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 COLLATERAL AGENT PROMPTLY UPON THE
AGENT'S REQUEST.
OBLIGORS HEREBY AUTHORIZE 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 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 COLLATERAL AGENT
THEREOF IN WRITING.
PROMPTLY UPON THE RECEIPT THEREOF BY OR
98
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
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 COLLATERAL AGENT MAY FROM TIME TO TIME
SPECIFY, IN EACH CASE EXCEPT AS COLLATERAL AGENT MAY OTHERWISE AGREE.
AT
COLLATERAL AGENT'S OPTION, SUCH OBLIGOR OR THE LEAD BORROWER SHALL, OR
COLLATERAL AGENT MAY AT ANY TIME ON BEHALF OF SUCH OBLIGOR, CAUSE THE ORIGINAL
OF ANY SUCH INSTRUMENT OR CHATTEL PAPER TO BE CONSPICUOUSLY MARKED IN A FORM AND
MANNER ACCEPTABLE TO COLLATERAL AGENT WITH THE FOLLOWING LEGEND REFERRING TO
CHATTEL PAPER OR INSTRUMENTS AS APPLICABLE: "THIS [CHATTEL PAPER][INSTRUMENT] IS
SUBJECT TO THE SECURITY INTEREST OF [NAME OF COLLATERAL AGENT] AND ANY SALE,
TRANSFER, ASSIGNMENT OR ENCUMBRANCE OF THIS [CHATTEL PAPER][INSTRUMENT] VIOLATES
THE RIGHTS OF SUCH SECURED PARTY."
(C)
IN THE EVENT THAT ANY OBLIGOR SHALL AT ANY TIME HOLD OR ACQUIRE AN INTEREST
IN ANY ELECTRONIC CHATTEL PAPER OR ANY "TRANSFERABLE RECORD" (AS SUCH TERM IS
DEFINED IN SECTION 201 OF THE FEDERAL ELECTRONIC SIGNATURES IN GLOBAL AND
NATIONAL COMMERCE ACT