Common use of Delivery of Additional Documentation Required Clause in Contracts

Delivery of Additional Documentation Required. At any time upon the written request of Lender, Borrower shall execute and deliver to Lender, any and all financing statements (including, without limitation, any amendments thereto and any “in lieu” continuation statements), security agreements, pledges, assignments for security, endorsements of certificates of title, bailee acknowledgments and all other documents (the “Additional Documents”) that Lender may request in its sole discretion, each in form and substance satisfactory to Lender, to perfect and continue perfected or to better perfect Lender’s Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Lender in any real property acquired after the Closing Date in which Borrower has a fee interest, and in order to fully consummate all of the transactions contemplated hereby and under the other Financing Documents. To the maximum extent permitted by applicable law, Borrower authorizes Lender to execute any such Additional Documents in Borrower’s name and authorizes Lender to file such executed Additional Documents in any appropriate filing office. Without limiting the foregoing, Borrower shall (a) give Lender prompt written notice of any Commercial Tort Claim of Borrower not specifically identified herein and any rights of Borrower as a beneficiary under any Letter of Credit. Borrower shall grant to Lender a security interest in any such Commercial Tort Claim or rights of Borrower as a beneficiary under any Letter of Credit and the proceeds thereof, and (b) on such periodic basis as Lender shall require, (i) provide Lender with a report of all new patent applications, copyright registrations or trademark applications acquired or generated by Borrower during the prior period, (ii) cause all patents, copyrights, and trademarks acquired or generated by Borrower that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Borrower’s ownership thereof, (iii) cause to be prepared, executed, and delivered to Lender supplemental schedules to the applicable Financing Documents to identify such patents, copyrights and trademarks as being subject to the security interests created thereunder, and (iv) execute and deliver to Lender at Lender’s request patent, trademark or copyright security agreements with respect to such patents, trademarks or copyrights for filing with the appropriate filing office.

Delivery of Additional Documentation Required. At any time upon the written request of LenderAgent, Borrower shall, and shall cause each of the other Obligors to (and by execution and delivery of the Guaranty or a joinder thereto, each of the Guarantors hereby agrees to), execute and deliver to LenderAgent, any and all financing statements, original financing statements (including, without limitation, any amendments thereto and any “in lieu” lieu of continuation statements), fixture filings, mortgages, security agreements, pledges, assignments for security(including Collateral Assignments of Key Leases and Collateral Assignments of Tower Leases that are entered into by Borrower or any of its Subsidiaries at or following the closing of any Permitted Acquisition), endorsements of certificates of title, bailee acknowledgments and all other documents (the “"Additional Documents”") that Lender Agent may request in its sole discretionPermitted Discretion, each in form and substance satisfactory to LenderAgent, to perfect and continue perfected or to better perfect Lender’s the Agent's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Lender Agent in any real property Real Property acquired after the Closing Date (in which Borrower has a fee interestform substantially similar to the Mortgages executed on or prior to the Closing Date (subject to variations necessary to take into account local law and practice), and in order to fully consummate all of the transactions contemplated hereby and under the other Financing Loan Documents. To the maximum extent permitted by applicable law, Borrower authorizes Lender Agent to execute any such Additional Documents in Borrower’s 's name and authorizes Lender Agent to file such executed Additional Documents in any appropriate filing office. Without limiting the foregoingIn addition, Borrower shall (a) give Lender prompt written notice of any Commercial Tort Claim of Borrower not specifically identified herein and any rights of Borrower as a beneficiary under any Letter of Credit. Borrower shall grant to Lender a security interest in any such Commercial Tort Claim or rights of Borrower as a beneficiary under any Letter of Credit and the proceeds thereof, and (b) on such periodic basis as Lender Agent shall requirerequire (but so long as no Event of Default is continuing, not more frequently than monthly), Borrower shall, and shall cause each of the other Obligors to (and by execution and delivery of the Guaranty or a joinder thereto, each of the Guarantors hereby agrees to), (ia) provide Lender Agent with a report of all new patent applicationspatentable, copyright registrations copyrightable, or trademark applications trademarkable materials acquired or generated by Borrower any of the Obligors during the prior period, (iib) cause all patents, copyrights, and trademarks acquired or generated by Borrower that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Borrower’s the applicable Obligor's ownership thereof, and (iiic) cause to be prepared, executed, and delivered to Lender Agent supplemental schedules to the applicable Financing Loan Documents to identify such patents, copyrights copyrights, and trademarks as being subject to the security interests created thereunder, and (iv) execute and deliver to Lender at Lender’s request patent, trademark or copyright security agreements with respect to such patents, trademarks or copyrights for filing with the appropriate filing office.

Delivery of Additional Documentation Required. At any time upon the written request of LenderAgent, Borrower shall, and shall cause each of the other Obligors to (and by execution and delivery of the Guaranty or a joinder thereto, each of the Guarantors hereby agrees to), execute and deliver to LenderAgent, any and all financing statements, original financing statements (including, without limitation, any amendments thereto and any “in lieu” lieu of continuation statements), fixture filings, mortgages, security agreements, pledges, assignments for security(including Collateral Assignments of Key Leases and Collateral Assignments of Tower Leases that are entered into by Borrower or any of its Subsidiaries at or following the closing of any Permitted Acquisition), endorsements of certificates of title, bailee acknowledgments and all other documents (the “Additional Documents”) that Lender Agent may request in its sole discretionPermitted Discretion, each in form and substance satisfactory to LenderAgent, to perfect and continue perfected or to better perfect Lenderthe Agent’s Liens in the Collateral (including Liens in joint venture interests that are acquired in a Permitted Joint Venture Acquisitions) (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Lender Agent in any real property Real Property acquired after the Closing Date (in which Borrower has a fee interestform substantially similar to the Mortgages executed on or prior to the Closing Date (subject to variations necessary to take into account local law and practice), and in order to fully consummate all of the transactions contemplated hereby and under the other Financing Loan Documents. To the maximum extent permitted by applicable law, Borrower authorizes Lender Agent to execute any such Additional Documents in Borrower’s name and authorizes Lender Agent to file such executed Additional Documents in any appropriate filing office. Without limiting the foregoingIn addition, Borrower shall (a) give Lender prompt written notice of any Commercial Tort Claim of Borrower not specifically identified herein and any rights of Borrower as a beneficiary under any Letter of Credit. Borrower shall grant to Lender a security interest in any such Commercial Tort Claim or rights of Borrower as a beneficiary under any Letter of Credit and the proceeds thereof, and (b) on such periodic basis as Lender Agent shall requirerequire (but so long as no Event of Default is continuing, not more frequently than monthly), Borrower shall, and shall cause each of the other Obligors to (and by execution and delivery of the Guaranty or a joinder thereto, each of the Guarantors hereby agrees to), (ia) provide Lender Agent with a report of all new patent applicationspatentable, copyright registrations copyrightable, or trademark applications trademarkable materials acquired or generated by Borrower any of the Obligors during the prior period, (iib) cause all patents, copyrights, and trademarks acquired or generated by Borrower that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Borrowerthe applicable Obligor’s ownership thereof, and (iiic) cause to be prepared, executed, and delivered to Lender Agent supplemental schedules to the applicable Financing Loan Documents to identify such patents, copyrights copyrights, and trademarks as being subject to the security interests created thereunder, and (iv) execute and deliver to Lender at Lender’s request patent, trademark or copyright security agreements with respect to such patents, trademarks or copyrights for filing with the appropriate filing office.

Delivery of Additional Documentation Required. At any time upon the written request of LenderFoothill, Borrower shall (and shall cause each of the other Obligors (including each new License Sub or Station Sub, whether Restricted Subsidiary or Unrestricted Subsidiary) to, and, by its execution and delivery of the Guaranty or a joinder thereto, each of the Guarantors (including each new License Sub or Station Sub) hereby agrees to) execute and deliver to Lender, any and Foothill all financing statements (includingstatements, without limitationcontinuation financing statements, any amendments thereto and any “in lieu” continuation statements)fixture filings, security agreements, pledges, assignments for securityassignments, collateral assignments, mortgages, leasehold mortgages, deeds of trust, leasehold deeds of trust, endorsements of certificates of title, bailee acknowledgments applications for title, affidavits, reports, notices, schedules of accounts, letters of authority, and all other documents (the “Additional Documents”) that Lender Foothill reasonably may request in its sole discretionrequest, each in form and substance satisfactory to LenderFoothill, to perfect and continue perfected or to better perfect Lender’s Liens Foothill's security interests in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Lender in any real property acquired after the Closing Date in which Borrower has a fee interest, and in order to fully consummate all of the transactions contemplated hereby and under the other Financing Loan Documents. To In this regard and without limiting the maximum extent permitted by applicable law, Borrower authorizes Lender to execute any such Additional Documents in Borrower’s name and authorizes Lender to file such executed Additional Documents in any appropriate filing office. Without limiting generality of the foregoing, Foothill shall have the right to require Borrower shall to: (a) give Lender prompt written notice of any Commercial Tort Claim of Borrower not specifically identified herein obtain phase-I environmental reports and any rights of Borrower as a beneficiary under any Letter of Credit. Borrower shall grant real estate surveys with respect to Lender a security interest the Real Property Collateral from environmental consultants and surveyors and setting forth results, in any such Commercial Tort Claim or rights of Borrower as a beneficiary under any Letter of Credit and the proceeds thereofeach case, and acceptable to Foothill in its sole discretion; (b) on at such periodic basis time or times as Lender shall require, (i) provide Lender with a report of all new patent applications, Borrower or any Guarantor acquires any copyright registrations or trademark applications acquired or generated by Borrower during the prior period, (ii) cause all patents, copyrights, and trademarks acquired or generated by Borrower that are not already the subject of a registration registered with the appropriate filing office (United States Copyright Office or an application therefor diligently prosecuted) to be registered applies for registration of any copyright with such appropriate filing office in a manner sufficient to impart constructive notice of Borrower’s ownership thereofthe United States Copyright Office, (iii) cause to be prepared, executed, and delivered to Lender supplemental schedules to the applicable Financing Documents to identify such patents, copyrights and trademarks as being subject to the security interests created thereunder, and (iv) execute and deliver (or cause such Guarantor to Lender at Lender’s request patentexecute and deliver (and, trademark by its execution and delivery of the Guaranty or a joinder thereto, each of the Guarantors hereby agrees to execute and deliver) promptly a Copyright Security Agreement or joinder or supplement thereto in respect of such copyrights or copyright security agreements applications; (c) cause CRLA to execute and deliver a Mortgage with respect to such patents, trademarks or copyrights for filing the Real Property that it is to acquire in Southern California that is referred to as the "Mira Loma site; and (d) cause CRNY to execute and deliver a Collateral Assignment of Tower Lease with the appropriate filing officerespect to its new Tower Lease.

Delivery of Additional Documentation Required. At any time upon the written --------------------------------------------- request of Lender, Borrower shall execute and deliver to Lender, any and all financing statements, original financing statements (including, without limitation, any amendments thereto and any “in lieu” lieu of continuation statements), fixture filings, security agreements, pledges, assignments for securityassignments, endorsements of certificates of title, bailee acknowledgments and all other documents (the “"Additional Documents”") that Lender may request in its sole discretionPermitted Discretion, each in form and substance satisfactory to Lender, to perfect and continue perfected or to better perfect the Lender’s 's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Lender in any real property Real Property (other than any leasehold interests in any Real Property) acquired after the Closing Date in which Borrower has a fee interestDate, and in order to fully consummate all of the transactions contemplated hereby and under the other Financing Loan Documents. To the maximum extent permitted by applicable law, Borrower authorizes Lender to execute any such Additional Documents in Borrower’s 's name and authorizes Lender to file such executed Additional Documents in any appropriate filing office. Without limiting the foregoingIn addition, Borrower shall (a) give Lender prompt written notice of any Commercial Tort Claim of Borrower not specifically identified herein and any rights of Borrower as a beneficiary under any Letter of Credit. Borrower shall grant to Lender a security interest in any such Commercial Tort Claim or rights of Borrower as a beneficiary under any Letter of Credit and the proceeds thereof, and (b) on such periodic basis as Lender shall require, Parent shall (ia) provide Lender with a report of all new patent applicationsmaterial patentable, copyright registrations copyrightable, or trademark applications trademarkable materials acquired or generated by Borrower Parent and its Subsidiaries during the prior periodperiod that are necessary to the conduct of the business of Parent and its Subsidiaries as then conducted, (iib) cause all such material patents, copyrights, and trademarks acquired or generated by Borrower Parent and its Subsidiaries that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Borrower’s the ownership thereofthereof by Parent or the applicable Subsidiary, and (iiic) cause to be prepared, executed, and delivered to Lender supplemental schedules to the applicable Financing Loan Documents to identify all such patents, copyrights copyrights, and trademarks as being subject to the security interests created thereunder, and (iv) execute and deliver to Lender at Lender’s request patent, trademark or copyright security agreements with respect to such patents, trademarks or copyrights for filing with the appropriate filing office.

Delivery of Additional Documentation Required. At any time upon the written request of Lender, Borrower shall execute and deliver to Lender, any and all financing statements, original financing statements (including, without limitation, any amendments thereto and any “in lieu” lieu of continuation statements), fixture filings, security agreements, pledges, assignments for securityassignments, endorsements of certificates of title, bailee acknowledgments and all other documents (the “"Additional Documents”") that Lender may request in its sole discretionPermitted Discretion, each in form and substance satisfactory to Lender, to perfect and continue perfected or to better perfect the Lender’s 's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Lender in any real property Real Property acquired after the Closing Date in which Borrower has a fee interestDate, and in order to fully consummate all of the transactions contemplated hereby and under the other Financing Loan Documents. To the maximum extent permitted by applicable law, Borrower authorizes Lender to execute any such Additional Documents in Borrower’s 's name and authorizes Lender to file such executed Additional Documents in any appropriate filing office. Without limiting the foregoingIn addition, Borrower shall (a) give Lender prompt written notice of any Commercial Tort Claim of Borrower not specifically identified herein and any rights of Borrower as a beneficiary under any Letter of Credit. Borrower shall grant to Lender a security interest in any such Commercial Tort Claim or rights of Borrower as a beneficiary under any Letter of Credit and the proceeds thereof, and (b) on such periodic basis as Lender shall requirerequire (but no more than quarterly so long as no Event of Default shall have occurred and be continuing, in which case there shall be no such limit), Borrower shall (ia) provide Lender with a report of all new patent applicationspatentable, copyright registrations copyrightable, or trademark applications trademarkable materials acquired or generated by Borrower during the prior period, (iib) cause all patents, copyrights, and trademarks acquired or generated by Borrower that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Borrower’s 's ownership thereof, and (iiic) cause to be prepared, executed, and delivered to Lender supplemental schedules to the applicable Financing Loan Documents to identify such patents, copyrights copyrights, and trademarks as being subject to the security interests created thereunder, and (iv) execute and deliver to Lender at Lender’s request patent, trademark or copyright security agreements with respect to such patents, trademarks or copyrights for filing with the appropriate filing office.

Delivery of Additional Documentation Required. At Each Note Party hereby authorizes the Trustee to file, transmit, or communicate, as applicable, Uniform Commercial Code financing statements and amendments describing the Collateral as "all personal property of debtor" or "all assets of debtor" or words of similar effect in order to perfect the Trustee's Liens on the Collateral without any Note Party's signature, to the extent permitted by Applicable Law; provided, however, the Trustee shall clearly identify Excluded Assets as excepted items. Notwithstanding the foregoing, at any time upon the written request of Lenderthe Trustee, Borrower the Note Parties shall execute and deliver to Lender, the Trustee any and all financing statements, original financing statements (including, without limitation, any amendments thereto and any “in lieu” lieu of continuation statements), fixture filings, security agreements, pledges, assignments for securityassignments, endorsements of certificates of title, bailee acknowledgments supplements, and all other documents (the “"Additional Documents”") that Lender upon which Note Party's signature may request in its sole discretion, each in form and substance satisfactory to Lender, be required to perfect and continue perfected perfection of or to better perfect Lender’s the Trustee Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Lender the Trustee in any real property acquired after the Closing Date in which Borrower has a fee interestReal Property (whether now owned or hereafter arising or acquired), and in order to fully consummate all of the transactions contemplated hereby and under the other Financing Note Documents. To the maximum extent permitted by applicable lawApplicable Law, Borrower each Note Party authorizes Lender the Trustee to execute any such Additional Documents in Borrower’s the applicable Note Party's name and authorizes Lender the Trustee to file such executed Additional Documents in any appropriate filing office; provided, however, that the failure by the Trustee to so provide such filings shall not affect the authorizations herein. Without limiting Each Note Party also hereby ratifies its authorization for the foregoingTrustee to have filed in any jurisdiction any Uniform Commercial Code financing statements or amendments thereto if filed prior to the Issue Date. No Note Party shall terminate, Borrower amend or file a correction statement with respect to any Uniform Commercial Code financing statement filed pursuant to this Section 11.09 without the Trustee's prior written consent. In addition, on a quarterly basis as the Trustee shall require, the Note Parties shall (a) give Lender prompt written notice of any Commercial Tort Claim of Borrower not specifically identified herein and any rights of Borrower as a beneficiary under any Letter of Credit. Borrower shall grant to Lender a security interest in any such Commercial Tort Claim or rights of Borrower as a beneficiary under any Letter of Credit and the proceeds thereof, and (b) on such periodic basis as Lender shall require, (i) provide Lender with a report of all new patent applications, copyright registrations or trademark applications acquired or generated by Borrower during the prior period, (ii) cause all patents, copyrights, and trademarks acquired or generated by Borrower the Note Parties that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Borrower’s the Note Parties' ownership thereof, and (iiib) cause to be prepared, executed, and delivered to Lender the Trustee supplemental schedules to the applicable Financing Note Documents to identify such patents, copyrights copyrights, and trademarks as being subject to the security interests created thereunder. The Company shall provide the Trustee with notice that any Note Party has made a Permitted Investment of the type described in clause (e), and (ivg) or (k) of the definition of "Permitted Investment" promptly, but in any event within 5 Business Days, following the consummation thereof and, upon the request of the Trustee, the relevant Note Party shall execute and deliver (or cause to Lender at Lender’s request patent, trademark or copyright security agreements with respect be executed and delivered to the Trustee) any and all Additional Documents requested by the Trustee to perfect the Trustee's Liens in such patents, trademarks or copyrights for filing with the appropriate filing officePermitted Investment.

Delivery of Additional Documentation Required. At any time upon the written request of LenderAgent, Borrower shall execute and deliver to LenderAgent, any and all financing statements, original financing statements (including, without limitation, any amendments thereto and any “in lieu” lieu of continuation statements), fixture filings, security agreements, pledges, assignments for securityassignments, endorsements of certificates of title, bailee acknowledgments and all other documents (including, upon the “Additional Documents”occurrence and during the continuance of an Event of Default, assignments in favor of Agent of each of the financing statements or mortgages filed by Borrower or any of its Subsidiaries with respect to any Account Debtor, Maker or other similar Persons) (the "ADDITIONAL DOCUMENTS") that Lender Agent may request in its sole discretionPermitted Discretion, each in form and substance satisfactory to LenderAgent, to perfect and continue perfected or to better perfect Lender’s the Agent's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Lender Agent in any real property Real Property acquired after the Closing Date in which Borrower has a fee interestDate, and in order to fully consummate all of the transactions contemplated hereby and under the other Financing Loan Documents. To the maximum extent permitted by applicable law, Borrower authorizes Lender Agent to execute any such Additional Documents in Borrower’s 's name and authorizes Lender Agent to file such executed Additional Documents in any appropriate filing office. Without limiting the foregoingIn addition, on such periodic basis as Agent shall require, Borrower shall (a) give Lender prompt written notice of any Commercial Tort Claim of Borrower not specifically identified herein and any rights of Borrower as a beneficiary under any Letter of Credit. Borrower shall grant to Lender a security interest in any such Commercial Tort Claim or rights of Borrower as a beneficiary under any Letter of Credit and the proceeds thereof, and (b) on such periodic basis as Lender shall require, (i) provide Lender Agent with a report of all new patent applicationspatentable, copyright registrations copyrightable, or trademark applications trademarkable materials acquired or generated by Borrower or its Subsidiaries during the prior period, (iib) cause all patents, copyrights, and trademarks acquired or generated by Borrower or its Subsidiaries that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Borrower’s 's or the applicable Subsidiary's ownership thereof, and (iiic) cause to be prepared, executed, and delivered to Lender Agent supplemental schedules to the applicable Financing Loan Documents to identify such patents, copyrights copyrights, and trademarks as being subject to the security interests created thereunder, and (iv) execute and deliver to Lender at Lender’s request patent, trademark or copyright security agreements with respect to such patents, trademarks or copyrights for filing with the appropriate filing office.

Delivery of Additional Documentation Required. At any time upon the written request of Lender, Borrower shall execute and deliver to Lender, any and all financing statements, original financing statements (including, without limitation, any amendments thereto and any “in lieu” lieu of continuation statements), fixture filings, security agreements, pledges, assignments for securityassignments, endorsements of certificates of title, bailee acknowledgments and all other documents (the “"Additional Documents”") that Lender may request in its sole discretionPermitted Discretion, each in form and substance satisfactory to Lender, to perfect and continue perfected or to better perfect the Lender’s 's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Lender in any real property Real Property acquired after the Closing Date in which Borrower has a fee interestDate, and in order to fully consummate all of the transactions contemplated hereby and under the other Financing Loan Documents. To the maximum extent permitted by applicable law, Borrower authorizes Lender to execute any such Additional Documents in Borrower’s 's name and authorizes Lender to file such executed Additional Documents in any appropriate filing office. Without limiting the foregoingIn addition, Borrower shall (a) give Lender prompt written notice of any Commercial Tort Claim of Borrower not specifically identified herein and any rights of Borrower as a beneficiary under any Letter of Credit. Borrower shall grant to Lender a security interest in any such Commercial Tort Claim or rights of Borrower as a beneficiary under any Letter of Credit and the proceeds thereof, and (b) on such periodic basis as Lender shall reasonably require, Borrower shall (ia) provide Lender with a report of all new patent applicationspatentable, copyright registrations copyrightable, or trademark applications trademarkable materials acquired or generated by Borrower during the prior period, (iib) cause all patents, copyrights, and trademarks acquired or generated by Borrower that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Borrower’s 's ownership thereof, and (iiic) cause to be prepared, executed, and delivered to Lender supplemental schedules to the applicable Financing Loan Documents to identify such patents, copyrights copyrights, and trademarks as being subject to the security interests created thereunder, and (iv) execute and deliver to Lender at Lender’s request patent, trademark or copyright security agreements with respect to such patents, trademarks or copyrights for filing with the appropriate filing office.

Delivery of Additional Documentation Required. At Each Borrower hereby authorizes Lender to file, transmit, or communicate, as applicable, Uniform Commercial Code financing statements and amendments describing the Collateral as "all personal property of debtor" or "all assets of debtor" or words of similar effect in order to perfect Agent's Liens on the Collateral without any Borrower's signature, to the extent permitted by applicable law; provided, however, Agent shall clearly identify Excluded Assets as excepted items. Notwithstanding the foregoing, at any time upon the written request of LenderAgent, Borrower Borrowers shall execute and deliver to LenderAgent, any and all financing statements, original financing statements (including, without limitation, any amendments thereto and any “in lieu” lieu of continuation statements), fixture filings, security agreements, pledges, assignments for securityassignments, endorsements of certificates of title, bailee acknowledgments supplements, and all other documents (the “"Additional Documents”") upon which Borrower's signature may be required that Lender Agent may request in its sole discretionPermitted Discretion, each in form and substance reasonably satisfactory to LenderAgent, to perfect and continue perfected perfection of or to better perfect Lender’s the Agent's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Lender Agent in any real property Real Property acquired after the Closing Date in which Borrower has a fee interestDate, and in order to fully consummate all of the transactions contemplated hereby and under the other Financing Loan Documents. To the maximum extent permitted by applicable law, each Borrower authorizes Lender Agent to execute any such Additional Documents in the applicable Borrower’s 's name and authorizes Lender authorize Agent to file such executed Additional Documents in any appropriate filing office, and Agent shall provide Administrative Borrower with copies of any such filings; provided, however, that the failure by Agent to so provide such filings shall not affect the authorizations herein. Without limiting Each Borrower also hereby ratifies its authorization for Agent to have filed in any jurisdiction any Uniform Commercial Code financing statements or amendments thereto if filed prior to the foregoingClosing Date. No Borrower shall terminate, Borrower amend or file a correction statement with respect to any Uniform Commercial Code financing statement filed pursuant to this Section 4.4 without Agent's prior written consent. In addition, on a quarterly basis as Agent shall require, Borrowers shall (a) give Lender prompt written notice of any Commercial Tort Claim of Borrower not specifically identified herein and any rights of Borrower as a beneficiary under any Letter of Credit. Borrower shall grant to Lender a security interest in any such Commercial Tort Claim or rights of Borrower as a beneficiary under any Letter of Credit and the proceeds thereof, and (b) on such periodic basis as Lender shall require, (i) provide Lender Agent with a report of all new patent applicationspatentable, copyright registrations copyrightable, or trademark applications trademarkable materials acquired or generated by Borrower Borrowers during the prior period, (iib) cause all patents, copyrights, and trademarks acquired or generated by Borrower Borrowers that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Borrower’s Borrowers' ownership thereof, and (iiic) cause to be prepared, executed, and delivered to Lender Agent supplemental schedules to the applicable Financing Loan Documents to identify such patents, copyrights copyrights, and trademarks as being subject to the security interests created thereunder. Each Borrower shall provide Agent with notice that any Borrower or any Guarantor has made a Permitted Investment (other than an Investment in its Subsidiaries made in the ordinary course of business) promptly, and (iv) but in any event within 5 Business Days, following the consummation thereof and, upon the request of Agent, shall execute and deliver (or cause to Lender at Lender’s request patent, trademark or copyright security agreements with respect be executed and delivered to Agent) any and all Additional Documents requested by Agent to perfect the Agent's Liens in such patents, trademarks or copyrights for filing with the appropriate filing officePermitted Investment.

Delivery of Additional Documentation Required. At any time upon the written request of Lender, Borrower shall execute and deliver to Lender, any and all financing statements, original financing statements (including, without limitation, any amendments thereto and any “in lieu” lieu of continuation statements), fixture filings, security agreements, pledges, assignments for securityassignments, endorsements of certificates of title, bailee acknowledgments and all other documents (the “"Additional Documents”") that Lender may request in its sole discretionPermitted Discretion, each in form and substance reasonably satisfactory to LenderLender in its Permitted Discretion, to perfect and continue perfected or to better perfect Lender’s 's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Lender in any real property Real Property acquired after the Closing Date (except as expressly provided otherwise in which Borrower has a fee interestthis Agreement), and in order to fully consummate all of the transactions contemplated hereby and under the other Financing Loan Documents; provided that Borrower shall have no obligation to arrange for the perfection of Lender's security interest in registered motor vehicles (absent the occurrence of an Event of Default). To the maximum extent permitted by applicable law, Borrower authorizes Lender to execute any such Additional Documents in Borrower’s 's name and authorizes Lender to file such executed Additional Documents in any appropriate filing office. Without limiting the foregoingIn addition, Borrower shall (a) give Lender prompt written notice of any Commercial Tort Claim of Borrower not specifically identified herein and any rights of Borrower as a beneficiary under any Letter of Credit. Borrower shall grant to Lender a security interest in any such Commercial Tort Claim or rights of Borrower as a beneficiary under any Letter of Credit and the proceeds thereof, and (b) on such periodic basis as Lender shall require, Borrower shall (ia) provide Lender with a report of all new patent applicationspatentable, copyright registrations copyrightable, or trademark applications trademarkable materials acquired or generated by Borrower during the prior period, (iib) cause all patents, copyrights, and trademarks acquired or generated by Borrower that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Borrower’s 's ownership thereof, and (iiic) cause to be prepared, executed, and delivered to Lender supplemental schedules to the applicable Financing Loan Documents to identify such patents, copyrights copyrights, and trademarks as being subject to the security interests created thereunder, and (iv) execute and deliver to Lender at Lender’s request patent, trademark or copyright security agreements with respect to such patents, trademarks or copyrights for filing with the appropriate filing office.

Delivery of Additional Documentation Required. At Each Borrower hereby authorizes Lender to file, transmit, or communicate, as applicable, Uniform Commercial Code financing statements and amendments describing the Collateral as "all personal property of debtor" or "all assets of debtor" or words of similar effect in order to perfect Agent's Liens on the Collateral without any Borrower's signature, to the extent permitted by Applicable Laws; provided, however, Agent shall clearly identify Excluded Assets as excepted items. Notwithstanding the foregoing, at any time upon the written request of LenderAgent, Borrower Borrowers shall execute and deliver to Lender, Agent any and all financing statements, original financing statements (including, without limitation, any amendments thereto and any “in lieu” lieu of continuation statements), fixture filings, security agreements, pledges, assignments for securityassignments, endorsements of certificates of title, bailee acknowledgments supplements, and all other documents (the “"Additional Documents”") upon which a Borrower's signature may be required that Lender Agent may request in its sole discretionPermitted Discretion, each in form and substance reasonably satisfactory to LenderAgent, to perfect and continue perfected perfection of or to better perfect Lender’s the Agent's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Lender Agent in any real property Real Property acquired after the Closing Date in which Borrower has a fee interestDate, and in order to fully consummate all of the transactions contemplated hereby and under the other Financing Loan Documents. To the maximum extent permitted by applicable lawApplicable Laws, each Borrower authorizes Lender Agent to execute any such Additional Documents in the applicable Borrower’s 's name and authorizes Lender authorize Agent to file such executed Additional Documents in any appropriate filing office, and Agent shall provide Administrative Borrower with copies of any such filings; provided, however, that the failure by Agent to so provide such filings shall not affect the authorizations herein. Without limiting Each Borrower also hereby ratifies its authorization for Agent to have filed in any jurisdiction any Uniform Commercial Code financing statements or amendments thereto if filed prior to the foregoingClosing Date. No Borrower shall terminate, Borrower amend or file a correction statement with respect to any Uniform Commercial Code financing statement filed pursuant to this Section 4.4 without Agent's prior written consent. In addition, on a quarterly basis as Agent shall require, Borrowers shall (a) give Lender prompt written notice of any Commercial Tort Claim of Borrower not specifically identified herein and any rights of Borrower as a beneficiary under any Letter of Credit. Borrower shall grant to Lender a security interest in any such Commercial Tort Claim or rights of Borrower as a beneficiary under any Letter of Credit and the proceeds thereof, and (b) on such periodic basis as Lender shall require, (i) provide Lender with a report of all new patent applications, copyright registrations or trademark applications acquired or generated by Borrower during the prior period, (ii) cause all patents, copyrights, and trademarks acquired or generated by Borrower Borrowers that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Borrower’s Borrowers' ownership thereof, and (iiib) cause to be prepared, executed, and delivered to Lender Agent supplemental schedules to the applicable Financing Loan Documents to identify such patents, copyrights copyrights, and trademarks as being subject to the security interests created thereunder. Administrative Borrower shall provide Agent with notice that any Borrower or any Guarantor has made a Permitted Investment of the type described in clause (e), and (ivg) or (l) of the definition of "Permitted Investment" promptly, but in any event within 5 Business Days, following the consummation thereof and, upon the request of Agent, the relevant Loan Party shall execute and deliver (or cause to Lender at Lender’s request patent, trademark or copyright security agreements with respect be executed and delivered to Agent) any and all Additional Documents requested by Agent to perfect the Agent's Liens in such patents, trademarks or copyrights for filing with the appropriate filing officePermitted Investment.

Delivery of Additional Documentation Required. At any time upon the written request of Lender, Borrower Borrowers shall execute (or cause to be executed) and deliver to Lender, any and all financing statements, original financing statements (including, without limitation, any amendments thereto and any “in lieu” lieu of continuation statements), fixture filings, security agreements, pledges, assignments for securityassignments, endorsements of certificates of title, bailee acknowledgments and all other documents (the “"Additional Documents”") upon which Borrowers' signatures may be required that Lender may request in its sole discretionPermitted Discretion, each in form and substance satisfactory to Lender, to perfect and continue perfected the perfection of or to better perfect the Lender’s 's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Lender in any real property acquired after the Closing Date in which Borrower has a fee interest, and in order to consummate fully consummate all of the transactions contemplated hereby and under the other Financing Loan Documents. To the maximum extent permitted by applicable law, each Borrower authorizes Lender to execute any such Additional Documents in the applicable Borrower’s 's name and authorizes authorize Lender to file such executed Additional Documents in any appropriate filing office. Without limiting the foregoingIn addition, Borrower shall (a) give Lender prompt written notice of any Commercial Tort Claim of Borrower not specifically identified herein and any rights of Borrower as a beneficiary under any Letter of Credit. Borrower shall grant to Lender a security interest in any such Commercial Tort Claim or rights of Borrower as a beneficiary under any Letter of Credit and the proceeds thereof, and (b) on such periodic basis as Lender shall require, Borrowers shall (ia) provide Lender with a report of all new patent applicationspatentable, copyright registrations copyrightable, or trademark applications trademarkable materials acquired or generated by Borrower Borrowers during the prior period, (iib) cause all patents, copyrights, and trademarks acquired or generated by Borrower Borrowers that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Borrower’s Borrowers' ownership thereof, and (iiic) cause to be prepared, executed, and delivered to Lender supplemental schedules to the applicable Financing Loan Documents to identify such patents, copyrights copyrights, and trademarks as being subject to the security interests created thereunder. Borrowers authorize Lender to transmit, communicate or, as applicable, file any financing statement under the Code, record, in-lieu financing statement, amendment, correction statement, continuation statement, termination statement or other instrument describing the Collateral as "all personal property of Debtor" or "all assets of Debtor" or words of similar effect in such jurisdictions and (iv) execute in such filing offices as Lender may deem necessary or desirable in order to perfect any security interest granted by Borrowers under this Agreement and deliver the other Loan Documents without signature. Borrowers hereby ratify, to the extent necessary, Lender's authorization to file a financing statement, if such financing statement has been pre-filed by Lender at Lender’s request patentprior to the Closing Date. Prior to repayment in full and final discharge of the Obligations, trademark or copyright security agreements including Borrowers' delivery of cash collateral in an amount equal to 105% of the aggregate face value of the then extant Letter of Credit Usage to be held by Lender for the benefit of any Underlying Issuer with respect to such patentsthe then extant Letter of Credit Usage or return of the original Letters of Credit to the Issuing Lender, trademarks Borrowers shall not terminate, amend or copyrights for filing file a correction statement with the appropriate filing officerespect to any financing statement filed pursuant to this Section 4.4 without Lender's prior written consent.

Delivery of Additional Documentation Required. At any time upon the written request of LenderAgent, Borrower Borrowers and Guarantors shall execute and deliver to LenderAgent, any and all financing statements, original financing statements (including, without limitation, any amendments thereto and any “in lieu” lieu of continuation statements), fixture filings, security agreements, pledges, assignments for securityassignments, endorsements of certificates of title, bailee acknowledgments and all other documents (the “"Additional Documents”") that Lender Agent may request in its sole discretionPermitted Discretion, each in form and substance satisfactory to LenderAgent, to perfect and continue perfected or to better perfect Lender’s the Agent's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Lender Agent in any real property Real Property acquired after the Closing Date in which Borrower has a fee interestDate, and in order to fully consummate all of the transactions contemplated hereby and under the other Financing Loan Documents. To the maximum extent permitted by applicable law, each Borrower and each Guarantor authorizes Lender Agent to execute any such Additional Documents in the applicable Borrower’s 's or Guarantor's name and authorizes Lender authorize Agent to file such executed Additional Documents in any appropriate filing office. Without limiting the foregoingIn addition, Borrower shall (a) give Lender prompt written notice of any Commercial Tort Claim of Borrower not specifically identified herein and any rights of Borrower as a beneficiary under any Letter of Credit. Borrower shall grant to Lender a security interest in any such Commercial Tort Claim or rights of Borrower as a beneficiary under any Letter of Credit and the proceeds thereof, and (b) on such periodic basis as Lender Agent shall require, Borrowers and Guarantors shall (ia) provide Lender Agent with a report of all new patent applicationspatentable, copyright registrations copyrightable, or trademark applications trademarkable materials acquired or generated by Borrower or Guarantor during the prior period, (iib) cause all patents, copyrights, and trademarks acquired or generated by Borrower or Guarantor that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Borrower’s 's or Guarantor's ownership thereof, and (iiic) cause to be prepared, executed, and delivered to Lender Agent supplemental schedules to the applicable Financing Loan Documents to identify such patents, copyrights copyrights, and trademarks as being subject to the security interests created thereunder, and (iv) execute and deliver to Lender at Lender’s request patent, trademark or copyright security agreements with respect to such patents, trademarks or copyrights for filing with the appropriate filing office.

Delivery of Additional Documentation Required. At any time upon the written request of LenderAgent, Borrower shall execute (or cause to be executed) and deliver to LenderAgent, any and all financing statements, original financing statements (including, without limitation, any amendments thereto and any “in lieu” lieu of continuation statements), fixture filings, security agreements, pledges, assignments for securityassignments, endorsements of certificates of title, bailee acknowledgments and all other documents (the “Additional Documents”) upon which Borrower’s signature may be required that Lender Agent may request in its sole discretionPermitted Discretion, each in form and substance satisfactory to LenderAgent, to perfect and continue perfected or to better perfect Lenderthe Agent’s Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Lender Agent in any real property Real Property acquired after the Closing Date in which Borrower has a fee interestDate, and in order to fully consummate all of the transactions contemplated hereby and under the other Financing Loan Documents. To the maximum extent permitted by applicable law, Borrower authorizes Lender Agent to execute any such Additional Documents in Borrower’s name and authorizes Lender Agent to file such executed Additional Documents in any appropriate filing office. Without limiting the foregoingIn addition, on such periodic basis as Agent shall reasonably require, Borrower shall (a) give Lender prompt written notice of any Commercial Tort Claim of Borrower not specifically identified herein and any rights of Borrower as a beneficiary under any Letter of Credit. Borrower shall grant to Lender a security interest in any such Commercial Tort Claim or rights of Borrower as a beneficiary under any Letter of Credit and the proceeds thereof, and (b) on such periodic basis as Lender shall require, (i) provide Lender Agent with a report of all new patent applicationstrademark applications or registrations, copyright registrations registrations, or trademark patent applications or issued patents acquired or generated by Borrower during the prior period, (iib) cause all patents, copyrights, and trademarks acquired or generated by Borrower that are material to Borrower’s business and that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Borrower’s ownership thereof, and (iiic) to the extent required by the Intellectual Property Security Agreement, cause to be prepared, executed, and delivered to Lender Agent supplemental schedules to the applicable Financing Loan Documents to identify such patents, copyrights copyrights, and trademarks as being subject to the security interests created thereunder. Borrower authorizes Agent to transmit, communicate or, as applicable, file any financing statement under the Code, record, in-lieu financing statement, amendment, correction statement, continuation statement, termination statement or other instrument describing the Collateral as “all personal property of Debtor” or “all assets of Debtor” or words of similar effect, exclusive of the Excluded Collateral, in such jurisdictions and (iv) execute in such filing offices as Agent may deem necessary or desirable in order to perfect any security interest granted by Borrower under this Agreement and deliver the other Loan Documents without signature. Borrower hereby ratifies, to Lender at Lenderthe extent necessary, Agent’s request patentauthorization to file a financing statement or amendment thereto, trademark or copyright security agreements if such financing statement has been pre-filed by Agent prior to the Closing Date. Prior to repayment in full and final discharge of the Obligations, including Borrower’s delivery of cash collateral in an amount equal to 110% of the aggregate face value of the then extant Letter of Credit Usage to be held by Agent for the benefit of any Underlying Issuer with respect to such patentsthe then extant Letter of Credit Usage or return of the original Letters of Credit to the Issuing Lender, trademarks Borrower shall not terminate, amend or copyrights for filing file a correction statement with the appropriate filing officerespect to any Uniform Commercial Code financing statements filed pursuant to this Section 4.4 without Agent’s prior written consent.

Delivery of Additional Documentation Required. At any time upon the written request of Lender, Borrower Borrowers shall execute and deliver to Lender, any and all financing statements, original financing statements (including, without limitation, any amendments thereto and any “in lieu” lieu of continuation statements), fixture filings, security agreements, pledges, assignments for securityassignments, endorsements of certificates of title, bailee acknowledgments and all other documents (the “"Additional Documents”") that Lender may request in its sole discretionPermitted Discretion, each in form and substance reasonably satisfactory to Lender, to perfect and continue perfected or to better perfect the Lender’s 's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Lender in any real property Real Property acquired after the Closing Date in which Borrower has a fee interestDate, and in order to fully consummate all of the transactions contemplated hereby and under the other Financing Loan Documents. To the maximum extent permitted by applicable law, each Borrower authorizes Lender to execute any such Additional Documents in the applicable Borrower’s 's name and authorizes authorize Lender to file such executed Additional Documents in any appropriate filing office. Without limiting the foregoingIn addition, Borrower shall (a) give Lender prompt written notice of any Commercial Tort Claim of Borrower not specifically identified herein and any rights of Borrower as a beneficiary under any Letter of Credit. Borrower shall grant to Lender a security interest in any such Commercial Tort Claim or rights of Borrower as a beneficiary under any Letter of Credit and the proceeds thereof, and (b) on such periodic basis as Lender shall require, Borrowers shall (ia) provide Lender with a report of all new patent applicationspatentable, copyright registrations copyrightable, or trademark applications trademarkable materials acquired or generated by Borrower Borrowers during the prior period, (iib) cause all patents, copyrights, and trademarks acquired or generated by Borrower Borrowers that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Borrower’s Borrowers' ownership thereof, and (iiic) cause to be prepared, executed, and delivered to Lender supplemental schedules to the applicable Financing Loan Documents to identify such patents, copyrights copyrights, and trademarks as being subject to the security interests created thereunder, and (iv) execute and deliver to Lender at Lender’s request patent, trademark or copyright security agreements with respect to such patents, trademarks or copyrights for filing with the appropriate filing office.

Delivery of Additional Documentation Required. At any time upon the written request of LenderCollateral Agent, Borrower shall execute and deliver to LenderCollateral Agent, any and all financing statements, original financing statements (including, without limitation, any amendments thereto and any “in lieu” lieu of continuation statements), fixture filings, security agreements, pledges, assignments for securityassignments, endorsements of certificates of title, bailee acknowledgments and all other documents (the “Additional Documents”) that Lender Collateral Agent may request in its sole discretionPermitted Discretion, each in form and substance satisfactory to LenderCollateral Agent, to perfect and continue perfected or to better perfect Lenderthe Collateral Agent’s Liens in the Borrower Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Lender Collateral Agent in any real property Real Property acquired after the Closing Date in which Borrower has a fee interestDate, and in order to fully consummate all of the transactions contemplated hereby and under the other Financing Loan Documents. To the maximum extent permitted by applicable law, Borrower authorizes Lender Collateral Agent to execute any such Additional Documents in Borrower’s name and authorizes Lender Collateral Agent to file such executed Additional Documents in any appropriate filing office. Without limiting the foregoingIn addition, on such periodic basis as Collateral Agent shall require, Borrower shall (a) give Lender prompt written notice of any Commercial Tort Claim of Borrower not specifically identified herein and any rights of Borrower as a beneficiary under any Letter of Credit. Borrower shall grant to Lender a security interest in any such Commercial Tort Claim or rights of Borrower as a beneficiary under any Letter of Credit and the proceeds thereof, and (b) on such periodic basis as Lender shall require, (i) provide Lender Collateral Agent with a report of all new patent applicationspatentable, copyright registrations copyrightable, or trademark applications trademarkable materials acquired or generated by Borrower during the prior period, (iib) cause all patents, copyrights, and trademarks acquired or generated by Borrower that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Borrower’s ownership thereof, and (iiic) cause to be prepared, executed, and delivered to Lender Collateral Agent supplemental schedules to the applicable Financing Loan Documents to identify such patents, copyrights copyrights, and trademarks as being subject to the security interests created thereunder, and (iv) execute and deliver to Lender at Lender’s request patent, trademark or copyright security agreements with respect to such patents, trademarks or copyrights for filing with the appropriate filing office.

Delivery of Additional Documentation Required. At any time upon the written request of LenderFoothill, Borrower shall execute and deliver to Lender, any and Foothill all financing statements (includingstatements, without limitationcontinuation financing statements, any amendments thereto and any “in lieu” continuation statements)fixture filings, security agreements, chattel mortgages, pledges, assignments for securityassignments, endorsements of certificates of title, bailee acknowledgments applications for title, affidavits, reports, notices, schedules of accounts, letters of authority, and all other documents (the “Additional Documents”) that Lender Foothill reasonably may request in its sole discretionrequest, each in form and substance satisfactory to LenderFoothill, to perfect and continue perfected or to better perfect Lender’s Liens Foothill's security interests in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Lender in any real property acquired after the Closing Date in which Borrower has a fee interestCollateral, and in order to fully consummate all of the transactions contemplated hereby and under the other Financing the Loan Documents. To In addition, and without limiting the maximum extent permitted by applicable law, Borrower authorizes Lender to execute any such Additional Documents in Borrower’s name and authorizes Lender to file such executed Additional Documents in any appropriate filing office. Without limiting generality of the foregoing, Borrower shall (a) give Lender prompt written notice Borrower acknowledges and agrees that, subject to the provisos in the definitions of any Commercial Tort Claim "Collateral," "Permitted Mountasia Acquisition," and "Permitted Unrestricted Subsidiary Acquisition," Foothill shall be entitled, at Foothill's sole option, to have a Lien on all present or future, now owned or hereafter acquired, Real Property of Borrower not specifically identified herein and (including FunCenters acquired or developed after the Closing Date), or any rights of Borrower as a beneficiary under any Letter of Credit. Borrower shall grant to Lender a security interest in any such Commercial Tort Claim or rights of Borrower as a beneficiary under any Letter of Credit and the proceeds part thereof, even though Foothill may not have obtained a Lien on some of the Real Property as of the Closing Date for various reasons (including practical considerations), and Foothill's failure to have obtained a Lien on any Real Property on the Closing Date shall not constitute a waiver of its right to request and obtain such a Lien thereafter (provided that such decision shall be at the sole option of Foothill), and, (b) on if at any time Foothill asks any Debtor to transfer any Real Property to any other Debtor of which such periodic basis as Lender shall requiretransferor Debtor is a Subsidiary, (i) provide Lender with a report of all new patent applicationssuch transferor Debtor will do so if it may lawfully do so, copyright registrations or trademark applications acquired or generated by Borrower during the prior period, (ii) cause all patents, copyrights, and trademarks acquired or generated by Borrower that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Borrower’s ownership thereof, (iii) cause to be prepared, executed, and delivered to Lender supplemental schedules to the applicable Financing Documents to identify such patents, copyrights and trademarks as being subject to the security interests created thereunder, and (iv) will execute and deliver any documents of transfer reasonably requested by Foothill, and will use its best efforts to Lender at Lender’s request patent, trademark obtain any consents of third parties (such as lessors) that may be necessary or copyright security agreements with respect to such patents, trademarks or copyrights for filing with the appropriate filing officeadvisable in connection therewith.

Delivery of Additional Documentation Required. At any time time, upon the written reasonable request of Lender, Borrower Borrowers shall execute and deliver to Lender, Lender any and all financing statements, initial financing statements (including, without limitation, any amendments thereto and any “in lieu” lieu of continuation statements), fixture filings, security agreements, pledges, assignments for securityassignments, endorsements of certificates of title, bailee acknowledgments and all other documents (the “Additional Documents”"ADDITIONAL DOCUMENTS") that Lender may request in its sole discretionPermitted Discretion, each in form and substance satisfactory to Lender, to perfect and continue perfected or to better perfect the Lender’s 's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Lender in any real property Real Property acquired after the Closing Date in which Borrower has a fee interestDate, and in order to fully consummate all of the transactions contemplated hereby and under the other Financing Loan Documents. To the maximum extent permitted by applicable law, each Borrower authorizes Lender to execute any such Additional Documents in the applicable Borrower’s 's name and authorizes authorize Lender to file such executed Additional Documents in any appropriate filing office. Without limiting the foregoingIn addition, Borrower shall (a) give Lender prompt written notice of any Commercial Tort Claim of Borrower not specifically identified herein and any rights of Borrower as a beneficiary under any Letter of Credit. Borrower shall grant to Lender a security interest in any such Commercial Tort Claim or rights of Borrower as a beneficiary under any Letter of Credit and the proceeds thereof, and (b) on such periodic basis as Lender shall reasonably require, Borrowers shall (ibut not more than once each quarter unless an Event of Default shall have occurred and be continuing) (a) provide Lender with a report of all new patent applicationspatentable, copyright registrations copyrightable, or trademark applications trademarkable materials acquired or generated by Borrower Borrowers during the prior period, (iib) cause all material patents, copyrights, and trademarks acquired or generated by Borrower Borrowers that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Borrower’s Borrowers' ownership thereof, and (iiic) cause to be prepared, executed, and delivered to Lender supplemental schedules to the applicable Financing Loan Documents to identify such material patents, copyrights copyrights, and trademarks as being subject to the security interests created thereunder, and (iv) execute and deliver to Lender at Lender’s request patent, trademark or copyright security agreements with respect to such patents, trademarks or copyrights for filing with the appropriate filing office.

Delivery of Additional Documentation Required. At any time upon the written request of Lender, Borrower Obligors shall execute and deliver to Lender, any and all financing statements, original financing statements (including, without limitation, any amendments thereto and any “in lieu” lieu of continuation statements), fixture filings, security agreements, pledges, assignments for securityassignments, endorsements of certificates of title, bailee acknowledgments and all other documents (the “"Additional Documents”") that Lender may request in its sole discretionPermitted Discretion, each in form and substance satisfactory to Lender, to perfect and continue perfected or to better perfect the Lender’s 's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Lender in any real property Real Property acquired after the Closing Date in which Borrower has a fee interestDate, and in order to fully consummate all of the transactions contemplated hereby and under the other Financing Loan Documents, including, without limitation, (a) promptly upon termination of the security interests created under the Senior Loan Documents, Assignments of Claims and Notices of Assignment of Claims and (b) all original motor vehicle title certificates with respect to all motor vehicles owned by any Obligor and registered with any state's department of motor vehicles, executed by the appropriate Obligor and, if necessary, any other Person, so as to permit Lender to record a Lien with respect thereto. Without limiting the generality of the foregoing, Obligors agree to deliver to Lender a Trademark Security Agreement with respect to any trademark applications within 5 Business Days after the date such trademark applications are filed and application numbers assigned thereto by the U.S. Patent and Trademark Officer. To the maximum extent permitted by applicable law, Borrower each Obligor authorizes Lender to execute any such Additional Documents in Borrower’s the applicable Obligor's name and authorizes authorize Lender to file such executed Additional Documents in any appropriate filing office. Without limiting the foregoingIn addition, Borrower shall (a) give Lender prompt written notice of any Commercial Tort Claim of Borrower not specifically identified herein and any rights of Borrower as a beneficiary under any Letter of Credit. Borrower shall grant to Lender a security interest in any such Commercial Tort Claim or rights of Borrower as a beneficiary under any Letter of Credit and the proceeds thereof, and (b) on such periodic basis as Lender shall require, Obligors shall (i) provide Lender with a report of all new patent applicationspatentable, copyright registrations copyrightable, or trademark applications trademarkable materials acquired or generated by Borrower Obligors during the prior period, (ii) cause all patents, copyrights, and trademarks acquired or generated by Borrower Obligors that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Borrower’s Obligor's ownership thereof, and (iii) cause to be prepared, executed, and delivered to Lender supplemental schedules to the applicable Financing Loan Documents to identify such patents, copyrights copyrights, and trademarks as being subject to the security interests created thereunder, and (iv) execute and deliver to Lender at Lender’s request patent, trademark or copyright security agreements with respect to such patents, trademarks or copyrights for filing with the appropriate filing office.

Delivery of Additional Documentation Required. At any time upon the written request of Lender, Subsidiary Borrower shall execute and deliver to Lender, any and all financing statements, original financing statements (including, without limitation, any amendments thereto and any “in lieu” lieu of continuation statements), fixture filings, security agreements, pledges, assignments for securityassignments, endorsements of certificates of title, bailee acknowledgments and all other documents (the “"Additional Documents”") that Lender may request in its sole discretionPermitted Discretion, each in form and substance satisfactory to Lender, to perfect and continue perfected or to better perfect the Lender’s 's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Lender in any real property Real Property acquired after the Closing Date in which Borrower has a fee interestDate, and in order to fully consummate all of the transactions contemplated hereby and under the other Financing Subsidiary Loan Documents. To the maximum extent permitted by applicable law, Subsidiary Borrower authorizes Lender to execute any such Additional Documents in Subsidiary Borrower’s 's name and authorizes authorize Lender to file such executed Additional Documents in any appropriate filing office. Without limiting the foregoingIn addition, Borrower shall (a) give Lender prompt written notice of any Commercial Tort Claim of Borrower not specifically identified herein and any rights of Borrower as a beneficiary under any Letter of Credit. Borrower shall grant to Lender a security interest in any such Commercial Tort Claim or rights of Borrower as a beneficiary under any Letter of Credit and the proceeds thereof, and (b) on such periodic basis as Lender shall require, Subsidiary Borrower shall (ia) provide Lender with a report of all new patent applicationspatentable, copyright registrations copyrightable, or trademark applications trademarkable materials acquired or generated by Subsidiary Borrower during the prior period, (iib) cause all patents, copyrights, and trademarks acquired or generated by Subsidiary Borrower that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Subsidiary Borrower’s 's ownership thereof, and (iiic) cause to be prepared, executed, and delivered to Lender supplemental schedules to the applicable Financing Subsidiary Loan Documents to identify such patents, copyrights copyrights, and trademarks as being subject to the security interests created thereunder, and (iv) execute and deliver to Lender at Lender’s request patent, trademark or copyright security agreements with respect to such patents, trademarks or copyrights for filing with the appropriate filing office.

Delivery of Additional Documentation Required. At any time upon the written reasonable request of LenderAgent, Borrower shall authorize or execute and deliver to LenderAgent, as applicable, any and all financing statements (including, without limitation, any amendments thereto and any “"in lieu” " continuation statements), security agreements, pledges, assignments for securityassignments, endorsements of certificates of title, bailee acknowledgments and all other documents (the “"Additional Documents”") that Lender Agent may request in its sole discretionPermitted Discretion, each in form and substance satisfactory to LenderAgent, to perfect and continue perfected or to better perfect Lender’s maintain priority for the Agent's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Lender in any real property acquired after the Closing Date in which Borrower has a fee interest, and in order to fully consummate all of the transactions contemplated hereby and under the other Financing Loan Documents. To the maximum extent permitted by applicable law, the Borrower authorizes Lender Agent to execute any such Additional Documents in the Borrower’s 's name and authorizes Lender Agent to file such executed Additional Documents in any appropriate filing office. Without limiting the foregoing, Borrower shall (a) give Lender the Agent prompt written notice of any Commercial Tort Claim of Borrower not specifically identified herein and any rights of Borrower as a beneficiary under any Letter of CreditCredit Right of the Borrower. Borrower shall grant to the Agent, for the benefit of the Lender Group, a security interest in any such Commercial Tort Claim or rights of Borrower as a beneficiary under any Letter of Credit Right and the proceeds thereof, and (b) on such periodic basis as Lender shall requireonce per fiscal quarter, (i) provide Lender Agent with a report of all new patent applicationspatentable, copyright registrations copyrightable or trademark applications trademarkable materials acquired or generated by Borrower during the prior period, (ii) cause all material patents, material copyrights, and material trademarks acquired or generated by Borrower that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Borrower’s 's ownership thereof, (iii) cause to be prepared, executed, and delivered to Lender Agent supplemental schedules to the applicable Financing Loan Documents to identify such material patents, material copyrights and material trademarks as being subject to the security interests created thereunder, and (iv) execute and deliver to Lender Agent, at Lender’s request patentAgent's request, trademark Patent, Trademark or copyright security agreements Copyright Security Agreements with respect to such patents, trademarks or copyrights for filing with the appropriate filing office.

Delivery of Additional Documentation Required. At any time upon the written request of Lender, Borrower shall execute and deliver to Lender, any and all financing statements, original financing statements (including, without limitation, any amendments thereto and any “in lieu” lieu of continuation statements), fixture filings, security agreements, pledges, assignments for securityassignments, endorsements of certificates of title, bailee acknowledgments and all other documents (the “"Additional Documents”") that Lender may request in its sole discretionPermitted Discretion, each in form and substance satisfactory to Lender, to perfect and continue perfected or to better perfect the Lender’s 's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Lender in any real property acquired after the Closing Date in which Borrower has a fee interestDate, and in order to fully consummate all of the transactions contemplated hereby and under the other Financing Loan Documents. To the maximum extent permitted by applicable law, Borrower authorizes Lender to execute any such Additional Documents in Borrower’s 's name and authorizes Lender to file such executed Additional Documents in any appropriate filing office. Without limiting the foregoingIn addition, Borrower shall (a) give Lender prompt written notice of any Commercial Tort Claim of Borrower not specifically identified herein and any rights of Borrower as a beneficiary under any Letter of Credit. Borrower shall grant to Lender a security interest in any such Commercial Tort Claim or rights of Borrower as a beneficiary under any Letter of Credit and the proceeds thereof, and (b) on such periodic basis as Lender shall reasonably require, Borrower shall (ia) provide Lender with a report of all new patent applicationspatentable, copyright registrations copyrightable, or trademark applications trademarkable materials acquired or generated by Borrower during the prior periodperiod that Borrower deems material to its business in its reasonable discretion, (iib) cause all such patents, copyrights, and trademarks acquired or generated by Borrower that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice in the United States of Borrower’s 's ownership thereof; provided, that Lender may from time to time request that additional patents, copyrights and trademarks that come to Lender's attention be registered and Borrower shall register or cause the registration of the same, and (iiic) cause to be prepared, executed, and delivered to Lender supplemental schedules to the applicable Financing Loan Documents to identify such patents, copyrights copyrights, and trademarks as being subject to the security interests created thereunder, and (iv) execute and deliver to Lender at Lender’s request patent, trademark or copyright security agreements with respect to such patents, trademarks or copyrights for filing with the appropriate filing office.

Delivery of Additional Documentation Required. At any time upon the written request of Lender, Borrower shall execute and deliver to Lender, any and all financing statements, original financing statements (including, without limitation, any amendments thereto and any “in lieu” lieu of continuation statements), fixture filings, security agreements, pledges, assignments for securityassignments, mortgages, deeds of trust, endorsements of certificates of title, bailee acknowledgments and all other documents (the “"Additional Documents”") that Lender may request in its sole discretionPermitted Discretion, each in form and substance satisfactory to Lender, to perfect and continue perfected or to better perfect the Lender’s 's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Lender in any real property acquired after the Closing Date in which Borrower has a fee interestReal Property, and in order to fully consummate all of the transactions contemplated hereby and under the other Financing Loan Documents. To the maximum extent permitted by applicable law, Borrower authorizes Lender to execute any such Additional Documents in Borrower’s 's name and authorizes Lender to file such executed Additional Documents in any appropriate filing office. Without limiting the foregoingIn addition, Borrower shall (a) give Lender prompt written notice of any Commercial Tort Claim of Borrower not specifically identified herein and any rights of Borrower as a beneficiary under any Letter of Credit. Borrower shall grant to Lender a security interest in any such Commercial Tort Claim or rights of Borrower as a beneficiary under any Letter of Credit and the proceeds thereof, and (b) on such periodic basis as Lender shall require, Borrower shall (ia) provide Lender with a report of all new patent applicationspatentable, copyright registrations copyrightable, or trademark applications trademarkable materials acquired or generated by Borrower during the prior period, (iib) cause all patents, copyrights, and trademarks acquired or generated by Borrower that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Borrower’s 's ownership thereof, and (iiic) cause to be prepared, executed, and delivered to Lender supplemental schedules to the applicable Financing Loan Documents to identify such patents, copyrights copyrights, and trademarks as being subject to the security interests created thereunder, and (iv) execute and deliver to Lender at Lender’s request patent, trademark or copyright security agreements with respect to such patents, trademarks or copyrights for filing with the appropriate filing office.

Delivery of Additional Documentation Required. At any time upon the written request of LenderAgent, Borrower Borrowers shall execute and deliver to LenderAgent, any and all financing statements, original financing statements (including, without limitation, any amendments thereto and any “in lieu” lieu of continuation statements), fixture filings, security agreements, pledges, assignments for securityassignments, endorsements of certificates of title, bailee acknowledgments and all other documents (the “"Additional Documents”") that Lender Agent may request in its sole discretionPermitted Discretion, each in form and substance satisfactory to LenderAgent, to perfect and continue perfected or to better perfect Lender’s the Agent's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Lender Agent in any real property Real Property acquired after the Closing Date in which Borrower has a fee interestDate, and in order to fully consummate all of the transactions contemplated hereby and under the other Financing Loan Documents. Without limiting the generality of the foregoing, Borrowers agree to deliver to Agent a Trademark Security Agreement with respect to any trademark applications within 5 Business Days after the date such trademark applications are filed and application numbers assigned thereto by the U.S. Patent and Trademark Officer. To the maximum extent permitted by applicable law, each Borrower authorizes Lender Agent to execute any such Additional Documents in the applicable Borrower’s 's name and authorizes Lender authorize Agent to file such executed Additional Documents in any appropriate filing office. Without limiting the foregoingIn addition, Borrower shall (a) give Lender prompt written notice of any Commercial Tort Claim of Borrower not specifically identified herein and any rights of Borrower as a beneficiary under any Letter of Credit. Borrower shall grant to Lender a security interest in any such Commercial Tort Claim or rights of Borrower as a beneficiary under any Letter of Credit and the proceeds thereof, and (b) on such periodic basis as Lender Agent shall require, Borrowers shall (ia) provide Lender Agent with a report of all new patent applicationspatentable, copyright registrations copyrightable, or trademark applications trademarkable materials acquired or generated by Borrower Borrowers during the prior period, (iib) cause all patents, copyrights, and trademarks acquired or generated by Borrower Borrowers that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Borrower’s Borrowers' ownership thereof, and (iiic) cause to be prepared, executed, and delivered to Lender Agent supplemental schedules to the applicable Financing Loan Documents to identify such patents, copyrights copyrights, and trademarks as being subject to the security interests created thereunder, and (iv) execute and deliver to Lender at Lender’s request patent, trademark or copyright security agreements with respect to such patents, trademarks or copyrights for filing with the appropriate filing office.

Delivery of Additional Documentation Required. At any time upon the written request of Lender, Borrower shall execute and deliver to Lender, any and all financing statements, original financing statements (including, without limitation, any amendments thereto and any “in lieu” lieu of continuation statements), fixture filings, security agreements, pledges, assignments for securityassignments, endorsements of certificates of title, bailee acknowledgments and all other documents (the “"Additional Documents”") that Lender may request in its sole discretionPermitted Discretion, each in form and substance reasonably satisfactory to Lender, to perfect and continue perfected or to better perfect the Lender’s 's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Lender in any real property Real Property acquired after the Closing Date in which Borrower has a (subject to the pre-existing rights of any fee interestowner or landlord), and in order to fully consummate all of the transactions contemplated hereby and under the other Financing Loan Documents. To the maximum extent permitted by applicable law, Borrower authorizes Lender, where necessary or desirable, to execute any financing statements, original financing statements in lieu of continuation statements, fixture filings, endorsements or certificates of title in Borrower's name. To the maximum extent permitted by applicable law, Borrower authorizes Lender to execute file any such Additional Documents in Borrower’s name and authorizes Lender to file such executed Additional Documents in any appropriate filing office. Without limiting the foregoing, Borrower shall (a) give also hereby ratifies its authorization for Lender prompt written notice of any Commercial Tort Claim of Borrower not specifically identified herein and any rights of Borrower as a beneficiary under any Letter of Credit. Borrower shall grant to Lender a security interest have filed in any such Commercial Tort Claim jurisdiction any financing statements or rights of Borrower as a beneficiary under any Letter of Credit and amendments thereto if filed prior to the proceeds thereofdate hereof. In addition, and (b) on such periodic basis as Lender shall reasonably require, Borrower shall (ia) provide Lender with a report of all new patent applicationspatentable, copyright registrations copyrightable, or trademark applications trademarkable materials acquired or generated by Borrower during the prior period, (iib) cause all patents, copyrights, and trademarks acquired or generated by Borrower after the date hereof that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such the appropriate filing office office, unless upon prior written consent by Lender, Borrower in a manner sufficient its reasonable opinion determines such action to impart constructive notice be economically undesirable in the operation of Borrower’s ownership thereofits business, and (iiic) cause to be prepared, executed, and delivered to Lender supplemental schedules to the applicable Financing Loan Documents to identify such patents, copyrights copyrights, and trademarks as being subject to the security interests created thereunder, and (iv) execute and deliver to Lender at Lender’s request patent, trademark or copyright security agreements with respect to such patents, trademarks or copyrights for filing with the appropriate filing office.

Delivery of Additional Documentation Required. At any time upon the written request of Lender, Borrower shall each Obligor shall, no later than 10 days after receiving notice of such request from Lender, execute and deliver to Lender, any and all financing statements, original financing statements (including, without limitation, any amendments thereto and any “in lieu” lieu of continuation statements), fixture filings, security agreements, pledges, assignments for securityassignments, endorsements of certificates of title, bailee acknowledgments and all other documents (the “"Additional Documents”") that Lender may request in its sole discretionPermitted Discretion, each in form and substance satisfactory to Lender, to perfect and continue perfected or to better perfect Lender’s 's Liens in the Collateral (whether now owned or hereafter arising or acquired), except for unregistered Copyrights, to create and perfect Liens in favor of Lender in any real property Real Property acquired after the Closing Date in which Borrower has a fee interestDate, and in order to fully consummate all of the transactions contemplated hereby and under the other Financing Loan Documents. To the maximum extent permitted by applicable law, Borrower each Obligor authorizes Lender to execute any such Additional Documents in Borrower’s such Obligor's name and authorizes Lender to file such executed Additional Documents in any appropriate filing office. Without limiting the foregoingIn addition, Borrower shall (a) give Lender prompt written notice of any Commercial Tort Claim of Borrower not specifically identified herein and any rights of Borrower as a beneficiary under any Letter of Credit. Borrower shall grant to Lender a security interest in any such Commercial Tort Claim or rights of Borrower as a beneficiary under any Letter of Credit and the proceeds thereof, and (b) on such periodic basis as Lender shall require, each Obligor shall (ia) provide Lender with a report of all new patent applicationsPatents, copyright registrations registered Copyrights, or trademark applications registered Trademark materials acquired or generated by Borrower such Obligor during the prior period, (iib) cause all patentsPatents, copyrightsCopyrights, and trademarks Trademarks (except those Copyrights and Trademarks that an Obligor, in the exercise of its reasonable business judgment, determines are not required to be registered) acquired or generated by Borrower such Obligor that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Borrower’s such Obligor's ownership thereof, and (iiic) cause to be prepared, executed, and delivered to Lender supplemental schedules to the applicable Financing Loan Documents to identify such patentsPatents, copyrights registered Copyrights, and trademarks registered Trademarks as being subject to the security interests created thereunder, and (iv) execute and deliver to Lender at Lender’s request patent, trademark or copyright security agreements with respect to such patents, trademarks or copyrights for filing with the appropriate filing office.

Delivery of Additional Documentation Required. At any time upon the written request of LenderAgent, Borrower Borrowers shall execute and deliver to LenderAgent all continuation financing statements, any and all financing statements (including, without limitation, any amendments thereto and any “in lieu” continuation statements)fixture filings, security agreements, pledges, assignments for securityassignments, endorsements control agreements, affidavits, reports, notices, schedules of certificates accounts, letters of titleauthority, and bailee acknowledgments and all other documents (the “Additional Documents”) that Lender may request in its sole discretionacknowledgments, each in form and substance satisfactory to LenderAgent and hereby authorizes Agent to file any financing statements, amendments to financing statements, continuation to financing statements as deemed necessary or desirable by Agent and, after the occurrence and during the continuation of an Event of Default, endorsements of certificates of title, applications for title, and, in any event (whether prior to or after the occurrence of an Event of Default), all other documents that Agent reasonably may request, each in form satisfactory to Agent, to perfect and continue perfected or to better perfect Lender’s the Liens of the Lender Group (and their applicable Affiliates) in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Lender in any real property acquired after the Closing Date in which Borrower has a fee interestCollateral, and in order to fully consummate all of the transactions contemplated hereby and under the other Financing Loan Documents. To the maximum extent permitted by applicable lawApplicable Law, each Borrower authorizes Lender Agent to execute any such Additional Documents documents in such Borrower’s name and authorizes Lender the Agent to file such executed Additional Documents documents in any appropriate filing office. Without limiting the foregoing, Borrower Borrowers shall (a) give Lender the Agent prompt written notice of any Commercial Tort Claim of Borrower Borrowers not specifically identified herein on Schedule 5.10(b) and any rights of Borrower as a beneficiary under any Letter of CreditCredit Right of Borrowers. Borrower Borrowers shall grant to the Agent, for the benefit of the Lender Group (and their applicable Affiliates), a security interest in any such Commercial Tort Claim or rights of Borrower as a beneficiary under any Letter of Credit Right and the proceeds thereof, and (b) on such periodic basis as Lender the Agent shall require, (i) provide Lender Agent with a report of all new patent applicationspatents, copyright registrations or trademark applications acquired or generated by Borrower during registered copyrights, registered trademarks and licenses with respect to any of the prior period, foregoing (ii) cause all patents, copyrights, and trademarks acquired or generated by Borrower that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Borrower’s ownership thereof, (iii) cause to be prepared, executed, and delivered to Lender Agent supplemental schedules to the applicable Financing Loan Documents to identify such patents, registered copyrights and registered trademarks as being subject to the security interests created thereunder, and (iviii) execute and deliver to Lender Agent at LenderAgent’s request patent, trademark or copyright supplemental intellectual property security agreements with respect to such patents, registered trademarks or registered copyrights for filing with the appropriate filing office.

Delivery of Additional Documentation Required. At any time upon the written request of LenderAgent, Borrower shall execute and deliver to LenderAgent, any and all financing statements (including, without limitation, any amendments thereto and any “"in lieu” " continuation statements), security agreements, pledges, assignments for securityassignments, endorsements of certificates of title, bailee acknowledgments and all other documents (the “"Additional Documents”") that Lender Agent may request in its sole discretionPermitted Discretion, each in form and substance satisfactory to LenderAgent, to perfect and continue perfected or to better perfect Lender’s the Agent's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Lender Agent in any real property Real Property acquired after the Closing Date in which Borrower has a fee interestDate, and in order to fully consummate all of the transactions contemplated hereby and under the other Financing Loan Documents. To the maximum extent permitted by applicable law, Borrower authorizes Lender Agent to execute any such Additional Documents in Borrower’s 's name and authorizes Lender authorize Agent to file such executed Additional Documents in any appropriate filing office. Without limiting the foregoing, Borrower shall (a) give Lender the Agent prompt written notice of any Commercial Tort Claim of Borrower not specifically identified herein and any rights of Borrower as a beneficiary under any Letter of CreditCredit Right of Borrower. Borrower shall grant to the Agent, for the benefit of the Lender Group, a security interest in any such Commercial Tort Claim or rights of Borrower as a beneficiary under any Letter of Credit Right and the proceeds thereof, and (b) on such periodic basis as Lender Agent shall require, (i) provide Lender Agent with a report of all new patent applicationspatentable, copyright registrations copyrightable or trademark applications trademarkable materials acquired or generated by Borrower during the prior period, (ii) cause all patents, copyrights, and trademarks acquired or generated by Borrower that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Borrower’s 's ownership thereof, (iii) cause to be prepared, executed, and delivered to Lender Agent supplemental schedules to the applicable Financing Loan Documents to identify such patents, copyrights and trademarks as being subject to the security interests created thereunder, and (iv) execute and deliver to Lender Agent at Lender’s Agent's request patentPatent, trademark Trademark or copyright security agreements Copyright Security Agreements with respect to such patents, trademarks or copyrights for filing with the appropriate filing office.

Delivery of Additional Documentation Required. At Borrower authorizes Lender to file, transmit, or communicate, as applicable, Uniform Commercial Code financing statements, in lieu financing statements and amendments describing the Collateral as "all personal property of debtor" or "all assets of debtor, wherever located and whether now owned or hereafter acquired" or words of similar effect, in order to perfect Lender's Liens on the Collateral without Borrower's signature. Notwithstanding the foregoing, at any time upon the written request of Lender, Borrower shall execute (or cause to be executed) and deliver to Lender, any and all financing statements, original financing statements (including, without limitation, any amendments thereto and any “in lieu” lieu of continuation statements), Consents to Assignments, fixture filings, security agreements, pledges, assignments for securityassignments, endorsements of certificates of title, bailee acknowledgments and all other documents (the “Additional Documents”"ADDITIONAL DOCUMENTS") that Lender may request in its sole discretionPermitted Discretion, each in form and substance reasonably satisfactory to Lender, to perfect and continue perfected or to better perfect the Lender’s 's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of 40 Lender in any real property Real Property acquired after the Closing Date in which Borrower has a fee interestDate, and in order to fully consummate all of the transactions contemplated hereby and under the other Financing Loan Documents. To the maximum extent permitted by applicable law, Borrower authorizes Lender to execute any such Additional Documents in Borrower’s 's name and authorizes Lender to file such executed Additional Documents in any appropriate filing office. Without limiting Borrower also hereby ratifies its authorization for Lender to have filed in any jurisdiction any financing statements or amendments thereto if filed prior to the foregoingdate hereof. Borrower shall not terminate, amend or file a correction statement with respect to any Uniform Commercial Code financing statement filed pursuant to this SECTION 4.4 without Lender's prior written consent. In addition, Borrower agrees that, upon acquiring any interest in a Commercial Tort Claim, Borrower shall, in writing, describe the details of such claim and assign an interest thereto pursuant to documentation reasonably acceptable to Lender, and upon acquiring any Negotiable Collateral after the date hereof (electronic, tangible or otherwise), Borrower shall (a) give Lender prompt written notice of any Commercial Tort Claim of Borrower not specifically identified herein and any rights of Borrower as a beneficiary under any Letter of Credit. Borrower shall grant assign to Lender a security interest in any such Commercial Tort Claim Negotiable Collateral pursuant to documentation reasonably acceptable to Lender, or rights of Borrower as a beneficiary under any Letter of Credit and the proceeds thereofif applicable, and (b) on deliver such periodic basis as Lender shall require, (i) provide Lender with a report of all new patent applications, copyright registrations or trademark applications acquired or generated by Borrower during the prior period, (ii) cause all patents, copyrights, and trademarks acquired or generated by Borrower that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Borrower’s ownership thereof, (iii) cause to be prepared, executed, and delivered Negotiable Collateral to Lender supplemental schedules to the applicable Financing Documents to identify such patents, copyrights and trademarks as being subject to the security interests created thereunder, and (iv) execute and deliver to Lender at Lender’s request patent, trademark or copyright security agreements with respect to such patents, trademarks or copyrights for filing with the appropriate filing officeCollateral hereunder.

Delivery of Additional Documentation Required. At any time upon the written --------------------------------------------- request of Lender, Borrower shall execute and deliver to Lender, any and all financing statements, original financing statements (including, without limitation, any amendments thereto and any “in lieu” lieu of continuation statements), fixture filings, security agreements, pledges, assignments for securityassignments, endorsements of certificates of title, bailee acknowledgments and all other documents (the “"Additional ---------- Documents”") that Lender may request in its sole discretionPermitted Discretion, each in form and --------- substance satisfactory to Lender, to perfect and continue perfected or to better perfect the Lender’s 's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Lender in any real property Real Property Collateral acquired after the Closing Date in which Borrower has a fee interestDate, and in order to fully consummate all of the transactions contemplated hereby and under the other Financing Loan Documents. To the maximum extent permitted by applicable law, Borrower authorizes Lender to execute any such Additional Documents in Borrower’s 's name and authorizes Lender to file such executed Additional Documents in any appropriate filing office. Without limiting the foregoingIn addition, Borrower shall (a) give Lender prompt written notice of any Commercial Tort Claim of Borrower not specifically identified herein and any rights of Borrower as a beneficiary under any Letter of Credit. Borrower shall grant to Lender a security interest in any such Commercial Tort Claim or rights of Borrower as a beneficiary under any Letter of Credit and the proceeds thereof, and (b) on such periodic basis as Lender shall require, Borrower shall (ia) provide Lender with a report of all new patent applications, copyright registrations patentable or trademark applications copyrightable materials acquired or generated by Borrower during the prior period, (iib) cause all patents, copyrights, and trademarks acquired or generated by Borrower that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Borrower’s 's ownership thereof, and (iiic) cause to be prepared, executed, and delivered to Lender supplemental schedules to the applicable Financing Loan Documents to identify such patents, copyrights copyrights, and trademarks as being subject to the security interests created thereunder, and (iv) execute and deliver to Lender at Lender’s request patent, trademark or copyright security agreements with respect to such patents, trademarks or copyrights for filing with the appropriate filing office.

Delivery of Additional Documentation Required. At any time upon the written request of LenderAgent, Borrower Borrowers shall execute and deliver to LenderAgent, any and all financing statements (including, without limitation, any amendments thereto and any “"in lieu” " continuation statements), security agreements, pledges, assignments for securityassignments, endorsements of certificates of title, bailee acknowledgments and all other documents (the “"Additional Documents”") that Lender Agent may request in its sole discretionPermitted Discretion, each in form and substance satisfactory to LenderAgent, to perfect and continue perfected or to better perfect Lender’s the Agent's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Lender Agent in any real property Real Property acquired after the Closing Date in which Borrower has a fee interestDate, and in order to fully consummate all of the transactions contemplated hereby and under the other Financing Loan Documents. To the maximum extent permitted by applicable law, each Borrower authorizes Lender Agent to execute any such Additional Documents in the applicable Borrower’s 's name and authorizes Lender authorize Agent to file such executed Additional Documents in any appropriate filing office. Without limiting the foregoing, Borrower Borrowers shall (a) give Lender the Agent prompt written notice of any Commercial Tort Claim of Borrower Borrowers not specifically identified herein and any rights of Borrower as a beneficiary under any Letter of CreditCredit Right of any Borrower. Borrower Borrowers shall grant to the Agent, for the benefit of the Lender Group, a security interest in any such Commercial Tort Claim or rights of Borrower as a beneficiary under any Letter of Credit Right and the proceeds thereof, and (b) on such periodic basis as Lender Agent shall require, (i) provide Lender Agent with a report of all new patent applicationspatentable, copyright registrations copyrightable or trademark applications trademarkable materials acquired or generated by Borrower Borrowers during the prior period, (ii) cause all patents, copyrights, and trademarks acquired or generated by Borrower Borrowers that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Borrower’s Borrowers' ownership thereof, (iii) cause to be prepared, executed, and delivered to Lender Agent supplemental schedules to the applicable Financing Loan Documents to identify such patents, copyrights and trademarks as being subject to the security interests created thereunder, and (iv) execute and deliver to Lender Agent at Lender’s Agent's request patent, trademark or copyright security agreements Patent and Trademark Security Agreements with respect to such patents, patents or trademarks or copyrights for filing with the appropriate filing office.

Delivery of Additional Documentation Required. At any time upon the written request of the Lender, Borrower the Borrowers shall execute and deliver to the Lender, any and all financing statements (including, without limitation, any amendments thereto and any “"in lieu” " continuation statements), security agreements, pledges, assignments for securityassignments, endorsements of certificates of title, bailee acknowledgments and all other documents (the “"Additional Documents”") that the Lender may reasonably request in its sole discretionthe Lender's Discretion, each in form and substance satisfactory to the Lender, to perfect and continue perfected or to better perfect the Lender’s 's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of the Lender in any real property Real Estate acquired after the Closing Date in which Borrower has a fee interestDate, and in order to fully consummate all of the transactions contemplated hereby and under the other Financing Loan Documents. Without limiting the foregoing, the Borrowers shall give the Lender prompt written notice of any Commercial Tort Claim of either Borrowers not specifically identified herein and any Letter of Credit Right of any Borrower. The Borrowers shall grant to the Lender a security interest in any such Commercial Tort Claim or Letter of Credit Right and the proceeds thereof upon the Lender's written request. So long as no Event of Default has occurred and is continuing, the Lender agrees not to assert rights to direct the settlement of any litigation giving rise to any such Commercial Tort Claim and, upon prior written notice, to provide such documentation as the Borrowers may reasonably request to satisfy the counterparty or counterparties to any such settlement of the applicable Borrower's authority to settle such litigation. To the maximum extent permitted by applicable law, each Borrower authorizes the Lender to execute any such Additional Documents in the applicable Borrower’s 's name and authorizes authorize the Lender to file such executed Additional Documents in any appropriate filing office. Without limiting the foregoingIn addition, Borrower shall (a) give Lender prompt written notice of any Commercial Tort Claim of Borrower not specifically identified herein and any rights of Borrower as a beneficiary under any Letter of Credit. Borrower shall grant to Lender a security interest in any such Commercial Tort Claim or rights of Borrower as a beneficiary under any Letter of Credit and the proceeds thereof, and (b) on such periodic basis as the Lender shall require, the Borrowers shall (ia) provide the Lender with a report of all new patent applicationspatentable, copyright registrations copyrightable, or trademark applications trademarkable materials acquired or generated by Borrower Borrowers during the prior period, (iib) cause all patents, copyrights, and trademarks acquired or generated by Borrower Borrowers that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Borrower’s Borrowers' ownership thereofthereof promptly upon Lender's reasonable written request, taking into account the value of such intellectual property and the cost of such filing, and (iiic) cause to be prepared, executed, and delivered to the Lender supplemental schedules to the applicable Financing Loan Documents to identify such patents, copyrights copyrights, and trademarks as being subject to the security interests created thereunder, and (iv) execute and deliver to Lender at Lender’s request patent, trademark or copyright security agreements with respect to such patents, trademarks or copyrights for filing with the appropriate filing office."

Delivery of Additional Documentation Required. At any time upon the written request of Lender, Borrower Borrowers shall execute and deliver to Lender, any and all financing statements, original financing statements (including, without limitation, any amendments thereto and any “in lieu” lieu of continuation statements), fixture filings, security agreements, pledges, assignments for securityfixed charges, floating charges, debentures, assignments, endorsements of certificates of title, bailee acknowledgments and all other documents (the “"Additional Documents”") that Lender may request in its sole discretionPermitted Discretion, each in form and substance satisfactory to Lender, to perfect and continue perfected or to better perfect the Lender’s 's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Lender in any real property Real Property acquired after the Closing Date in which Borrower has a fee interestDate, and in order to fully consummate all of the transactions contemplated hereby and under the other Financing Loan Documents. To the maximum extent permitted by applicable law, each Borrower authorizes Lender to execute any such Additional Documents in the applicable Borrower’s 's name and authorizes authorize Lender to file such executed Additional Documents in any appropriate filing office. Without limiting the foregoingIn addition, Borrower shall (a) give Lender prompt written notice of any Commercial Tort Claim of Borrower not specifically identified herein and any rights of Borrower as a beneficiary under any Letter of Credit. Borrower shall grant to Lender a security interest in any such Commercial Tort Claim or rights of Borrower as a beneficiary under any Letter of Credit and the proceeds thereof, and (b) on such periodic basis as Lender shall require, Borrowers shall (ia) provide Lender with a report of all new patent applicationspatentable, copyright registrations copyrightable, or trademark applications trademarkable materials acquired or generated by Borrower Borrowers during the prior period, (iib) cause all patents, copyrights, and trademarks acquired or generated by Borrower Borrowers that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Borrower’s Borrowers' ownership thereof, and (iiic) cause to be prepared, executed, and delivered to Lender supplemental schedules to the applicable Financing Loan Documents to identify such patents, copyrights copyrights, and trademarks as being subject to the security interests created thereunder. Without limiting the foregoing, and (iv) execute and deliver to Lender at the extent deemed necessary by Lender’s request patent, trademark or copyright security agreements with respect to such patents, trademarks or copyrights for filing comply with the appropriate filing officerevisions to Article 9 of the Uniform Commercial Code, as revised by the Official Code of Georgia Annotated, to take effect July 1, 2001, Borrower shall execute any such additional documents to effect the grant of the security interest herein conveyed and assigned to Lender.

Delivery of Additional Documentation Required. At any time upon the written request of LenderAgent, Borrower shall, and shall cause each of the other Obligors to (and by execution and delivery of the Guaranty or a joinder thereto, each of the Guarantors hereby agrees to), execute and deliver to LenderAgent, any and all financing statements, original financing statements (including, without limitation, any amendments thereto and any “in lieu” lieu of continuation statements), fixture filings, mortgages, security agreements, pledges, assignments for security(including Collateral Assignments of Key Leases and Collateral Assignments of Tower Leases that are entered into by Borrower or any of its Subsidiaries at or following the closing of any Permitted Acquisition), endorsements of certificates of title, bailee acknowledgments and all other documents (the “"Additional Documents”") that Lender Agent may request in its sole discretionPermitted Discretion, each in form and substance satisfactory to LenderAgent, to perfect and continue perfected or to better perfect Lender’s the Agent's Liens in the Collateral (including Liens in joint venture interests that are acquired in a Permitted Joint Venture Acquisitions) (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Lender Agent in any real property Real Property acquired after the Closing Date (in which Borrower has a fee interestform substantially similar to the Mortgages executed on or prior to the Closing Date (subject to variations necessary to take into account local law and practice), and in order to fully consummate all of the transactions contemplated hereby and under the other Financing Loan Documents. To the maximum extent permitted by applicable law, Borrower authorizes Lender Agent to execute any such Additional Documents in Borrower’s 's name and authorizes Lender Agent to file such executed Additional Documents in any appropriate filing office. Without limiting the foregoingIn addition, Borrower shall (a) give Lender prompt written notice of any Commercial Tort Claim of Borrower not specifically identified herein and any rights of Borrower as a beneficiary under any Letter of Credit. Borrower shall grant to Lender a security interest in any such Commercial Tort Claim or rights of Borrower as a beneficiary under any Letter of Credit and the proceeds thereof, and (b) on such periodic basis as Lender Agent shall requirerequire (but so long as no Event of Default is continuing, not more frequently than monthly), Borrower shall, and shall cause each of the other Obligors to (and by execution and delivery of the Guaranty or a joinder thereto, each of the Guarantors hereby agrees to), (ia) provide Lender Agent with a report of all new patent applicationspatentable, copyright registrations copyrightable, or trademark applications trademarkable materials acquired or generated by Borrower any of the Obligors during the prior period, (iib) cause all patents, copyrights, and trademarks acquired or generated by Borrower that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Borrower’s the applicable Obligor's ownership thereof, and (iiic) cause to be prepared, executed, and delivered to Lender Agent supplemental schedules to the applicable Financing Loan Documents to identify such patents, copyrights copyrights, and trademarks as being subject to the security interests created thereunder, and (iv) execute and deliver to Lender at Lender’s request patent, trademark or copyright security agreements with respect to such patents, trademarks or copyrights for filing with the appropriate filing office.

Delivery of Additional Documentation Required. At any time upon the written request of LenderAgent, Borrower shall execute and deliver to LenderAgent, any and all financing statements, original financing statements (including, without limitation, any amendments thereto and any “in lieu” lieu of continuation statements), fixture filings, security agreements, pledges, assignments for securityassignments, endorsements of certificates of title, bailee acknowledgments and all other documents (the “"Additional Documents”") that Lender Agent may request in its sole discretionPermitted Discretion, each in form and substance satisfactory to LenderAgent, to perfect and continue perfected or to better perfect Lender’s the Agent's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Lender Agent in any real property Real Property (excluding office leases) acquired after the Closing Date in which Borrower has a fee interestDate, and in order to fully consummate all of the transactions contemplated hereby and under the other Financing Loan Documents. To the maximum extent permitted by applicable law, Borrower authorizes Lender Agent to execute any such Additional Documents in Borrower’s 's name and authorizes Lender Agent to file such executed Additional Documents in any appropriate filing office. Without limiting In addition, on such periodic basis as Agent shall require per Section 4 of the foregoingIntellectual Property Security Agreement and as referenced in Section 6.2, Borrower shall (a) give Lender prompt written notice of any Commercial Tort Claim of Borrower not specifically identified herein and any rights of Borrower as a beneficiary under any Letter of Credit. Borrower shall grant to Lender a security interest in any such Commercial Tort Claim or rights of Borrower as a beneficiary under any Letter of Credit and the proceeds thereof, and (b) on such periodic basis as Lender shall require, (i) provide Lender Agent with a report of all new patent applicationsmaterial patentable, copyright registrations copyrightable, or trademark applications trademarkable materials acquired or generated by Borrower during the prior period, (iib) if in Borrower's reasonable business judgment, in light of Borrower's business and operations and Agent's security interest in the intellectual property collateral, Accounts and Inventory, the registration of such intellectual property is warranted (based on Borrower's practices with respect to registering intellectual property as of the Closing Date as disclosed to Agent on or before the Closing Date), cause all patents, copyrights, and trademarks acquired or generated by Borrower that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Borrower’s 's ownership thereof, and (iiic) cause to be prepared, executed, and delivered to Lender Agent supplemental schedules to the applicable Financing Loan Documents to identify such patents, copyrights copyrights, and trademarks as being subject to the security interests created thereunder, and (iv) execute and deliver to Lender at Lender’s request patent, trademark or copyright security agreements with respect to such patents, trademarks or copyrights for filing with the appropriate filing office.

Delivery of Additional Documentation Required. At any time upon the written request of Lender, Borrower Borrowers shall execute and deliver to Lender, Lender any and all financing statements (includingdescribing the Collateral or any part thereof, without limitation, any amendments thereto and any “original financing statements in lieu” lieu of continuation statements), fixture filings, security agreements, pledges, assignments for securityassignments, endorsements of certificates of title, bailee acknowledgments and all other documents (the “"Additional Documents”") that Lender may request in its sole discretionPermitted Discretion, each in form and substance satisfactory to Lender, to protect and perfect and continue perfected or to better perfect Lender’s 's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Lender in any real property Real Property acquired after the Closing Date in which Borrower has a fee interestDate, and in order to fully consummate all of the transactions contemplated hereby and under the other Financing Loan Documents. To the maximum extent permitted by applicable law, each Borrower authorizes Lender to execute any such Additional Documents in the applicable Borrower’s 's name and authorizes authorize Lender to file such executed Additional Documents in any appropriate filing office. Without limiting the foregoingIn addition, Borrower shall (a) give Lender prompt written notice of any Commercial Tort Claim of Borrower not specifically identified herein and any rights of Borrower as a beneficiary under any Letter of Credit. Borrower shall grant to Lender a security interest in any such Commercial Tort Claim or rights of Borrower as a beneficiary under any Letter of Credit and the proceeds thereof, and (b) on such periodic basis as Lender shall reasonably require, Borrowers shall (ia) provide Lender with a report of all new patent applicationspatentable, copyright registrations copyrightable, or trademark applications trademarkable materials acquired or generated by Borrower Borrowers during the prior period, (iib) cause all patents, copyrights, and trademarks acquired or generated by Borrower Borrowers that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Borrower’s Borrowers' ownership thereof, and (iiic) cause to be prepared, executed, and delivered to Lender supplemental schedules to the applicable Financing Loan Documents to identify such patents, copyrights copyrights, and trademarks as being subject to the security interests created thereunder, and (iv) execute and deliver to Lender at Lender’s request patent, trademark or copyright security agreements with respect to such patents, trademarks or copyrights for filing with the appropriate filing office.

Delivery of Additional Documentation Required. At any time upon the written request of Lender, Borrower shall execute and deliver to Lender, any and all financing statements, original financing statements (including, without limitation, any amendments thereto and any “in lieu” lieu of continuation statements), fixture filings, security agreements, pledges, assignments for securityassignments, endorsements of certificates of title, bailee acknowledgments and all other documents (the “"Additional Documents”") that Lender may request in its sole discretionPermitted Discretion, each in form and substance satisfactory to Lender, to perfect and continue perfected or to better perfect the Lender’s 's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Lender in any real property Real Property acquired after the Closing Date in which Borrower has a fee interestDate, and in order to fully consummate all of the transactions contemplated hereby and under the other Financing Loan Documents. To the maximum extent permitted by applicable law, Borrower authorizes Lender to execute any such Additional Documents in Borrower’s 's name and authorizes Lender to file such executed Additional Documents in any appropriate filing office. Without limiting the foregoingIn addition, Borrower shall (a) give Lender prompt written notice of any Commercial Tort Claim of Borrower not specifically identified herein and any rights of Borrower as a beneficiary under any Letter of Credit. Borrower shall grant to Lender a security interest in any such Commercial Tort Claim or rights of Borrower as a beneficiary under any Letter of Credit and the proceeds thereof, and (b) on such periodic basis as Lender shall require, Borrower shall (ia) provide Lender with a report of all new patent applicationspatentable, copyright registrations copyrightable, or trademark applications trademarkable materials acquired or generated by Borrower during the prior period, (iib) cause all patents, copyrights, and trademarks acquired or generated by Borrower that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Borrower’s 's ownership thereof, and (iiic) cause to be prepared, executed, and delivered to Lender supplemental schedules to the applicable Financing Loan Documents to identify such patents, copyrights copyrights, and trademarks as being subject to the security interests created thereunder, and (iv) execute and deliver to Lender at Lender’s request patent, trademark or copyright security agreements with respect to such patents, trademarks or copyrights for filing with the appropriate filing office.

Delivery of Additional Documentation Required. At any time upon the written request of LenderFoothill, Borrower shall (and shall cause each of the other Obligors (including each new License Sub or Station Sub, whether Restricted Subsidiary or Unrestricted Subsidiary) to, and, by its execution and delivery of the Guaranty or a joinder thereto, each of the Guarantors (including each new License Sub or Station Sub) hereby agrees to) execute and deliver to Lender, any and Foothill all financing statements (includingstatements, without limitationcontinuation financing statements, any amendments thereto and any “in lieu” continuation statements)fixture filings, security agreements, pledges, assignments for securityassignments, collateral assignments, mortgages, leasehold mortgages, deeds of trust, leasehold deeds of trust, endorsements of certificates of title, bailee acknowledgments applications for title, affidavits, reports, notices, schedules of accounts, letters of authority, and all other documents (the “Additional Documents”) that Lender Foothill reasonably may request in its sole discretionrequest, each in form and substance satisfactory to LenderFoothill, to perfect and continue perfected or to better perfect Lender’s Liens Foothill's security interests in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Lender in any real property acquired after the Closing Date in which Borrower has a fee interest, and in order to fully consummate all of the transactions contemplated hereby and under the other Financing Loan Documents. To In this regard and without limiting the maximum extent permitted by applicable law, Borrower authorizes Lender to execute any such Additional Documents in Borrower’s name and authorizes Lender to file such executed Additional Documents in any appropriate filing office. Without limiting generality of the foregoing, Foothill shall have the right to require Borrower shall to: (a) give Lender prompt written notice of any Commercial Tort Claim of Borrower not specifically identified herein obtain phase-I environmental reports and any rights of Borrower as a beneficiary under any Letter of Credit. Borrower shall grant real estate surveys with respect to Lender a security interest the Real Property Collateral from environmental consultants and surveyors and setting forth results, in any such Commercial Tort Claim or rights of Borrower as a beneficiary under any Letter of Credit and the proceeds thereofeach case, and acceptable to Foothill in its sole discretion; (b) on at such periodic basis time or times as Lender shall require, (i) provide Lender with a report of all new patent applications, Borrower or any Guarantor acquires any copyright registrations or trademark applications acquired or generated by Borrower during the prior period, (ii) cause all patents, copyrights, and trademarks acquired or generated by Borrower that are not already the subject of a registration registered with the appropriate filing office (United States Copyright Office or an application therefor diligently prosecuted) to be registered applies for registration of any copyright with such appropriate filing office in a manner sufficient to impart constructive notice of Borrower’s ownership thereofthe United States Copyright Office, (iii) cause to be prepared, executed, and delivered to Lender supplemental schedules to the applicable Financing Documents to identify such patents, copyrights and trademarks as being subject to the security interests created thereunder, and (iv) execute and deliver (or cause such Guarantor to Lender at Lender’s request patentexecute and deliver (and, trademark by its execution and delivery of the Guaranty or a joinder thereto, each of the Guarantors hereby agrees to execute and deliver)) promptly a Copyright Security Agreement or joinder or supplement thereto in respect of such copyrights or copyright security agreements applications; (c) cause CRLA to execute and deliver a Mortgage with respect to such patents, trademarks or copyrights for filing the Real Property that it is to acquire in Southern California that is referred to as the "Mira Loma" site; and (d) cause CRNY to execute and deliver a Collateral Assignment of Tower Lease with the appropriate filing officerespect to its new Tower Lease.

Delivery of Additional Documentation Required. At any time upon the written request of Lender, Borrower Borrowers shall execute and deliver to Lender, any and all financing statements, original financing statements (including, without limitation, any amendments thereto and any “in lieu” lieu of continuation statements), fixture filings, security agreements, pledges, assignments for securitymortgages, surveys, assignments, endorsements of certificates of title, bailee acknowledgments and all other documents (the “"Additional Documents”") that Lender may request in its sole discretionPermitted Discretion, each in form and substance reasonably satisfactory to Lender, to perfect and continue perfected or to better perfect the Lender’s 's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Lender in any real property Real Property acquired by any Borrower after the Closing Date in which Borrower has a fee interestDate, and in order to fully consummate all of the transactions contemplated hereby and under the other Financing Loan Documents. To the maximum extent permitted by applicable law, each Borrower authorizes Lender to execute any such Additional Documents in the applicable Borrower’s 's name and authorizes authorize Lender to file such executed Additional Documents in any appropriate filing office. Without limiting the foregoingIn addition, Borrower shall (a) give Lender prompt written notice of any Commercial Tort Claim of Borrower not specifically identified herein and any rights of Borrower as a beneficiary under any Letter of Credit. Borrower shall grant to Lender a security interest in any such Commercial Tort Claim or rights of Borrower as a beneficiary under any Letter of Credit and the proceeds thereof, and (b) on such periodic basis as Lender shall require, Borrowers shall (ia) to the extent required pursuant to Section 6.16, provide Lender with a report of all new patent applicationspatentable, copyright registrations copyrightable, or trademark applications trademarkable materials acquired or generated by Borrower Borrowers during the prior period, (iib) to the extent required pursuant to Section 6.16, cause all patents, copyrightsCopyrights, and trademarks acquired or generated by Borrower Borrowers that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Borrower’s Borrowers' ownership thereof, and (iiic) cause to be prepared, executed, and delivered to Lender supplemental schedules to the applicable Financing Loan Documents to identify such patents, copyrights Copyrights, and trademarks as being subject to the security interests created thereunder, and (iv) execute and deliver to Lender at Lender’s request patent, trademark or copyright security agreements with respect to such patents, trademarks or copyrights for filing with the appropriate filing office.

Delivery of Additional Documentation Required. At any time upon the written request of Lender, Borrower shall execute and deliver to Lender, any and all financing statements (including, without limitation, any amendments thereto and any “in lieu” continuation statements), security agreements, pledges, assignments for securityassignments, endorsements of certificates of title, bailee acknowledgments and all other instruments or documents (the “Additional Documents”) that Lender may request in its sole discretionPermitted Discretion, each in form and substance satisfactory to Lender, to perfect and continue perfected or to better perfect the Lender’s Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Lender in any real property acquired after the Closing Date in which Borrower has a fee interest, and in order to fully consummate all of the transactions contemplated hereby and under the other Financing Loan Documents. To the maximum extent permitted by applicable law, Borrower authorizes Lender to execute any such Additional Documents in Borrower’s name and authorizes Lender to file such executed Additional Documents in any appropriate filing office. , including, without limitation, financing statements designating collateral as “all assets.” Without limiting the foregoing, Borrower shall (a) give the Lender prompt written notice of any Commercial Tort Claim of Borrower not specifically identified herein and any rights of Borrower as a beneficiary under any Letter of CreditCredit Right of Borrower. Borrower shall grant to Lender the Lender, for the benefit of the Lender, a security interest in any such Commercial Tort Claim or rights of Borrower as a beneficiary under any Letter of Credit Right and the proceeds thereof, and (b) on such periodic basis as Lender shall require, (i) provide Lender with a report of all new patent applicationspatentable, copyright registrations copyrightable or trademark applications trademarkable materials acquired or generated by Borrower during the prior period, (ii) cause all patents, copyrights, and trademarks acquired or generated by Borrower that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Borrower’s ownership thereof, (iii) cause to be prepared, executed, and delivered to Lender supplemental schedules to the applicable Financing Loan Documents to identify such patents, copyrights and trademarks as being subject to the security interests created thereunder, and (iv) execute and deliver to Lender at Lender’s request patentPatent, trademark Trademark or copyright security agreements Copyright Security Agreements with respect to such patents, trademarks or copyrights for filing with the appropriate filing office.

Delivery of Additional Documentation Required. Subject to the terms of the Intercreditor Agreement: Each Grantor authorizes the Collateral Agent to file any financing statement necessary or desirable to effectuate the transactions contemplated by this Agreement and any other Noteholder Documents, and any continuation statement or amendment with respect thereto, in any appropriate filing office without the signature of each Grantor where permitted by applicable law and describing the Collateral in the same manner as described herein or in any other manner as the Collateral Agent may determine is necessary, advisable or prudent, including, without limitation, describing such property as “all assets” or “all personal property whether now owned or hereafter acquired.” Each Grantor hereby ratifies the filing of any financing statement filed without the signature of each Grantor prior to the date hereof. At any time upon the written request of Lenderthe Collateral Agent, Borrower each Grantor shall execute and deliver to Lenderthe Collateral Agent, any and all financing statements, original financing statements (including, without limitation, any amendments thereto and any “in lieu” lieu of continuation statements), fixture filings, security agreements, pledges, assignments for securityassignments, endorsements of certificates of title, bailee acknowledgments and all other documents (the “Additional Documents”) that Lender the Collateral Agent may request in its sole discretion, each in form and substance reasonably satisfactory to Lenderthe Collateral Agent, to perfect and continue perfected or to better perfect Lenderthe Collateral Agent’s Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Lender in any real property acquired after the Closing Date in which Borrower has a fee interest, and in order to fully consummate all of the transactions contemplated hereby and under the other Financing Noteholder Documents. To the maximum extent permitted by applicable lawIn addition, Borrower authorizes Lender to execute any such Additional Documents in Borrower’s name and authorizes Lender to file such executed Additional Documents in any appropriate filing office. Without limiting the foregoing, Borrower shall (a) give Lender prompt written notice of any Commercial Tort Claim of Borrower not specifically identified herein and any rights of Borrower as a beneficiary under any Letter of Credit. Borrower shall grant to Lender a security interest in any such Commercial Tort Claim or rights of Borrower as a beneficiary under any Letter of Credit and the proceeds thereof, and (b) on such periodic basis as Lender the Collateral Agent shall reasonably require, each Grantor shall (ia) provide Lender the Collateral Agent with a report of all new patent applicationsmaterial patentable, copyright registrations copyrightable, or trademark applications trademarkable materials acquired or generated by Borrower each Grantor during the prior period, (iib) cause all patents, copyrights, material Patents and trademarks Trademarks acquired or generated by Borrower each Grantor that are necessary in the conduct of each Grantor’s business and that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Borrowereach Grantor’s ownership thereof, (iiic) solely at the reasonable request of the Collateral Agent (but not otherwise), cause all material Copyrights acquired or generated by each Grantor that are necessary in the conduct of each Grantor’s business and that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of each Grantor’s ownership thereof, and (d) cause to be prepared, executed, and delivered to Lender the Collateral Agent supplemental schedules to the applicable Financing Documents Noteholder Document to identify such patentsmaterial Patents and Copyrights to the extent registered after the date hereof, copyrights and trademarks such material Trademarks as being subject to the security interests created thereunder, and (iv) execute and deliver to Lender at Lender’s request patent, trademark or copyright security agreements with respect to such patents, trademarks or copyrights for filing with the appropriate filing officehereunder.

Delivery of Additional Documentation Required. At any time upon the written request of LenderAgent, Borrower shall, and shall cause each of the other Obligors to (and by execution and delivery of the Guaranty or a joinder thereto, each of the Guarantors hereby agrees to), execute and deliver to LenderAgent, any and all financing statements, original financing statements (including, without limitation, any amendments thereto and any “in lieu” lieu of continuation statements), fixture filings, mortgages, security agreements, pledges, assignments for security(including Collateral Assignments of Key Leases and Collateral Assignments of Tower Leases that are entered into by Borrower or any of its Subsidiaries at or following the closing of any Permitted Acquisition), endorsements of certificates of title, bailee acknowledgments and all other documents (the “Additional Documents”) that Lender Agent may request in its sole discretionPermitted Discretion, each in form and substance satisfactory to LenderAgent, subject to the Senior Loan Liens and the Senior Lender Rights, to perfect and continue perfected or to better perfect Lenderperfect, the Agent’s Liens in the Collateral (including Liens in joint venture interests that are acquired in a Permitted Joint Venture Acquisitions) (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Lender Agent in any real property Real Property acquired after the Closing Date (in which Borrower has a fee interestform substantially similar to the Mortgages executed on or prior to the Closing Date (subject to variations necessary to take into account local law and practice), and in order to fully consummate all of the transactions contemplated hereby and under the other Financing Loan Documents. To the maximum extent permitted by applicable law, Borrower authorizes Lender Agent to execute any such Additional Documents in Borrower’s name and authorizes Lender Agent to file such executed Additional Documents in any appropriate filing office. Without limiting the foregoingIn addition, Borrower shall (a) give Lender prompt written notice of any Commercial Tort Claim of Borrower not specifically identified herein and any rights of Borrower as a beneficiary under any Letter of Credit. Borrower shall grant to Lender a security interest in any such Commercial Tort Claim or rights of Borrower as a beneficiary under any Letter of Credit and the proceeds thereof, and (b) on such periodic basis as Lender Agent shall requirerequire (but so long as no Event of Default is continuing, not more frequently than monthly), Borrower shall, and shall cause each of the other Obligors to (and by execution and delivery of the Guaranty or a joinder thereto, each of the Guarantors hereby agrees to), (ia) provide Lender Agent with a report of all new patent applicationspatentable, copyright registrations copyrightable, or trademark applications trademarkable materials acquired or generated by Borrower any of the Obligors during the prior period, (iib) cause all patents, copyrights, and trademarks acquired or generated by Borrower that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Borrowerthe applicable Obligor’s ownership thereof, and (iiic) cause to be prepared, executed, and delivered to Lender Agent supplemental schedules to the applicable Financing Loan Documents to identify such patents, copyrights copyrights, and trademarks as being subject to the security interests created thereunder, and (iv) execute and deliver to Lender at Lender’s request patent, trademark or copyright security agreements with respect to such patents, trademarks or copyrights for filing with the appropriate filing office.

Delivery of Additional Documentation Required. At any time upon the written request of LenderCollateral Agent, Borrower shall execute and deliver to LenderCollateral Agent, any and all financing statements, original financing statements (including, without limitation, any amendments thereto and any “in lieu” lieu of continuation statements), fixture filings, security agreements, pledges, assignments for securityassignments, endorsements of certificates of title, bailee acknowledgments and all other documents (the “Additional Documents”) that Lender Collateral Agent may request in its sole discretionPermitted Discretion, each in form and substance satisfactory to LenderCollateral Agent, to perfect and continue perfected or to better perfect Lenderthe Lender Group’s Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Collateral Agent or Agent, for the benefit of the Lender Group, in any real property Real Property acquired after the Closing Date in which Borrower has a fee interestDate, and in order to fully consummate all of the transactions contemplated hereby and under the other Financing Loan Documents. To the maximum extent permitted by applicable law, Borrower authorizes Lender Collateral Agent to execute any such Additional Documents in Borrower’s name and authorizes Lender Collateral Agent to file such executed Additional Documents in any appropriate filing office. Without limiting the foregoingIn addition, on such periodic basis as Collateral Agent shall require, Borrower shall (a) give Lender prompt written notice of any Commercial Tort Claim of Borrower not specifically identified herein and any rights of Borrower as a beneficiary under any Letter of Credit. Borrower shall grant to Lender a security interest in any such Commercial Tort Claim or rights of Borrower as a beneficiary under any Letter of Credit and the proceeds thereof, and (b) on such periodic basis as Lender shall require, (i) provide Lender Collateral Agent with a report of all new patent applicationspatentable, copyright registrations copyrightable, or trademark applications trademarkable materials acquired or generated by Borrower during the prior period, (iib) cause all patents, copyrights, and trademarks acquired or generated by Borrower that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Borrower’s ownership thereof, and (iiic) cause to be prepared, executed, and delivered to Lender Collateral Agent supplemental schedules to the applicable Financing Loan Documents to identify such patents, copyrights copyrights, and trademarks as being subject to the security interests created thereunder, and (iv) execute and deliver to Lender at Lender’s request patent, trademark or copyright security agreements with respect to such patents, trademarks or copyrights for filing with the appropriate filing office.

Delivery of Additional Documentation Required. At any time upon the written reasonable request of LenderAgent, Borrower shall execute and deliver to LenderAgent, any and all financing statements (including, without limitation, any amendments thereto and any “"in lieu” " continuation statements), security agreements, pledges, assignments for securityassignments, endorsements of certificates of title, bailee acknowledgments and all other documents (the “"Additional Documents”") that Lender Agent may request in its sole discretionPermitted Discretion, each in form and substance satisfactory to LenderAgent, to perfect and continue perfected or to better perfect Lender’s the Agent's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Lender Agent in any real property Real Property acquired after the Closing Date in which Borrower has a fee interestDate, and in order to fully consummate all of the transactions contemplated hereby and under the other Financing Loan Documents. To the maximum extent permitted by applicable law, Borrower authorizes Lender Agent to execute any such Additional Documents in Borrower’s 's name and authorizes Lender authorize Agent to file such executed Additional Documents in any appropriate filing office. Without limiting the foregoing, Borrower shall (a) give Lender the Agent prompt written notice of any Commercial Tort Claim of Borrower not specifically identified herein and any rights of Borrower as a beneficiary under any Letter of CreditCredit Right of Borrower. Borrower shall grant to the Agent, for the benefit of the Lender Group, a security interest in any such Commercial Tort Claim or rights of Borrower as a beneficiary under any Letter of Credit Right and the proceeds thereof, and (b) on such periodic basis as Lender Agent shall require, (i) provide Lender Agent with a report of all new patent applicationspatentable, copyright registrations copyrightable or trademark applications trademarkable materials acquired or generated by Borrower during the prior period, (ii) cause all patents, copyrights, and trademarks acquired or generated by Borrower that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Borrower’s 's ownership thereof, (iii) cause to be prepared, executed, and delivered to Lender Agent supplemental schedules to the applicable Financing Loan Documents to identify such patents, copyrights and trademarks as being subject to the security interests created thereunder, and (iv) execute and deliver to Lender Agent at Lender’s Agent's request patentPatent, trademark Trademark or copyright security agreements Copyright Security Agreements with respect to such patents, trademarks or copyrights for filing with the appropriate filing office.

Delivery of Additional Documentation Required. At any time upon the written request of LenderAgent, Borrower the Borrowers and the US LLC shall execute and deliver to LenderAgent, any and all financing statements (including, without limitation, any amendments thereto and any “"in lieu” " continuation statements), security agreements, pledges, assignments for securityassignments, endorsements of certificates of title, bailee acknowledgments and all other documents (the “"Additional Documents”") that Lender Agent may request in its sole discretionPermitted Discretion, each in form and substance satisfactory to LenderAgent, to perfect and continue perfected or to better perfect Lender’s the Agent's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Lender in any real property acquired after the Closing Date in which Borrower has a fee interest, and in order to fully consummate all of the transactions contemplated hereby and under the other Financing Loan Documents; provided that, notwithstanding any provision of the Loan Documents to the contrary, neither the Borrowers and US LLC nor any other Loan Party shall be required to effect or execute, deliver or (if applicable) file (i) any bailee acknowledgements, (ii) any Collateral Access Agreements except as contemplated by Section 3.1(d) or Section 6.9, (iii) any intellectual property registrations, applications, security filings or documentation related thereto except as contemplated by the last sentence of this Section 4.5, or (iv) any Control Agreements with respect to the Disbursement Accounts Securities Accounts as permitted in Section 7.17. To the maximum extent permitted by applicable law, each Borrower and the US LLC authorizes Lender Agent (in the event any Borrower or the US LLC fails to do so upon request of Agent referred to in the preceding sentence) to execute any such Additional Documents in the applicable Borrower’s 's or the US LLC's name and authorizes Lender Agent to file such executed Additional Documents in any appropriate filing office. Without limiting the foregoing, Borrower the Borrowers and the US LLC shall (a) give Lender the Agent prompt written notice of any Commercial Tort Claim of Borrower the Borrowers or the US LLC not specifically identified herein and any rights of Borrower as a beneficiary under any Letter of Credit. Credit Right of any Borrower or the US LLC and the Borrowers and the US LLC shall grant to the Agent, for the benefit of the Lender Group and any other holder of Obligations, a security interest in any such Commercial Tort Claim or rights of Borrower as a beneficiary under any Letter of Credit Right and the proceeds thereof, and (b) on such periodic basis as Lender shall requireat the times and in the manner set forth in Sections 6.17 and 6.19 of this Agreement, (i) provide Lender Agent with a report of all new patent applicationspatent, copyright and trademark registrations and applications therefor by the Borrowers or trademark applications acquired or generated by Borrower the US LLC during the prior period, (ii) cause all patents, copyrights, and trademarks acquired or generated by Borrower that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of Borrower’s ownership thereof, (iii) cause to be prepared, executed, and delivered to Lender Agent supplemental schedules to the applicable Financing Loan Documents to identify such patentspatent, copyrights copyright and trademarks trademark registrations and applications therefor as being subject to the security interests created thereunder, and (iviii) execute and deliver to Lender Agent at Lender’s Agent's request supplemental Patent, Trademark or Copyright Security Agreements with respect to such patent, trademark or copyright security agreements with respect to such patents, trademarks or copyrights registrations and applications therefor for filing with the appropriate filing officeoffices in the United States and Canada.

Delivery of Additional Documentation Required. At any time upon the written request of Lender, Borrower shall execute and deliver to Lender, any and all financing statements (including, without limitation, any amendments thereto and any “in lieu” continuation statements), security agreements, pledges, assignments for securityassignments, endorsements of certificates of title, bailee acknowledgments and all other documents (the “Additional Documents”) that Lender may request in its sole discretionreasonably request, each in form and substance reasonably satisfactory to Lender, to perfect and continue perfected or to better perfect the Lender’s Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Lender in any real property acquired after the Closing Date in which Borrower has a fee interestDate, and in order to fully consummate all of the transactions contemplated hereby and under the other Financing Documents. To the maximum extent permitted by applicable law, Borrower authorizes Lender to execute any such Additional Documents in the Borrower’s name and authorizes authorize Lender to file such executed Additional Documents in any appropriate filing office. Without limiting the foregoing, Borrower shall (a) give the Lender prompt written notice of any Commercial Tort Claim of a Borrower not specifically identified herein which has a value in excess of $100,000 and any rights of Borrower as a beneficiary under any Letter of CreditCredit Right of any Borrower. Borrower shall grant to the Lender a security interest in any such Commercial Tort Claim or rights of Borrower as a beneficiary under any Letter of Credit Right and the proceeds thereof, and (b) on such periodic basis as Lender shall reasonably require, (i) provide Lender with a report of all new patent applicationspatentable, copyright registrations copyrightable or trademark applications trademarkable materials acquired or generated by any Borrower during the prior period, (ii) cause all patents, copyrights, and trademarks acquired or generated by any Borrower that are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of a Borrower’s ownership thereof, (iii) cause to be prepared, executed, and delivered to Lender supplemental schedules to the applicable Financing Loan Documents to identify such patents, copyrights and trademarks as being subject to the security interests created thereunder, and (iv) execute and deliver to Lender at Lender’s request patent, trademark or copyright security agreements with respect to such patents, trademarks or copyrights for filing with the appropriate filing office.