TO OBTAIN THE PRIORITY THEREFORE CONTEMPLATED HEREBY, INCLUDING,
WITHOUT LIMITATION, EXECUTING AND DELIVERING SUCH DOCUMENTS AND 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 COLLATERAL AGENT MAY REQUEST.
OBLIGORS
IRREVOCABLY AND UNCONDITIONALLY AUTHORIZE THE COLLATERAL AGENT TO FILE AT ANY
TIME AND FROM TIME TO TIME SUCH FINANCING STATEMENTS WITH RESPECT TO THE
COLLATERAL NAMING THE COLLATERAL AGENT OR ITS DESIGNEE AS THE SECURED PARTY AND
OBLIGORS AS DEBTORS, AS 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 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.
100
(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 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