OF OTHER
SECURITY PROTECTION MEASURES AS AGENT MAY DEEM APPROPRIATE; (B) MAY EMPLOY AND
MAINTAIN AT ANY OF ANY BORROWER'S PREMISES A CUSTODIAN WHO SHALL HAVE FULL
AUTHORITY TO DO ALL ACTS NECESSARY TO PROTECT AGENT'S INTERESTS IN THE
COLLATERAL; (C) MAY LEASE WAREHOUSE FACILITIES TO WHICH AGENT MAY MOVE ALL OR
PART OF THE COLLATERAL; (D) MAY USE ANY BORROWER'S OWNED OR LEASED LIFTS,
HOISTS, TRUCKS AND OTHER FACILITIES OR EQUIPMENT FOR HANDLING OR REMOVING THE
COLLATERAL; AND (E) SHALL HAVE, AND IS HEREBY GRANTED, A RIGHT OF INGRESS AND
EGRESS TO THE PLACES WHERE THE COLLATERAL IS LOCATED, AND MAY PROCEED OVER AND
THROUGH ANY OF BORROWER'S OWNED OR LEASED PROPERTY. EACH BORROWER SHALL
COOPERATE FULLY WITH ALL OF AGENT'S EFFORTS TO PRESERVE THE COLLATERAL AND WILL
TAKE SUCH ACTIONS TO PRESERVE THE COLLATERAL 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 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) EXCEPT WITH RESPECT TO COLLATERAL BEING USED
BY WORK CREWS OF ANY BORROWER IN THE ORDINARY COURSE OF SUCH BORROWER'S
BUSINESS,
EACH BORROWER'S COLLATERAL 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 IN THE
ORDINARY COURSE OF BUSINESS 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