ADMINISTRATIVE
AGENT MAY DETERMINE, TOGETHER WITH ANY AMENDMENT AND CONTINUATIONS WITH RESPECT
THERETO, WHICH AUTHORIZATION SHALL APPLY TO ALL FINANCING STATEMENTS FILED ON,
PRIOR TO OR AFTER THE EFFECTIVE DATE.
EACH BORROWER AND GUARANTOR HEREBY
RATIFIES AND APPROVES ALL FINANCING STATEMENTS NAMING ADMINISTRATIVE AGENT OR
ITS DESIGNEE AS SECURED PARTY AND SUCH BORROWER OR GUARANTOR, AS THE CASE MAY
BE, AS DEBTOR WITH RESPECT TO THE COLLATERAL (AND ANY AMENDMENTS WITH RESPECT TO
SUCH FINANCING STATEMENTS) FILED BY OR ON BEHALF OF ADMINISTRATIVE AGENT PRIOR
TO THE EFFECTIVE DATE AND RATIFIES AND CONFIRMS THE AUTHORIZATION OF
ADMINISTRATIVE AGENT TO FILE SUCH FINANCING STATEMENTS (AND AMENDMENTS, IF
ANY).
EACH BORROWER AND GUARANTOR HEREBY AUTHORIZES ADMINISTRATIVE AGENT TO
ADOPT ON BEHALF OF SUCH BORROWER AND GUARANTOR ANY SYMBOL REQUIRED FOR
AUTHENTICATING ANY ELECTRONIC FILING.
IN THE EVENT THAT THE DESCRIPTION OF THE
COLLATERAL IN ANY FINANCING STATEMENT NAMING ADMINISTRATIVE AGENT OR ITS
DESIGNEE AS THE SECURED PARTY AND ANY BORROWER OR GUARANTOR AS DEBTOR INCLUDES
ASSETS AND PROPERTIES OF SUCH BORROWER OR GUARANTOR THAT DO NOT AT ANY TIME
CONSTITUTE COLLATERAL, WHETHER HEREUNDER, UNDER ANY OF THE OTHER FINANCING
AGREEMENTS OR OTHERWISE, THE FILING OF SUCH FINANCING STATEMENT SHALL
NONETHELESS BE DEEMED AUTHORIZED BY SUCH BORROWER OR GUARANTOR TO THE EXTENT OF
THE COLLATERAL INCLUDED IN SUCH DESCRIPTION AND IT SHALL NOT RENDER THE
FINANCING STATEMENT INEFFECTIVE AS TO ANY OF THE COLLATERAL OR OTHERWISE AFFECT
THE FINANCING STATEMENT AS IT APPLIES TO ANY OF THE COLLATERAL.
IN NO EVENT
SHALL ANY BORROWER OR GUARANTOR AT ANY TIME FILE, OR PERMIT OR CAUSE TO BE
FILED, ANY CORRECTION STATEMENT OR TERMINATION STATEMENT WITH RESPECT TO ANY
FINANCING STATEMENT (OR AMENDMENT OR CONTINUATION WITH RESPECT THERETO) NAMING
ADMINISTRATIVE AGENT OR ITS DESIGNEE AS SECURED PARTY AND SUCH BORROWER OR
GUARANTOR AS DEBTOR.
(B)
EACH BORROWER AND GUARANTOR DOES NOT HAVE ANY CHATTEL PAPER (WHETHER
TANGIBLE OR ELECTRONIC) OR INSTRUMENTS AS OF THE EFFECTIVE DATE, EXCEPT AS SET
FORTH IN THE INFORMATION CERTIFICATE.
IN THE EVENT THAT ANY BORROWER OR
GUARANTOR SHALL BE ENTITLED TO OR SHALL RECEIVE ANY CHATTEL PAPER OR INSTRUMENT
AFTER THE EFFECTIVE DATE, BORROWERS AND GUARANTORS SHALL PROMPTLY NOTIFY
ADMINISTRATIVE AGENT THEREOF IN WRITING.
PROMPTLY UPON THE RECEIPT THEREOF BY
OR ON BEHALF OF ANY BORROWER OR GUARANTOR (INCLUDING BY ANY AGENT OR
REPRESENTATIVE), SUCH BORROWER OR GUARANTOR SHALL DELIVER, OR CAUSE TO BE
DELIVERED TO ADMINISTRATIVE AGENT, ALL TANGIBLE CHATTEL PAPER AND INSTRUMENTS
THAT SUCH BORROWER OR GUARANTOR HAS OR MAY AT ANY TIME ACQUIRE, ACCOMPANIED BY
SUCH INSTRUMENTS OF TRANSFER OR ASSIGNMENT DULY EXECUTED IN BLANK AS
ADMINISTRATIVE AGENT MAY FROM TIME TO TIME SPECIFY, IN EACH CASE EXCEPT AS
ADMINISTRATIVE AGENT MAY OTHERWISE AGREE.
AT ADMINISTRATIVE AGENT'S OPTION,
EACH BORROWER AND GUARANTOR SHALL, OR ADMINISTRATIVE AGENT MAY AT ANY TIME ON
BEHALF OF ANY BORROWER OR GUARANTOR, CAUSE THE ORIGINAL OF ANY SUCH INSTRUMENT
OR CHATTEL PAPER TO BE CONSPICUOUSLY MARKED IN A FORM AND MANNER ACCEPTABLE TO
ADMINISTRATIVE AGENT WITH THE FOLLOWING LEGEND REFERRING TO CHATTEL