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. WITH
RESPECT TO ANY BOOKS AND RECORDS IN CONNECTION WITH ANY COLLATERAL OR IN ANY WAY
RELATING THERETO OR EVIDENCING THE COLLATERAL (COLLECTIVELY, THE "BOOKS AND
RECORDS") WHICH ARE LOCATED AT A LEASED LOCATION, SUCH BOOKS AND
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Records shall only be located in and at such locations for which Agent has
received an executed landlord agreement in form and substance satisfactory to
Agent.
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. DURING SUCH PERIOD NO BORROWER SHALL, WITHOUT AGENT'S PRIOR WRITTEN
CONSENT, PLEDGE, SELL (EXCEPT INVENTORY IN THE ORDINARY COURSE OF BUSINESS AND
EQUIPMENT TO THE EXTENT PERMITTED IN SECTION 4.3 HEREOF), ASSIGN, TRANSFER,
CREATE OR SUFFER TO EXIST A LIEN UPON OR ENCUMBER OR ALLOW OR SUFFER TO BE
ENCUMBERED IN ANY WAY EXCEPT FOR PERMITTED ENCUMBRANCES, ANY PART OF THE
COLLATERAL. EACH BORROWER SHALL DEFEND AGENT'S INTERESTS IN THE COLLATERAL
AGAINST ANY AND ALL PERSONS WHATSOEVER. AT ANY TIME FOLLOWING DEMAND BY AGENT
FOR PAYMENT OF ALL OBLIGATIONS, AGENT SHALL HAVE THE RIGHT TO TAKE POSSESSION OF
THE INDICIA OF THE COLLATERAL AND THE COLLATERAL IN WHATEVER PHYSICAL FORM
CONTAINED, INCLUDING:
LABELS, STATIONERY, DOCUMENTS, INSTRUMENTS AND
ADVERTISING MATERIALS. IF AGENT EXERCISES THIS RIGHT TO TAKE POSSESSION OF THE
COLLATERAL, BORROWERS SHALL, UPON DEMAND, ASSEMBLE IT IN THE BEST MANNER
POSSIBLE AND MAKE IT AVAILABLE TO AGENT AT A PLACE REASONABLY CONVENIENT TO
AGENT. IN ADDITION, WITH RESPECT TO ALL COLLATERAL, AGENT AND LENDERS SHALL BE
ENTITLED TO ALL OF THE RIGHTS AND REMEDIES SET FORTH HEREIN AND FURTHER PROVIDED
BY THE UNIFORM COMMERCIAL CODE OR OTHER APPLICABLE LAW. EACH BORROWER SHALL, AND
AGENT MAY, AT ITS OPTION, INSTRUCT ALL SUPPLIERS, CARRIERS, FORWARDERS,
WAREHOUSERS OR OTHERS RECEIVING OR HOLDING CASH, CHECKS, INVENTORY, DOCUMENTS OR
INSTRUMENTS IN WHICH AGENT HOLDS A SECURITY INTEREST TO DELIVER SAME TO AGENT
AND/OR SUBJECT TO AGENT'S ORDER AND IF THEY SHALL COME INTO ANY BORROWER'S
POSSESSION, THEY, AND EACH OF THEM, SHALL BE HELD BY SUCH BORROWER IN TRUST AS
AGENT'S TRUSTEE, AND SUCH BORROWER WILL IMMEDIATELY DELIVER THEM TO AGENT IN
THEIR ORIGINAL FORM TOGETHER WITH ANY NECESSARY ENDORSEMENT.
4.7.
Books and Records. Each Borrower shall (a) keep proper books of
record and account in which full, true and correct entries will be made of all
dealings or transactions of or in relation to its business and affairs; (b) set
up on its books accruals with respect to all taxes, assessments, charges, levies
and claims; and (c) on a reasonably current basis set up on