THE COLLATERAL AGENT MAY REQUEST, AND (B) TAKE ALL
ACTIONS REASONABLY SATISFACTORY TO THE COLLATERAL AGENT TO CAUSE THE SECURITY
INTERESTS IN THE COLLATERAL GRANTED BY IT HEREBY TO BE, AND CONTINUE AT ALL
TIMES TO BE, FULLY PERFECTED AND IN FULL FORCE AND EFFECT.
THE COLLATERAL AGENT
HEREBY AGREES, ON BEHALF OF THE SECURED PARTIES, THAT THE ASSIGNORS SHALL NOT BE
OBLIGATED TO PERFECT THE COLLATERAL AGENT'S SECURITY INTERESTS IN EXCLUDED
TRANSPORTATION ASSETS; PROVIDED, HOWEVER, THAT EACH ASSIGNOR AGREES, WITHIN TEN
(10) DAYS OF ITS RECEIPT OF A WRITTEN REQUEST FROM THE COLLATERAL AGENT AFTER
THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, TO TAKE ANY
AND ALL ACTIONS NECESSARY OR REASONABLY REQUESTED BY THE COLLATERAL AGENT,
INCLUDING THE EXECUTION AND DELIVERY OF ALL DOCUMENTS AND INSTRUMENTS NECESSARY
OR REASONABLY REQUESTED BY THE COLLATERAL AGENT, TO PERFECT THE COLLATERAL
AGENT'S SECURITY INTERESTS IN ANY OR ALL EXCLUDED TRANSPORTATION ASSETS OWNED BY
SUCH ASSIGNOR.
SECTION 2.7.
LOCATION OF INVENTORY AND EQUIPMENT.
ALL INVENTORY AND
EQUIPMENT HELD ON THE DATE HEREOF BY EACH ASSIGNOR IS LOCATED AT ONE OF THE
LOCATIONS SHOWN ON SCHEDULE 2.7 HERETO.
EACH ASSIGNOR AGREES THAT ALL INVENTORY
AND EQUIPMENT (OTHER THAN INVENTORY IN TRANSIT IN THE ORDINARY COURSE OF
BUSINESS) NOW HELD OR SUBSEQUENTLY ACQUIRED BY IT SHALL BE KEPT AT (OR SHALL BE
IN TRANSPORT TO) ANY ONE OF THE LOCATIONS SHOWN ON SCHEDULE 2.7 HERETO OR SUCH
NEW LOCATION AS SUCH ASSIGNOR MAY ESTABLISH IN ACCORDANCE WITH THE LAST SENTENCE
7
OF THIS SECTION 2.7.
ANY ASSIGNOR MAY ESTABLISH A NEW LOCATION FOR INVENTORY
AND EQUIPMENT ONLY IF (I) IT SHALL HAVE GIVEN TO THE COLLATERAL AGENT NOT LESS
THAN 15 DAYS (OR SUCH SHORTER PERIOD AS MAY BE ACCEPTABLE TO THE COLLATERAL
AGENT) PRIOR WRITTEN NOTICE OF ITS INTENTION SO TO DO, CLEARLY DESCRIBING SUCH
NEW LOCATION AND PROVIDING SUCH OTHER INFORMATION IN CONNECTION THEREWITH AS THE
COLLATERAL AGENT MAY REQUEST, (II) WITH RESPECT TO SUCH NEW LOCATION, IT SHALL
HAVE TAKEN ALL ACTION REASONABLY SATISFACTORY TO THE COLLATERAL AGENT TO
MAINTAIN THE SECURITY INTERESTS OF THE COLLATERAL AGENT IN THE COLLATERAL
INTENDED TO BE GRANTED HEREBY AT ALL TIMES FULLY PERFECTED AND IN FULL FORCE AND
EFFECT, (III) AT THE REASONABLE REQUEST OF THE COLLATERAL AGENT, IT SHALL HAVE
FURNISHED AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COLLATERAL AGENT TO
THE EFFECT THAT ALL FINANCING OR CONTINUATION STATEMENTS AND AMENDMENTS OR
SUPPLEMENTS THERETO HAVE BEEN FILED IN THE APPROPRIATE FILING OFFICE OR OFFICES,
AND (IV) THE COLLATERAL AGENT SHALL HAVE RECEIVED REASONABLE EVIDENCE THAT ALL
OTHER ACTIONS (INCLUDING, WITHOUT LIMITATION, THE PAYMENT OF ALL FILING FEES AND
TAXES, IF ANY, PAYABLE IN CONNECTION WITH SUCH FILINGS) HAVE BEEN TAKEN, IN
ORDER TO PERFECT (AND MAINTAIN THE PERFECTION AND PRIORITY OF) THE SECURITY
INTERESTS GRANTED HEREBY.
SECTION 2.8.
RECOURSE.
THIS AGREEMENT IS MADE WITH FULL RECOURSE TO
EACH ASSIGNOR AND PURSUANT TO AND UPON ALL THE WARRANTIES, REPRESENTATIONS,
COVENANTS AND AGREEMENTS ON THE PART OF SUCH ASSIGNOR CONTAINED