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
10
(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.
Section 4.02
Equipment and Inventory.
(a)
Representations and Warranties. Each
Grantor represents and warrants, on the Closing 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 UCC) THEREFOR OR OTHERWISE IN THE POSSESSION OF A BAILEE
OR A WAREHOUSEMAN (OTHER THAN INVENTORY IN TRANSIT IN THE ORDINARY COURSE AND
OTHER THAN IN CONNECTION WITH REPAIRS IN THE ORDINARY COURSE) AND OTHER THAN
COLLATERAL WITH RESPECT TO WHICH SECTION 4.02(B)(IV) HAS BEEN COMPLIED WITH.
(b)
Covenants and Agreements. Each Grantor
covenants and agrees that:
(I)
IT SHALL KEEP