THE SIGNATURE OF BORROWER
PRIOR TO THE DATE HEREOF.
40
(B)
IF BORROWER OR THE GUARANTORS ACQUIRE ANY COMMERCIAL TORT CLAIMS AFTER
THE DATE HEREOF, BORROWER SHALL PROMPTLY (BUT IN ANY EVENT WITHIN 3 BUSINESS
DAYS AFTER SUCH ACQUISITION) DELIVER TO LENDER A WRITTEN DESCRIPTION OF SUCH
COMMERCIAL TORT CLAIM AND SHALL DELIVER A WRITTEN AGREEMENT, IN FORM AND
SUBSTANCE SATISFACTORY TO LENDER, PURSUANT TO WHICH BORROWER OR THE GUARANTORS,
AS APPLICABLE, SHALL PLEDGE AND COLLATERALLY ASSIGN ALL OF ITS RIGHT, TITLE AND
INTEREST IN AND TO SUCH COMMERCIAL TORT CLAIM TO LENDER, AS SECURITY FOR THE
OBLIGATIONS (A "COMMERCIAL TORT CLAIM ASSIGNMENT").
(C)
AT ANY TIME UPON THE REQUEST OF LENDER, BORROWER SHALL EXECUTE OR
DELIVER TO LENDER, AND SHALL CAUSE THE GUARANTORS TO EXECUTE OR DELIVER TO
LENDER, 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 MAY REQUEST IN ITS PERMITTED DISCRETION, IN FORM AND SUBSTANCE
SATISFACTORY TO LENDER, TO CREATE, PERFECT AND CONTINUE PERFECTED OR TO BETTER
PERFECT THE LENDER'S LIENS IN THE ASSETS OF BORROWER AND THE GUARANTORS (WHETHER
NOW OWNED OR HEREAFTER ARISING OR ACQUIRED, TANGIBLE OR INTANGIBLE, 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, SUBJECT IN
EACH CASE TO ALL PERMITTED LIENS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, BORROWER AUTHORIZES LENDER TO EXECUTE ANY SUCH ADDITIONAL DOCUMENTS IN
BORROWER'S NAME AND AUTHORIZES LENDER TO FILE SUCH EXECUTED ADDITIONAL DOCUMENTS
IN ANY APPROPRIATE FILING OFFICE.
IN ADDITION, ON SUCH PERIODIC BASIS AS LENDER
SHALL REQUIRE, BORROWER SHALL (I) PROVIDE LENDER WITH A REPORT OF ALL NEW
MATERIAL PATENTABLE, COPYRIGHTABLE, OR TRADEMARKABLE MATERIALS ACQUIRED OR
GENERATED BY BORROWER OR THE GUARANTORS DURING THE PRIOR PERIOD, (II) CAUSE ALL
MATERIAL PATENTS, COPYRIGHTS, AND TRADEMARKS ACQUIRED OR GENERATED BY BORROWER
OR THE GUARANTORS THAT ARE NOT ALREADY THE SUBJECT OF A REGISTRATION WITH THE
APPROPRIATE FILING OFFICE (OR AN APPLICATION THEREFOR DILIGENTLY PROSECUTED) TO
BE REGISTERED WITH SUCH APPROPRIATE FILING OFFICE IN A MANNER SUFFICIENT TO
IMPART CONSTRUCTIVE NOTICE OF BORROWER'S OR THE APPLICABLE GUARANTOR'S OWNERSHIP
THEREOF, AND (III) 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.
4.5
Power of Attorney.
Each Borrower hereby irrevocably makes, constitutes,
and appoints Lender (and any of Lender's officers, employees, or agents
designated by Lender) as such Borrower's true and lawful attorney, with power to
(a) if Borrower refuses to, or fails timely to execute and deliver any of the
documents described in Section 4.4, sign the name of Borrower on any of the
documents described in Section 4.4, (b) at any time