Common use of Financing Statements; Additional Documents Clause in Contracts

Financing Statements; Additional Documents. Borrowers shall take all necessary action or as requested by Agent or any Lender to continue as perfected the first lien (subject only to the Permitted First Liens) and security interest in the Collateral of Lenders and Agent, except for such Collateral in which a first lien can be perfected only by possession and such possession is not required by Agent at such time. Such filings shall be in form and substance required by Agent, and Borrowers shall pay all costs of recording and filing the financing statements (and any continuation or termination statements with respect thereto), the Mortgages, Leasehold Mortgages, the Assignment of Patents, the Assignment of Trademarks, and any other documents, titles, statements, assignments or the like reasonably required to create, maintain, preserve or perfect the liens or security interests granted under the Loan Documents, together with costs and expenses of any lien or UCC searches required by Agent in connection with the making of the Loans. At Agent's request, Borrowers shall execute and deliver to Agent, on behalf of the Lenders, at any time and from time to time hereafter, all supplemental documentation that Agent may reasonably request to perfect, maintain, preserve or continue the security interest and liens granted Lenders and Agent hereby and under any of the other Loan Documents, in form and substance acceptable to Agent, and pay the costs of preparing and recording or filing of the same. Borrowers agree that a carbon, photographic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. Except as otherwise provided in this Agreement, Borrowers, immediately on acquiring Real Estate, Inventory, or Accounts or Proceeds thereof for which separate perfection is necessary or reasonably considered desirable by Agent, shall deliver to Agent, on behalf of the Lenders, any and all evidence of ownership of any such property and shall take all such action as may be reasonably necessary to perfect Agent's security interest in such Property, including without limitation, the execution and recording or filing of additional Mortgages, Leasehold Mortgages and UCC financing statements. Each Lender (by any of its officers, employees or agents, but only upon authorization of an officer of such Lender) shall have the right, at any time or times during Borrowers' usual business hours, to inspect the Collateral, all records related thereto (and to make extracts from such records) and the premises upon which any of the Collateral is located, to discuss Borrowers' affairs and finances with any accountant, account debtor or creditor of any Borrower and to verify the amount, quality, quantity, value and condition of, or any other matter relating to, the Collateral. Borrowers shall perform all reasonable acts and execute or cause to be executed all documents, including, without limitation, the Assignments of Option and Operating Agreements, and the Assignment of Patents and the Assignment of Trademarks for filing with the United States Patent and Trademark Office, state offices and corresponding foreign registries as Agent reasonably deems necessary or desirable, to establish, perfect, record and maintain the security interest in the Intellectual Property and the goodwill symbolized thereby (whether now existing or hereafter acquired).

Financing Statements; Additional Documents. Borrowers Each Borrower shall take all action necessary action or as reasonably requested by Agent or any Lender to continue as perfected the first lien (subject only to the Permitted First Liens) and security interest in the Collateral of Lenders and AgentCollateral, except for such Collateral in which a first lien can be perfected only by possession and such possession is not required by Agent at such timeAgent. Such filings shall be in form and substance required by Agent, and Borrowers shall pay all costs of recording and filing the financing statements (and any continuation or termination statements with respect thereto), the Mortgages, Leasehold Mortgages, the Assignment of Patents, the Assignment of Trademarks, ) and any other documents, titles, statements, assignments or the like reasonably required to create, maintain, preserve or perfect the liens or security interests granted under the Loan Documents, together with costs and expenses of any lien or UCC searches reasonably required by Agent in connection with the making of the LoansLoan. At Agent's request, Borrowers each Borrower shall execute and deliver to Agent, on behalf of the Lenders, at any time and from time to time hereafter, all supplemental documentation that Agent may reasonably request to perfect, maintain, preserve or continue the security interest and liens granted Lenders and Agent Agent, for the benefit of Lenders, hereby and under any of the other Loan Documents, in form and substance acceptable to Agent, and pay the costs of preparing and recording or filing of the same. Borrowers agree Each Borrower agrees that a carbon, photographic, or other reproduction of this Agreement, any Security Agreement or of a financing statement is sufficient as a financing statement. Except as otherwise provided in this Agreement, Borrowerseach Borrower, immediately on acquiring Real Estate, Inventory, or Accounts or Proceeds thereof Collateral for which separate perfection is necessary or reasonably considered desirable by Agent, shall deliver to Agent, on behalf of the Lenders, Agent any and all evidence of ownership of any such property and shall take all such action as may be reasonably necessary to perfect Agent's security interest in such Property, including without limitation, the execution and recording or filing of additional Mortgages, Leasehold Mortgages and UCC financing statementsproperty. Each Lender (by any of its officers, employees or agents, but only upon authorization of an officer of such Lender) shall have the right, at any time or times during Borrowers' usual business hours, to inspect the Collateral, all records related thereto (and to make extracts from such records) and the premises upon which any of the Collateral is located, to discuss Borrowers' affairs and finances with any accountant, account debtor or creditor of any Borrower and to verify the amount, quality, quantity, value and condition of, or any other matter relating to, the Collateral. Borrowers shall perform all reasonable acts and execute or cause to be executed all documents, including, without limitation, the Assignments of Option and Operating Agreements, and the Assignment of Patents and the Assignment of Trademarks for filing with the United States Patent and Trademark Office, state offices and corresponding foreign registries documents as Agent reasonably deems necessary or desirable, to establish, perfect, record and maintain the security interest in the Intellectual Property included in the Collateral and the goodwill symbolized thereby (whether now existing or hereafter acquired).

Financing Statements; Additional Documents. Borrowers Each Borrower shall take all necessary action or as requested by Agent or any Lender to continue as perfected the first lien (subject only to the Permitted First Liens) and security interest in the Collateral of Lenders and Agent, except for such Collateral in which a first lien can be perfected only by possession or other action other than filing a UCC Financing Statement and such possession or other action is not required by Agent at such time. Such filings shall be in form and substance required by Agent, and Borrowers each Borrower shall pay all costs of recording and filing the financing statements (and any continuation or termination statements with respect thereto), the Mortgages, Leasehold Mortgages, the Assignment of Patents, the Assignment of Trademarks, Mortgages and any other documents, titles, statements, assignments or the like reasonably required to create, maintain, preserve or perfect the liens or security interests granted under the Loan Documents, together with costs and expenses of any lien or UCC searches required by Agent in connection with the making of the Loans. Each Borrower irrevocably hereby makes, constitutes and appoints Agent (and all Persons designated by Agent for that purpose) as such Borrower's true and lawful attorney and agent-in-fact to execute such financing statements, documents and other agreements and instruments and do such other acts and things as may be necessary to preserve and perfect the security interest in the Collateral granted to Agent for the benefit of the Lenders. At Agent's request, Borrowers each Borrower shall execute and deliver to Agent, on behalf of the Lenders, at any time and from time to time hereafter, all supplemental documentation that Agent may reasonably request to perfect, maintain, preserve or continue the security interest and liens granted Lenders and Agent hereby and under any of the other Loan Documents, in form and substance acceptable to Agent, and pay the costs of preparing and recording or filing of the same. Borrowers agree Each Borrower agrees that a carbon, photographic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. Except as otherwise provided in this Agreement, Borrowers, each Borrower immediately on acquiring Real Estate, Inventory, Inventory or Accounts or Proceeds thereof for which separate perfection is necessary or reasonably considered desirable by Agent, shall deliver to Agent, on behalf of the Lenders, any and all evidence of ownership of any such property and shall take all such action as may be reasonably necessary to perfect Agent's security interest in such Property, including without limitation, the execution and recording or filing of additional Mortgages, Leasehold Mortgages and UCC financing statementsproperty. Each Lender (by any of its officers, employees or agents, but only upon authorization of an officer of such Lender) shall have the right, at any time or times during Borrowers' usual business hours, to inspect the Collateral, all records related thereto (and to make extracts from such records) and the premises upon which any of the Collateral is located, to discuss Borrowers' affairs and finances with any accountant, account debtor or creditor of any Borrower Borrowers and to verify the amount, quality, quantity, value and condition of, or any other matter relating to, the Collateral. Borrowers Each Borrower shall perform all reasonable acts and execute or cause to be executed all documents, including, without limitation, the Assignments of Option and Operating Agreements, and the Assignment of Patents and the Assignment of Trademarks for filing with the United States Patent and Trademark Office, state offices and corresponding foreign registries as Agent reasonably deems necessary or desirable, to establish, perfect, record and maintain the security interest in the Intellectual Property and the goodwill symbolized thereby (whether now existing or hereafter acquired). If Borrowers are unable to obtain the consents or approvals to permit the assignment of the Patents and Trademarks listed on Schedule 3.2 attached hereto to Agent, as collateral security for the Loans hereunder, by December 31, 1998, after good faith efforts to obtain such consents (such determination to be made by Agent in its sole discretion) then the Applicable Margin for both Adjusted Prime Rate Loans and Libor Rate Loans shall increase by 50 basis points per annum and the Commitment Fee to be paid hereunder shall increase by 50 basis points per annum. Upon the expiration or termination of any Capital Lease or documents relating to Acquisition Indebtedness which impose negative pledge restrictions not prohibited by Section 8.9, Borrowers shall execute such further documents required by Agent to create and if requested by Agent, to perfect, a lien in the property or assets previously covered by such restriction.

Financing Statements; Additional Documents. Borrowers Each Borrower shall take all necessary action or as requested by Agent or any Lender to continue as perfected the first lien (subject only to the Permitted First Liens) and security interest in the Collateral of Lenders and Agent, except for such Collateral in which a first lien can be perfected only by possession and such possession is not required by Agent at such timethis time and Permitted Liens. Such filings shall be in form and substance required by Agent, and Borrowers each Borrower shall pay all costs of recording and filing the financing statements (and any continuation or termination statements with respect thereto), the Mortgages, Leasehold Mortgages, the Assignment of Patents, the Assignment of Trademarks, Mortgages and any other documents, titles, statements, assignments or the like reasonably required to create, maintain, preserve or perfect the liens or security interests granted under the Loan Documents, together with costs and expenses of any lien or UCC searches required by Agent in connection with the making of the Loans. Each Borrower irrevocably hereby makes, constitutes and appoints Agent (and all Persons designated by Agent for that purpose) as such Borrower's true and lawful attorney and agent-in-fact to execute such financing statements, documents and other agreements and instruments and do such other acts and things as may be necessary to preserve and perfect the security interest in the Collateral granted to Agent for the benefit of the Lenders. At Agent's request, Borrowers each Borrower shall execute and deliver to Agent, on behalf of the Lenders, at any time and from time to time hereafter, all supplemental documentation that Agent may reasonably request to perfect, maintain, preserve or continue the security interest and liens granted Lenders and Agent hereby and under any of the other Loan Documents, in form and substance acceptable to Agent, and pay the costs of preparing and recording or filing of the same. Borrowers agree Each Borrower agrees that a carbon, photographic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. Except as otherwise provided in this Agreement, Borrowers, each Borrower immediately on acquiring Real Estate, Inventory, Inventory or Accounts or Proceeds thereof for which separate perfection is necessary or reasonably considered desirable by Agent, shall deliver to Agent, on behalf of the Lenders, any and all evidence of ownership of any such property and shall take all such action as may be reasonably necessary to perfect Agent's security interest in such Property, including without limitation, the execution and recording or filing of additional Mortgages, Leasehold Mortgages and UCC financing statementsproperty. Each Lender (by any of its officers, employees or agents, but only upon authorization of an officer of such Lender) shall have the right, at any time or times during Borrowers' Borrower's usual business hours, to inspect the Collateral, all records related thereto (and to make extracts from such records) and the premises upon which any of the Collateral is located, to discuss Borrowers' Borrower's affairs and finances with any accountant, account debtor or creditor of any Borrower and to verify the amount, quality, quantity, value and condition of, or any other matter relating to, the Collateral. Borrowers Each Borrower shall perform all reasonable acts and execute or cause to be executed all documents, including, without limitation, the Assignments of Option and Operating Agreements, and the Assignment of Patents and the Assignment of Trademarks for filing with the United States Patent and Trademark Office, state offices and corresponding foreign registries as Agent reasonably deems necessary or desirable, to establish, perfect, record and maintain the security interest in the Intellectual Property and the goodwill symbolized thereby (whether now existing or hereafter acquired).state

Financing Statements; Additional Documents. Borrowers Each Loan Party shall take all action necessary action or as reasonably requested by Agent or any Lender Bank to continue as perfected the first lien (subject only to the Permitted First Liens) and security interest in the Collateral of Lenders and AgentCollateral, except for such Collateral in which a first lien can be perfected only by possession and such possession is not required by Agent at such timeBank. Such filings shall be in form and substance required by AgentBank, and Borrowers Borrower shall pay all costs of recording and filing the financing statements (and any continuation or termination statements with respect thereto), the Mortgages, Leasehold Mortgages, the Assignment of Patents, the Assignment of Trademarks, ) and any other documents, titles, statements, assignments or the like reasonably required to create, maintain, preserve or perfect the liens or security interests granted under the Loan Documents, together with costs and expenses of any lien or UCC searches reasonably required by Agent Bank in connection with the making of the LoansLoan. At AgentBank's request, Borrowers each Loan Party shall execute and deliver to Agent, on behalf of the LendersBank, at any time and from time to time hereafter, all supplemental documentation that Agent Bank may reasonably request to perfect, maintain, preserve or continue the security interest and liens granted Lenders and Agent Bank hereby and under any of the other Loan Documents, in form and substance acceptable to AgentBank, and pay the costs of preparing and recording or filing of the same. Borrowers agree Each Loan Party agrees that a carbon, photographic, or other reproduction of this Agreement, any Security Agreement or of a financing statement is sufficient as a financing statement. Except as otherwise provided in this Agreement, Borrowerseach Loan Party, immediately on acquiring Real Estate, Inventory, or Accounts or Proceeds thereof Collateral for which separate perfection is necessary or reasonably considered desirable by AgentBank, shall deliver to Agent, on behalf of the Lenders, Bank any and all evidence of ownership of any such property and shall take all such action as may be reasonably necessary to perfect AgentBank's security interest in such Property, including without limitation, the execution and recording or filing of additional Mortgages, Leasehold Mortgages and UCC financing statementsproperty. Each Lender (by any of its officers, employees or agents, but only upon authorization of an officer of such Lender) shall have the right, at any time or times during Borrowers' usual business hours, to inspect the Collateral, all records related thereto (and to make extracts from such records) and the premises upon which any of the Collateral is located, to discuss Borrowers' affairs and finances with any accountant, account debtor or creditor of any Borrower and to verify the amount, quality, quantity, value and condition of, or any other matter relating to, the Collateral. Borrowers Loan Party shall perform all reasonable acts and execute or cause to be executed all documents, including, without limitation, the Assignments of Option and Operating Agreements, and the Assignment of Patents and the Assignment of Trademarks for filing with the United States Patent and Trademark Office, state offices and corresponding foreign registries documents as Agent Bank reasonably deems necessary or desirable, to establish, perfect, record and maintain the security interest in the Intellectual Property and the goodwill symbolized thereby (whether now existing or hereafter acquired).

Financing Statements; Additional Documents. Borrowers Borrower shall take all necessary action or as requested by Agent or any Lender to continue as perfected the first lien (subject only to the Permitted First Liens) and security interest in the Collateral of Lenders and Agent, except for such Collateral in which a first lien can be perfected only by possession and such possession is not required by Agent at such time. Such filings shall be in form and substance required by Agent, and Borrowers Borrower shall pay all costs of recording and filing the financing statements (and any continuation or termination statements with respect thereto), the Mortgages, Leasehold Mortgages, the Assignment of Patents, the Assignment of Trademarks, and any other documents, titles, statements, assignments or the like reasonably required to create, maintain, preserve or perfect the liens or security interests granted under the Loan Documents, together with costs and expenses of any lien or UCC searches required by Agent in connection with the making of the Loans. At Agent's request, Borrowers Borrower shall execute and deliver to Agent, on behalf of the Lenders, at any time and from time to time hereafter, all supplemental documentation that Agent may reasonably request to perfect, maintain, preserve or continue the security interest and liens granted Lenders and Agent hereby and under any of the other Loan Documents, in form and substance acceptable to Agent, and pay the costs of preparing and recording or filing of the same. Borrowers agree Borrower agrees that a carbon, photographic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. Except as otherwise provided in this Agreement, BorrowersBorrower, immediately on acquiring fee title to Real Estate, Inventory, or Accounts or Proceeds thereof for which separate perfection is necessary or reasonably considered desirable by Agent, shall deliver to Agent, on behalf of the Lenders, any and all evidence of ownership of any such property and shall take all such action as may be reasonably necessary to perfect Agent's security interest in such Property, including without limitation, the execution and recording or filing of additional Mortgages, Leasehold Mortgages and UCC financing statements. Each Lender (by any of its officers, employees or agents, but only upon authorization of an officer of such Lender) shall have the right, at any time or times during Borrowers' Borrower's usual business hours, to inspect the Collateral, all records related thereto (and to make extracts from such records) and the premises upon which any of the Collateral is located, to discuss Borrowers' Borrower's affairs and finances with any accountant, account debtor or creditor of any Borrower and to verify the amount, quality, quantity, value and condition of, or any other matter relating to, the Collateral. Borrowers Borrower shall perform all reasonable acts and execute or cause to be executed all documents, including, without limitation, the Assignments of Option and Operating Agreements, and the Assignment of Patents and the Assignment of Trademarks for filing with the United States Patent and Trademark Office, state offices and corresponding foreign registries as Agent reasonably deems necessary or desirable, to establish, perfect, record and maintain the security interest in the Intellectual Property and the goodwill symbolized thereby (whether now existing or hereafter acquired).

Financing Statements; Additional Documents. Borrowers shall take Borrower ------------------------------------------ covenants and agrees to deliver to Lender all necessary action or as requested by Agent or any Lender such documents necessary, in the Lender's opinion, to continue as perfected the first lien (subject only to the Permitted First Liens) perfect its liens and security interest interests in the Collateral of Lenders and Agent, except for such Collateral in which a first lien can be perfected only by possession and such possession is not required by Agent at such now exist or which may exist or arise hereafter from time to time. Such filings shall be in form and substance required by AgentLender, and Borrowers Borrower shall pay all costs of recording and filing the financing statements (and any continuation or termination statements with respect thereto), the Mortgages, Leasehold Mortgages, the Assignment of Patents, the Assignment of Trademarks, and any other documents, titles, statements, assignments or the like reasonably required to create, maintain, preserve or perfect the liens or security interests granted under the Loan Documentsinterests, together with costs and expenses of any lien or UCC searches required by Agent Lender in connection with the making of the Loans. At AgentLender's request, Borrowers Borrower shall execute and deliver to Agent, on behalf of the LendersLender, at any time and from time to time hereafter, all supplemental documentation that Agent Lender may reasonably request to perfect, maintain, preserve or continue the security interest and liens granted Lenders and Agent Lender hereby and under any of the other Loan Documents, in form and substance acceptable to AgentLender, and pay the costs of preparing and recording or filing of the same. Borrowers agree that a carbon, photographic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. Except as otherwise provided in this Agreement, BorrowersBorrower, immediately on acquiring Real Estate, Inventory, Inventory or Accounts or Proceeds proceeds thereof for which separate perfection is necessary or reasonably considered desirable by AgentLender, shall deliver to Agent, on behalf of the LendersLender, any and all evidence of ownership of any such property and shall take all such action as may be reasonably necessary to perfect AgentLender's security interest in such Property, including without limitation, the execution and recording or filing of additional Mortgages, Leasehold Mortgages and UCC financing statementsproperty. Each Lender (by any of its officers, employees or agents, but only upon authorization of an officer of such Lender) shall have the right, at any time or times during Borrowers' Borrower's usual business hours, to inspect the Collateral, all records related thereto (and to make extracts from such records) and the premises upon which any of the Collateral is located, to discuss Borrowers' Borrower's affairs and finances with any accountant, account debtor Account Debtor or creditor of any Borrower and to verify the amount, quality, quantity, value and condition of, or any other matter relating to, the Collateral. Borrowers shall perform all reasonable acts and execute or cause to be executed all documents, including, without limitation, the Assignments of Option and Operating Agreements, and the Assignment of Patents and the Assignment of Trademarks for filing with the United States Patent and Trademark Office, state offices and corresponding foreign registries as Agent reasonably deems necessary or desirable, to establish, perfect, record and maintain the security interest in the Intellectual Property and the goodwill symbolized thereby (whether now existing or hereafter acquired).