EVENT
THAT ANY BORROWER SHALL AT ANY TIME AFTER THE DATE HEREOF HAVE ANY COMMERCIAL
TORT CLAIMS IN EXCESS OF $50,000, SUCH BORROWER SHALL PROMPTLY NOTIFY AGENT
THEREOF IN WRITING, WHICH NOTICE SHALL (I) SET FORTH IN REASONABLE DETAIL THE
BASIS FOR AND NATURE OF SUCH COMMERCIAL TORT CLAIM AND (II) INCLUDE THE EXPRESS
GRANT BY SUCH BORROWER TO AGENT OF A SECURITY INTEREST IN SUCH COMMERCIAL TORT
CLAIM (AND THE PROCEEDS THEREOF).
IN THE EVENT THAT SUCH NOTICE DOES NOT
INCLUDE SUCH GRANT OF A SECURITY INTEREST, THE SENDING THEREOF BY SUCH BORROWER
TO AGENT SHALL BE DEEMED TO CONSTITUTE SUCH GRANT TO AGENT. UPON THE SENDING OF
SUCH NOTICE, ANY COMMERCIAL TORT CLAIM DESCRIBED THEREIN SHALL CONSTITUTE PART
OF THE COLLATERAL AND SHALL BE DEEMED INCLUDED THEREIN.
WITHOUT LIMITING THE
AUTHORIZATION OF AGENT PROVIDED IN SECTION 5.2(A) HEREOF OR OTHERWISE ARISING BY
THE EXECUTION BY SUCH BORROWER OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING
AGREEMENTS, AGENT IS HEREBY IRREVOCABLY AUTHORIZED FROM TIME TO TIME AND AT ANY
TIME TO FILE SUCH FINANCING STATEMENTS NAMING AGENT OR ITS DESIGNEE AS SECURED
PARTY AND SUCH BORROWER, AS DEBTOR, OR ANY AMENDMENTS TO ANY FINANCING
STATEMENTS, COVERING ANY SUCH COMMERCIAL TORT CLAIM AS COLLATERAL. IN ADDITION,
EACH BORROWER SHALL PROMPTLY UPON AGENT'S REQUEST, EXECUTE AND DELIVER, OR CAUSE
TO BE EXECUTED AND DELIVERED, TO AGENT SUCH OTHER AGREEMENTS, DOCUMENTS AND
INSTRUMENTS AS AGENT MAY REQUIRE IN ORDER TO PERFECT ITS SECURITY INTEREST IN
SUCH COMMERCIAL TORT CLAIM.
(H)
BORROWERS DO NOT HAVE ANY GOODS, DOCUMENTS OF TITLE OR
OTHER COLLATERAL IN THE CUSTODY, CONTROL OR POSSESSION OF A THIRD PARTY AS OF
THE DATE HEREOF, EXCEPT AS SET FORTH IN THE INFORMATION CERTIFICATE AND EXCEPT
FOR GOODS LOCATED IN THE UNITED STATES IN TRANSIT TO A LOCATION OF A BORROWER
PERMITTED HEREIN IN THE ORDINARY COURSE OF BUSINESS OF SUCH BORROWER IN THE
POSSESSION OF THE CARRIER TRANSPORTING SUCH GOODS.
IN THE EVENT THAT ANY GOODS,
DOCUMENTS OF TITLE OR OTHER COLLATERAL 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, BORROWERS SHALL PROMPTLY NOTIFY AGENT
THEREOF IN WRITING.
PROMPTLY UPON AGENT'S REQUEST, BORROWERS SHALL USE
COMMERCIALLY REASONABLE EFFORTS TO DELIVER TO AGENT A COLLATERAL ACCESS
AGREEMENT DULY AUTHORIZED, EXECUTED AND DELIVERED BY SUCH PERSON AND BORROWERS
AS OWNER OF SUCH COLLATERAL.
(I)
BORROWERS SHALL TAKE ANY OTHER ACTIONS REASONABLY
REQUESTED BY AGENT FROM TIME TO TIME TO CAUSE THE ATTACHMENT, PERFECTION AND
(SUBJECT TO LIENS PERMITTED HEREUNDER) FIRST PRIORITY OF, AND THE ABILITY OF
AGENT TO ENFORCE, THE SECURITY INTEREST OF AGENT 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
SIGNATURE THEREON IS REQUIRED THEREFOR, (II) COMPLYING WITH ANY PROVISION OF ANY
STATUTE, REGULATION OR TREATY AS TO ANY