Common use of Delivery of Additional Documentation Required Clause in Contracts

Delivery of Additional Documentation Required. At any time upon the request of Lender, Borrowers shall execute and deliver to Lender, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the "Additional Documents") that Lender may request in its Permitted Discretion, in form and substance satisfactory to Lender, to perfect and continue perfected or 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, and in order to fully consummate all of the transactions contemplated hereby and under the other 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 name and authorize Lender to file such executed Additional Documents in any appropriate filing office. In addition, on such periodic basis as Lender shall require, Borrowers shall (a) provide Lender with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Borrowers during the prior period, (b) 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 (c) cause to be prepared, executed, and delivered to Lender supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.

Delivery of Additional Documentation Required. At any time upon the written request of Lender, Borrowers Borrower shall execute and deliver to Lender, any and all financing statementsstatements (including, original financing statements without limitation, any amendments thereto and any “in lieu of lieu” continuation statements, fixture filings), security agreements, pledges, assignmentsassignments for security, endorsements of certificates of title, bailee acknowledgments and all other documents (the "“Additional Documents"”) that Lender may request in its Permitted Discretionsole 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 DateDate in which Borrower has a fee interest, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Financing 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 authorize authorizes Lender to file such executed Additional Documents in any appropriate filing office. In additionWithout 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, Borrowers shall (ai) provide Lender with a report of all new patentablepatent applications, copyrightable, copyright registrations or trademarkable materials trademark applications acquired or generated by Borrowers Borrower during the prior period, (bii) cause all patents, copyrights, and trademarks acquired or generated by Borrowers 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 Borrowers' Borrower’s ownership thereof, and (ciii) cause to be prepared, executed, and delivered to Lender supplemental schedules to the applicable Loan Financing 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 request of Lender, Borrowers Borrower shall execute and deliver to Lender, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the "Additional Documents") that Lender may request in its Permitted Discretion, in form and substance satisfactory to Lender, to perfect and continue perfected or 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, and in order to fully consummate all of the transactions contemplated hereby and under the other 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 name and authorize authorizes Lender to file such executed Additional Documents in any appropriate filing office. In addition, on such periodic basis as Lender shall reasonably require, Borrowers Borrower shall (a) provide Lender with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Borrowers Borrower during the prior period, (b) cause all patents, copyrights, and trademarks acquired or generated by Borrowers 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 Borrowers' Borrower's ownership thereof, and (c) cause to be prepared, executed, and delivered to Lender supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.

Delivery of Additional Documentation Required. At any time upon the request of LenderAgent, Borrowers 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 in lieu of continuation statements, fixture filings, mortgages, security agreements, pledges, assignmentsassignments (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, and all other documents (the "Additional Documents") that Lender Agent may request in its Permitted Discretion, in form and substance satisfactory to LenderAgent, to perfect and continue perfected or better perfect the LenderAgent'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 acquired after the Closing DateDate (in form 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 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 name and authorize Lender authorizes Agent to file such executed Additional Documents in any appropriate filing office. In addition, on such periodic basis as Lender Agent shall requirerequire (but so long as no Event of Default is continuing, Borrowers 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), (a) provide Lender Agent with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Borrowers any of the Obligors during the prior period, (b) 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' the applicable Obligor's ownership thereof, and (c) cause to be prepared, executed, and delivered to Lender Agent supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.

Delivery of Additional Documentation Required. At any time upon the request of Lender, Borrowers Borrower shall execute and deliver to Lender, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the "Additional Documents") that Lender may request in its Permitted Discretion, in form and substance satisfactory to Lender, to perfect and continue perfected or 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, and in order to fully consummate all of the transactions contemplated hereby and under the other 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 name and authorize authorizes Lender to file such executed Additional Documents in any appropriate filing office. In addition, 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, Borrowers in which case there shall be no such limit), Borrower shall (a) provide Lender with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Borrowers Borrower during the prior period, (b) cause all patents, copyrights, and trademarks acquired or generated by Borrowers 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 Borrowers' Borrower's ownership thereof, and (c) cause to be prepared, executed, and delivered to Lender supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.

Delivery of Additional Documentation Required. At any time upon the request of LenderAgent, Borrowers Borrower shall execute and deliver to LenderAgent, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (including, upon the 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 DocumentsADDITIONAL DOCUMENTS") that Lender Agent may request in its Permitted Discretion, in form and substance satisfactory to LenderAgent, to perfect and continue perfected or better perfect the LenderAgent'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 acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other 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 name and authorize Lender authorizes Agent to file such executed Additional Documents in any appropriate filing office. In addition, on such periodic basis as Lender Agent shall require, Borrowers Borrower shall (a) provide Lender Agent with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Borrowers Borrower or its Subsidiaries during the prior period, (b) cause all patents, copyrights, and trademarks acquired or generated by Borrowers 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 Borrowers' Borrower's or the applicable Subsidiary's ownership thereof, and (c) cause to be prepared, executed, and delivered to Lender Agent supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.

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 request of Lenderthe Trustee, Borrowers the Note Parties shall execute and deliver to Lender, the Trustee any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, supplements, and all other documents (the "Additional Documents") that Lender upon which Note Party's signature may request in its Permitted Discretion, in form and substance satisfactory to Lender, be required to perfect and continue perfected perfection of or better perfect the Lender's 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(whether now owned or hereafter arising or acquired), and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Note Documents. To the maximum extent permitted by applicable lawApplicable Law, each Borrower Note Party authorizes Lender the Trustee to execute any such Additional Documents in the applicable BorrowerNote Party's name and authorize Lender authorizes 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. Each Note Party also hereby ratifies its authorization for the Trustee 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, 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 such periodic a quarterly basis as Lender the Trustee shall require, Borrowers the Note Parties shall (a) provide Lender with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Borrowers during the prior period, (b) cause all patents, copyrights, and trademarks acquired or generated by Borrowers 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 Borrowersthe Note Parties' ownership thereof, and (cb) cause to be prepared, executed, and delivered to Lender the Trustee supplemental schedules to the applicable Loan Note Documents to identify such patents, 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), (g) 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 be executed and delivered to the Trustee) any and all Additional Documents requested by the Trustee to perfect the Trustee's Liens in such Permitted Investment.

Delivery of Additional Documentation Required. At any time upon the request of LenderAgent, Borrowers 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 in lieu of continuation statements, fixture filings, mortgages, security agreements, pledges, assignmentsassignments (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, and all other documents (the "“Additional Documents"”) that Lender Agent may request in its Permitted Discretion, in form and substance satisfactory to LenderAgent, to perfect and continue perfected or better perfect the Lender's 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 acquired after the Closing DateDate (in form 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 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 authorize Lender authorizes Agent to file such executed Additional Documents in any appropriate filing office. In addition, on such periodic basis as Lender Agent shall requirerequire (but so long as no Event of Default is continuing, Borrowers 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), (a) provide Lender Agent with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Borrowers any of the Obligors during the prior period, (b) 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' the applicable Obligor’s ownership thereof, and (c) cause to be prepared, executed, and delivered to Lender Agent supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.

Delivery of Additional Documentation Required. At any time upon the request of LenderFoothill, Borrowers 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, original continuation financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, collateral assignments, mortgages, leasehold mortgages, deeds of trust, leasehold deeds of trust, endorsements of certificates of title, 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 Permitted Discretionrequest, in form and substance satisfactory to LenderFoothill, to perfect and continue perfected or better perfect the LenderFoothill's Liens 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, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To In this regard and without limiting the maximum extent permitted by applicable lawgenerality of the foregoing, each Foothill shall have the right to require Borrower authorizes Lender to execute any such Additional Documents in the applicable Borrower's name and authorize Lender to file such executed Additional Documents in any appropriate filing office. In addition, on such periodic basis as Lender shall require, Borrowers shall to: (a) provide Lender obtain phase-I environmental reports and real estate surveys with a report of all new patentablerespect to the Real Property Collateral from environmental consultants and surveyors and setting forth results, copyrightablein each case, or trademarkable materials acquired or generated by Borrowers during the prior period, acceptable to Foothill in its sole discretion; (b) cause all patents, copyrights, and trademarks acquired at such time or generated by Borrowers that are not already the subject of a registration times as Borrower or any Guarantor acquires any copyright registered with the appropriate filing office United States Copyright Office or applies for registration of any copyright with the United States Copyright Office, execute and deliver (or an application therefor diligently prosecutedcause such Guarantor to execute and deliver (and, by its execution and delivery of the Guaranty or a joinder thereto, each of the Guarantors hereby agrees to execute and deliver) to be registered with promptly a Copyright Security Agreement or joinder or supplement thereto in respect of such appropriate filing office in a manner sufficient to impart constructive notice of Borrowers' ownership thereof, and copyrights or copyright applications; (c) cause CRLA to be prepared, executed, execute and delivered to Lender supplemental schedules deliver a Mortgage with respect to the applicable Loan Documents Real Property that it is to identify such patents, copyrights, acquire in Southern California that is referred to as the "Mira Loma site; and trademarks as being subject (d) cause CRNY to the security interests created thereunderexecute and deliver a Collateral Assignment of Tower Lease with respect to its new Tower Lease.

Delivery of Additional Documentation Required. At any time upon the --------------------------------------------- request of Lender, Borrowers Borrower shall execute and deliver to Lender, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the "Additional Documents") that Lender may request in its Permitted Discretion, in form and substance satisfactory to Lender, to perfect and continue perfected or 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 (other than any leasehold interests in any 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. To the maximum extent permitted by applicable law, each Borrower authorizes Lender to execute any such Additional Documents in the applicable Borrower's name and authorize authorizes Lender to file such executed Additional Documents in any appropriate filing office. In addition, on such periodic basis as Lender shall require, Borrowers Parent shall (a) provide Lender with a report of all new material patentable, copyrightable, or trademarkable materials acquired or generated by Borrowers 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, (b) cause all such material patents, copyrights, and trademarks acquired or generated by Borrowers 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 Borrowers' the ownership thereofthereof by Parent or the applicable Subsidiary, and (c) cause to be prepared, executed, and delivered to Lender supplemental schedules to the applicable Loan Documents to identify all such patents, copyrights, and trademarks as being subject to the security interests created thereunder.

Delivery of Additional Documentation Required. At any time upon the request of Lender, Borrowers shall execute and deliver to Lender, Lender any and all financing statementsstatements describing the Collateral or any part thereof, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the "Additional Documents") that Lender may request in its Permitted Discretion, in form and substance satisfactory to Lender, to protect and perfect and continue perfected or 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, and in order to fully consummate all of the transactions contemplated hereby and under the other 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 name and authorize Lender to file such executed Additional Documents in any appropriate filing office. In addition, on such periodic basis as Lender shall reasonably require, Borrowers shall (a) provide Lender with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Borrowers during the prior period, (b) 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 (c) cause to be prepared, executed, and delivered to Lender supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.

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 request of Lender, Borrowers Borrower shall execute (or cause to be executed) and deliver to Lender, any and all financing statements, original financing statements in lieu of continuation statements, Consents to Assignments, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the "Additional DocumentsADDITIONAL DOCUMENTS") that Lender may request in its Permitted Discretion, in form and substance reasonably satisfactory to Lender, to perfect and continue perfected or 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 40 Lender in any 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. To the maximum extent permitted by applicable law, each Borrower authorizes Lender to execute any such Additional Documents in the applicable Borrower's name and authorize authorizes Lender to file such executed Additional Documents in any appropriate filing office. 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 date 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, on Borrower agrees that, upon acquiring any interest in a Commercial Tort Claim, Borrower shall, in writing, describe the details of such periodic basis as 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 assign to Lender shall require, Borrowers shall (a) provide Lender with a report of all new patentable, copyrightablesecurity interest in such Negotiable Collateral pursuant to documentation reasonably acceptable to Lender, or trademarkable materials acquired or generated by Borrowers during the prior periodif applicable, (b) 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 deliver such appropriate filing office in a manner sufficient to impart constructive notice of Borrowers' ownership thereof, and (c) cause to be prepared, executed, and delivered Negotiable Collateral to Lender supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunderCollateral hereunder.

Delivery of Additional Documentation Required. At any time upon the request of Lender, Borrowers Borrower shall execute and deliver to Lender, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, mortgages, deeds of trust, endorsements of certificates of title, and all other documents (the "Additional Documents") that Lender may request in its Permitted Discretion, in form and substance satisfactory to Lender, to perfect and continue perfected or 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 DateProperty, and in order to fully consummate all of the transactions contemplated hereby and under the other 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 name and authorize authorizes Lender to file such executed Additional Documents in any appropriate filing office. In addition, on such periodic basis as Lender shall require, Borrowers Borrower shall (a) provide Lender with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Borrowers Borrower during the prior period, (b) cause all patents, copyrights, and trademarks acquired or generated by Borrowers 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 Borrowers' Borrower's ownership thereof, and (c) cause to be prepared, executed, and delivered to Lender supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.

Delivery of Additional Documentation Required. At any time upon the request of LenderAgent, Borrowers 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 in lieu of continuation statements, fixture filings, mortgages, security agreements, pledges, assignmentsassignments (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, and all other documents (the "Additional Documents") that Lender Agent may request in its Permitted Discretion, in form and substance satisfactory to LenderAgent, to perfect and continue perfected or better perfect the LenderAgent'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 acquired after the Closing DateDate (in form 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 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 name and authorize Lender authorizes Agent to file such executed Additional Documents in any appropriate filing office. In addition, on such periodic basis as Lender Agent shall requirerequire (but so long as no Event of Default is continuing, Borrowers 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), (a) provide Lender Agent with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Borrowers any of the Obligors during the prior period, (b) 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' the applicable Obligor's ownership thereof, and (c) cause to be prepared, executed, and delivered to Lender Agent supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.

Delivery of Additional Documentation Required. At any time upon the request of Lender, Borrowers Borrower shall execute and deliver to Lender, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the "Additional Documents") that Lender may request in its Permitted Discretion, in form and substance reasonably satisfactory to Lender, to perfect and continue perfected or 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 DateDate (subject to the pre-existing rights of any fee owner or landlord), and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, each 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 the applicable Borrower's name and authorize Lender to file such executed Additional Documents in any appropriate filing office. 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 date hereof. In addition, on such periodic basis as Lender shall reasonably require, Borrowers Borrower shall (a) provide Lender with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Borrowers Borrower during the prior period, (b) cause all patents, copyrights, and trademarks acquired or generated by Borrowers 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 Borrowers' ownership thereofits business, and (c) cause to be prepared, executed, and delivered to Lender supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.

Delivery of Additional Documentation Required. At any time upon the request of Lenderthe Collateral Agent, Borrowers the Credit Parties shall execute and deliver to Lenderthe Collateral Agent, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the "Additional Documents") that Lender the Collateral Agent may request in its Permitted Discretionreasonable discretion, in form and substance satisfactory to Lenderthe Collateral Agent, to perfect and continue perfected or better perfect the LenderCollateral 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, ) and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, each Borrower Credit Party authorizes Lender the Collateral Agent to execute any such Additional Documents in the applicable BorrowerCredit Party's name and authorize Lender authorizes the Collateral Agent to file such executed Additional Documents in any appropriate filing office. The Collateral Agent shall forward to such Credit Party a copy of such Additional Documents before filing. In addition, on such periodic basis as Lender the Collateral Agent shall requirerequire in its reasonable discretion, Borrowers the Credit Parties shall (a) provide Lender the Collateral Agent with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Borrowers the Credit Parties during the a prior period, (b) cause all patents, copyrights, and trademarks acquired or generated by Borrowers the Credit 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 Borrowersthe Credit Parties' ownership thereof, and (c) cause to be prepared, executed, and delivered to Lender the Collateral Agent supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.

Delivery of Additional Documentation Required. At any time upon the request of Lender, Borrowers Borrower shall execute and deliver to Lender, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the "Additional Documents") that Lender may request in its Permitted Discretion, in form and substance satisfactory to Lender, to perfect and continue perfected or 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 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. To the maximum extent permitted by applicable law, each Borrower authorizes Lender to execute any such Additional Documents in the applicable Borrower's name and authorize authorizes Lender to file such executed Additional Documents in any appropriate filing office. In addition, on such periodic basis as Lender shall reasonably require, Borrowers Borrower shall (a) provide Lender with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Borrowers Borrower during the prior periodperiod that Borrower deems material to its business in its reasonable discretion, (b) cause all such patents, copyrights, and trademarks acquired or generated by Borrowers 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 Borrowers' Borrower'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 (c) cause to be prepared, executed, and delivered to Lender supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.

Delivery of Additional Documentation Required. At any time upon the request of Lender, Borrowers 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 in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the "Additional Documents") that Lender may request in its Permitted Discretion, in form and substance satisfactory to Lender, to perfect and continue perfected or better perfect the Lender'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 acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, each Borrower Obligor authorizes Lender to execute any such Additional Documents in the applicable Borrowersuch Obligor's name and authorize authorizes Lender to file such executed Additional Documents in any appropriate filing office. In addition, on such periodic basis as Lender shall require, Borrowers each Obligor shall (a) provide Lender with a report of all new patentablePatents, copyrightableregistered Copyrights, or trademarkable registered Trademark materials acquired or generated by Borrowers such Obligor during the prior period, (b) 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 Borrowers 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 Borrowers' such Obligor's ownership thereof, and (c) cause to be prepared, executed, and delivered to Lender supplemental schedules to the applicable Loan Documents to identify such patentsPatents, copyrightsregistered Copyrights, and trademarks registered Trademarks as being subject to the security interests created thereunder.

Delivery of Additional Documentation Required. (a) Each Domestic Loan Party 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 Domestic Loan Party where permitted by applicable law. Each Domestic Loan Party hereby ratifies the filing of any financing statement, any continuation statement or amendment with respect thereto, filed without the signature of such Domestic Loan Party prior to the date hereof. (b) If any Domestic Loan Party acquires any commercial tort claims after the date hereof, such Domestic Loan Party shall promptly deliver to Agent a written description of such commercial tort claim and, upon request of Agent, shall deliver a written agreement, in form and substance reasonably satisfactory to Agent, pursuant to which such Domestic Loan Party shall pledge and collaterally assign all of its right, title and interest in and to such commercial tort claim to Agent as security for the Obligations or the Guaranteed Obligations, as the case may be (each, a "Commercial Tort Claim Assignment"). (c) At any time upon the request of LenderAgent, Borrowers each Domestic Loan Party shall execute and deliver to LenderAgent, and cause its 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, Commercial Tort Claim Assignments, endorsements of certificates of title, and all other documents (collectively, the "Additional Documents") that Lender Agent may request in its Permitted Discretion, in form and substance reasonably satisfactory to LenderAgent, to create and perfect and continue perfected or better perfect the LenderAgent's Liens in the Collateral (whether now owned or hereafter arising acquitted, tangible or acquiredintangible, real or personal), to create and perfect Liens in favor of Lender in any 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. (d) To the maximum extent permitted by applicable law, each Borrower Domestic Loan Party authorizes Lender Agent to execute any such Additional Documents in the applicable Borrowersuch Domestic Loan Party's name and authorize Lender authorizes Agent to file such executed Additional Documents in any appropriate filing office. To the maximum extent permitted by applicable law, each Domestic Loan Party authorizes the filing of any such Additional Documents without the signature of such Domestic Loan Party in any appropriate filing office. Agent will promptly provide Borrower with a copy of any Additional Documents. In addition, on such periodic basis as Lender Agent shall requirerequire and to the extent any Domestic Loan Party acquires or generates any Collateral described in the following clauses (i) and (ii), Borrowers such Domestic Loan Party shall (ai) provide Lender Agent with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Borrowers such Domestic Loan Party during the prior period, (bii) cause all patents, copyrights, and trademarks acquired or generated by Borrowers such Domestic Loan Party 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' such Domestic Loan Party's ownership thereof, and (ciii) cause to be prepared, executed, and delivered to Lender Agent supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.

Delivery of Additional Documentation Required. (a) Debtor authorizes Collateral Agent to file any statement necessary or desirable to effectuate the transactions contemplated herein and by the other Loan Documents, and any continuation statement or amendment with respect thereto (including without limitation any financing statements that (i) indicate the Collateral (A) as all assets of Debtor or words of similar effect, regardless of whether any particular asset of Debtor falls within the scope of Article 9 of the Code or whether any portion of the assets of Debtor constitute part of the Collateral, or (B) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part f of Article 9 of the Code for the sufficiency or filing office acceptance of any financing statement or amendment, including (x) whether Debtor is an organization, the type of organization and an organization identification number issued to Debtor, and (y) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates), in any appropriate filing office without the signature of Debtor where permitted by applicable law. Debtor hereby ratifies the filing of any financing statement filed without the signature of Debtor prior to the date hereof. (b) If Debtor acquires any commercial tort claim after the date hereof, Debtor shall promptly (but in any event within 10 days after any officer of Debtor having knowledge or having received notice thereof) deliver to Collateral Agent a written description of such commercial tort claim and shall, upon request of Collateral Agent, promptly deliver a written agreement, in form and substance reasonably satisfactory to Collateral Agent, pursuant to which Debtor to the extent not prohibited by law, grant a security interest in such commercial tort claim to Collateral Agent, as security for the Secured Obligations (a “Commercial Tort Claim Assignment”). (c) At any time upon the request of Lender, Borrowers Collateral Agent Debtor shall execute and deliver to LenderCollateral Agent, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, Commercial Tort Claim Assignments, endorsements of certificates of title, and all other documents (collectively, the "“Additional Documents"”) that Lender Collateral Agent may request in its Permitted Discretionrequest, in form and substance reasonably satisfactory to LenderCollateral Agent to create, to perfect perfect, and continue perfected or to better perfect the Lender's Collateral Agent’s Liens in the Collateral assets of Debtor (whether now owned or hereafter arising or acquired, tangible or intangible, real or personal), to create and perfect Liens in favor of Lender Collateral Agent in any Real Property real property acquired by Debtor after the Closing Effective Date, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, each Borrower if Debtor has not any Additional Document Collateral Agent is entitled to obtain hereunder after Collateral Agent has made an appropriate request therefor, Debtor authorizes Lender Collateral Agent to execute any such Additional Documents in the applicable Borrower's Debtor’s name and authorize Lender authorizes Collateral Agent to file such executed Additional Documents in any appropriate filing office. In addition, on such periodic basis as Lender Collateral Agent shall require, Borrowers Debtor shall (ai) provide Lender Collateral Agent with a report of all new patentablepatents, copyrightabletrademarks, or trademarkable materials copyrights (or applications therefor) acquired or generated by Borrowers Debtor during the prior period, (bii) cause all material patents, copyrights, and trademarks acquired or generated by Borrowers Debtor 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' Debtor’s ownership thereof, and (ciii) cause to be prepared, executed, and delivered to Lender Collateral Agent supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.

Delivery of Additional Documentation Required. At any time upon the request of LenderAgent, Borrowers Borrower shall execute (or cause to be executed) and deliver to LenderAgent, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the "Additional Documents") upon which Borrower's signature may be required that Lender Agent may request in its Permitted Discretion, in form and substance satisfactory to LenderAgent, to perfect and continue perfected or better perfect the LenderAgent'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 acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other 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 name and authorize Lender authorizes Agent to file such executed Additional Documents in any appropriate filing office. In addition, on such periodic basis as Lender Agent shall reasonably require, Borrowers Borrower shall (a) provide Lender Agent with a report of all new patentabletrademark applications or registrations, copyrightablecopyright registrations, or trademarkable materials patent applications or issued patents acquired or generated by Borrowers Borrower during the prior period, (b) cause all patents, copyrights, and trademarks acquired or generated by Borrowers 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 Borrowers' Borrower's ownership thereof, and (c) 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 Loan Documents to identify such patents, 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 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 the other Loan Documents without signature. Borrower hereby ratifies, to the extent necessary, Agent's authorization to file a financing statement or amendment thereto, 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 the then extant Letter of Credit Usage or return of the original Letters of Credit to the Issuing Lender, Borrower shall not terminate, amend or file a correction statement with respect 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 request of Lender, Borrowers Borrower shall execute and deliver to Lender, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the "Additional Documents") that Lender may request in its Permitted Discretion, in form and substance reasonably satisfactory to LenderLender in its Permitted Discretion, to perfect and continue perfected or 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 DateDate (except as expressly provided otherwise in this Agreement), and in order to fully consummate all of the transactions contemplated hereby and under the other 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, each Borrower authorizes Lender to execute any such Additional Documents in the applicable Borrower's name and authorize authorizes Lender to file such executed Additional Documents in any appropriate filing office. In addition, on such periodic basis as Lender shall require, Borrowers Borrower shall (a) provide Lender with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Borrowers Borrower during the prior period, (b) cause all patents, copyrights, and trademarks acquired or generated by Borrowers 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 Borrowers' Borrower's ownership thereof, and (c) cause to be prepared, executed, and delivered to Lender supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.

Delivery of Additional Documentation Required. At any time upon the request of Lender, Borrowers shall execute and deliver to Lender, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the "Additional Documents") that Lender may request in its Permitted Discretion, in form and substance reasonably satisfactory to Lender, to perfect and continue perfected or 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, and in order to fully consummate all of the transactions contemplated hereby and under the other 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 name and authorize Lender to file such executed Additional Documents in any appropriate filing office. In addition, on such periodic basis as Lender shall require, Borrowers shall (a) provide Lender with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Borrowers during the prior period, (b) 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 (c) cause to be prepared, executed, and delivered to Lender supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.

Delivery of Additional Documentation Required. At any time upon the request of LenderCollateral Agent, Borrowers Borrower shall execute and deliver to LenderCollateral Agent, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the "“Additional Documents"”) that Lender Collateral Agent may request in its Permitted Discretion, in form and substance satisfactory to LenderCollateral Agent, to perfect and continue perfected or better perfect the Lender's 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 acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, each Borrower authorizes Lender Collateral Agent to execute any such Additional Documents in the applicable Borrower's ’s name and authorize Lender authorizes Collateral Agent to file such executed Additional Documents in any appropriate filing office. In addition, on such periodic basis as Lender Collateral Agent shall require, Borrowers Borrower shall (a) provide Lender Collateral Agent with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Borrowers Borrower during the prior period, (b) cause all patents, copyrights, and trademarks acquired or generated by Borrowers 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 Borrowers' Borrower’s ownership thereof, and (c) cause to be prepared, executed, and delivered to Lender Collateral Agent supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.

Delivery of Additional Documentation Required. (a) Each Domestic Loan Party 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 Domestic Loan Party where permitted by applicable law. Each Domestic Loan Party hereby ratifies the filing of any financing statement, any continuation statement or amendment with respect thereto, filed without the signature of such Domestic Loan Party prior to the date hereof. (b) If any Domestic Loan Party acquires any commercial tort claims after the date hereof, such Domestic Loan Party shall promptly deliver to Agent a written description of such commercial tort claim and, upon request of Agent, shall deliver a written agreement, in form and substance reasonably satisfactory to Agent, pursuant to which such Domestic Loan Party shall pledge and collaterally assign all of its right, title and interest in and to such commercial tort claim to Agent as security for the Obligations or the Guaranteed Obligations, as the case may be (each, a "COMMERCIAL TORT CLAIM ASSIGNMENT"). (c) At any time upon the request of LenderAgent, Borrowers each Domestic Loan Party shall execute and deliver to LenderAgent, and cause its 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, Commercial Tort Claim Assignments, endorsements of certificates of title, and all other documents (collectively, the "Additional DocumentsADDITIONAL DOCUMENTS") that Lender Agent may request in its Permitted Discretion, in form and substance reasonably satisfactory to LenderAgent, to create and perfect and continue perfected or better perfect the LenderAgent's Liens in the Collateral (whether now owned or hereafter arising acquitted, tangible or acquiredintangible, real or personal), to create and perfect Liens in favor of Lender in any 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. (d) To the maximum extent permitted by applicable law, each Borrower Domestic Loan Party authorizes Lender Agent to execute any such Additional Documents in the applicable Borrowersuch Domestic Loan Party's name and authorize Lender authorizes Agent to file such executed Additional Documents in any appropriate filing office. To the maximum extent permitted by applicable law, each Domestic Loan Party authorizes the filing of any such Additional Documents without the signature of such Domestic Loan Party in any appropriate filing office. Agent will promptly provide Borrower with a copy of any Additional Documents. In addition, on such periodic basis as Lender Agent shall requirerequire and to the extent any Domestic Loan Party acquires or generates any Collateral described in the following clauses (i) and (ii), Borrowers such Domestic Loan Party shall (ai) provide Lender Agent with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Borrowers such Domestic Loan Party during the prior period, (bii) cause all patents, copyrights, and trademarks acquired or generated by Borrowers such Domestic Loan Party 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' such Domestic Loan Party's ownership thereof, and (ciii) cause to be prepared, executed, and delivered to Lender Agent supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.

Delivery of Additional Documentation Required. (a) The Debtor authorizes Agent to file any financing statement necessary 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 the Debtor where permitted by applicable law and describing the Collateral in the same manner as described herein or in any other manner as 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.” The Debtor hereby ratifies the filing of any financing statement filed without the signature of the Debtor prior to the date hereof. (b) At any time upon the request of LenderAgent, Borrowers the Debtor shall execute and deliver to LenderAgent, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the "“Additional Documents"”) that Lender Agent may request in its Permitted Discretion, in form and substance reasonably satisfactory to LenderAgent, to perfect and continue perfected or better perfect the Lender's 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, and in order to fully consummate all of the transactions contemplated hereby and under the other 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 name and authorize Lender to file such executed Additional Documents in any appropriate filing office. In addition, on such periodic basis as Lender Agent shall reasonably require, Borrowers the Debtor shall (a) provide Lender Agent with a report of all new material patentable, copyrightable, or trademarkable materials acquired or generated by Borrowers the Debtor during the prior period, (b) cause all patents, copyrights, material patents and trademarks acquired or generated by Borrowers the Debtor that are necessary in the conduct of the Debtor’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 Borrowers' the Debtor’s ownership thereof, (c) solely at the reasonable request of Agent (but not otherwise), cause all material copyrights acquired or generated by the Debtor that are necessary in the conduct of the Debtor’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 the Debtor’s ownership thereof, and (cd) cause to be prepared, executed, and delivered to Lender Agent supplemental schedules to the applicable Loan Documents to identify such patents, copyrightsmaterial patents and copyrights to the extent registered after the date hereof, and such material trademarks as being subject to the security interests created thereunderhereunder.

Delivery of Additional Documentation Required. At any time upon the request of Lender, Borrowers shall execute (or cause to be executed) and deliver to Lender, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the "Additional Documents") upon which Borrowers' signatures may be required that Lender may request in its Permitted Discretion, in form and substance satisfactory to Lender, to perfect and continue perfected the perfection of or 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, and in order to consummate fully consummate all of the transactions contemplated hereby and under the other 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 name and authorize Lender to file such executed Additional Documents in any appropriate filing office. In addition, on such periodic basis as Lender shall require, Borrowers shall (a) provide Lender with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Borrowers during the prior period, (b) 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 (c) cause to be prepared, executed, and delivered to Lender supplemental schedules to the applicable Loan Documents to identify such patents, 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 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 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 prior to the Closing Date. Prior to repayment in full and final discharge of the Obligations, 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 the then extant Letter of Credit Usage or return of the original Letters of Credit to the Issuing Lender, Borrowers shall not terminate, amend or file a correction statement with respect 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 request of Lender, Borrowers shall execute and deliver to Lender, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, fixed charges, floating charges, debentures, assignments, endorsements of certificates of title, and all other documents (the "Additional Documents") that Lender may request in its Permitted Discretion, in form and substance satisfactory to Lender, to perfect and continue perfected or 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, and in order to fully consummate all of the transactions contemplated hereby and under the other 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 name and authorize Lender to file such executed Additional Documents in any appropriate filing office. In addition, on such periodic basis as Lender shall require, Borrowers shall (a) provide Lender with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Borrowers during the prior period, (b) 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 (c) cause to be prepared, executed, and delivered to Lender supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder. Without limiting the foregoing, to the extent deemed necessary by Lender, to comply with the revisions 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 request of Lender, Borrowers Subsidiary Borrower shall execute and deliver to Lender, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the "Additional Documents") that Lender may request in its Permitted Discretion, in form and substance satisfactory to Lender, to perfect and continue perfected or 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, and in order to fully consummate all of the transactions contemplated hereby and under the other Subsidiary Loan Documents. To the maximum extent permitted by applicable law, each Subsidiary Borrower authorizes Lender to execute any such Additional Documents in the applicable Subsidiary Borrower's name and authorize Lender to file such executed Additional Documents in any appropriate filing office. In addition, on such periodic basis as Lender shall require, Borrowers Subsidiary Borrower shall (a) provide Lender with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Borrowers Subsidiary Borrower during the prior period, (b) cause all patents, copyrights, and trademarks acquired or generated by Borrowers 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 Borrowers' Subsidiary Borrower's ownership thereof, and (c) cause to be prepared, executed, and delivered to Lender supplemental schedules to the applicable Subsidiary Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.

Delivery of Additional Documentation Required. At any time upon the reasonable request of LenderAgent, Borrowers Borrower shall execute and deliver to LenderAgent, any and all financing statementsstatements (including, original financing statements without limitation, any amendments thereto and any "in lieu of lieu" continuation statements, fixture filings), security agreements, pledges, assignments, endorsements of certificates of title, bailee acknowledgments and all other documents (the "Additional Documents") that Lender Agent may request in its Permitted Discretion, each in form and substance satisfactory to LenderAgent, to perfect and continue perfected or to better perfect the LenderAgent'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 acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other 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 name and authorize Lender Agent to file such executed Additional Documents in any appropriate filing office. In additionWithout limiting the foregoing, Borrower shall (a) give the Agent prompt written notice of any Commercial Tort Claim of Borrower not specifically identified herein and any Letter of Credit 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 Letter of Credit Right and the proceeds thereof, and (b) on such periodic basis as Lender Agent shall require, Borrowers shall (ai) provide Lender Agent with a report of all new patentable, copyrightable, copyrightable or trademarkable materials acquired or generated by Borrowers Borrower during the prior period, (bii) cause all patents, copyrights, and trademarks acquired or generated by Borrowers 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 Borrowers' Borrower's ownership thereof, and (ciii) cause to be prepared, executed, and delivered to Lender Agent supplemental schedules to the applicable 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 Agent at Agent'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 request of LenderAgent, Borrowers and Guarantors shall execute and deliver to LenderAgent, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the "Additional Documents") that Lender Agent may request in its Permitted Discretion, in form and substance satisfactory to LenderAgent, to perfect and continue perfected or better perfect the LenderAgent'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 acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other 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 or Guarantor's name and authorize Lender Agent to file such executed Additional Documents in any appropriate filing office. In addition, on such periodic basis as Lender Agent shall require, Borrowers and Guarantors shall (a) provide Lender Agent with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Borrowers Borrower or Guarantor during the prior period, (b) cause all patents, copyrights, and trademarks acquired or generated by Borrowers 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 Borrowers' Borrower's or Guarantor's ownership thereof, and (c) cause to be prepared, executed, and delivered to Lender Agent supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.

Delivery of Additional Documentation Required. At any time upon the request of LenderAgent, Borrowers shall execute and deliver to LenderAgent, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the "Additional Documents") that Lender Agent may request in its Permitted Discretion, in form and substance satisfactory to LenderAgent, to perfect and continue perfected or better perfect the LenderAgent'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 acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other 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 name and authorize Lender Agent to file such executed Additional Documents in any appropriate filing office. In addition, on such periodic basis as Lender Agent shall require, Borrowers shall (a) provide Lender Agent with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Borrowers during the prior period, (b) 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 (c) cause to be prepared, executed, and delivered to Lender Agent supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.

Delivery of Additional Documentation Required. At any time upon the request of LenderFoothill, Borrowers 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, original continuation financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, collateral assignments, mortgages, leasehold mortgages, deeds of trust, leasehold deeds of trust, endorsements of certificates of title, 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 Permitted Discretionrequest, in form and substance satisfactory to LenderFoothill, to perfect and continue perfected or better perfect the LenderFoothill's Liens 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, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To In this regard and without limiting the maximum extent permitted by applicable lawgenerality of the foregoing, each Foothill shall have the right to require Borrower authorizes Lender to execute any such Additional Documents in the applicable Borrower's name and authorize Lender to file such executed Additional Documents in any appropriate filing office. In addition, on such periodic basis as Lender shall require, Borrowers shall to: (a) provide Lender obtain phase-I environmental reports and real estate surveys with a report of all new patentablerespect to the Real Property Collateral from environmental consultants and surveyors and setting forth results, copyrightablein each case, or trademarkable materials acquired or generated by Borrowers during the prior period, acceptable to Foothill in its sole discretion; (b) cause all patents, copyrights, and trademarks acquired at such time or generated by Borrowers that are not already the subject of a registration times as Borrower or any Guarantor acquires any copyright registered with the appropriate filing office United States Copyright Office or applies for registration of any copyright with the United States Copyright Office, execute and deliver (or an application therefor diligently prosecutedcause such Guarantor to execute and deliver (and, by its execution and delivery of the Guaranty or a joinder thereto, each of the Guarantors hereby agrees to execute and deliver)) to be registered with promptly a Copyright Security Agreement or joinder or supplement thereto in respect of such appropriate filing office in a manner sufficient to impart constructive notice of Borrowers' ownership thereof, and copyrights or copyright applications; (c) cause CRLA to be prepared, executed, execute and delivered to Lender supplemental schedules deliver a Mortgage with respect to the applicable Loan Documents Real Property that it is to identify such patents, copyrights, acquire in Southern California that is referred to as the "Mira Loma" site; and trademarks as being subject (d) cause CRNY to the security interests created thereunderexecute and deliver a Collateral Assignment of Tower Lease with respect to its new Tower Lease.

Delivery of Additional Documentation Required. At any time upon the request of LenderAgent, Borrowers 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 in lieu of continuation statements, fixture filings, mortgages, security agreements, pledges, assignmentsassignments (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, and all other documents (the "“Additional Documents"”) that Lender Agent may request in its Permitted Discretion, in form and substance satisfactory to LenderAgent, subject to the Senior Loan Liens and the Senior Lender Rights, to perfect and continue perfected or better perfect perfect, the Lender's 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 acquired after the Closing DateDate (in form 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 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 authorize Lender authorizes Agent to file such executed Additional Documents in any appropriate filing office. In addition, on such periodic basis as Lender Agent shall requirerequire (but so long as no Event of Default is continuing, Borrowers 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), (a) provide Lender Agent with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Borrowers any of the Obligors during the prior period, (b) 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' the applicable Obligor’s ownership thereof, and (c) cause to be prepared, executed, and delivered to Lender Agent supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.

Delivery of Additional Documentation Required. At any time upon the request of LenderAgent, Borrowers shall execute and deliver to Lender, any and Agent all continuation financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, control agreements, affidavits, reports, notices, schedules of accounts, letters of authority, and bailee acknowledgments, each in form and substance satisfactory to Agent 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, and applications for title, and, in any event (whether prior to or after the occurrence of an Event of Default), all other documents (the "Additional Documents") that Lender Agent reasonably may request in its Permitted Discretionrequest, each in form and substance satisfactory to LenderAgent, to perfect and continue perfected or better perfect the Lender's 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 DateCollateral, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable lawApplicable Law, each Borrower authorizes Lender Agent to execute any such Additional Documents documents in the applicable such Borrower's ’s name and authorize Lender authorizes the Agent to file such executed Additional Documents documents in any appropriate filing office. In addition, on such periodic basis as Lender shall requireWithout limiting the foregoing, Borrowers shall (a) give the Agent prompt written notice of any Commercial Tort Claim of Borrowers not specifically identified on Schedule 5.10(b) and any Letter of Credit Right of Borrowers. 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 Letter of Credit Right and the proceeds thereof, and (b) on such periodic basis as the Agent shall require, (i) provide Lender Agent with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Borrowers during the prior period, (b) cause all patents, registered copyrights, registered trademarks and trademarks acquired or generated by Borrowers that are not already licenses with respect to any of the subject of a registration with the appropriate filing office foregoing (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 (cii) cause to be prepared, executed, and delivered to Lender Agent supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, registered copyrights and registered trademarks as being subject to the security interests created thereunder, and (iii) execute and deliver to Agent at Agent’s request 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 request of LenderAgent, Borrowers Borrower shall execute (or cause to be executed) and deliver to LenderAgent, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the "“Additional Documents"”) upon which Borrower’s signature may be required that Lender Agent may request in its Permitted Discretion, in form and substance satisfactory to LenderAgent, to perfect and continue perfected or better perfect the Lender's 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 acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other 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 authorize Lender authorizes Agent to file such executed Additional Documents in any appropriate filing office. In addition, on such periodic basis as Lender Agent shall reasonably require, Borrowers Borrower shall (a) provide Lender Agent with a report of all new patentabletrademark applications or registrations, copyrightablecopyright registrations, or trademarkable materials patent applications or issued patents acquired or generated by Borrowers Borrower during the prior period, (b) cause all patents, copyrights, and trademarks acquired or generated by Borrowers 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 Borrowers' Borrower’s ownership thereof, and (c) 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 Loan Documents to identify such patents, 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 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 the other Loan Documents without signature. Borrower hereby ratifies, to the extent necessary, Agent’s authorization to file a financing statement or amendment thereto, 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 the then extant Letter of Credit Usage or return of the original Letters of Credit to the Issuing Lender, Borrower shall not terminate, amend or file a correction statement with respect 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 request of LenderAgent, Borrowers shall execute and deliver to LenderAgent, any and all financing statementsstatements (including, original financing statements without limitation, any amendments thereto and any "in lieu of lieu" continuation statements, fixture filings), security agreements, pledges, assignments, endorsements of certificates of title, bailee acknowledgments and all other documents (the "Additional Documents") that Lender Agent may request in its Permitted Discretion, each in form and substance satisfactory to LenderAgent, to perfect and continue perfected or to better perfect the LenderAgent'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 acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other 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 name and authorize Lender Agent to file such executed Additional Documents in any appropriate filing office. In addition, on such periodic basis as Lender shall requireWithout limiting the foregoing, Borrowers shall (a) give the Agent prompt written notice of any Commercial Tort Claim of Borrowers not specifically identified herein and any Letter of Credit Right of any Borrower. Borrowers shall grant to the Agent, for the benefit of the Lender Group, a security interest in any such Commercial Tort Claim or Letter of Credit Right and the proceeds thereof, and (b) on such periodic basis as Agent shall require, (i) provide Lender Agent with a report of all new patentable, copyrightable, copyrightable or trademarkable materials acquired or generated by Borrowers during the prior period, (bii) 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 (ciii) cause to be prepared, executed, and delivered to Lender Agent supplemental schedules to the applicable 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 Agent at Agent's request Patent and Trademark Security Agreements with respect to such patents or trademarks for filing with the appropriate filing office.

Delivery of Additional Documentation Required. At any time time, upon the reasonable request of Lender, Borrowers shall execute and deliver to Lender, Lender any and all financing statements, original initial financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the "Additional DocumentsADDITIONAL DOCUMENTS") that Lender may request in its Permitted Discretion, in form and substance satisfactory to Lender, to perfect and continue perfected or 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, and in order to fully consummate all of the transactions contemplated hereby and under the other 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 name and authorize Lender to file such executed Additional Documents in any appropriate filing office. In addition, on such periodic basis as Lender shall reasonably require, Borrowers shall (but 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 patentable, copyrightable, or trademarkable materials acquired or generated by Borrowers during the prior period, (b) cause all material 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 (c) cause to be prepared, executed, and delivered to Lender supplemental schedules to the applicable Loan Documents to identify such material patents, copyrights, and trademarks as being subject to the security interests created thereunder.

Delivery of Additional Documentation Required. At any time upon the written request of Lender, Borrowers Borrower shall execute and deliver to Lender, any and all financing statementsstatements (including, original financing statements without limitation, any amendments thereto and any “in lieu of lieu” continuation statements, fixture filings), security agreements, pledges, assignments, endorsements of certificates of title, bailee acknowledgments and all other documents (the "“Additional Documents"”) that Lender may request in its Permitted Discretionreasonably request, 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, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Financing 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 authorize Lender to file such executed Additional Documents in any appropriate filing office. In additionWithout 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 Letter of Credit Right of any Borrower. Borrower shall grant to the Lender a security interest in any such Commercial Tort Claim or Letter of Credit Right and the proceeds thereof, and (b) on such periodic basis as Lender shall reasonably require, Borrowers shall (ai) provide Lender with a report of all new patentable, copyrightable, copyrightable or trademarkable materials acquired or generated by Borrowers any Borrower during the prior period, (bii) cause all patents, copyrights, and trademarks acquired or generated by Borrowers 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 Borrowers' a Borrower’s ownership thereof, and (ciii) cause to be prepared, executed, and delivered to Lender supplemental schedules to the applicable 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 request of LenderAgent, Borrowers Borrower shall execute and deliver to LenderAgent, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the "Additional Documents") that Lender Agent may request in its Permitted Discretion, in form and substance satisfactory to LenderAgent, to perfect and continue perfected or better perfect the LenderAgent'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 (excluding office leases) acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other 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 name and authorize Lender authorizes Agent to file such executed Additional Documents in any appropriate filing office. In addition, on such periodic basis as Lender Agent shall requirerequire per Section 4 of the Intellectual Property Security Agreement and as referenced in Section 6.2, Borrowers Borrower shall (a) provide Lender Agent with a report of all new material patentable, copyrightable, or trademarkable materials acquired or generated by Borrowers Borrower during the prior period, (b) 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 Borrowers 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 Borrowers' Borrower's ownership thereof, and (c) cause to be prepared, executed, and delivered to Lender Agent supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.

Delivery of Additional Documentation Required. At any time upon the written request of the Lender, the Borrowers shall execute and deliver to the Lender, any and all financing statementsstatements (including, original financing statements without limitation, any amendments thereto and any "in lieu of lieu" continuation statements, fixture filings), security agreements, pledges, assignments, endorsements of certificates of title, bailee acknowledgments and all other documents (the "Additional Documents") that the Lender may reasonably request in its Permitted the Lender's Discretion, in form and substance satisfactory to the Lender, to perfect and continue perfected or 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 the Lender in any Real Property Estate acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other 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 name and authorize the Lender to file such executed Additional Documents in any appropriate filing office. In addition, on such periodic basis as the Lender shall require, the Borrowers shall (a) provide the Lender with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Borrowers during the prior period, (b) 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 thereofthereof promptly upon Lender's reasonable written request, taking into account the value of such intellectual property and the cost of such filing, and (c) cause to be prepared, executed, and delivered to the Lender supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder."

Delivery of Additional Documentation Required. (a) At any time upon the request of Lender, Borrowers Borrower shall execute and deliver to Lender, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, title and all other documents (the "Additional Documents") that Lender may request in its Permitted Discretion, in form and substance satisfactory to Lender, to perfect and continue perfected or 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 Datedate of this Agreement, and in order to fully consummate all of the transactions contemplated hereby and under the other 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 name and authorize authorizes Lender to file such executed Additional Documents in any appropriate filing office. In addition, on such periodic basis as Lender shall require, Borrowers Borrower shall (a) provide Lender with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Borrowers during the prior period, (b) 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 (c) cause to be prepared, executed, and delivered to Lender supplemental schedules to the applicable Loan Documents to identify such material patents, copyrights, and trademarks as being subject to the security interests created thereunder. (b) Parent and Borrower each agree to cause: (i) each Subsidiary of Parent not in existence on the date of this Agreement to execute and deliver to Lender promptly and in any event within 3 Business Days after the formation, acquisition or change in status thereof (A) a joinder to the Guaranty, (B) a joinder to the Parent Security Agreement, (C) if such Subsidiary has any Subsidiaries, a joinder to the Parent Stock Pledge Agreement together with (y) certificates evidencing all of the Stock of any Person owned by such Subsidiary, and (z) undated stock powers executed in blank, (D) one or more mortgages regarding any owned Real Property, to the extent that the difference between the then current fair market value of such Real Property and the amount of all Liens with respect to such Real Property (as determined by Lender in its sole discretion) is in excess of $1,000,000, and (E) such other agreements, instruments, approvals, or other documents reasonably requested by Lender in order to create, perfect, establish the first priority (other than Permitted Liens) of or otherwise protect any Lien purported to be covered by any such Parent Security Agreement, Parent Stock Pledge Agreement or mortgage or otherwise to make such Subsidiary a party to and bound by all of the terms, covenants and agreements contained in the Loan Documents and that all or substantially all of the property and assets of such Subsidiary shall become Collateral for the Obligations; and (ii) each owner of the Stock of any such Subsidiary to execute and deliver promptly and in any event within 3 Business Days after the formation or acquisition of such Subsidiary a supplement to the Borrower Stock Pledge Agreement or Parent Stock Pledge Agreement, as applicable, together with (A) certificates evidencing all of the Stock of such Subsidiary, (B) undated stock powers or other appropriate instruments of assignment executed in blank, and (C) such other agreements, instruments, approvals, or other documents reasonably requested by Lender.

Delivery of Additional Documentation Required. At any time upon the request of Lender, Borrowers Borrower shall execute and deliver to Lender, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, bailee acknowledgments and all other instruments or documents (the "“Additional Documents"”) that Lender may request in its Permitted 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, and in order to fully consummate all of the transactions contemplated hereby and under the other 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 authorize 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 Letter of Credit Right of Borrower. In additionBorrower shall grant to the Lender, for the benefit of the Lender, a security interest in any such Commercial Tort Claim or Letter of Credit Right and the proceeds thereof, and (b) on such periodic basis as Lender shall require, Borrowers shall (ai) provide Lender with a report of all new patentable, copyrightable, copyrightable or trademarkable materials acquired or generated by Borrowers Borrower during the prior period, (bii) cause all patents, copyrights, and trademarks acquired or generated by Borrowers 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 Borrowers' Borrower’s ownership thereof, and (ciii) cause to be prepared, executed, and delivered to Lender supplemental schedules to the applicable 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. 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 request of Lenderthe Collateral Agent, Borrowers each Grantor shall execute and deliver to Lenderthe Collateral Agent, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the "“Additional Documents"”) that Lender the Collateral Agent may request in its Permitted Discretionsole discretion, in form and substance reasonably satisfactory to Lenderthe Collateral Agent, to perfect and continue perfected or better perfect the Lender's 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, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Noteholder Documents. To the maximum extent permitted by applicable law, each Borrower authorizes Lender to execute any such Additional Documents in the applicable Borrower's name and authorize Lender to file such executed Additional Documents in any appropriate filing office. In addition, on such periodic basis as Lender the Collateral Agent shall reasonably require, Borrowers each Grantor shall (a) provide Lender the Collateral Agent with a report of all new material patentable, copyrightable, or trademarkable materials acquired or generated by Borrowers each Grantor during the prior period, (b) cause all patents, copyrights, material Patents and trademarks Trademarks acquired or generated by Borrowers 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 Borrowers' each Grantor’s ownership thereof, (c) 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 (cd) cause to be prepared, executed, and delivered to Lender the Collateral Agent supplemental schedules to the applicable Loan Documents Noteholder Document to identify such patents, copyrightsmaterial Patents and Copyrights to the extent registered after the date hereof, and trademarks such material Trademarks as being subject to the security interests created thereunderhereunder.

Delivery of Additional Documentation Required. At any time upon the reasonable request of LenderAgent, Borrowers Borrower shall authorize or execute and deliver to LenderAgent, as applicable, any and all financing statementsstatements (including, original financing statements without limitation, any amendments thereto and any "in lieu of lieu" continuation statements, fixture filings), security agreements, pledges, assignments, endorsements of certificates of title, bailee acknowledgments and all other documents (the "Additional Documents") that Lender Agent may request in its Permitted Discretion, each in form and substance satisfactory to LenderAgent, to perfect and continue perfected or better perfect to maintain priority for the LenderAgent'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, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, each the Borrower authorizes Lender Agent to execute any such Additional Documents in the applicable Borrower's name and authorize Lender authorizes Agent to file such executed Additional Documents in any appropriate filing office. In additionWithout limiting the foregoing, on such periodic basis as Lender shall require, Borrowers Borrower shall (a) give the Agent prompt written notice of any Commercial Tort Claim of Borrower not specifically identified herein and any Letter of Credit 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 Letter of Credit Right and the proceeds thereof, and (b) once per fiscal quarter, (i) provide Lender Agent with a report of all new patentable, copyrightable, copyrightable or trademarkable materials acquired or generated by Borrowers Borrower during the prior period, (bii) cause all material patents, material copyrights, and material trademarks acquired or generated by Borrowers 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 Borrowers' Borrower's ownership thereof, and (ciii) cause to be prepared, executed, and delivered to Lender Agent supplemental schedules to the applicable Loan Documents to identify such material patents, copyrights, material copyrights and material trademarks as being subject to the security interests created thereunder, and (iv) execute and deliver to Agent, at Agent'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 Borrower shall from time upon the request of Lender, Borrowers shall to time execute and deliver to LenderBank, any and at the request of Bank, all Negotiable Collateral, all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the "Additional Documents") that Lender Bank may request in its Permitted Discretionrequest, in form and substance satisfactory to LenderBank, to perfect and continue perfected or better perfect the Lender's Liens perfection of Bank’s security interests in the Collateral (whether now owned or hereafter arising otherwise to protect its rights in the Borrower Collateral or acquired), to create and perfect Liens in favor of Lender in any 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. To Without limiting the maximum extent permitted by applicable law, each Borrower authorizes Lender to execute any such Additional Documents in generality of the applicable Borrower's name and authorize Lender to file such executed Additional Documents in any appropriate filing office. In addition, on such periodic basis as Lender shall require, Borrowers shall foregoing: (a) provide Lender with Borrower shall, promptly upon obtaining any interest in a report letter of credit, deliver to Bank physical possession of all new patentablesuch original letters of credit issued to Borrower on behalf of any third party and, copyrightableupon request by Bank, shall either assign the proceeds of such letter of credit to Bank pursuant to documentation reasonably acceptable to Bank, or trademarkable materials acquired or generated by Borrowers during (if permitted under the prior period, terms of such letter of credit) transfer such letter of credit to Bank pursuant to documentation reasonably acceptable to Bank. (b) Borrower shall, promptly after Borrower enters into any additional Project Contract, deliver or cause all patentsto be delivered a true and correct copy thereof to Bank, copyrightsand, upon Bank’s request, shall obtain and deliver to Bank such collateral assignments of Borrower’s rights thereunder, and trademarks acquired or generated such Third-Party Consents, as Bank may reasonably request in order to protect Bank’s rights with respect thereto. (c) Borrower shall give Bank prompt written notice of becoming aware of any commercial tort claim to which Borrower acquires rights, describing such commercial tort claim in reasonable detail (and such notice shall constitute a grant by Borrowers that are not already the subject Borrower to Bank of a registration with security interest in such commercial tort claim, as security for the appropriate Obligations). (d) Borrower hereby authorizes Bank to file financing statements in all applicable filing office offices (i) indicating the Borrower Collateral (A) as all assets of Borrower (or words of similar effect), or (B) as being of an application therefor diligently prosecuted) to be registered equal or lesser scope or with such appropriate filing office in a manner sufficient to impart constructive notice of Borrowers' ownership thereofgreater detail, and (cii) cause containing any other information required by part 5 of Article 9 of the Code. Borrower shall execute, obtain, deliver and (if applicable) file or record all financing statements, correction statements and notices, and, at Bank’s request, use commercially reasonable efforts to be preparedobtain consents, executedcontrol agreements, landlords’ waivers, acknowledgments and other documents (including, assignments of rights under Project Contracts), and delivered take all other actions that Bank may deem necessary or advisable to Lender supplemental schedules perfect or protect Bank’s security interest in the Borrower Collateral against the interests of third parties. Borrower agrees to the applicable Loan Documents to identify pay, on demand, all Bank Expenses (including taxes and fees) payable in connection with any such patentsfilings, copyrightsrecordings, and trademarks as being subject to the security interests created thereundernotices or other actions.

Delivery of Additional Documentation Required. At Borrower authorizes Administrative Agent to file, transmit, or communicate, as applicable, UCC financing statements, in-lieu financing statements and amendments describing the Personal Property Collateral as "all personal property of debtor" or "all assets of debtor" or words of similar effect, in order to perfect Administrative Agent's Liens on the Personal Property Collateral without Borrower's signature. Notwithstanding the foregoing, at any time upon the request of LenderAdministrative Agent, Borrowers Borrower shall execute (or cause to be executed) and deliver to LenderAdministrative Agent, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the "Additional DocumentsADDITIONAL DOCUMENTS") upon which Borrower's signature may be required that Lender Administrative Agent may request in its Permitted Discretionrequest, in form and substance satisfactory to LenderAdministrative Agent, to perfect and continue perfected or better perfect the LenderAdministrative Agent's Liens in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor of Lender Administrative Agent in any Real Property Collateral (including, but not limited to, Oil and Gas Property) acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by applicable law, each Borrower authorizes Lender Administrative Agent to execute any such Additional Documents in the applicable Borrower's name and authorize Lender authorizes Administrative Agent to file such executed Additional Documents in any appropriate filing office. Borrower also hereby ratifies its authorization for Administrative Agent to have filed in any jurisdiction any financing statements or amendments thereto if filed prior to the date hereof. Borrower shall not terminate, amend or file a correction statement with respect to any Code financing statement filed pursuant to this SECTION 5.4 without Administrative Agent's prior written consent. In addition, on such periodic basis as Lender Administrative Agent shall require, Borrowers Borrower shall (a) provide Lender Administrative Agent with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Borrowers Borrower during the prior period, (b) cause all patents, copyrights, and trademarks acquired or generated by Borrowers 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 Borrowers' Borrower's ownership thereof, and (c) cause to be prepared, executed, and delivered to Lender Administrative Agent supplemental schedules to the applicable Loan TERM LOAN AND SECURITY AGREEMENT Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder. Borrower grants Administrative Agent a power-of-attorney, irrevocable so long as this Agreement is in existence, to amend SCHEDULE P to include any Proprietary Rights including (but not limited to) future Trademarks.

Delivery of Additional Documentation Required. At any time upon the request of LenderFoothill, Borrowers Borrower shall execute and deliver to Lender, any and Foothill all financing statements, original continuation financing statements in lieu of continuation statements, fixture filings, security agreements, chattel mortgages, pledges, assignments, endorsements of certificates of title, 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 Permitted Discretionrequest, in form and substance satisfactory to LenderFoothill, to perfect and continue perfected or better perfect the LenderFoothill's Liens 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 DateCollateral, and in order to fully consummate all of the transactions contemplated hereby and under the other the 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 name and authorize Lender to file such executed Additional Documents in any appropriate filing office. In addition, on such periodic basis as Lender shall requireand without limiting the generality of the foregoing, Borrowers shall (a) provide Lender with Borrower acknowledges and agrees that, subject to the provisos in the definitions of "Collateral," "Permitted Mountasia Acquisition," and "Permitted Unrestricted Subsidiary Acquisition," Foothill shall be entitled, at Foothill's sole option, to have a report Lien on all present or future, now owned or hereafter acquired, Real Property of all new patentable, copyrightableBorrower (including FunCenters acquired or developed after the Closing Date), or trademarkable materials acquired or generated by Borrowers during any part thereof, even though Foothill may not have obtained a Lien on some of the prior periodReal 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) cause all patentsif at any time Foothill asks any Debtor to transfer any Real Property to any other Debtor of which such transferor Debtor is a Subsidiary, copyrightssuch transferor Debtor will do so if it may lawfully do so, will execute and deliver any documents of transfer reasonably requested by Foothill, and trademarks acquired will use its best efforts to obtain any consents of third parties (such as lessors) that may be necessary 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 advisable in a manner sufficient to impart constructive notice of Borrowers' ownership thereof, and (c) cause to be prepared, executed, and delivered to Lender supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunderconnection therewith.

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 request of LenderAgent, Borrowers shall execute and deliver to LenderAgent, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, supplements, and all other documents (the "Additional Documents") upon which Borrower's signature may be required that Lender Agent may request in its Permitted Discretion, in form and substance reasonably satisfactory to LenderAgent, to perfect and continue perfected perfection of or better perfect the LenderAgent'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 acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other 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 name and authorize Lender 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. 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 Closing Date. No Borrower shall terminate, 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 such periodic a quarterly basis as Lender Agent shall require, Borrowers shall (a) provide Lender Agent with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Borrowers during the prior period, (b) 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 (c) cause to be prepared, executed, and delivered to Lender Agent supplemental schedules to the applicable Loan Documents to identify such patents, 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, 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 be executed and delivered to Agent) any and all Additional Documents requested by Agent to perfect the Agent's Liens in such Permitted Investment.

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 request of LenderAgent, Borrowers shall execute and deliver to Lender, Agent any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, supplements, and all other documents (the "Additional Documents") upon which a Borrower's signature may be required that Lender Agent may request in its Permitted Discretion, in form and substance reasonably satisfactory to LenderAgent, to perfect and continue perfected perfection of or better perfect the LenderAgent'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 acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other 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 name and authorize Lender 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. 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 Closing Date. No Borrower shall terminate, 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 such periodic a quarterly basis as Lender Agent shall require, Borrowers shall (a) provide Lender with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Borrowers during the prior period, (b) 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 (cb) cause to be prepared, executed, and delivered to Lender Agent supplemental schedules to the applicable Loan Documents to identify such patents, 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), (g) 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 be executed and delivered to Agent) any and all Additional Documents requested by Agent to perfect the Agent's Liens in such Permitted Investment.

Delivery of Additional Documentation Required. At any time upon the --------------------------------------------- request of Lender, Borrowers Borrower shall execute and deliver to Lender, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, and all other documents (the "Additional ---------- Documents") that Lender may request in its Permitted Discretion, in form and --------- substance satisfactory to Lender, to perfect and continue perfected or 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 Collateral acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other 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 name and authorize authorizes Lender to file such executed Additional Documents in any appropriate filing office. In addition, on such periodic basis as Lender shall require, Borrowers Borrower shall (a) provide Lender with a report of all new patentable, copyrightable, patentable or trademarkable copyrightable materials acquired or generated by Borrowers Borrower during the prior period, (b) cause all patents, copyrights, and trademarks acquired or generated by Borrowers 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 Borrowers' Borrower's ownership thereof, and (c) cause to be prepared, executed, and delivered to Lender supplemental schedules to the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunder.

Delivery of Additional Documentation Required. (a) At any time upon the request of LenderFoothill, Borrowers Borrower shall (and shall cause its Subsidiaries to) execute and deliver to Lender, any and Foothill all financing statements, original continuation financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements of certificates of title, applications for title, affidavits, reports, notices, schedules of accounts, letters of authority, and all other documents (including documents required for compliance with the "Additional Documents"Assignment of Claims Act, 31 U.S.C. Section 3727 or any State's statutory counterpart thereto) that Lender Foothill reasonably may request in its Permitted Discretionrequest, in form and substance reasonably satisfactory to LenderFoothill, to perfect and continue perfected or better perfect the LenderFoothill's Liens security interests in the Collateral (whether now owned or hereafter arising or acquired), to create and perfect Liens in favor the other properties and assets of Lender in any Real Property acquired after the Closing DateBorrower and its Subsidiaries, and in order to fully consummate all of the transactions contemplated hereby and under the other 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 name and authorize Lender to file such executed Additional Documents in any appropriate filing office. In addition, on such periodic basis as Lender shall require, Borrowers shall (a) provide Lender with a report of all new patentable, copyrightable, or trademarkable materials acquired or generated by Borrowers during the prior period, . (b) cause all patentsIn respect of each of the Securities Accounts of Borrower, copyrightsif any, Foothill, Borrower, and trademarks acquired each applicable financial intermediary or generated depositary shall enter into a control agreement that, among other things, provides that, from and after the giving of notice by Borrowers Foothill to such financial intermediary or depositary, it shall take instructions solely from Foothill with respect to the applicable Securities Account and related securities entitlements or deposit account, as applicable. Foothill agrees that are it will not already give such notice unless a Triggering Event has occurred. Borrower agrees that it will not transfer assets out of such Securities Accounts or deposit accounts other than in the subject ordinary course of business and, if to another financial intermediary or depositary, unless Borrower, Foothill, and the substitute financial intermediary or depositary have entered into a control agreement of the type described above. No arrangement contemplated hereby shall be modified by Borrower without the prior written consent of Foothill. Upon the occurrence of a registration Triggering Event, Foothill may elect to notify the financial intermediary to liquidate the securities entitlements in such Securities Account and may elect to notify the financial intermediary or depositary to remit the proceeds in the Securities Account or deposit account to the Foothill Account. (c) Anything in this Agreement to the contrary notwithstanding, Foothill agrees that: (i) so long as no Triggering Event has occurred and is continuing, (y) Borrower need not execute and deliver to Foothill documents required for compliance with the appropriate filing office (Assignment of Claims Act, 31 U.S.C. Section 3727 or an application therefor diligently prosecuted) any State's statutory counterpart thereto in respect of any one underlying contract or series of related underlying contracts giving rise to be registered with such appropriate filing office in a manner sufficient to impart constructive notice less than $1,000,000 of Borrowers' ownership thereofAccounts of Borrower, and (cz) cause Foothill agrees not to be preparedfile notices or copies of assignments under the Assignment of Claims Act or any State's statutory counterpart thereto; and (ii) after the occurrence and during the continuance of a Triggering Event, executed(y) Borrower shall execute and deliver to Foothill all documents that Foothill may request, in form satisfactory to Foothill, required for compliance with the Assignment of Claims Act or any State's statutory counterpart thereto, irrespective of the amount of Accounts arising out of any underlying contract, and delivered to Lender supplemental schedules to (z) Foothill may file any notices or copies of assignments under the applicable Loan Documents to identify such patents, copyrights, and trademarks as being subject to the security interests created thereunderAssignment of Claims Act or any State's statutory counterpart thereto.

Delivery of Additional Documentation Required. At any time upon the request of LenderAgent, Borrowers Borrower shall execute and deliver to LenderAgent, any and all financing statementsstatements (including, original financing statements without limitation, any amendments thereto and any "in lieu of lieu" continuation statements, fixture filings), security agreements, pledges, assignments, endorsements of certificates of title, bailee acknowledgments and all other documents (the "Additional Documents") that Lender Agent may request in its Permitted Discretion, each in form and substance satisfactory to LenderAgent, to perfect and continue perfected or to better perfect the LenderAgent'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 acquired after the Closing Date, and in order to fully consummate all of the transactions contemplated hereby and under the other 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 name and authorize Lender Agent to file such executed Additional Documents in any appropriate filing office. In additionWithout limiting the foregoing, Borrower shall (a) give the Agent prompt written notice of any Commercial Tort Claim of Borrower not specifically identified herein and any Letter of Credit 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 Letter of Credit Right and the proceeds thereof, and (b) on such periodic basis as Lender Agent shall require, Borrowers shall (ai) provide Lender Agent with a report of all new patentable, copyrightable, copyrightable or trademarkable materials acquired or generated by Borrowers Borrower during the prior period, (bii) cause all patents, copyrights, and trademarks acquired or generated by Borrowers 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 Borrowers' Borrower's ownership thereof, and (ciii) cause to be prepared, executed, and delivered to Lender Agent supplemental schedules to the applicable 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 Agent at Agent's request Patent, Trademark or Copyright Security Agreements with respect to such patents, trademarks or copyrights for filing with the appropriate filing office.