Commercial Tort Claims. If any Grantor shall at any time obtain knowledge (determined as specified in [Section 3.12]) of any Commercial Tort Claim (except to the extent that the aggregate amount of all Commercial Tort Claims held by the Grantors is less than $750,000), such Grantor shall promptly (and no later than the Borrower’s next submission of a Compliance Certificate) furnish written notice thereof to the Administrative Agent, together with an amended Annex I including any such Commercial Tort Claim. Such Grantor shall additionally, at its own expense, execute and deliver, in form and substance reasonably satisfactory to the Administrative Agent, a grant of a security interest in such Commercial Tort Claim and the Proceeds thereof, together with any other agreements, instruments and documents that the Administrative Agent may reasonably request from time to time to further effect and/or confirm the assignment and grant of the security interest created by this Agreement in such Commercial Tort Claim and the Proceeds thereof.

Commercial Tort Claims. On the date hereof, no Grantor holds any Commercial Tort Claim which might reasonably result in awarded damages (less any and all legal and other expenses incurred or reasonably expected to be incurred by such Grantor) that is not listed on [Schedule 7]. Each Grantor will promptly give notice to Lender of any Commercial Tort Claim that is commenced in the future and will promptly execute or otherwise authenticate a supplement to this Agreement, and otherwise take all necessary action, to subject such Commercial Tort Claim to the First Priority security interest created under this Agreement. The foregoing shall apply only to Commercial Tort Claims that satisfy the following requirements: # the monetary value claimed by or payable to the relevant Grantor in connection with such Commercial Tort Claims shall exceed $100,000 in the aggregate for all such Commercial Tort Claims, and either (ii) (A) such Grantor shall have filed a lawsuit or counterclaim or otherwise commenced legal proceedings (including, without limitation, arbitration proceedings) against the Person against whom such Commercial Tort Claims are made, or # such Grantor and the Person against whom such Commercial Tort Claims are asserted shall have entered into a settlement agreement with respect to any such Commercial Tort Claims. In addition, to the extent that the existence of any Commercial Tort Claim held or acquired by any Grantor is disclosed by such Grantor in any public filing with the SEC, or to the extent that the existence of any such Commercial Tort Claim is disclosed in any press release issued by any Grantor, then, upon the request of Lender, the relevant Grantor shall, promptly after such request is made, transmit to the Lender a writing signed by such Grantor containing a brief description of such Commercial Tort Claim and granting to the Lender in such writing a security interest therein and in the Proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to the Lender.

Borrowers and Guarantors do not have any commercial tort claims in excess of $1,000,000 as of the Effective Date, except as set forth in the Information Certificate. In the event that any Borrower or Guarantor shall at any time after the Effective Date have any commercial tort claims, such Borrower or Guarantor shall promptly notify Administrative Agent thereof in writing, which notice shall # set forth in reasonable detail the basis for and nature of such commercial tort claim and # include the express grant by such Borrower or Guarantor to Administrative Agent of a security interest in such commercial tort claim (and the proceeds thereof). In the event that such notice does not include such grant of a security interest, the sending thereof by such Borrower or Guarantor to Administrative Agent shall be deemed to constitute such grant to Administrative Agent. Upon the sending of such notice, any commercial tort claim described therein shall constitute part of the Collateral and shall be deemed included therein. Without limiting the authorization of Administrative Agent provided in [Section 5.2(a)] hereof or otherwise arising by the execution by such Borrower or Guarantor of this Agreement or any of the other Financing Agreements, Administrative Agent is hereby irrevocably authorized from time to time and at any time to file such financing statements naming Administrative Agent or its designee as secured party and such Borrower or Guarantor as debtor, or any amendments to any financing statements, covering any such commercial tort claim as Collateral. In addition, each Borrower and Guarantor shall promptly upon Administrative Agent’s request, execute and deliver, or cause to be executed and delivered, to Administrative Agent such other agreements, documents and instruments as Administrative Agent may require in connection with such commercial tort claim.