Common use of Filing and Recording Clause in Contracts

Filing and Recording. The Credit Parties shall, at their sole cost and expense, cooperate with the Collateral Agent in causing all financing statements and other Security Documents pursuant to this Agreement to be duly recorded and/or filed or otherwise perfected in all places necessary to perfect the Liens of the Collateral Agent, in the opinion of the Collateral Agent, and the Credit Parties shall take such other actions as the Collateral Agent may reasonably request, in order to perfect and protect the Liens of the Collateral Agent, for the ratable benefit of the Lenders, in the Collateral. Each of the Credit Parties, to the extent permitted by law, hereby authorizes the Collateral Agent to file any financing statement or other Security Document in respect of any Lien created pursuant to the Security Documents which may at any time be required to perfect such Liens or which, in the reasonable opinion of the Collateral Agent, may at any time be desirable, although the same may have been executed only by the Collateral Agent or, at the option of the Collateral Agent, to sign such financing statement on behalf of any Credit Party, and file the same, and each of the Credit Parties hereby irrevocably designates the Collateral Agent, its agents, representatives and designees as its agent and attorney-in-fact for this purpose. In the event that any re-recording or refiling thereof (or the filing of any statements of continuation or assignment of any financing statement) is required to protect and preserve such Lien, the Credit Parties shall, at the Credit Parties’ cost and expense, cause the same to be recorded and/or refiled at the time and in the manner requested by the Collateral Agent.

Filing and Recording. The Credit Parties shall, at their sole cost and expense, cooperate with the Collateral Agent in causing all financing statements statements, supplements to the existing Mortgages and other Security Documents pursuant to this Agreement to be duly recorded and/or filed or otherwise perfected in all places necessary to perfect the Liens of the Collateral Agent, in the opinion of the Collateral Agent, and the Credit Parties shall take such other actions as the Collateral Agent may reasonably request, in order to perfect and protect the Liens of the Collateral Agent, for the ratable benefit of the Lenders, in the Collateral. Each of the Credit Parties, to the extent permitted by law, hereby authorizes the Collateral Agent to file any financing statement or other Security Document in respect of any Lien created pursuant to the Security Documents which may at any time be required to perfect such Liens or which, in the reasonable opinion of the Collateral Agent, may at any time be desirable, although the same may have been executed only by the Collateral Agent or, at the option of the Collateral Agent, to sign such financing statement on behalf of any Credit Party, and file the same, and each of the Credit Parties hereby irrevocably designates the Collateral Agent, its agents, representatives and designees as its agent and attorney-in-fact for this purpose. In the event that any re-recording or refiling thereof (or the filing of any statements of continuation or assignment of any financing statement) is required to protect and preserve such Lien, the Credit Parties shall, at the Credit Parties’ cost and expense, cause the same to be recorded and/or refiled at the time and in the manner requested by the Collateral Agent.

Filing and Recording. The Credit Parties Borrower shall, at their its sole cost and expense, cooperate with the Collateral Agent in causing cause all financing statements and other Security Documents pursuant to this Agreement to be duly recorded and/or filed or otherwise perfected in all places necessary to perfect the Liens of the Collateral Agentnecessary, in the opinion of the Collateral AgentLender, and the Credit Parties shall take such other actions as the Collateral Agent Lender may reasonably request, in order to perfect and protect the Liens of the Collateral Agent, for the ratable benefit of the Lenders, Lender in the Collateral. Each of the Credit PartiesThe Borrower, to the extent permitted by law, hereby authorizes the Collateral Agent Lender to file any financing statement or other Security Document in respect of any Lien created pursuant to the Security Documents which may at any time be required to perfect such Liens or which, in the reasonable opinion of the Collateral AgentLender, may at any time be desirable, although the same may have been executed only by the Collateral Agent Lender or, at the option of the Collateral AgentLender, to sign such financing statement on behalf of any Credit Party, the Borrower and file the same, and each of the Credit Parties Borrower hereby irrevocably designates the Collateral AgentLender, its agentsagent, representatives and designees as its agent and attorney-in-fact for this purpose. In the event that any re-recording or refiling thereof (or the filing of any statements of continuation or assignment of any financing statement) is reasonably required to protect and preserve such Lien, the Credit Parties Borrower shall, at the Credit Parties’ Borrower's cost and expense, cause the same to be recorded and/or refiled at the time and in the manner reasonably requested by the Collateral AgentLender.

Filing and Recording. The Credit Parties Borrowers shall, at their sole cost and expense, cooperate with the Collateral Agent in causing cause all financing statements instruments and other Security Documents documents given as evidence of security pursuant to this Agreement to be duly recorded and/or filed or otherwise perfected in all places necessary to perfect the Liens of the Collateral Agentnecessary, in the opinion of the Collateral Agent, and the Credit Parties shall take such other actions as the Collateral Agent may reasonably request, in order to perfect and protect the Liens of the Collateral Agent, for the ratable benefit of the Lenders, Agent and Lenders in the Collateral. Each of the Credit PartiesThe Borrowers, to the extent permitted by law, hereby authorizes authorize the Collateral Agent to file any financing statement or other Security Document in respect of any Lien created pursuant to the Security Documents which may at any time be required to perfect such Liens or which, in the reasonable opinion of the Collateral Agent, may at any time be desirable, desirable although the same may have been executed only by the Collateral Agent or, at the option of the Collateral Agent, to sign such financing statement on behalf of any Credit Party, the Borrowers and file the same, and each of the Credit Parties Borrowers hereby irrevocably designates designate the Collateral Agent, its agents, representatives and designees as its agent and attorney-in-fact for this purpose. In the event that any re-recording or refiling thereof (or the filing of any statements of continuation or assignment of any financing statement) is required to protect and preserve such Lien, the Credit Parties Borrowers shall, at the Credit Parties’ Borrowers' cost and expense, cause the same to be recorded and/or refiled at the time and in the manner requested by the Collateral Agent.

Filing and Recording. The Credit Parties shall, at their sole cost and expense, cooperate with the Collateral Agent Applicable Agents in causing all financing statements and other Security Documents pursuant to this Agreement to be duly recorded and/or filed or otherwise perfected in all places necessary to perfect the Liens of the Collateral AgentApplicable Agents, in the opinion of the Collateral Agentsuch Agents, and the Credit Parties shall take such other actions as the Collateral Agent Applicable Agents may reasonably request, in order to perfect and protect the Liens of the Collateral AgentApplicable Agents, for the ratable benefit of the applicable Class of Lenders, in the applicable Collateral. Each of the Credit Parties, to the extent permitted by law, hereby authorizes the Collateral Agent Applicable Agents to file any financing statement statement, Mortgage or other Security Document in respect of any Lien created pursuant to the applicable Security Documents which may at any time be required to perfect such Liens or which, in the reasonable opinion of the Collateral AgentApplicable Agents, may at any time be desirable, although the same may have been executed only by the Collateral Applicable Agent or, at the option of the Collateral Applicable Agent, to sign such financing statement on behalf of any applicable Credit Party, and file the same, and each of the Credit Parties hereby irrevocably designates the Collateral Applicable Agent, its agents, representatives and designees as its agent and attorney-in-fact for this purpose. In the event that any re-recording or refiling thereof (or the filing of any statements of continuation or assignment of any financing statement) is required to protect and preserve such Lien, the applicable Credit Parties shall, at the applicable Credit Parties’ cost and expense, cause the same to be recorded and/or refiled at the time and in the manner requested by the Collateral Applicable Agent.

Filing and Recording. The Credit Parties Borrowers shall, at their sole cost and expense, cooperate with the Collateral Agent in causing cause all financing statements instruments and other Security Documents documents given as evidence of security pursuant to this Agreement to be duly recorded and/or filed or otherwise perfected in all places necessary to perfect the Liens of the Collateral Agentnecessary, in the opinion of the Collateral AgentLender, and the Credit Parties shall take such other actions as the Collateral Agent Lender may reasonably request, in order to perfect and protect the Liens or security interests of the Collateral AgentLender in the property in which a Lien is granted pursuant to the documents referred to in this Article V, for together with all other property in which the ratable benefit Borrowers and/or their Subsidiaries have now granted or will hereafter xxxxx x Xxxx in favor of the LendersLender (except for property subject to a purchase money security interest permitted under Section 9.03 below) (collectively, in the "Collateral"). Each of the Credit PartiesThe Borrowers, to the extent permitted by law, hereby authorizes authorize the Collateral Agent Lender to file any financing statement or other Security Document notice with the U.S Patent and Trademark Office in respect of any Lien created pursuant to the Security Documents such security agreements which may at any time be required to perfect such Liens or which, in the reasonable opinion of the Collateral AgentLender, may at any time be desirable, desirable although the same may have been executed only by the Collateral Agent Lender or, at the option of the Collateral AgentLender, to sign such financing statement statements and/or notices on behalf of any Credit Party, the Borrowers and their Subsidiaries and file the same, and each of the Credit Parties Borrowers hereby irrevocably designates designate the Collateral AgentLender, its agents, representatives and designees as its agent and attorney-in-fact for the Borrowers and their Subsidiaries for this purpose. In the event that any re-recording or refiling thereof (or the filing of any statements of continuation or assignment of any financing statement) is required to protect and preserve such LienLien or security interest, the Credit Parties Borrowers shall, at the Credit Parties’ Borrowers' cost and expense, cause the same to be re-recorded and/or refiled at the time and in the manner requested by the Collateral AgentLender.

Filing and Recording. The Credit Parties Each Borrower shall, at their its sole cost and expense, cooperate with the Collateral Agent in causing cause all financing statements instruments and other Security Documents documents given as evidence of security pursuant to this Agreement to be duly recorded and/or filed or otherwise perfected in all places necessary to perfect the Liens of the Collateral Agentnecessary, in the reasonable opinion of the Collateral AgentBank, and the Credit Parties shall take such other actions as the Collateral Agent Bank may reasonably request, in order to perfect and protect the Liens of the Collateral Agent, for the ratable benefit of the Lenders, Bank in the Collateral. Each Without limitation to the foregoing, the Borrower shall, at the request of the Credit PartiesBank, execute and deliver to the Bank a document in form and substance satisfactory to the Bank, which grants to the Bank a security interest in the patents, trademarks and copyrights of the Borrower. The Borrowers, to the extent permitted by law, hereby authorizes authorize the Collateral Agent Bank to file any financing statement or other Security Document in respect of any Lien created pursuant to the Security Documents which may at any time be required to perfect such Liens or which, in the reasonable opinion of the Collateral AgentBank, may at any time be desirable, desirable although the same may have been executed only by the Collateral Agent Bank or, at the option of the Collateral AgentBank, to sign such financing statement on behalf of any Credit Party, the Borrowers and file the same, and each of the Credit Parties Borrowers hereby irrevocably designates designate the Collateral AgentBank, its agents, representatives and designees as its agent and attorney-in-fact for this purpose. In the event that any re-recording rerecording or refiling thereof (or the filing of any statements of continuation or assignment of any financing statement) is required to protect and preserve such Lien, the Credit Parties each Borrower shall, at the Credit Parties’ Borrowers' cost and expense, cause the same to be recorded and/or refiled at the time and in the manner requested by the Collateral AgentBank.

Filing and Recording. The Credit Parties Borrowers shall, at their sole cost and expense, cooperate with the Collateral Agent in causing cause all financing statements instruments and other Security Documents documents given as evidence of security pursuant to this Agreement to be duly recorded and/or filed or otherwise perfected in all places necessary to perfect the Liens of the Collateral Agentnecessary, in the reasonable opinion of the Collateral AgentLender, and the Credit Parties shall take such other actions as the Collateral Agent Lender may reasonably request, in order to perfect and protect the Liens of the Collateral Agent, for the ratable benefit of the Lenders, Lender in the Collateral. Each of the Credit PartiesBorrower, to the extent permitted by law, hereby authorizes the Collateral Agent Lender to file any financing statement or other Security Document in respect of any Lien created pursuant to the Security Documents which may at any time be required to perfect such Liens or which, in the reasonable opinion of the Collateral AgentLender, may at any time be desirable, desirable although the same may have been executed only by the Collateral Agent Lender or, at the option of the Collateral AgentLender, to sign such financing statement on behalf of any Credit Party, the Borrower and file the same, and each of the Credit Parties Borrower hereby irrevocably designates the Collateral AgentLender, its agents, representatives and designees as its agent and attorney-in-fact for this purpose. In the event that any re-recording or refiling thereof (or the filing of any statements of continuation or assignment of any financing statement) is required to protect and preserve such Lien, the Credit Parties each Borrower shall, at the Credit Parties’ such Borrower's cost and expense, cause the same to be recorded and/or refiled at the time and in the manner requested by the Collateral AgentLender.

Filing and Recording. The Credit Parties Borrowers shall, at their sole cost and expense, cooperate with the Collateral Agent in causing cause all financing statements instruments and other Security Documents documents given as evidence of security pursuant to this Agreement to be duly recorded and/or filed or otherwise perfected in all places necessary to perfect the Liens of the Collateral Agentnecessary, in the opinion of the Collateral Agent, and the Credit Parties shall take such other actions as the Collateral Agent may reasonably request, in order to perfect and protect the Liens of the Collateral Agent, for the ratable benefit of the Lenders, Agent and Lenders in the Collateral. Each of the Credit PartiesThe Borrowers, to the extent permitted by law, hereby authorizes authorize the Collateral Agent to file any financing statement or other Security Document in respect of any Lien created pursuant to the Security Documents which may at any time be required to perfect such Liens or which, in the reasonable opinion of the Collateral Agent, may at any time be desirable, desirable although the same may have been executed only by the Collateral Agent or, at the option of the Collateral Agent, to sign such financing statement on behalf of any Credit Party, the Borrowers and file the same, and each of the Credit Parties Borrowers hereby irrevocably designates designate the Collateral Agent, its agents, representatives and designees as its agent and attorney-in-fact for this purpose. In the event that any re-re- recording or refiling thereof (or the filing of any statements of continuation or assignment of any financing statement) is required to protect and preserve such Lien, the Credit Parties Borrowers shall, at the Credit Parties’ Borrowers' cost and expense, cause the same to be recorded and/or refiled at the time and in the manner requested by the Collateral Agent.

Filing and Recording. The Credit Parties Borrowers shall, at their sole cost and expense, cooperate with the Collateral Agent in causing cause all financing statements instruments and other Security Documents documents given as evidence of security pursuant to this Agreement to be duly recorded and/or filed or otherwise perfected in all places necessary to perfect the Liens of the Collateral Agentnecessary, in the reasonable opinion of the Collateral Agent, and the Credit Parties shall take such other actions as the Collateral Agent may reasonably request, in order to perfect and protect the Liens of the Collateral Agent, for the ratable benefit of the Lenders, Agent and Lenders in the Collateral. Each of the Credit PartiesBorrowers, to the extent permitted by law, hereby authorizes authorize the Collateral Agent to file any financing statement or other Security Document in respect of any Lien created pursuant to the Security Documents to which it is a party which may at any time be required to perfect such Liens or which, in the reasonable opinion of the Collateral Agent, may at any time be desirable, desirable although the same may have been executed only by the Collateral Agent or, at the option of the Collateral Agent, to sign such financing statement on behalf of any Credit Party, such Borrower and file the same, and each of the Credit Parties Borrowers hereby irrevocably designates the Collateral Agent, its agents, representatives and designees as its agent and attorney-in-fact for this purposepurpose provided that the rights granted to the Agent in this sentence may only be exercised upon the occurrence and during the continuance of an Event of Default, or if such financing statement is being filed to correct an error or omission or if a Borrower has failed to promptly execute a financing statement prepared by the Agent in accordance with the Security Documents to which it is a party for the purpose of perfecting its Lien on Collateral. In the event that any re-recording or refiling thereof (or the filing of any statements of continuation or assignment of any financing statement) is required to protect and preserve such Lien, the Credit Parties Borrowers shall, at the Credit Parties’ Borrowers' cost and expense, cause the same to be recorded and/or refiled at the time and in the manner requested by the Collateral Agent.

Filing and Recording. The Credit Parties Borrower shall, at their its sole cost and expense, cooperate with the Collateral Agent in causing cause all financing statements and other Security Documents pursuant to this Agreement to be duly recorded and/or filed or otherwise perfected in all places necessary to perfect the Liens of the Collateral Agentnecessary, in the opinion of the Collateral AgentLender, and the Credit Parties shall take such other actions as the Collateral Agent Lender may reasonably request, in order to perfect and protect the Liens of the Collateral Agent, for the ratable benefit of the Lenders, Lender in the Collateral. Each of the Credit PartiesThe Borrower, to the extent permitted by law, hereby authorizes authorize the Collateral Agent Lender to file any financing statement or other Security Document in respect of any Lien created pursuant to the Security Documents which may at any time be required to perfect such Liens or which, in the reasonable opinion of the Collateral AgentLender, may at any time be desirable, although the same may have been executed only by the Collateral Agent Lender or, at the option of the Collateral AgentLender, to sign such financing statement on behalf of any Credit Party, the Borrower and file the same, and each of the Credit Parties Borrower hereby irrevocably designates the Collateral AgentLender, its agents, representatives and designees as its their agent and attorney-in-fact for this purpose. In the event that any re-recording or refiling thereof (or the filing of any statements of continuation or assignment of any financing statement) is required to protect and preserve such Lien, the Credit Parties Borrower shall, at the Credit Parties’ Borrower's cost and expense, cause the same to be recorded and/or refiled at the time and in the manner requested by the Collateral AgentLender.

Filing and Recording. The Credit Parties Borrowers shall, at their -------------------- sole cost and expense, cooperate with the Collateral Agent in causing cause all financing statements instruments and other Security Documents documents given as evidence of security pursuant to this Agreement to be duly recorded and/or filed or otherwise perfected in all places necessary to perfect the Liens of the Collateral Agentnecessary, in the opinion of the Collateral Agent, and the Credit Parties shall take such other actions as the Collateral Agent may reasonably request, in order to perfect and protect the Liens of the Collateral Agent, for the ratable benefit of the Lenders, Agent and Lenders in the Collateral. Each of the Credit PartiesThe Borrowers, to the extent permitted by law, hereby authorizes authorize the Collateral Agent to file any financing statement or other Security Document in respect of any Lien created pursuant to the Security Documents which may at any time be required to perfect such Liens or which, in the reasonable opinion of the Collateral Agent, may at any time be desirable, desirable although the same may have been executed only by the Collateral Agent or, at the option of the Collateral Agent, to sign such financing statement on behalf of any Credit Party, the Borrowers and file the same, and each of the Credit Parties Borrowers hereby irrevocably designates designate the Collateral Agent, its agents, representatives and designees as its agent and attorney-in-fact for this purpose. In the event that any re-re- recording or refiling thereof (or the filing of any statements of continuation or assignment of any financing statement) is required to protect and preserve such Lien, the Credit Parties Borrowers shall, at the Credit Parties’ Borrowers' cost and expense, cause the same to be recorded and/or refiled at the time and in the manner requested by the Collateral Agent.