such schedule may be amended or supplemented from time to time) sets forth
all Commercial Tort Claims with a value that is reasonably expected to be in
excess of $250,000 of each Grantor; and
(b)
Covenants and Agreements. Each Grantor
hereby covenants and agrees that with respect to any Commercial Tort Claim with
a value that is reasonably expected to be in excess of $250,000 hereafter
arising it shall deliver to the Collateral Agent a completed Pledge Supplement,
substantially in the form of Exhibit A attached hereto, together with all
Supplements to Schedules thereto, identifying such new Commercial Tort Claims.
21
ARTICLE V
FURTHER ASSURANCES; ADDITIONAL GRANTORS
Section 5.01
Further Assurances.
(A)
EACH GRANTOR AGREES THAT FROM TIME TO TIME,
AT THE EXPENSE OF SUCH GRANTOR, THAT IT SHALL PROMPTLY EXECUTE AND DELIVER ALL
FURTHER INSTRUMENTS AND DOCUMENTS, AND TAKE ALL FURTHER ACTION, THAT THE
COLLATERAL AGENT MAY REASONABLY REQUEST (SUCH REQUEST, IN ALL EVENTS, SHALL NOT
BE IN CONTRAVENTION OF THE INTERCREDITOR AGREEMENT), IN ORDER TO CREATE AND/OR
MAINTAIN THE VALIDITY, PERFECTION OR PRIORITY OF AND PROTECT ANY SECURITY
INTEREST GRANTED OR PURPORTED TO BE GRANTED HEREBY OR TO ENABLE THE COLLATERAL
AGENT TO EXERCISE AND ENFORCE ITS RIGHTS AND REMEDIES HEREUNDER WITH RESPECT TO
ANY COLLATERAL. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EACH GRANTOR
SHALL:
(I)
FILE SUCH FINANCING OR CONTINUATION
STATEMENTS, OR AMENDMENTS THERETO, AND EXECUTE AND DELIVER SUCH OTHER
AGREEMENTS, INSTRUMENTS, ENDORSEMENTS, POWERS OF ATTORNEY OR NOTICES, AS THE
COLLATERAL AGENT MAY REASONABLY REQUEST, IN ORDER TO PERFECT AND PRESERVE THE
SECURITY INTERESTS GRANTED OR PURPORTED TO BE GRANTED HEREBY; AND
(II)
TAKE ALL ACTIONS REASONABLY REQUESTED BY
THE COLLATERAL AGENT TO ENSURE THE RECORDATION OF APPROPRIATE EVIDENCE OF THE
LIENS AND SECURITY INTEREST GRANTED HEREUNDER IN THE INTELLECTUAL PROPERTY WITH
ANY INTELLECTUAL PROPERTY REGISTRY IN WHICH SAID INTELLECTUAL PROPERTY IS
REGISTERED OR IN WHICH AN APPLICATION FOR REGISTRATION IS PENDING INCLUDING,
WITHOUT LIMITATION, THE UNITED STATES PATENT AND TRADEMARK OFFICE, THE UNITED
STATES COPYRIGHT OFFICE, THE VARIOUS SECRETARIES OF STATE, AND THE FOREIGN
COUNTERPARTS ON ANY OF THE FOREGOING.
(B)
EACH GRANTOR HEREBY AUTHORIZES THE
COLLATERAL AGENT TO FILE A RECORD OR RECORDS, INCLUDING, WITHOUT LIMITATION,
FINANCING OR CONTINUATION STATEMENTS, AND AMENDMENTS THERETO, IN ANY
JURISDICTIONS AND WITH ANY FILING OFFICES AS THE COLLATERAL AGENT MAY DETERMINE,
IN ITS SOLE DISCRETION, ARE NECESSARY OR ADVISABLE TO PERFECT THE SECURITY
INTEREST GRANTED TO THE COLLATERAL AGENT HEREIN. SUCH FINANCING STATEMENTS MAY
DESCRIBE THE COLLATERAL IN THE SAME MANNER AS DESCRIBED HEREIN OR MAY CONTAIN AN
INDICATION OR DESCRIPTION OF COLLATERAL THAT DESCRIBES SUCH PROPERTY IN ANY
OTHER MANNER AS THE COLLATERAL AGENT MAY DETERMINE, IN ITS SOLE DISCRETION, IS
NECESSARY, ADVISABLE OR PRUDENT TO ENSURE THE PERFECTION OF THE SECURITY
INTEREST IN THE COLLATERAL GRANTED TO THE COLLATERAL AGENT HEREIN, INCLUDING,
WITHOUT LIMITATION, DESCRIBING SUCH PROPERTY AS "ALL ASSETS" OR "ALL PERSONAL
PROPERTY, WHETHER NOW OWNED OR HEREAFTER ACQUIRED."
(C)
EACH GRANTOR HEREBY AUTHORIZES THE
COLLATERAL AGENT TO MODIFY THIS AGREEMENT AFTER OBTAINING SUCH