(AND ANY
AMENDMENTS WITH RESPECT TO SUCH FINANCING STATEMENTS) FILED BY OR ON BEHALF OF
LENDER PRIOR TO THE DATE HEREOF AND RATIFIES AND CONFIRMS THE AUTHORIZATION OF
LENDER TO FILE SUCH FINANCING STATEMENTS (AND AMENDMENTS, IF ANY).
EACH
BORROWER AND GUARANTOR HEREBY AUTHORIZES LENDER 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 LENDER 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.
UNTIL SUCH TIME AS THE CREDIT FACILITY SHALL HAVE BEEN TERMINATED
AND ALL OF THE OBLIGATIONS HAVE BEEN PAID IN FULL IN ACCORDANCE WITH
SECTION 12.1(A) HEREOF, 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 LENDER 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 DATE HEREOF, 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 DATE HEREOF, BORROWERS AND GUARANTORS SHALL PROMPTLY NOTIFY LENDER
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 LENDER, 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 LENDER MAY FROM TIME TO TIME SPECIFY, IN EACH CASE EXCEPT
45
AS LENDER MAY OTHERWISE AGREE.
AT LENDER'S OPTION, EACH BORROWER AND GUARANTOR
SHALL, OR LENDER 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 LENDER WITH THE FOLLOWING LEGEND REFERRING TO
CHATTEL PAPER OR INSTRUMENTS AS APPLICABLE: "THIS CHATTEL PAPER]INSTRUMENT] IS
SUBJECT TO THE SECURITY INTEREST OF WACHOVIA BANK, NATIONAL ASSOCIATION 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 BORROWER OR GUARANTOR SHALL AT ANY TIME