ALL ACTION THAT THE TERM COLLATERAL
AGENT MAY REQUEST AS A MATTER OF NONBANKRUPTCY LAW TO PERFECT AND PROTECT THE
TERM COLLATERAL AGENT'S COLLATERAL INTEREST IN THE COLLATERAL AND FOR SUCH
COLLATERAL INTEREST TO OBTAIN THE PRIORITY THEREFOR CONTEMPLATED HEREBY,
INCLUDING, WITHOUT LIMITATION, EXECUTING AND DELIVERING SUCH DOCUMENTS AND
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INSTRUMENTS, FINANCING STATEMENTS, OBTAINING SUCH NOTICES AND ASSENTS OF THIRD
PARTIES, OBTAINING GOVERNMENTAL APPROVALS AND PROVIDING SUCH OTHER INSTRUMENTS
AND DOCUMENTS IN RECORDABLE FORM AS THE TERM COLLATERAL AGENT MAY REQUEST.
OBLIGORS IRREVOCABLY AND UNCONDITIONALLY AUTHORIZE THE TERM COLLATERAL AGENT TO
FILE AT ANY TIME AND FROM TIME TO TIME SUCH FINANCING STATEMENTS WITH RESPECT TO
THE COLLATERAL NAMING THE TERM COLLATERAL AGENT OR ITS DESIGNEE AS THE SECURED
PARTY AND OBLIGORS AS DEBTORS, AS TERM COLLATERAL AGENT MAY REQUIRE, TOGETHER
WITH ANY AMENDMENT AND CONTINUATIONS WITH RESPECT THERETO, THAT (A) INDICATE THE
COLLATERAL (I) AS "ALL ASSETS OF SUCH OBLIGOR" OR WORDS OF SIMILAR EFFECT,
REGARDLESS OF WHETHER ANY PARTICULAR ASSET COMPRISED IN THE COLLATERAL FALLS
WITHIN THE SCOPE OF ARTICLE 9 OF THE UNIFORM COMMERCIAL CODE OF THE STATE OF NEW
YORK OR SUCH JURISDICTION, OR (II) AS BEING OF AN EQUAL OR LESSER SCOPE OR WITH
GREATER DETAIL, AND (B) PROVIDE ANY OTHER INFORMATION REQUIRED BY PART 5 OF
ARTICLE 9 OF THE UNIFORM COMMERCIAL CODE OF ANY JURISDICTION FOR THE SUFFICIENCY
OR FILING OFFICE ACCEPTANCE OF ANY FINANCING STATEMENT OR AMENDMENT, INCLUDING
(I) WHETHER SUCH OBLIGOR IS AN ORGANIZATION, THE TYPE OF ORGANIZATION AND ANY
ORGANIZATION IDENTIFICATION NUMBER ISSUED TO SUCH OBLIGOR AND, (II) IN THE CASE
OF A FINANCING STATEMENT FILED AS A FIXTURE FILING, IF ANY, A SUFFICIENT
DESCRIPTION OF REAL PROPERTY TO WHICH THE COLLATERAL RELATES.
SUCH OBLIGOR
AGREES TO FURNISH ANY SUCH INFORMATION TO THE TERM COLLATERAL AGENT PROMPTLY
UPON THE TERM AGENT'S REQUEST.
OBLIGORS HEREBY AUTHORIZE TERM COLLATERAL AGENT
TO ADOPT ON BEHALF OF OBLIGORS ANY SYMBOL REQUIRED FOR AUTHENTICATING ANY
ELECTRONIC FILING.
IN NO EVENT SHALL OBLIGORS 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 TERM COLLATERAL AGENT OR ITS DESIGNEE AS SECURED PARTY AND
OBLIGORS AS DEBTORS.
(B)
NO OBLIGOR HAS ANY CHATTEL PAPER (WHETHER TANGIBLE OR ELECTRONIC) OR
INSTRUMENTS AS OF THE DATE HEREOF.
IN THE EVENT THAT ANY OBLIGOR SHALL BE
ENTITLED TO OR SHALL RECEIVE ANY CHATTEL PAPER OR INSTRUMENT AFTER THE DATE
HEREOF, SUCH OBLIGOR OR THE LEAD OBLIGOR SHALL PROMPTLY NOTIFY TERM COLLATERAL
AGENT THEREOF IN WRITING.
PROMPTLY UPON THE RECEIPT THEREOF BY OR ON BEHALF OF
SUCH OBLIGOR (INCLUDING BY ANY AGENT OR REPRESENTATIVE), SUCH OBLIGOR OR THE
LEAD BORROWER SHALL DELIVER, OR CAUSE TO BE DELIVERED TO TERM COLLATERAL AGENT,
ALL TANGIBLE CHATTEL PAPER AND INSTRUMENTS THAT SUCH OBLIGOR OR MAY AT ANY TIME
ACQUIRE, ACCOMPANIED BY SUCH INSTRUMENTS OF TRANSFER OR ASSIGNMENT DULY EXECUTED
IN BLANK AS TERM COLLATERAL AGENT MAY FROM TIME TO TIME SPECIFY, IN