THE POSSESSION OF A PERSON (OTHER
THAN ANY GRANTOR) ASSERTING ANY CLAIM THERETO OR SECURITY INTEREST THEREIN,
EXCEPT THAT THE ADMINISTRATIVE AGENT OR ITS DESIGNEE MAY HAVE POSSESSION OF
COLLATERAL AS CONTEMPLATED HEREBY.
(C)
WHEN UCC FINANCING STATEMENTS IN APPROPRIATE FORM ARE FILED IN THE
OFFICES SPECIFIED ON SCHEDULE I ATTACHED HERETO, THE SECURITY INTERESTS SHALL
CONSTITUTE VALID AND PERFECTED SECURITY INTERESTS IN THE COLLATERAL, PRIOR TO
ALL OTHER LIENS AND RIGHTS OF OTHERS THEREIN EXCEPT FOR THE LIENS EXPRESSLY
PERMITTED UNDER SECTION 7.2 OF THE AMENDED AND RESTATED CREDIT AGREEMENT OR AS
SET FORTH IN THE PERFECTION CERTIFICATE, TO THE EXTENT THAT A SECURITY INTEREST
THEREIN MAY BE PERFECTED BY FILING PURSUANT TO THE UCC, ASSUMING THE PROPER
FILING AND INDEXING THEREOF.
(D)
ALL INVENTORY AND EQUIPMENT IS INSURED IN ACCORDANCE WITH THE
REQUIREMENTS OF THE AMENDED AND RESTATED CREDIT AGREEMENT.
(E)
NONE OF THE COLLATERAL CONSTITUTES, OR IS THE PROCEEDS OF, "FARM
PRODUCTS" (AS DEFINED IN THE UCC).
(F)
SCHEDULE II CORRECTLY SETS FORTH EACH GRANTOR'S STATE OF
INCORPORATION, TAXPAYER IDENTIFICATION NUMBER, ORGANIZATIONAL IDENTIFICATION
NUMBER AND CORRECT LEGAL NAME INDICATED ON THE PUBLIC RECORD OF SUCH GRANTOR'S
JURISDICTION OF ORGANIZATION WHICH SHOWS SUCH GRANTOR TO BE ORGANIZED.
7
(G)
THE PERFECTION CERTIFICATE, WHICH IS ATTACHED HERETO AS SCHEDULE
III,
CORRECTLY SETS FORTH (I) ALL NAMES AND TRADENAMES THAT EACH GRANTOR HAS
USED WITHIN THE LAST FIVE YEARS AND THE NAMES OF ALL PERSONS THAT HAVE MERGED
INTO OR BEEN ACQUIRED BY EACH GRANTOR, (II) THE CHIEF EXECUTIVE OFFICES OF EACH
GRANTOR OVER THE LAST FIVE YEARS, (III) ALL OTHER LOCATIONS IN WHICH TANGIBLE
ASSETS OF EACH GRANTOR HAVE BEEN LOCATED IN THE LAST FIVE YEARS, (IV) THE NAME
OF EACH BANK AT WHICH EACH GRANTOR MAINTAINS DEPOSIT ACCOUNTS, THE STATE OF
ORGANIZATION OF EACH SUCH BANK, AND THE ACCOUNT NUMBERS FOR EACH DEPOSIT
ACCOUNT, (V) ALL LETTERS OF CREDIT UNDER WHICH EACH GRANTOR IS A BENEFICIARY,
(VI) ALL THIRD PARTIES WITH POSSESSION OF ANY INVENTORY OR EQUIPMENT OF EACH
GRANTOR AND (VII) EACH GRANTOR'S MAILING ADDRESS.
(H)
WITH RESPECT TO THE ACCOUNTS, EXCEPT AS SPECIFICALLY DISCLOSED TO
THE ADMINISTRATIVE AGENT FROM TIME TO TIME OR WHICH WOULD NOT REASONABLY BE
LIKELY TO RESULT IN A MATERIAL ADVERSE EFFECT, (I) THEY REPRESENT BONA FIDE
SALES OF INVENTORY OR RENDERING OF SERVICES TO ACCOUNT DEBTORS IN THE ORDINARY
COURSE OF SUCH GRANTOR'S BUSINESS AND ARE NOT EVIDENCED BY A JUDGMENT,
INSTRUMENT OR CHATTEL PAPER; (II) THERE ARE NO SETOFFS, CLAIMS OR DISPUTES
EXISTING OR ASSERTED WITH RESPECT THERETO EXCEPT AS HAVE ARISIN IN THE ORDINARY
COURSE OF BUSINESS AND SUCH GRANTOR HAS NOT MADE ANY AGREEMENT WITH ANY ACCOUNT
DEBTOR FOR ANY EXTENSION OF TIME FOR THE PAYMENT THEREOF, ANY COMPROMISE OR
SETTLEMENT FOR LESS THAN THE FULL AMOUNT THEREOF, ANY RELEASE OF ANY ACCOUNT
DEBTOR FROM LIABILITY THEREFOR, OR ANY DEDUCTION THEREFROM EXCEPT A DISCOUNT OR
ALLOWANCE ALLOWED BY SUCH GRANTOR IN THE ORDINARY COURSE OF ITS BUSINESS FOR
PROMPT PAYMENT; (III) TO SUCH GRANTOR'S KNOWLEDGE, THERE ARE