AS AGENT MAY REQUIRE IN CONNECTION WITH SUCH COMMERCIAL TORT CLAIM.
(I)
NO BORROWER OR GUARANTOR HAS 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 SUCH BORROWER'S OR GUARANTOR'S
INFORMATION CERTIFICATE AND EXCEPT FOR GOODS LOCATED IN THE UNITED STATES 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
ANY CARRIER TRANSPORTING SUCH GOODS. IN THE EVENT THAT ANY GOODS, DOCUMENTS OF
TITLE OR OTHER COLLATERAL WITH
60
a fair market value in excess of $100,000 are at any time after the date hereof
in the custody, control or possession of any other person not referred to in a
Borrower's or Guarantor's Information Certificate or such carriers, such
Borrower or Guarantor shall promptly notify Agent thereof in writing. Promptly
upon Agent's request, such Borrower or Guarantor shall deliver to Agent a
Collateral Access Agreement duly authorized, executed and delivered by such
person and such Borrower or Guarantor.
(J)
EACH BORROWER AND GUARANTOR SHALL TAKE ANY OTHER ACTIONS
REASONABLY REQUESTED BY AGENT FROM TIME TO TIME TO CAUSE THE ATTACHMENT,
PERFECTION AND 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 SUCH BORROWER'S OR GUARANTOR'S SIGNATURE
THEREON IS REQUIRED THEREFOR, (II) UPON AGENT'S REQUEST AFTER THE OCCURRENCE AND
DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, CAUSING AGENT'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 AGENT TO
ENFORCE, THE SECURITY INTEREST OF AGENT IN SUCH COLLATERAL, (III) COMPLYING WITH
ANY PROVISION OF ANY STATUTE, REGULATION OR TREATY OF THE UNITED STATES AS TO
ANY COLLATERAL IF COMPLIANCE WITH SUCH PROVISION IS A CONDITION TO ATTACHMENT,
PERFECTION OR PRIORITY OF, OR ABILITY OF AGENT TO ENFORCE, THE SECURITY INTEREST
OF AGENT IN SUCH COLLATERAL, (IV) OBTAINING THE CONSENTS AND APPROVALS REQUIRED
BY 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 OTHER LAW, AS APPLICABLE IN ANY RELEVANT
JURISDICTION.
6.
COLLECTION AND ADMINISTRATION
6.1
BORROWERS' LOAN ACCOUNTS.
AGENT SHALL MAINTAIN ONE OR MORE LOAN
ACCOUNTS ON ITS BOOKS IN WHICH SHALL BE RECORDED (A) THE EXISTING TERM LOAN, ALL
REVOLVING LOANS, ALL LETTER OF CREDIT ACCOMMODATIONS, ALL OTHER OBLIGATIONS AND
THE COLLATERAL, (B) ALL PAYMENTS MADE BY OR ON BEHALF OF BORROWERS AND (C) ALL
OTHER APPROPRIATE DEBITS AND CREDITS AS PROVIDED IN THIS AGREEMENT, INCLUDING
FEES, CHARGES, COSTS, EXPENSES AND INTEREST. ALL ENTRIES IN THE LOAN ACCOUNTS
SHALL