ALL THE COLLATERAL IS FREE AND CLEAR OF ANY LIEN, (C) THE
DEBTORS WILL DEFEND THE COLLATERAL AGAINST ALL CLAIMS AND DEMANDS OF ALL PERSONS
AT ANY TIME CLAIMING THE SAME OR ANY INTEREST THEREIN, (D) EACH ACCOUNT IS
GENUINE AND ENFORCEABLE IN ACCORDANCE WITH ITS TERMS AND THE DEBTORS WILL DEFEND
THE SAME AGAINST ALL CLAIMS, DEMANDS, RECOUPMENT, SETOFFS, AND COUNTERCLAIMS AT
ANY TIME ASSERTED, (E) AT THE TIME ANY ACCOUNT BECOMES SUBJECT TO THIS
AGREEMENT, EACH SUCH ACCOUNT WILL BE A GOOD AND VALID ACCOUNT REPRESENTING A
BONA FIDE SALE OF GOODS OR SERVICES BY THE DEBTORS AND SUCH GOODS WILL HAVE BEEN
SHIPPED TO THE RESPECTIVE ACCOUNT DEBTORS OR THE SERVICES WILL HAVE BEEN
PERFORMED FOR THE RESPECTIVE ACCOUNT DEBTORS (OR FOR THOSE ON BEHALF OF WHOM THE
ACCOUNT DEBTORS ARE OBLIGATED ON THE ACCOUNTS), AND NO SUCH ACCOUNT WILL AT SUCH
TIME BE SUBJECT TO ANY CLAIM FOR CREDIT, ALLOWANCE, SETOFF, RECOUPMENT, DEFENSE,
COUNTERCLAIM OR ADJUSTMENT BY ANY ACCOUNT DEBTOR OR OTHERWISE, (F) THE EXACT
LEGAL NAME OF EACH DEBTOR IS AS SET FORTH ON THE
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SIGNATURE PAGE HERETO, AND (G) THE STATE OF INCORPORATION, FORMATION OR
ORGANIZATION AS APPLICABLE, OF EACH DEBTOR IS AS SET FORTH ON SCHEDULE A HERETO.
122. EACH DEBTOR WILL FAITHFULLY PRESERVE AND PROTECT THE ADMINISTRATIVE AGENT'S
SECURITY INTEREST IN THE COLLATERAL AS A PRIOR PERFECTED SECURITY INTEREST UNDER
THE CODE, SUPERIOR AND PRIOR TO THE RIGHTS OF ALL THIRD PERSONS, EXCEPT FOR
HOLDERS OF PERMITTED LIENS, AND WILL DO ALL SUCH OTHER ACTS AND THINGS AND WILL,
UPON REQUEST THEREFOR BY THE ADMINISTRATIVE AGENT, EXECUTE, DELIVER, FILE AND
RECORD, AND EACH DEBTOR HEREBY AUTHORIZES THE ADMINISTRATIVE AGENT TO SO FILE,
ALL SUCH OTHER DOCUMENTS AND INSTRUMENTS, INCLUDING, WITHOUT LIMITATION,
FINANCING STATEMENTS, SECURITY AGREEMENTS, ASSIGNMENTS AND DOCUMENTS AND POWERS
OF ATTORNEY WITH RESPECT TO THE COLLATERAL, AND PAY ALL FILING FEES AND TAXES
RELATED THERETO, AS THE ADMINISTRATIVE AGENT IN ITS REASONABLE DISCRETION MAY
DEEM NECESSARY OR ADVISABLE FROM TIME TO TIME IN ORDER TO ATTACH, CONTINUE,
PRESERVE, PERFECT, AND PROTECT SAID SECURITY INTEREST (INCLUDING THE FILING AT
ANY TIME OR TIMES AFTER THE DATE HEREOF OF FINANCING STATEMENTS UNDER, AND IN
THE LOCATIONS ADVISABLE PURSUANT TO, THE CODE); AND, EACH DEBTOR HEREBY
IRREVOCABLY APPOINTS THE ADMINISTRATIVE AGENT, ITS OFFICERS, EMPLOYEES AND
AGENTS, OR ANY OF THEM, AS ATTORNEYS-IN-FACT FOR EACH DEBTOR TO EXECUTE,
DELIVER, FILE AND RECORD SUCH ITEMS FOR SUCH DEBTOR AND IN THE DEBTOR'S NAME,
PLACE AND STEAD TO PRESERVE, CONTINUE, PERFECT AND PROTECT SAID SECURITY
INTEREST. THIS POWER OF ATTORNEY, BEING COUPLED WITH AN INTEREST, SHALL BE
IRREVOCABLE FOR THE LIFE OF THIS AGREEMENT.
123. EACH DEBTOR COVENANTS AND AGREES THAT:
123.1 it will defend the Administrative Agent's and the Lenders' right, title
and lien on and security interest in and to the Collateral and the Proceeds
thereof against the claims and demands of all Persons whomsoever, other than any
Person claiming a right in the Collateral pursuant to an agreement between such
Person and