FORTH IN THE INFORMATION CERTIFICATE,
(II) COFFEE BREWING EQUIPMENT AND(III) FOR GOODS LOCATED IN THE UNITED STATES OF
AMERICA IN TRANSIT TO A LOCATION OF A BORROWER OR GUARANTOR PERMITTED HEREIN IN
THE ORDINARY COURSE OF BUSINESS OF SUCH BORROWER OR GUARANTOR IN THE POSSESSION
OF THE CARRIER TRANSPORTING SUCH GOODS.
IN THE EVENT THAT ANY GOODS, DOCUMENTS
OF TITLE OR OTHER COLLATERAL (OTHER THAN COFFEE BREWING EQUIPMENT) ARE AT ANY
TIME AFTER THE DATE HEREOF IN THE CUSTODY, CONTROL OR POSSESSION OF ANY OTHER
PERSON NOT REFERRED TO IN THE INFORMATION CERTIFICATE OR SUCH CARRIERS WITH A
VALUE IN EXCESS OF $250,000, INDIVIDUALLY, AND $500,000, IN THE AGGREGATE,
BORROWERS AND GUARANTORS SHALL PROMPTLY NOTIFY LENDER THEREOF IN WRITING.
PROMPTLY UPON LENDER'S REQUEST, BORROWERS AND GUARANTORS SHALL DELIVER TO LENDER
A COLLATERAL ACCESS
48
AGREEMENT DULY AUTHORIZED, EXECUTED AND DELIVERED BY SUCH PERSON AND THE
BORROWER OR GUARANTOR THAT IS THE OWNER OF SUCH COLLATERAL.
(I)
BORROWERS AND GUARANTORS SHALL TAKE ANY OTHER ACTIONS REASONABLY
REQUESTED BY LENDER FROM TIME TO TIME TO CAUSE THE ATTACHMENT, PERFECTION AND
FIRST PRIORITY OF, AND THE ABILITY OF LENDER TO ENFORCE, THE SECURITY INTEREST
OF LENDER IN ANY AND ALL OF THE COLLATERAL, INCLUDING, WITHOUT LIMITATION,
(I) EXECUTING, DELIVERING AND, WHERE APPROPRIATE, FILING FINANCING STATEMENTS
AND AMENDMENTS RELATING THERETO UNDER THE UCC OR OTHER APPLICABLE LAW, TO THE
EXTENT, IF ANY, THAT ANY BORROWER'S OR GUARANTOR'S SIGNATURE THEREON IS REQUIRED
THEREFOR, (II) CAUSING LENDER'S NAME TO BE NOTED AS SECURED PARTY ON ANY
CERTIFICATE OF TITLE FOR A TITLED GOOD IF SUCH NOTATION IS A CONDITION TO
ATTACHMENT, PERFECTION OR PRIORITY OF, OR ABILITY OF LENDER TO ENFORCE, THE
SECURITY INTEREST OF LENDER IN SUCH COLLATERAL, (III) COMPLYING WITH ANY
PROVISION OF ANY STATUTE, REGULATION OR TREATY OF THE UNITED STATES OF AMERICA
AS TO ANY COLLATERAL IF COMPLIANCE WITH SUCH PROVISION IS A CONDITION TO
ATTACHMENT, PERFECTION OR PRIORITY OF, OR ABILITY OF LENDER TO ENFORCE, THE
SECURITY INTEREST OF LENDER IN SUCH COLLATERAL, (IV) OBTAINING THE CONSENTS AND
APPROVALS OF ANY GOVERNMENTAL AUTHORITY OR THIRD PARTY, INCLUDING, WITHOUT
LIMITATION, ANY CONSENT OF ANY LICENSOR, LESSOR OR OTHER PERSON OBLIGATED ON
COLLATERAL, AND TAKING ALL ACTIONS REQUIRED BY ANY EARLIER VERSIONS OF THE UCC
OR BY OTHER LAW, AS APPLICABLE IN ANY RELEVANT JURISDICTION.
5.3
Special Provisions Regarding Collateral.
Borrowers and Guarantors
hereby agree that any time that a Default or an Event of Default has occurred
and is continuing, at the request of Lender, Borrowers and Guarantors shall take
any and all actions requested by Lender from time to time to cause the
attachment, perfection and first priority of, and the ability of Lender to
enforce, the security interest of Lender in any and all of the Collateral,
including, the Excluded Property.
SECTION
6.
COLLECTION AND ADMINISTRATION
6.1
Borrowers' Loan Accounts.
Lender shall maintain one or more loan
account(s) on its books in which shall be recorded (a) all Loans, Letters of
Credit and other Obligations and the Collateral, (b)