WHICH THE COLLATERAL
RELATES. EACH BORROWER AGREES TO FURNISH ANY SUCH INFORMATION TO THE
ADMINISTRATIVE AGENT PROMPTLY UPON REQUEST.
44
EACH BORROWER ALSO RATIFIES ITS AUTHORIZATION FOR THE ADMINISTRATIVE AGENT TO
HAVE FILED IN ANY UNIFORM COMMERCIAL CODE JURISDICTION ANY INITIAL FINANCING
STATEMENTS OR AMENDMENTS THERETO IF FILED PRIOR TO THE CLOSING DATE.
(C)
NOTWITHSTANDING SUBSECTIONS (A) AND (B) OF THIS SECTION 10.2, OR
ANY FAILURE ON THE PART OF ANY BORROWER OR THE ADMINISTRATIVE AGENT TO TAKE ANY
OF THE ACTIONS SET FORTH IN SUCH SUBSECTIONS, THE LIENS AND SECURITY INTERESTS
GRANTED HEREIN SHALL BE DEEMED VALID, ENFORCEABLE AND PERFECTED BY ENTRY OF THE
ORDERS. NO FINANCING STATEMENT, NOTICE OF LIEN, MORTGAGE, DEED OF TRUST OR
SIMILAR INSTRUMENT IN ANY JURISDICTION OR FILING OFFICE NEED BE FILED OR ANY
OTHER ACTION TAKEN IN ORDER TO VALIDATE AND PERFECT THE LIENS AND SECURITY
INTERESTS GRANTED BY OR PURSUANT TO THIS AGREEMENT OR THE ORDERS.
10.3
Rights of Lenders; Limitations on Lenders' Obligations.
(A)
SUBJECT TO EACH BORROWER'S RIGHTS AND DUTIES UNDER THE BANKRUPTCY
CODE (INCLUDING SECTION 365 OF THE BANKRUPTCY CODE), IT IS EXPRESSLY AGREED BY
EACH BORROWER THAT, ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, EACH SUCH
BORROWER SHALL REMAIN LIABLE UNDER EACH OF ITS CONTRACTS AND EACH OF ITS
LICENSES TO OBSERVE AND PERFORM ALL THE CONDITIONS AND OBLIGATIONS TO BE
OBSERVED AND PERFORMED BY IT THEREUNDER, UNLESS SUCH BORROWER DETERMINES IN ITS
REASONABLE GOOD FAITH JUDGMENT THAT SUCH CONTRACT OR LICENSE IS NO LONGER
VALUABLE TO SUCH BORROWER'S BUSINESS, ECONOMICALLY OR OTHERWISE. NEITHER THE
ADMINISTRATIVE AGENT NOR ANY LENDER SHALL HAVE ANY OBLIGATION OR LIABILITY UNDER
ANY CONTRACT OR LICENSE BY REASON OF OR ARISING OUT OF THIS AGREEMENT OR THE
GRANTING HEREIN OF A LIEN THEREON OR THE RECEIPT BY ADMINISTRATIVE AGENT OR ANY
LENDER OF ANY PAYMENT RELATING TO ANY CONTRACT OR LICENSE PURSUANT HERETO.
NEITHER ADMINISTRATIVE AGENT NOR ANY LENDER SHALL BE REQUIRED OR OBLIGATED IN
ANY MANNER TO PERFORM OR FULFILL ANY OF THE OBLIGATIONS OF ANY BORROWER UNDER OR
PURSUANT TO ANY CONTRACT OR LICENSE, OR TO MAKE ANY PAYMENT, OR TO MAKE ANY
INQUIRY AS TO THE NATURE OR THE SUFFICIENCY OF ANY PAYMENT RECEIVED BY IT OR THE
SUFFICIENCY OF ANY PERFORMANCE BY ANY PARTY UNDER ANY CONTRACT OR LICENSE, OR TO
PRESENT OR FILE ANY CLAIMS, OR TO TAKE ANY ACTION TO COLLECT OR ENFORCE ANY
PERFORMANCE OR THE PAYMENT OF ANY AMOUNTS WHICH MAY HAVE BEEN ASSIGNED TO IT OR
TO WHICH IT MAY BE ENTITLED AT ANY TIME OR TIMES.
(B)
SUBJECT TO SECTION 10.5 HEREOF, THE ADMINISTRATIVE AGENT
AUTHORIZES EACH BORROWER TO COLLECT ITS ACCOUNTS, PROVIDED THAT SUCH COLLECTION
IS PERFORMED IN ACCORDANCE WITH SUCH BORROWER'S CUSTOMARY PROCEDURES, AND THE
ADMINISTRATIVE AGENT MAY, UPON THE OCCURRENCE AND DURING THE CONTINUATION OF ANY
EVENT OF DEFAULT AND WITHOUT NOTICE, OTHER THAN ANY REQUIREMENT OF NOTICE
PROVIDED IN THE ORDERS, LIMIT OR TERMINATE SAID AUTHORITY AT ANY TIME.
(C)
SUBJECT TO ANY REQUIREMENT OF NOTICE PROVIDED IN THE