AND SUCH OTHER
REPORTS IN CONNECTION WITH ANY DOMESTIC OR MATERIAL FOREIGN COLLATERAL, IN EACH
CASE AS THE COLLATERAL AGENT MAY REASONABLY REQUEST, ALL IN REASONABLE DETAIL,
(E) IF ANY INVENTORY CONSTITUTING DOMESTIC OR MATERIAL FOREIGN COLLATERAL SHALL
BE IN THE POSSESSION OF A THIRD PARTY, NOTIFYING SUCH PERSON OF THE COLLATERAL
AGENT'S SECURITY INTEREST CREATED HEREBY AND OBTAINING A WRITTEN ACKNOWLEDGMENT
FROM SUCH PERSON THAT SUCH PERSON HOLDS POSSESSION OF SUCH COLLATERAL FOR THE
BENEFIT OF THE COLLATERAL AGENT, WHICH SUCH WRITTEN ACKNOWLEDGEMENT SHALL BE IN
FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COLLATERAL AGENT, (F) IF AT
ANY TIME AFTER THE DATE HEREOF, SUCH GRANTOR ACQUIRES OR HOLDS ANY COMMERCIAL
TORT CLAIM CONSTITUTING DOMESTIC OR MATERIAL FOREIGN COLLATERAL, PROMPTLY
NOTIFYING THE COLLATERAL AGENT IN A WRITING SIGNED BY SUCH GRANTOR SETTING FORTH
A BRIEF DESCRIPTION OF SUCH COMMERCIAL TORT CLAIM AND GRANTING TO THE COLLATERAL
AGENT A SECURITY INTEREST THEREIN AND IN THE PROCEEDS THEREOF, WHICH WRITING
SHALL INCORPORATE THE PROVISIONS HEREOF AND SHALL BE IN FORM AND SUBSTANCE
SATISFACTORY TO THE COLLATERAL AGENT, (G) UPON THE ACQUISITION AFTER THE DATE
HEREOF BY SUCH GRANTOR OF ANY MOTOR VEHICLE OR OTHER EQUIPMENT CONSTITUTING
DOMESTIC OR MATERIAL FOREIGN COLLATERAL WITH A PURCHASE PRICE OF $50,000 OR MORE
SUBJECT TO A CERTIFICATE OF TITLE OR OWNERSHIP (OTHER THAN A MOTOR VEHICLE OR
EQUIPMENT THAT IS SUBJECT TO A PURCHASE MONEY SECURITY INTEREST), NOTIFYING THE
COLLATERAL AGENT PROMPTLY THEREOF AND, UPON THE COLLATERAL AGENT'S REQUEST,
CAUSING THE COLLATERAL AGENT TO BE LISTED AS THE LIENHOLDER ON SUCH CERTIFICATE
OF TITLE OR OWNERSHIP AND DELIVERING EVIDENCE OF THE SAME TO THE COLLATERAL
AGENT IN ACCORDANCE WITH THE SECURITIES
9
PURCHASE AGREEMENT, AND (H) TAKING ALL ACTIONS REQUIRED BY ANY EARLIER VERSIONS
OF THE UNIFORM COMMERCIAL CODE OR BY OTHER LAW, AS APPLICABLE, IN ANY RELEVANT
UNIFORM COMMERCIAL CODE JURISDICTION, OR BY OTHER LAW AS APPLICABLE IN ANY
FOREIGN JURISDICTION WITH RESPECT TO ANY AND ALL DOMESTIC OR MATERIAL FOREIGN
COLLATERAL.
(B)
LOCATION OF EQUIPMENT AND INVENTORY.
EACH
GRANTOR WILL KEEP THE EQUIPMENT AND INVENTORY AT THE LOCATIONS SPECIFIED
THEREFOR IN SECTION 4(D) HEREOF OR, UPON NOT LESS THAN THIRTY (30) DAYS' PRIOR
WRITTEN NOTICE TO THE COLLATERAL AGENT ACCOMPANIED BY A NEW SCHEDULE III HERETO
INDICATING EACH NEW LOCATION OF THE EQUIPMENT AND INVENTORY, AT SUCH OTHER
LOCATIONS IN THE UNITED STATES.
(C)
CONDITION OF EQUIPMENT.
EACH GRANTOR WILL
MAINTAIN OR CAUSE THE EQUIPMENT (NECESSARY OR USEFUL TO ITS BUSINESS) TO BE
MAINTAINED AND PRESERVED IN GOOD CONDITION, REPAIR AND WORKING ORDER, ORDINARY
WEAR AND TEAR EXCEPTED, AND WILL FORTHWITH, OR IN THE CASE OF ANY LOSS OR DAMAGE
TO ANY EQUIPMENT OF SUCH GUARANTOR WITHIN A COMMERCIALLY REASONABLE TIME AFTER
THE OCCURRENCE THEREOF, MAKE OR CAUSE TO BE MADE ALL REPAIRS, REPLACEMENTS AND
OTHER IMPROVEMENTS IN CONNECTION THEREWITH WHICH ARE NECESSARY OR DESIRABLE,
CONSISTENT WITH PAST PRACTICE, OR WHICH THE COLLATERAL AGENT MAY REQUEST TO SUCH
END.
SUCH GRANTOR WILL PROMPTLY FURNISH TO THE COLLATERAL AGENT A STATEMENT
DESCRIBING IN