UNDER SUCH CARE, CUSTODY, STORAGE, OR ENTRUSTMENT.
4.7
TITLE TO COLLATERAL.
> (A)
THE BORROWERS ARE, AND SHALL HEREAFTER REMAIN, THE OWNERS OF THE
> COLLATERAL FREE AND CLEAR OF ALL ENCUMBRANCES OTHER THAN ENCUMBRANCES LISTED
> ON EXHIBIT 4.7(A) AND OTHER PERMITTED ENCUMBRANCES.
>
> (I)
THE BORROWERS DO NOT AND SHALL NOT HAVE POSSESSION OF ANY
> INVENTORY ON CONSIGNMENT TO THE BORROWERS OTHER THAN AS LISTED ON EXHIBIT
> 4.7(A)(I) HEREOF OR AS MAY BE SUBSEQUENTLY DISCLOSED TO THE AGENT DURING A
> SUBSEQUENT COMMERCIAL FINANCE AUDIT OR OTHERWISE.
>
>
> (B)
FROM AND AFTER THE OCCURRENCE OF A COVENANT ACTIVATION PERIOD, THE
> BORROWERS SHALL NOT ACQUIRE OR OBTAIN THE RIGHT TO USE ANY EQUIPMENT, THE
> ACQUISITION OR RIGHT TO USE OF WHICH EQUIPMENT IS OTHERWISE PERMITTED BY THIS
> AGREEMENT, IN WHICH EQUIPMENT ANY THIRD PARTY HAS AN INTEREST, EXCEPT FOR:
(I)
EQUIPMENT WHICH IS MERELY INCIDENTAL TO THE CONDUCT OF THE
BORROWERS' BUSINESS OR IS IN REPLACEMENT OF WORN-OUT OR OBSOLETE EQUIPMENT OR
EQUIPMENT WHICH IS DAMAGED BEYOND REPAIR, THE REPLACEMENT OF WHICH IS NECESSARY
TO PRESERVE OR IMPROVE THE OPERATING EFFICIENCY OF THE BORROWER.
(II)
EQUIPMENT, THE ACQUISITION OR RIGHT TO USE OF WHICH HAS BEEN
CONSENTED TO BY THE AGENT, WHICH CONSENT MAY BE CONDITIONED UPON THE AGENT'S
RECEIPT OF SUCH AGREEMENT WITH THE THIRD PARTY WHICH HAS AN INTEREST IN SUCH
EQUIPMENT AS IS SATISFACTORY TO THE AGENT.
(III)
EQUIPMENT FINANCED ENTIRELY THROUGH A PURCHASE MONEY SECURITY
INTEREST OR CAPITAL LEASE.
> (C)
THE BORROWERS DO NOT HAVE ANY COLLATERAL IN THE CUSTODY, CONTROL, OR
> POSSESSION OF A THIRD PARTY, EXCEPT AS SET FORTH IN EXHIBIT 4.7(C) AND EXCEPT
> FOR COLLATERAL LOCATED IN THE UNITED STATES IN TRANSIT TO A LOCATION OF THE
> BORROWERS OR ELIGIBLE L/C INVENTORY IN TRANSIT TO THE UNITED STATES AS
> PERMITTED HEREIN OR IN THE ORDINARY COURSE OF BUSINESS OF THE BORROWERS IN THE
> POSSESSION OF THE CARRIER OR CONSOLIDATOR TRANSPORTING SUCH GOODS.
IN THE
> EVENT THAT ANY COLLATERAL IS AT ANY TIME AFTER THE DATE HEREOF IN THE CUSTODY,
> CONTROL OR POSSESSION OF ANY OTHER PERSON NOT REFERRED TO IN EXHIBIT 4.7(C) OR
> SUCH CARRIERS OR CONSOLIDATORS, BORROWER SHALL PROMPTLY NOTIFY THE AGENT
> THEREOF IN WRITING.
PROMPTLY UPON AGENT'S REQUEST, THE BORROWER SHALL DELIVER
> TO THE AGENT A COLLATERAL ACCESS AGREEMENT, IN FORM AND SUBSTANCE ACCEPTABLE
> TO THE AGENT IN ITS SOLE DISCRETION, DULY AUTHORIZED, EXECUTED AND DELIVERED
> BY SUCH PERSON AND BORROWERS.
>
>
> (D)
EXHIBIT 4.7(D) IS A SCHEDULE OF ALL CONSOLIDATORS AND CUSTOMS BROKERS
> EMPLOYED BY THE BORROWERS FOR THE TRANSPORT OF GOODS IN THE ORDINARY COURSE OF
> THE BUSINESS OF THE BORROWERS.
THE BORROWERS SHALL NOT EMPLOY ANY OTHER
> CUSTOMS BROKERS UNLESS (I) THE BORROWERS HAVE PROVIDED THE COLLATERAL AGENT
> WITH TWENTY (20) DAYS PRIOR NOTICE THEREOF AND (II) SUCH
CUSTOMS BROKER HAS
> EXECUTED AND DELIVERED TO THE AGENT A CUSTOMS