Common use of Filing of Financing Statements; Commercial Tort Claims; Delivery of Additional Documentation Required Clause in Contracts

Filing of Financing Statements; Commercial Tort Claims; Delivery of Additional Documentation Required. Each Borrower authorizes Agent to file any financing statement required hereunder, and any continuation statement or amendment with respect thereto, in any appropriate filing office without the signature of such Borrower where permitted by applicable law. Each Borrower hereby ratifies the filing of any financing statement, and any continuation statement or amendment with respect thereto, filed without the signature of such Borrower prior to the date hereof. If any Borrower acquires any commercial tort claim (the gross recovery from which could reasonably be expected to exceed $100,000) after the date hereof, such Borrower shall immediately (but in any event within 10 days after such acquisition) deliver to Agent a written description of such commercial tort claim and shall deliver a written agreement, in form and substance satisfactory to Agent, pursuant to which such Borrower shall pledge and collaterally assign all of its right, title and interest in and to such commercial tort claim to Agent, for the benefit of the Lender Group, as security for the Obligations (a "Collateral Assignment of Commercial Tort Claim"). At any time upon the request of Agent, Borrowers shall execute and deliver to Agent, and cause their Subsidiaries to execute and deliver to Agent, any and all financing statements, original financing statements in lieu of continuation statements, amendments to financing statements, fixture filings, security agreements, pledges, assignments, Collateral Assignments of Commercial Tort Claim, endorsements of certificates of title, and all other documents (collectively, the "Additional Documents") that Agent may request in its Permitted Discretion, in form and substance satisfactory to Agent, to create and perfect and continue perfected or better perfect the Agent's Liens in the Collateral (whether now owned or hereafter arising or acquired, tangible or intangible, real or personal), to create and perfect Liens in favor of Agent in any Owned Real Property acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents, including any Mortgages. To the maximum extent permitted by applicable law, each Borrower authorizes Agent to execute any such Additional Documents in the applicable Borrower's name and authorize Agent to file such executed Additional Documents in any appropriate filing office. To the maximum extent permitted by applicable law, each Borrower authorizes the filing of any such Additional Documents without the signature of such Borrower in any appropriate filing office. In addition, on such periodic basis as Agent shall require, Borrowers shall (i) provide Agent with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Borrowers during the prior period, (ii) cause all patents, copyrights, and trademarks acquired or generated by 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 Borrowers' ownership thereof, and (iii) cause to be prepared, executed, and delivered to Agent supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.

Filing of Financing Statements; Commercial Tort Claims; Delivery of Additional Documentation Required. Each Borrower authorizes Agent Lender to file any financing statement required hereundernecessary or desirable to effectuate the transactions contemplated by the Loan Documents, and any continuation statement or amendment with respect thereto, in any appropriate filing office without the signature of such Borrower where permitted by applicable law. Each Borrower hereby ratifies the filing of any financing statement, and any continuation statement or amendment with respect thereto, filed without the signature of such Borrower prior to the date hereof. If any Borrower acquires any commercial tort claim (the gross recovery from which could reasonably be expected to exceed $100,000) after the date hereof, such Borrower shall immediately (but in any event within 10 days after such acquisition) deliver to Agent a written description of such commercial tort claim and shall deliver a written agreement, in form and substance satisfactory to Agent, pursuant to which such Borrower shall pledge and collaterally assign all of its right, title and interest in and to such commercial tort claim to Agent, for the benefit of the Lender Group, as security for the Obligations (a "Collateral Assignment of Commercial Tort Claim"). At any time upon the request of AgentLender, Borrowers Borrower shall execute and or deliver to Agent, and cause their Subsidiaries to execute and deliver to Agent, Lender any and all financing statements, original financing statements in lieu of continuation statements, amendments to financing statements, fixture filings, security agreements, pledges, assignments, Collateral Assignments of Commercial Tort Claim, endorsements of certificates of title, and all other documents (collectively, the "“Additional Documents"”) that Agent Lender may request in its Permitted Discretionreasonable discretion, in form and substance satisfactory to AgentLender, to create and perfect create, perfect, and continue perfected or to better perfect the Agent's Lender’s Liens in the Borrower Collateral (whether now owned or hereafter arising or acquired, tangible or intangible, real or personal), to create and perfect Liens in favor of Agent Lender in any Owned Real Property Borrower Collateral acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents, including any Mortgages. To the maximum extent permitted by applicable law, each Borrower authorizes Agent to execute any such Additional Documents in the applicable Borrower's name and authorize Agent Lender to file such executed Additional Documents in any appropriate filing office. To the maximum extent permitted by applicable law, each Borrower authorizes the filing of any such Additional Documents without the signature of such Borrower in any appropriate filing office. In addition, on such periodic basis as Agent shall require, Borrowers shall (i) provide Agent with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Borrowers during the prior period, (ii) cause all patents, copyrights, and trademarks acquired or generated by 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 Borrowers' ownership thereof, and (iii) cause to be prepared, executed, and delivered to Agent supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.

Filing of Financing Statements; Commercial Tort Claims; Delivery of Additional Documentation Required. (a) Each Borrower authorizes Agent to file any financing statement required hereunder, and any continuation statement or amendment with respect thereto, in any appropriate filing office without the signature of such Borrower where permitted by applicable law. Each Borrower hereby ratifies the filing of any financing statement, and any continuation statement or amendment with respect thereto, filed without the signature of such Borrower prior to the date hereof. Agent shall endeavor to promptly deliver to Administrative Borrower a copy of each such financing statement so filed by Agent. (b) If any Borrower acquires any commercial tort claim (the gross recovery from which could reasonably be expected to exceed $100,000) claims after the date hereof, such Borrower shall immediately (but in any event within 10 days after such acquisition) deliver to Agent a written description of such commercial tort claim and shall deliver a written agreement, in form and substance satisfactory to Agent, pursuant to which such Borrower shall pledge and collaterally assign all of its right, title and interest in and to such commercial tort claim to Agent, for the benefit of the Lender Group, as security for the Obligations (a "Collateral Assignment of Commercial Tort ClaimClaim Assignment"). (c) At any time upon the request of Agent, Borrowers shall execute and deliver to Agent, and cause their its Subsidiaries that are Guarantors to execute and deliver to Agent, any and all financing statements, original financing statements in lieu of continuation statements, amendments to financing statements, fixture filings, security agreements, pledges, assignments, Collateral Assignments of Commercial Tort ClaimClaim Assignments, endorsements of certificates of title, and all other documents (collectively, the "Additional Documents") that Agent may request in its Permitted Discretion, in form and substance satisfactory to Agent, to create and perfect and continue perfected or better perfect the Agent's Liens in the Collateral (whether now owned or hereafter arising or acquired, tangible or intangible, real or personal), to create and perfect Liens in favor of Agent in any Owned Real Property acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents, including any Mortgages. To the maximum extent permitted by applicable law, each Borrower authorizes Agent to execute any such Additional Documents in the applicable Borrower's name and authorize Agent to file such executed Additional Documents in any appropriate filing office. To the maximum extent permitted by applicable law, each Borrower authorizes the filing of any such Additional Documents without the signature of such Borrower in any appropriate filing office. In addition, on such periodic basis as Agent shall require, Borrowers shall (i) provide Agent with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Borrowers during the prior period, (ii) cause all patents, copyrights, and trademarks acquired or generated by 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 Borrowers' ownership thereof, and (iii) cause to be prepared, executed, and delivered to Agent supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.

Filing of Financing Statements; Commercial Tort Claims; Delivery of Additional Documentation Required. (a) Each Borrower Debtor shall and hereby authorizes the Collateral Agent to file any financing statement required hereundernecessary or desirable to effectuate the transactions contemplated by the Indenture Documents, and any continuation statement or amendment with respect thereto, in any appropriate filing office without office; provided, however, that no such authorization shall obligate the signature of Collateral Agent to make any such Borrower where permitted by applicable lawfiling. Each Borrower hereby ratifies the filing of any financing statement, and any continuation statement or amendment with respect thereto, filed without the signature of such Borrower prior to the date hereof. (b) If any Borrower Debtor acquires any commercial tort claim (the gross recovery from which could reasonably be expected to exceed $100,000) claims after the date hereofhereof for a claim of at least $50,000, such Borrower Debtor shall immediately promptly (but in any event within 10 days 5 Business Days after such acquisition) (i) deliver to the Collateral Agent a written description of such commercial tort claim claim, (ii) execute and shall deliver a written agreement, in form and substance satisfactory supplement to Agentthis Agreement, pursuant to which such Borrower Debtor shall pledge and collaterally assign grant a perfected security interest in all of its right, title and interest in and to such commercial tort claim to the Collateral Agent, for the benefit of the Lender Group, as security for the Obligations (a "Collateral Assignment of Commercial Tort ClaimClaim Assignment")) and (iii) not in limitation but in furtherance of clause (c) below, file a financing statement or amendment to a previously filed and effective financial statement describing such commercial tort claim with sufficient particularity to the extent necessary to perfect the Collateral Agent's Lien therein. At any time upon the request of Agent8 <PAGE> (c) Each Debtor shall prepare, Borrowers shall execute and deliver to Agentto, and cause their Subsidiaries to execute and deliver to Agentif applicable, file, any and all financing statements, original financing statements in lieu of continuation statements, amendments to financing statements, fixture filings, security agreements, pledges, assignments, Collateral Assignments of Commercial Tort ClaimClaim Assignments, endorsements of certificates of title, and all other documents (collectively, the "Additional Documents") that as may be necessary (and to the extent the Collateral Agent may request in its Permitted Discretionis a party thereto, in form and substance reasonably satisfactory to the Collateral Agent) to create, to create and perfect perfect, and continue perfected the perfection of or better perfect to improve the priority the Collateral Agent's Liens in the Collateral of such Debtor (whether now owned or hereafter arising or acquired, acquired or tangible or intangible, real or personal), to create and perfect Liens in favor of Agent in any Owned Real Property acquired after the Closing Date, and in order or to fully consummate all of the transactions contemplated hereby and under the other Loan Indenture Documents. Not in limitation but in furtherance of the foregoing, including the Company shall comply with its obligations in the immediately preceding sentence as such obligations relate to the preparation and filing by it of a Code financing statement, together with any Mortgagesapplicable filing fees, within 10 days of the date hereof in the applicable filing office, and following the filing thereof shall provide the Collateral Agent with evidence of the same. To the maximum extent permitted by applicable law, each Borrower such Debtor authorizes the Collateral Agent to execute any such Additional Documents in the applicable Borrowersuch Debtor's name and authorize authorizes the Collateral Agent to file such executed Additional Documents in any appropriate filing office. To ; provided, however, that no such authorization shall obligate the maximum extent permitted by applicable law, each Borrower authorizes the filing of Collateral Agent to take any such Additional Documents without the signature of such Borrower in any appropriate filing officeaction. In addition, on such periodic basis as Agent shall requireno less frequently than annually, Borrowers each Debtor shall (i) provide the Collateral Agent with a report of all new patentablematerial patents, copyrightablepatent applications, trademarks, trademark applications, copyrights or trademarkable materials copyright applications acquired or generated by Borrowers such Debtor during the prior period, period and (ii) cause all patents, copyrights, and trademarks acquired or generated by 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 Borrowers' ownership thereof, and (iii) cause to be prepared, executed, and delivered to the Collateral Agent supplemental schedules to the applicable Loan Documents Collateral Agreements to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.; provided, however, that no Debtor shall register or apply to register with (A) the United States Copyright Office any unregistered copyrights (whether in existence on the Issue Date or thereafter acquired, arising, or developed) unless within 30 days of any such registration or application for registration, such Debtor executes and delivers to the Collateral Agent and files with the United States Copyright Office an Intellectual Property Security Agreement, supplemental schedules to any existing Intellectual Property Security Agreement, or such other documentation as may be necessary in order to perfect and continue the perfection of or protect the Collateral Agent's Liens on such copyrights following such registration or (B) the United States Patent and Trademark Office any unregistered patents or trademarks (whether in existence on the Issue Date or thereafter acquired, arising, or developed) unless within 30 days of any such registration or application for registration, the applicable Person executes and delivers to the Collateral Agent and files with the United States Patent and Trademark Office an Intellectual Property Security Agreement, supplemental schedules to any existing Intellectual Property Security Agreement, or such other documentation as may be necessary in order to perfect and continue the perfection of or protect the Collateral Agent's Liens on such patents or trademarks following such registration. The Company shall submit the Intellectual Property and Security Agreement executed by it as of the date hereof for filing with the United States Copyright Office and the United States Patent and Trademark Office, as applicable, together with all necessary filing, registration or similar fees, within 30 days of the date hereof, and following such submission thereof shall provide the Collateral Agent with evidence of the same. 9 <PAGE> 2.5