equipment

	  	  	  
	  	  	  	  
	
Big Jack Bean Harvestor 120 "

	  	  	  
	
Kubota Tractor

	  	  	  
	
Pixall Big Jack

	  	  	  
	
Pixall Big Jack

	  	  	  
	
1996 Pixall Big Jack

	  	  	  
	
Trailer

	  	  	  
	
Trailer

	  	  	  
	
Trailer

	  	  	  
	
Trailer #5, install conveyor

	  	  	  
	
1987 Ford Dump Truck

	  	  	  
	
2006 Dodge Ram 4x4

	  	  	  





 



INITIALS DEBTOR:  /s/  GSS


 


INITIALS SECURED PARTY:  /s/  KD




 




  





4 OF 4











  






 



ANNEX A-3


TO COLLATERAL SCHEDULE NO. 8727912-001


TO MASTER SECURITY AGREEMENT


DATED AS OF APRIL 23, 2012


 





	
DEBTOR:

	
Apio, Inc.

	  
	
SECURED PARTY:

	
GE Capital Commercial, Inc.

	  
	
EQUIPMENT LOCATION:

	
26 Industrial Drive, Hanover, PA  17331

	  
	  	  	  	  
	
Asset Description

	
Manufacturer/Make

	
Model

	
Serial Number


	  	  	  	  
	
Bagger

	
Sandiacere

	
TG20 LD

	
X87857


	
Scale

	
Yamato

	
ADW-714SWH

	
WG000730


	
Bag Printer

	
Markem

	
SmartDate 3i

	
7775292


	
Scale Platform

	  	
2003

	  
	
Transfer Belt

	  	
2008

	  
	
Metal Detector

	
Fortress

	
Phantom

	  
	
Turntable

	  	  	  
	
Box Printing conveyor

	
Loveshaw

	
MICROJET III B

	
1705127-218B


	
Labeler(s)

	
SATO

	
CL408e

	
9M030149


	
Label winder

	
Label Acessories Inc.

	
GLR-100

	
RC790016


	  	  	  	  
	
Bagger

	
Sandiacre

	
TG320LD

	
X87897


	
Scale

	
Yamato

	
ADW-714SV

	
MA87894/WG070531


	
Bag Printer

	
Makrem

	
SmartDate 3i

	
7775011


	
Metal Detector/

	
Fortress

	
Phantom

	  
	
Turntable

	  	  	  
	
Box Printing conveyor

	
Loveshaw

	
MICROJET III B

	
B805501-218B


	
Labeler(s)

	
SATO

	
CL408e

	
7G03537


	  	  	  	  
	
Tote Box Dumper 1

	
D & E Farms

	  	  
	
EvenFeeder

	
D & E Farms

	  	  
	
#3  Conveyor

	
D & E Farms

	  	  
	
#4 Incline Conveyor

	
D & E Farms

	  	  
	
Magnet

	
Eriez

	  	  
	
#5  Distribution Shaker

	
D & E Farms

	  	  
	
#6 Snipper 1

	
D & E Farms

	  	  
	
#7 Snipper 2

	
D & E Farms

	  	  
	
#8 Snipper 3

	
D & E Farms

	  	  
	
#9 Snipper 4

	
D & E Farms

	  	  
	
#10 Snipper 5

	
D & E Farms

	  	  
	
#11 Snipper 6

	  	
2012

	  
	
#12 Snipper 7

	
D & E Farms

	  	  
	
#13 Snipper 8

	
D & E Farms

	  	  
	
4 Pumps

	  	  	  
	
Heat Exchanger 2

	  	  	  
	
Trough and Flume Tank

	
D & E Farms

	  	  
	
#30 Incline From Flume

	
D & E Farms

	  	  
	
Air Blower

	  	  	  
	
Water Separator

	
D & E Farms

	  	  
	
#31 Incline Conveyor

	
D & E Farms

	  	  
	
#32 Distribution Shaker

	
D & E Farms

	  	  
	
#33 UBR 1

	
D & E Farms

	  	  
	
#34 UBR 2

	
D & E Farms

	  	  
	
#37 Size Grader

	
D & E Farms

	  	  
	
#38 Size Grader

	
D & E Farms

	  	  
	
#39 Grading Table 1

	
D & E Farms

	  	  
	
#40 Grading Table 2

	
D & E Farms

	  	  
	
#43 Transfer Belt

	
D & E Farms

	  	  
	
#44 Scoop Belt

	
D & E Farms

	  	  



 



INITIALS DEBTOR:  /s/  GSS


 


INITIALS SECURED PARTY:  /s/  KD




 




  





1 OF 2











  






 



ANNEX A-3


TO COLLATERAL SCHEDULE NO. 8727912-001


TO MASTER SECURITY AGREEMENT


DATED AS OF APRIL 23, 2012




 


	
DEBTOR:

	
Apio, Inc.

	  	  
	
SECURED PARTY:

	
GE Capital Commercial, Inc.

	  	  
	
EQUIPMENT LOCATION :

	
26 Industrial Drive, Hanover, PA 17331

	  
	  	  	  	  
	
Asset Description

	
Manufacturer/Make

	
Model

	
Serial Number


	  	  	  	  
	
#45 Shaker Conveyor

	
D & E Farms

	  	  
	
#46 Drying Belt 1

	
D & E Farms

	  	  
	
#47 Drying Belt 2

	
D & E Farms

	  	  
	
#48 Drying Belt 3

	
D & E Farms

	  	  
	
#49 Shaker Conveyor

	
Commercial

	
Iso-Flo

	  
	
#50 UV Incline Belt

	
D & E Farms

	  	  
	
UV Lights

	
Reyco

	  	  
	
#52 Shaker with Gate

	
Key Technology

	
Iso-Flo

	  
	
#53 Side Shoot Conveyor

	
D & E Farms

	  	  
	
#53A Transfer Conveyor

	
D & E Farms

	  	  
	
#54 Conveyor

	
D & E Farms

	  	  
	
Tote Box Dumper 2

	
D & E Farms

	  	  
	
#55 EvenFeeder

	
D & E Farms

	  	  
	
#56 Incline Conveyor

	
D & E Farms

	  	  
	
#57 Conveyor

	
D & E Farms

	  	  
	  	  	  	  
	  	  	  	  
	
Compressor 1

	
Quincy QT10

	
QT10VT00012

	
20070922-0016


	
Compressor 2

	
Quincy QT15

	
QT15

	
QU1105100023


	
Air Dryer

	
PARKER

	
TW055-A1-JCE

	
110501934


	
Air Dryer

	
PARKER

	
TW40

	
80300134


	
ORP System Main Line

	
Pulse Instruments

	  	  
	
Floor Scale 1

	
METTLER TOLEDO

	
XIF

	
00451046DK


	
Drain Water Screen

	  	  	  
	
Baler

	  	  	  
	
Pallet Wrapper

	
PHOENIX

	
PRTL2150

	
7091696


	
Push Back Racking

	  	  	  
	
Racking

	  	  	  
	
Floor Scrubber

	
Advance

	  	  
	
Freezer

	  	  	  
	
Dock 1 Plate & Enclosure

	
SERCO

	  	  
	
Dock 2 Plate & Enclosure

	
SERCO

	  	  
	
Dock 3 Plate & Enclosure

	
SERCO

	  	  
	
Time Clock

	  	  	  
	
Pallet Jack #1

	
Toyota

	
7HBW23

	
34558


	
Pallet Jack #2

	
Toyota

	
7HBW23

	
34559


	
Office Equipment

	  	  	  
	
Truck Scale

	
Fairbanks

	
120 ton cap

	
PIT 6020-HVA09


	
300 - Totes folding est.

	  	  	  
	  	  	  	  
	
Forming Tube

	  	
Retail 12 oz

	  
	
Forming Tube

	  	
Retail 12 oz

	  
	
Forming Tube

	  	
Retail 32 oz

	  
	
Forming Tube

	  	
Retail 32 oz

	  
	
Forming Tube

	  	
Food Service/ 5 lb

	  





 



INITIALS DEBTOR:  /s/  GSS


 


INITIALS SECURED PARTY:  /s/  KD




 




  





2 OF 2











  






 



ANNEX A-4


TO COLLATERAL SCHEDULE NO. 8727912-001


TO MASTER SECURITY AGREEMENT


DATED AS OF APRIL 23, 2012




 



	
DEBTOR:

	
Apio, Inc.

	  	  
	
SECURED PARTY:

	
GE Capital Commercial, Inc.

	  	  
	
EQUIPMENT LOCATION :

	
7909 S. Crossway Drive, Pico Rivera, CA 90660

	  
	  	  	  	  
	
Asset Description

	
Manufacturer/Make

	
Model

	
Serial Number


	  	  	  	  
	
Bagger

	
Line Equipment

	
LE360

	
60645


	
Scale

	
Ishida

	
CCW-R

	
P2966927


	
Bag Printer

	
Markem - Imaje

	
Smartdate 3i

	
GP1081141


	
Mezzanine

	  	  	  
	
Metal Detector

	
Eriez

	
Model V

	
123938


	
In feed / incline conveyor(s)

	  	  	  
	
Out feed conveyor(s)

	  	  	  
	
Turntable

	  	  	  
	
Pack off conveyor(s)

	  	  	  
	
Box Printer

	
Lincoln Coder

	
50-R

	  
	
Labeler(s)

	
SATO

	
CL408e

	
OAO30191


	  	  	  	  
	  	  	  	  
	
Bagger

	
Line Equipment

	
LE360

	
69090


	
Scale

	
Ishida

	
CCW-RZ

	  
	
Bag Printer

	
Markem - Imaje

	
Smartdate 3i

	
GP1081125


	
Mezzanine

	  	  	  
	
Metal Detector

	
Advanced Detection

	  	
1200


	
Transfer conveyor

	  	  	  
	
Out feed conveyor(s)

	  	  	  
	
Turntable

	
Smalley

	  	
9686-01


	
Box Printer Conveyor

	
Laughlin Corporation

	  	  
	
Labeler(s)

	
SATO

	
CL408e

	
OAO30096


	  	  	  	  
	  	  	  	  
	
Tote Bin Dumper

	  	  	  
	
Binveyor

	  	
2007

	  
	
Incline Conveyor

	  	  	  
	
Distribution shaker

	
Key Technology

	
S1043492

	
445538-03611


	
Snipper 1

	  	
2011

	  
	
Transfer Conveyor 1

	  	
2011

	  
	
Snipper 2

	  	
2006

	  
	
UBR 1

	  	  	  
	
Snipper 3

	  	
2006

	  
	
UBR 2

	  	  	  
	
Snipper 4

	  	
2006

	  
	
UBR 3

	  	  	  
	
Snipper 5

	  	
2006

	  
	
UBR 4

	  	  	  
	
Snipper 6

	  	
2011

	  
	
Transfer Belt 2

	  	
2011

	  
	
Rework Belt

	  	  	  
	
Flume Tank

	  	  	  
	
Incline out of Flume

	  	
2010

	  
	
VST Sorter

	  	  	  
	
Grading Table 1

	  	
2011

	  
	
Grading Table 2

	  	
2011

	  
	
Chiller

	
Trenton Refrigeration

	
4 DA3 R18 MET

	
CCK0814365


	
Chiller coil

	  	  	  



 



INITIALS DEBTOR:  /s/  GSS


 


INITIALS SECURED PARTY:  /s/  KD




 




  





1 OF 2











  






 



ANNEX A-4


TO COLLATERAL SCHEDULE NO. 8727912-001


TO MASTER SECURITY AGREEMENT


DATED AS OF APRIL 23, 2012




 


	
DEBTOR:

	
Apio, Inc.

	  	  
	
SECURED PARTY:

	
GE Capital Commercial, Inc.

	  	  
	
EQUIPMENT LOCATION :

	
7909 S. Crossway Drive, Pico Rivera, CA 90660

	  
	  	  	  	  
	
Asset Description

	
Manufacturer/Make

	
Model

	
Serial Number


	  	  	  	  
	
Water Pump

	
AMT

	
4909-9B

	
1626-312


	
Blower

	
Republic

	
RB1200HC

	
40405773


	
Water Filter System

	
Rosedale Products

	
MC8-30-2P

	
236273


	  	  	  	  
	  	  	  	  
	
Battery Charger for Fork Lift

	
Flex200

	
FLX20018865T1H

	
07N1108M


	
Battery Charger for Fork Lift

	
Silver Star

	
18-750FRT

	
307PP10618


	
Air Compressor 1

	
Ingersol Rand

	
2475N7.5

	
611290020


	
Air Compressor 2

	
FS Curtis

	
E71V  and VT12-A3

	
EA101067 24XR68


	
Air Dryer

	
Gardner Denver

	
RNC100A1

	  
	
Floor Scale #1

	
U Line

	
5000 lb

	  
	
Floor Scale #2

	
U Line

	
5000 lb

	  
	
Pallet Jack #1

	
Toyota

	  	  
	
Pallet Jack #2

	
Toyota

	  	  
	
Pallet Jack #3

	
Crown

	  	  
	
Pallet Jack #4

	
Crown

	  	  
	
Office Equipment

	  	  	  
	  	  	  	  
	  	  	  	  
	
Foamer

	
Chemco

	  	  
	
Forming Tube

	  	
Retail 12 oz

	  
	
Forming Tube

	  	
Retail 12 oz

	  
	
Forming Tube

	  	
Retail 12 oz

	  
	
Forming Tube

	  	
Retail 32 oz

	  
	
Forming Tube

	  	
Food Service/ 5 lb

	  





 



INITIALS DEBTOR:  /s/  GSS


 


INITIALS SECURED PARTY:  /s/  KD




 




  





2 OF 2











  






 



ANNEX A-5


TO COLLATERAL SCHEDULE NO. 8727912-001


TO MASTER SECURITY AGREEMENT


DATED AS OF APRIL 23, 2012




 



	
DEBTOR:

	
Apio, Inc.

	  	  
	
SECURED PARTY:

	
GE Capital Commercial, Inc.

	  	  
	
EQUIPMENT LOCATION :

	
9095 17th Place, Vero Beach, FL  32966

	  	  
	  	  	  	  
	
Asset Description

	
Manufacturer/Make

	
Model

	
Serial Number

	
Location


	  	  	  	  	  
	
Bagger

	
Sandiacre

	
TG320 LD

	
2786

	
Packing Room


	
Scale

	
Yamato

	
ADW-714SWH

	
WG980796

	
Packing Room


	
Bag Printer

	
Markem

	
SmartDate 3i

	  	
Packing Room


	
Mezzanine

	  	  	  	
Packing Room


	
Metal Detector

	
Advanced Detection

	  	  	
Packing Room


	
In feed incline conveyor

	  	  	  	
Packing Room


	
Transfer Conveyor

	  	  	  	
Packing Room


	
Out feed conveyor

	  	  	  	
Packing Room


	
Metal Detector

	
Advanced Detection

	  	  	
Packing Room


	
Turntable

	  	  	  	
Packing Room


	
Box Printing conveyor

	
Lincoln Coder

	  	  	
Packing Room


	
Labeler

	
SATO

	
CL408e

	  	
office


	  	  	  	  	  
	  	  	  	  	  
	
Tote Box Dumper

	
MTC Corp

	  	  	
Grading Room


	
BinVeyor

	
Key Technology

	  	  	
Grading Room


	
Collection Conveyor

	  	  	  	
Grading Room


	
Incline Conveyor

	  	  	  	
Grading Room


	
Distrubution Shaker

	
Key Technology

	
Iso Flo 434026-1

	
2005 Green Glen

	
Grading Room


	
Snipper 1

	  	
2006

	  	
Grading Room


	
UBR 1

	  	
2011

	  	
Grading Room


	
Snipper 2

	  	
2006

	  	
Grading Room


	
UBR 2

	  	
2011

	  	
Grading Room


	
Snipper 3

	  	
2006

	  	
Grading Room


	
UBR 3

	  	
2011

	  	
Grading Room


	
Snipper 4

	  	
2006

	  	
Grading Room


	
UBR 4

	  	
2012

	  	
Grading Room


	
Flume Water Pump

	  	  	  	
Grading Room


	
Rework Conveyor

	
Lakewood

	  	  	
Grading Room


	
Flume Tank

	  	  	  	
Grading Room


	
Incline out of Flume

	  	  	  	
Grading Room


	
VST Sorter

	  	  	  	
Grading Room


	
Grading Table

	  	  	  	
Grading Room


	
Chiller Compressor

	
Bohn

	
20 Hp

	  	
West side of Building


	
Chiller Coil

	  	
2010

	  	
West Side of Building


	
Blower

	  	
7.5Hp

	  	
Grading Room


	
Water Tank & Stand

	  	
800 Gallon

	  	  
	  	  	  	  	  
	  	  	  	  	  
	
Fork Truck 1

	
Toyota

	
7FBEU15

	
114766

	
Warehouse


	
Fork Truck 2

	
Toyota

	
7FBEU15

	
61596

	
Warehouse


	
Battery Charger

	
Toyota

	  	  	
Warehouse


	
Battery Charger

	
Toyota

	  	  	
Warehouse


	
Floor Scale

	
5000 #

	
GSE 350

	  	
Warehouse


	
Floor Scrubber

	
American-Lincoln

	  	  	
Warehouse


	
Air Compressor

	
Ingersol Rand

	
15 Hp

	  	
East outide of building


	
Air Dryer

	  	  	  	
Outside of Building


	
Product Racks

	  	  	  	
Finish Cooler


	
Film Racks

	  	  	  	
South Packing Room


	
Office Equipment

	  	  	  	
Offices


	  	  	  	  	  
	  	  	  	  	  
	
Forming Tube

	  	
Retail 12 oz

	  	
South Packing Room


	
Forming Tube

	  	
Retail 32 oz

	  	
South Packing Room


	
Forming Tube

	  	
Food Service/ 5 lb

	  	
South Packing Room


	
Sanitation Foamer

	  	  	  	
South Packing Room









INITIALS DEBTOR:  /s/  GSS


 


INITIALS SECURED PARTY:  /s/  KD




 


1 OF 1