AS AGENT MAY DIRECT.
ALL OF
AGENT'S EXPENSES OF PRESERVING THE COLLATERAL, INCLUDING ANY EXPENSES RELATING
TO THE BONDING OF A CUSTODIAN, SHALL BE CHARGED TO BORROWERS' ACCOUNT AS A
REVOLVING ADVANCE MAINTAINED AS A DOMESTIC RATE LOAN AND ADDED TO THE
OBLIGATIONS.
4.5.
OWNERSHIP OF COLLATERAL.
(A)
WITH RESPECT TO THE COLLATERAL, AT THE TIME THE COLLATERAL BECOMES
SUBJECT TO AGENT'S SECURITY INTEREST:
(I) EACH BORROWER SHALL BE THE SOLE OWNER
OF AND FULLY AUTHORIZED AND ABLE TO SELL, TRANSFER, PLEDGE AND/OR GRANT A FIRST
PRIORITY SECURITY INTEREST IN EACH AND EVERY ITEM OF THE ITS RESPECTIVE
COLLATERAL TO AGENT; AND, EXCEPT FOR PERMITTED ENCUMBRANCES THE COLLATERAL SHALL
BE FREE AND CLEAR OF ALL LIENS AND ENCUMBRANCES WHATSOEVER; (II) EACH DOCUMENT
AND AGREEMENT EXECUTED BY EACH BORROWER OR DELIVERED TO AGENT OR ANY LENDER IN
CONNECTION WITH THIS AGREEMENT SHALL BE TRUE AND CORRECT IN ALL RESPECTS; (III)
ALL SIGNATURES AND ENDORSEMENTS OF EACH BORROWER THAT APPEAR ON SUCH DOCUMENTS
AND AGREEMENTS SHALL BE GENUINE AND EACH BORROWER SHALL HAVE FULL CAPACITY TO
EXECUTE SAME; AND (IV) EACH BORROWER'S EQUIPMENT AND INVENTORY SHALL BE LOCATED
AS SET FORTH ON SCHEDULE 4.5 AND SHALL NOT BE REMOVED FROM SUCH LOCATION(S)
WITHOUT THE PRIOR WRITTEN CONSENT OF AGENT EXCEPT WITH RESPECT TO THE SALE OF
INVENTORY AND EQUIPMENT TO THE EXTENT PERMITTED IN SECTION 4.3 HEREOF.
(B)
(I)
THERE IS NO LOCATION AT WHICH ANY BORROWER HAS ANY
INVENTORY (EXCEPT FOR INVENTORY IN TRANSIT) OTHER THAN THOSE LOCATIONS LISTED ON
SCHEDULE 4.5; (II) SCHEDULE 4.5 HERETO CONTAINS A CORRECT AND COMPLETE LIST, AS
OF THE CLOSING DATE, OF THE LEGAL NAMES AND ADDRESSES OF EACH WAREHOUSE AT WHICH
INVENTORY OF ANY BORROWER IS STORED; NONE OF THE RECEIPTS RECEIVED BY ANY
BORROWER FROM ANY WAREHOUSE STATES THAT THE GOODS COVERED THEREBY ARE TO BE
DELIVERED TO BEARER OR TO THE ORDER OF A NAMED PERSON OR TO A NAMED PERSON AND
SUCH NAMED PERSON'S ASSIGNS;
(III) SCHEDULE 4.5 HERETO SETS FORTH A CORRECT AND
COMPLETE LIST AS OF THE CLOSING DATE OF (A) EACH PLACE OF BUSINESS OF EACH
BORROWER AND (B) THE CHIEF EXECUTIVE OFFICE OF EACH BORROWER; AND (IV) SCHEDULE
4.5 HERETO SETS FORTH A CORRECT AND COMPLETE LIST AS OF THE CLOSING DATE OF THE
LOCATION, BY STATE AND STREET ADDRESS, OF ALL REAL PROPERTY OWNED OR LEASED BY
EACH BORROWER, TOGETHER WITH THE NAMES AND ADDRESSES OF ANY LANDLORDS.
(C)
BORROWERS, AGENT AND LENDERS ACKNOWLEDGE AND AGREE THAT SCHEDULE
4.5 SHALL BE DEEMED TO BE UPDATED TO INCLUDE ANY ADDITIONAL LOCATIONS THAT AGENT
IS NOTIFIED OF IN ACCORDANCE WITH SECTION 9.11.
4.6.
DEFENSE OF AGENT'S AND LENDERS' INTERESTS.
UNTIL (A) PAYMENT AND
PERFORMANCE IN FULL OF ALL OF THE OBLIGATIONS AND (B) TERMINATION OF THIS
AGREEMENT, AGENT'S INTERESTS IN THE COLLATERAL SHALL CONTINUE IN FULL FORCE AND
EFFECT.
EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, DURING SUCH PERIOD NO
BORROWER SHALL, WITHOUT AGENT'S PRIOR WRITTEN CONSENT, PLEDGE, SELL (EXCEPT
INVENTORY AND EQUIPMENT TO THE EXTENT PERMITTED IN