SPECIFIED IN SUCH
FILINGS, THIS AGREEMENT WILL CREATE A PERFECTED SECURITY INTEREST IN ALL RIGHT,
TITLE AND INTEREST OF THE GRANTORS IN SUCH INTELLECTUAL PROPERTY TO THE EXTENT
PERFECTION CAN BE OBTAINED BY SUCH FILINGS, PRIOR AND SUPERIOR IN RIGHT TO ANY
OTHER PERSON, EXCEPT FOR PERMITTED LIENS;
(VII)
NONE OF THE COLLATERAL CONSTITUTES, OR IS THE PROCEEDS OF, "FARM
PRODUCTS" (AS DEFINED IN THE UCC);
(VIII)
IT DOES NOT OWN ANY "AS EXTRACTED COLLATERAL" (AS DEFINED IN THE
UCC) OR ANY TIMBER TO BE CUT; AND
(IX)
SUCH GRANTOR HAS BEEN DULY ORGANIZED AS AN ENTITY OF THE TYPE AS
SET FORTH OPPOSITE SUCH GRANTOR'S NAME ON SCHEDULE 4.01(A) SOLELY UNDER THE LAWS
OF THE JURISDICTION AS SET FORTH OPPOSITE SUCH GRANTOR'S NAME ON SCHEDULE
4.01(A) AND REMAINS DULY EXISTING AS SUCH. SUCH GRANTOR HAS NOT FILED ANY
CERTIFICATES OF DOMESTICATION, TRANSFER OR CONTINUANCE IN ANY OTHER
JURISDICTION.
(b)
Covenants and Agreements. Each Grantor hereby covenants and agrees
that:
(I)
EXCEPT FOR THE SECURITY INTEREST CREATED BY THIS AGREEMENT, IT
SHALL NOT CREATE OR SUFFER TO EXIST ANY LIEN UPON OR WITH RESPECT TO ANY OF THE
COLLATERAL, EXCEPT PERMITTED LIENS, AND SUCH GRANTOR SHALL DEFEND THE COLLATERAL
AGAINST ALL PERSONS AT ANY TIME CLAIMING ANY INTEREST THEREIN; AND
(II)
IT SHALL NOT CHANGE SUCH GRANTOR'S NAME, IDENTITY, CORPORATE
STRUCTURE (E.G., BY MERGER, CONSOLIDATION, CHANGE IN CORPORATE FORM OR
OTHERWISE), SOLE PLACE OF BUSINESS (OR PRINCIPAL RESIDENCE IF SUCH GRANTOR IS A
NATURAL PERSON), CHIEF EXECUTIVE OFFICE, TYPE OF ORGANIZATION OR JURISDICTION OF
ORGANIZATION OR ESTABLISH ANY TRADE NAMES UNLESS IT SHALL HAVE (A) NOTIFIED THE
COLLATERAL AGENT IN WRITING, BY EXECUTING AND DELIVERING TO THE COLLATERAL AGENT
A COMPLETED PLEDGE SUPPLEMENT, SUBSTANTIALLY IN THE FORM OF EXHIBIT A ATTACHED
HERETO, TOGETHER WITH ALL SUPPLEMENTS TO SCHEDULES THERETO, AT LEAST FIFTEEN
(15) DAYS PRIOR TO ANY SUCH CHANGE OR ESTABLISHMENT, IDENTIFYING SUCH NEW
PROPOSED NAME, IDENTITY, CORPORATE STRUCTURE, SOLE PLACE OF BUSINESS (OR
PRINCIPAL RESIDENCE IF SUCH GRANTOR IS A NATURAL PERSON), CHIEF EXECUTIVE
OFFICE, JURISDICTION OF ORGANIZATION OR TRADE NAME AND PROVIDING SUCH OTHER
INFORMATION IN CONNECTION THEREWITH AS THE COLLATERAL AGENT MAY REASONABLY
REQUEST AND (B) TAKEN ALL ACTIONS NECESSARY OR ADVISABLE TO MAINTAIN THE
CONTINUOUS VALIDITY, PERFECTION AND THE SAME OR BETTER PRIORITY OF THE
COLLATERAL AGENT'S SECURITY INTEREST IN THE COLLATERAL INTENDED TO BE GRANTED
AND AGREED TO HEREBY.
10
Section 4.02
Equipment and Inventory.
(A)
REPRESENTATIONS AND WARRANTIES. EACH GRANTOR REPRESENTS AND
WARRANTS, ON THE CLOSING DATE AND ON EACH CREDIT DATE, THAT:
(i)
all of the Equipment and Inventory (other than vehicles) included
in the Collateral is kept only at the locations specified in Schedule 4.02 (as
such schedule may be amended or supplemented from time to time); and
(ii)
none of the Inventory or Equipment of such Grantor included in
the Collateral and with a value in excess of $250,000 in the aggregate is in the
possession of an issuer of a negotiable document (as defined in Section 7-104 of
the