Common use of Control of and Access to Collateral Clause in Contracts

Control of and Access to Collateral. (A) Prior to any Lease being included in the Borrowing Base calculation, each originally executed Lease included in the Collateral shall be marked "Original" and legended in form satisfactory to the Secured Party to indicate that it is the only original of the Lease held by any Debtor; provided, however, that a Debtor may provide its Lessee with a duplicate original, which shall be sufficiently legended so as to indicate that the Debtor holds the true "Original." All other copies shall be marked "copy." The Secured Party may at any time and in its sole discretion request possession any or all original Leases; from and after such request, any Leases subject to such request shall not be included in the Borrowing Base unless and until such original Leases are delivered by the Debtors to the Secured Party together with a list of the invoices for the equipment being leased (which list shall include the invoice number, invoice date, vendor identity, description of equipment, amount of invoice and the number and date of the check whereby the invoice was paid by the applicable Debtor). Further, if Secured Party shall so request in connection with its periodic reviews of the Collateral and the Borrowing Base (or at any time after the occurrence of an Event of Default), the Debtors shall make available to Lender the original paid invoices with respect to all equipment related to Leases, regardless of whether such Leases were made pursuant to Asset Management Contracts.

Control of and Access to Collateral. (A) Prior to any Lease being included in the Borrowing Base calculation, each originally executed Lease included in the Collateral shall be marked "Original" and legended in form satisfactory to the Secured Party to indicate that it is the only original of the Lease held by any Debtor; provided, however, that a Debtor may provide its Lessee with a duplicate original, which shall be sufficiently legended so as to indicate that the Debtor holds the true "Original." All other copies shall be marked "copy." The Secured Party may at any time and in its sole discretion request possession any or all original Leases; from and after such request, any Leases subject to such request shall not be included in the Borrowing Base unless and until such original Leases are delivered by the Debtors to the Secured Party together with a list of the invoices for the equipment being leased (which list shall include the invoice number, invoice date, vendor identity, description of equipment, amount of invoice and the number and date of the check whereby the invoice was paid by the applicable Debtor). Further, if Secured Party shall so request in connection with its periodic reviews of the Collateral and the Borrowing Base (or at any time after the occurrence of an Event of Default), the Debtors shall make available to Lender the original paid invoices with respect to all equipment related to Leases, regardless of whether such Leases were made pursuant to Asset Management Contracts. (B) Upon the occurrence of an Event of Default, the Secured Party shall have the right at any time to take possession of the Collateral or any part thereof. Notwithstanding any such taking of possession, the Collateral shall remain at all times at the applicable Debtor's sole risk, and to the full extent permitted by law the Secured Party shall not be responsible for any loss, damage or diminution in the value thereof. All costs of transportation, packaging, custody, processing, storage, and insurance of any unit or item of Collateral which may be incurred by the Secured Party shall be promptly repaid to the Secured Party by the Debtors together with interest thereon at the Prevailing Interest Rate, and such Debtor's liability to the Secured Party for such repayment with interest shall be included in the Liabilities. (C) If any item or unit of Collateral is now or hereafter the subject of a certificate of title or is required by law so to be, the Debtors will promptly procure the necessary certificate of title and take all steps necessary to cause the Secured Party's lien or security interest therein to be noted on the face of such certificate and undertake such other steps as may be necessary to assure that the Secured Party has a first priority, perfected security interest in each such item or unit of Collateral, and shall thereafter deposit the original of such certificate of title with the Secured Party. (D) The Debtors shall immediately notify the Secured Party of any event causing any deterioration, loss or depreciation in value of any substantial portion of the Collateral and the Debtors' best estimate of the amount of such deterioration, loss or depreciation. (E) The Debtors shall afford the Secured Party's agents access to the Collateral from time to time upon request for purposes of examination, inspection and appraisal thereof and to verify the Debtors' books and records pertaining thereto. After an Event of Default and upon the Secured Party's demand therefor, the Debtors shall assemble the Collateral and make it available to the Secured Party at such place reasonably convenient to both parties as the Secured Party may designate, and the Secured Party's rights to such assemblage shall be enforceable by injunction. If an Event of Default shall not exist, the Secured Party shall furnish written prior notice to the Debtors reasonably in advance of any intended examination, inspection, appraisal and verification and such activity shall commence during the Debtor's normal business hours. (F) From and after the occurrence of an Event of Default hereunder, the Debtors shall pay to the Secured Party on demand any and all expenses of conducting any and all periodic examinations or reviews or causing any periodic examinations or reviews of Collateral determined to be appropriate by the Secured Party (including but not limited to reasonable attorneys' fees and legal expenses) which may be incurred by the Secured Party, with interest at the Prevailing Interest Rate. (G) Upon an Event of Default, the Secured Party is hereby granted a license or other right to use, without charge, Debtors' labels, intellectual property, or use of any name, trade secrets, tradenames, trademarks and advertising matter, or any property of a similar nature, as it pertains to the Collateral, in advertising for sale and selling any Collateral, and Debtors' rights under all licenses and all franchise agreements shall inure to the Secured Party's benefit.