CREDITS AND ADVICES THEREOF AND DOCUMENTS EVIDENCING OR FORMING A PART OF THE
COLLATERAL, (IV) ENTERING INTO WAREHOUSING, LOCKBOX AND OTHER CUSTODIAL
ARRANGEMENTS SATISFACTORY TO AGENT, AND (V) EXECUTING AND DELIVERING FINANCING
STATEMENTS, CONTROL AGREEMENTS, INSTRUMENTS OF PLEDGE, MORTGAGES, NOTICES AND
ASSIGNMENTS, IN EACH CASE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
AGENT, RELATING TO THE CREATION, VALIDITY, PERFECTION, MAINTENANCE OR
CONTINUATION OF AGENT'S SECURITY INTEREST AND LIEN UNDER THE UNIFORM COMMERCIAL
CODE OR OTHER APPLICABLE LAW.
BY ITS SIGNATURE HERETO, EACH BORROWER HEREBY
AUTHORIZES AGENT TO FILE AGAINST SUCH BORROWER, ONE OR MORE FINANCING,
CONTINUATION OR AMENDMENT STATEMENTS DESCRIBING THE COLLATERAL PURSUANT TO THE
UNIFORM COMMERCIAL CODE IN FORM AND SUBSTANCE SATISFACTORY TO AGENT.
ALL
CHARGES, EXPENSES AND FEES AGENT MAY INCUR IN DOING ANY OF THE FOREGOING, AND
ANY LOCAL TAXES RELATING THERETO, SHALL BE CHARGED TO BORROWERS' ACCOUNT AS A
REVOLVING ADVANCE OF A DOMESTIC RATE LOAN AND ADDED TO THE OBLIGATIONS, OR, AT
AGENT'S OPTION, SHALL BE PAID TO AGENT FOR ITS BENEFIT AND FOR THE RATABLE
BENEFIT OF LENDERS IMMEDIATELY UPON DEMAND.
4.3.
DISPOSITION OF COLLATERAL.
EACH BORROWER WILL SAFEGUARD AND
PROTECT ALL COLLATERAL FOR AGENT'S GENERAL ACCOUNT AND MAKE NO DISPOSITION
THEREOF WHETHER BY SALE, LEASE OR OTHERWISE EXCEPT THE SALE OF INVENTORY IN THE
ORDINARY COURSE OF BUSINESS.
4.4.
PRESERVATION OF COLLATERAL.
FOLLOWING THE OCCURRENCE AND DURING
THE CONTINUATION OF AN EVENT OF DEFAULT, IN ADDITION TO THE RIGHTS AND REMEDIES
SET FORTH IN SECTION 11.1 HEREOF, AGENT: (A) MAY AT ANY TIME TAKE SUCH STEPS AS
AGENT DEEMS NECESSARY TO PROTECT AGENT'S INTEREST IN AND TO PRESERVE THE
COLLATERAL, INCLUDING THE HIRING OF SUCH SECURITY GUARDS OR THE PLACING OF OTHER
SECURITY PROTECTION MEASURES AS AGENT MAY DEEM APPROPRIATE; (B) MAY EMPLOY AND
47
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 BORROWERS' 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 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