Common use of Filings Clause in Contracts

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agent. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor debtor or in which Pledgor debtor otherwise has rights” or a similar description and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cutfiling, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agent. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent to file execute and/or submit filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), as applicable, including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents and to take such other actions as may be required under applicable law for the purpose of perfecting, recording, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Administrative Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “"all assets in which the Pledgor now owned owns or hereafter acquired by the Pledgor or in which Pledgor otherwise has acquires rights” " and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting oil, gas, minerals or the like to be extracted, other As-extracted collateral or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Administrative Agent promptly upon request by the Collateral Agentrequest. (b) Each Pledgor hereby ratifies its authorization for the Collateral Administrative Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Administrative Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Administrative Agent, as secured party.

Filings. (a) Each Subject to Section 3.5(b) hereof, each Pledgor hereby irrevocably authorizes the Collateral Administrative Agent at any time and from time to time prior to the termination of this Agreement to file in any relevant U.S. jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code UCC of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, Pledgor and (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Administrative Agent promptly upon request by the Collateral AgentAdministrative Agent and the Administrative Agent agrees to make available to such Pledgor copies of any such filings. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent Subject to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date Section 3.5(b) hereof. (c) Each , each Pledgor hereby further authorizes the Collateral Administrative Agent to file filings with the United States Patent USPTO and Trademark Office or United States Copyright Office (or the USCO, as applicable, any successor office or any similar office in any other country), including this Agreement, the Copyright Security AgreementAgreements, the any Patent Security Agreement and the Agreements, any Trademark Security Agreement, or Agreements and any other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunderhereunder in the Pledged IP Collateral, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Administrative Agent, as secured party. Without limiting the generality of the foregoing, each Pledgor agrees to execute and deliver to the Administrative Agent on the date hereof any Copyright Security Agreements, any Patent Security Agreements and any Trademark Security Agreements reasonably requested by the Administrative Agent for purposes of recording the security interest granted herein in the Pledged IP Collateral to the Administrative Agent with the USPTO and the USCO, as applicable.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” or using words of similar effect and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agent. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements relating Subject to the Pledged limitations set forth in the definition of “Collateral if filed prior to and Guarantee Requirement” set forth in the date hereof. (c) Each Credit Agreement, each Pledgor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other countryoffice), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunderhereunder with respect to registered and applied for Intellectual Property Collateral in the United States, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party.

Filings. (a) Each Pledgor The Company hereby irrevocably authorizes the Collateral Agent Lender at any time and from time to time to file, and will file at the Lender’s request and its sole cost and expense, in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement Lender deems necessary or amendment relating advisable to perfect its security interest in the Pledged Collateral, including (i) whether such Pledgor the Company is an organization, the type of organization and any organizational identification number issued to such Pledgorthe Company, (ii) describing the collateral therein as all assets or all personal property of the Company, (iii) any financing or continuation statements or other documents documents, to the extent describing the Pledged Collateral, without the signature of such Pledgor the Company where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets in which the Company now owned owns or hereafter acquired by the Pledgor or in which Pledgor otherwise has acquires rights” and (iiiiv) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor The Company agrees to provide all information described in the immediately preceding sentence to the Collateral Agent Lender promptly upon request by the Collateral Agentrequest. (b) Each Pledgor The Company hereby ratifies authorizes the Lender to file, and will file at the Lender’s request and its authorization for the Collateral Agent to file sole cost and expense, in any relevant jurisdiction jurisdiction, any financing statements or amendments thereto relating to the Pledged Collateral if filed prior to the date hereofCollateral. (c) Each Pledgor To the extent effective under applicable law, the Company hereby further authorizes the Collateral Agent Lender to file, and will file at the Lender’s request and its sole cost and expense, filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or and any similar office in any other country), including this Agreement, the Copyright Intellectual Property Security Agreement, the Patent Security Agreement any other copyright, patent or trademark security agreement executed in connection herewith, and the Trademark Security Agreement, or all other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor the Company hereunder, without the signature of such Pledgorthe Company, and naming such Pledgorthe Company, as debtor, and the Collateral AgentLender, as secured party.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rightsrights and all proceeds thereof” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agent. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) ), continuation statements and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code UCC of each applicable jurisdiction for the filing of any financing statement, continuation statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, and (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by request. Such financing statements may describe the collateral in the same manner as described herein or may contain a description of collateral that describes such property in any other manner as the Collateral AgentAgent may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection or priority of the security interest in the collateral granted to the Collateral Agent in connection herewith, including, describing such property as “all assets whether now owned or hereafter acquired” or “all personal property whether now owned or hereafter acquired” (regardless of whether any particular asset comprised in the Pledged Collateral falls within the scope of Article 9 of the UCC). (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office or the United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the pledge and security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party.

Filings. (a) Each Pledgor Grantor hereby irrevocably authorizes the Collateral Administrative Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor Grantor is an organization, the type of organization and any organizational identification number issued to such PledgorGrantor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged indicating Collateral constituting minerals or the like to be as as-extracted collateral or timber to be cut, a sufficient description of the real property to which such Pledged the Collateral relates, and (iii) any financing or continuation statements or other documents without the signature of such Grantor where permitted by law, including the filing of financing statements describing the Collateral as “all assets now owned or hereafter acquired by the Grantor or in which Grantor otherwise has rights” or any similar phrase, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Uniform Commercial Code, or as being of an equal or lesser scope or with greater detail. Each Pledgor Grantor agrees to provide all information described in the immediately preceding sentence to the Collateral Administrative Agent promptly upon the reasonable request by the Collateral Administrative Agent. (b) . Each Pledgor hereby Grantor also ratifies its authorization for the Collateral Administrative Agent to file have filed in any relevant Uniform Commercial Code jurisdiction any like financing statements relating to the Pledged Collateral or amendments thereto if filed prior to the date hereof. (cb) Each Pledgor Grantor hereby further authorizes the Collateral Administrative Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor Grantor hereunder, without the signature of such PledgorGrantor, and naming such PledgorGrantor, as debtor, and the Collateral Administrative Agent, as secured party.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Administrative Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cutfiling, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Administrative Agent promptly upon reasonable request by the Collateral Administrative Agent. (b) Each Pledgor hereby ratifies its authorization for the Collateral Administrative Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Administrative Agent to file make filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other countryoffice), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunderhereunder in Intellectual Property Collateral that is registered, without or whose registration has been applied for, with the signature of such PledgorUnited States Patent and Trademark Office or United States Copyright Office (or any successor office), and naming such Pledgor, as debtor, and the Collateral Administrative Agent, as secured party.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Administrative Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code UCC of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets in which the Pledgor now owned owns or hereafter acquired by the Pledgor or in which Pledgor otherwise has acquires rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Administrative Agent promptly upon request by the Collateral Agentrequest. (b) Each Pledgor hereby ratifies its authorization for the Collateral Administrative Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Administrative Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Administrative Agent, as secured party; provided, however, that the Collateral Agent shall only file this Agreement or a short form hereof with the United States Patent and Trademark Office if the Collateral Agent (i) includes the United States Patent and Trademark Office’s “Recordation Form Cover Sheet” as part of such filing, completes such cover sheet, and indicates on such cover sheet that the nature of the conveyance is a “Security Agreement” and (ii) provides such Pledgor with copies of such filing.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Administrative Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Administrative Agent promptly upon request by the Collateral Administrative Agent. (b) Each Pledgor hereby ratifies its authorization for the Collateral Administrative Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Administrative Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other applicable country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Administrative Agent, as secured party.

Filings. (a) Each Pledgor Grantor hereby irrevocably authorizes the Collateral Administrative Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor Grantor is an organization, the type of organization and any organizational identification number issued to such PledgorGrantor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor Grantor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor Grantor or in which Pledgor the Grantor otherwise has rights” (or similar language) and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor Grantor agrees to provide all information described in the immediately preceding sentence to the Collateral Administrative Agent promptly upon request by the Collateral Administrative Agent. (b) Each Pledgor Grantor hereby ratifies its authorization for the Collateral Administrative Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor Grantor hereby further authorizes the Collateral Administrative Agent to file filings with the United States Patent and Trademark Office or the United States Copyright Office (or any successor office or any similar office in any other countryoffice), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, Grantor hereunder and naming such PledgorGrantor, as debtor, and the Collateral Administrative Agent, as secured party. (d) Notwithstanding anything in this Agreement to the contrary, no Grantor shall be required, and the Administrative Agent is not authorized on behalf of any such Grantor, (a) to file or take any other action (including entering into foreign-law governed agreements) or make any filings required by any jurisdiction other than the United States, any State thereof and the District of Columbia to perfect, confirm, continue, enforce or protect any security interest granted in any Collateral of such Grantor or (b) enter into any control agreements or take any actions to perfect the security interest in any Collateral by “control” other than with respect to Securities to the extent expressly required under Sections 3.1 or 3.2.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code UCC and the PPSA (or any similar legislation or other applicable law) of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Article 9 Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Article 9 Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Article 9 Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Article 9 Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agent. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements or amendments thereto relating to the Pledged Article 9 Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent to file make filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Administrative Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Administrative Agent promptly upon request by the Collateral Administrative Agent. (b) Each Pledgor hereby ratifies its authorization for the Collateral Administrative Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Administrative Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Administrative Agent, as secured party.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, and (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights.” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agent. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including party hereto shall (i) whether such Pledgor is an organizationmake the filings required of it or any of its Affiliates with the CBC and under the HSR Act, any Foreign Antitrust Laws and the type of organization Applicable Insurance Laws in connection with this Agreement and any organizational identification number issued to such Pledgorthe transactions contemplated hereby as promptly as practicable following the date hereof, (ii) comply at the earliest practicable date and after consultation with the other party hereto with any financing request for additional information or continuation statements documentary material received by it or any of its Affiliates from the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “Antitrust Division”), the European Commission, the CBC or any other documents without the signature of such Pledgor where permitted by lawGovernmental Authority, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) cooperate with one another (which, for the avoidance of doubt will include in the case of a financing statement filed as a fixture Holdings, making reasonably available appropriate employees and representatives of the Group Members), in connection with any filing or covering Pledged Collateral constituting minerals submission with the CBC and under the HSR Act, any Foreign Antitrust Laws and the Applicable Insurance Laws and in connection with resolving any investigation or other inquiry concerning the like transactions contemplated by this Agreement initiated by the FTC, the Antitrust Division, the European Commission, the CBC, any other Governmental Authority or any private party, (iv) take any other action reasonably necessary to be extracted or timber to be cut, a sufficient description obtain the approvals and consents required for the consummation of the real property transactions contemplated by this Agreement at the earliest possible date and (v) take all necessary actions within its control to which such Pledged Collateral relates. Each Pledgor agrees cause the waiting periods under the HSR Act to provide all information described in terminate or expire at the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agentearliest possible date. (b) Each Pledgor hereby ratifies For purposes of this Section 3.3, without limiting the foregoing, required actions by Buyer shall include acceptance by Buyer of any and all divestitures of any subsidiary or assets of Buyer or its authorization for Affiliates or the Collateral Agent Group or acceptance of an agreement to file hold any assets of Buyer or its Affiliates or the Group separate in any relevant jurisdiction lawsuit or other legal proceeding, whether judicial or administrative and whether required by the FTC, the Antitrust Division, the European Commission, the CBC or any financing statements relating to other applicable Governmental Authority in connection with the Pledged Collateral if filed prior to the date hereoftransactions contemplated by this Agreement or any other agreement contemplated hereby. (c) Each Pledgor hereby further authorizes party hereto shall promptly inform the Collateral Agent to file filings with other parties of any material communication made to, or received by such party from, the United States Patent and Trademark Office or United States Copyright Office (FTC, the Antitrust Division, the European Commission, the CBC or any successor office other Governmental Authority regarding any of the transactions contemplated hereby. (d) The filing fee under the HSR Act, the ECMR and, subject to Section 3.3(e) below, any fee or any similar office in payment to a Governmental Authority under any other country)Foreign Antitrust Laws or the Applicable Insurance Laws and any fees paid in connection with obtaining an advance ruling certificate from the CBC shall be borne by Buyer. (e) Holdings agrees that, including if any Governmental Authority, in connection with its review of the transactions contemplated by this Agreement, requests (and such request is not withdrawn within five days following such request) or requires that any amounts owing from Ford, Transcon Insurance Limited, or any other direct or indirect subsidiaries of Ford (other than Group Members) to Probus, HIRE or HIRE (Bermuda), as the Copyright Security Agreementcase may be, be collateralized, Holdings will cause such amounts to be collateralized (in an amount not greater than the amount owing from any of the above entities) at Holdings’ option either by providing a letter of credit or surety bond (in a form acceptable to the Governmental Authority) or by providing any other form of collateral, in each case acceptable to such Governmental Authority. In any event, unless the regulator requires to the contrary, the Patent Security Agreement amount of collateral will be reviewed as of December 31 of each year (beginning in 2006) and adjusted to reflect the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured partyactual amounts then owing.

Filings. (a) Each Pledgor hereby irrevocably authorizes Subject to the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (terms of this Agreement, including fixture filings) and amendments thereto that contain the information required by Article 9 Section 7.03, each of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement Company, Parent and Acquisition Sub shall use reasonable best efforts to take, or amendment relating cause to the Pledged Collateralbe taken, including all actions, and to do, or cause to be done, all things necessary, proper or advisable to: (i) whether such Pledgor is an organization, consummate and make effective the type Transactions as promptly as practicable after the date of organization and any organizational identification number issued to such Pledgor, this Agreement; (ii) obtain from any financing Governmental Authority any consents, licenses, permits, waivers, approvals, authorizations, clearances or continuation statements orders required to be obtained by Parent or other documents without the signature Company or any of such Pledgor where permitted their respective Subsidiaries, or to avoid any Proceeding by lawany Governmental Authority, in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactions, including the filing of a financing statement describing Offer and the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and Merger; (iii) in the case of a financing statement filed as a fixture filing defend any lawsuits or covering Pledged Collateral constituting minerals other Proceedings, whether judicial or administrative, challenging this Agreement or the like to be extracted or timber to be cut, a sufficient description consummation of the real property Transactions in accordance with the terms of this Agreement, including seeking to which have any stay or temporary restraining order entered by any court or other Governmental Authority vacated, lifted, overturned or reversed; and (iv) as promptly as reasonably practicable, and in any event within ten Business Days after the date hereof, make all necessary registrations, declarations, submissions and filings, and thereafter make any other required registrations, declarations, submissions and filings, and pay any fees due in connection therewith, with respect to the Transactions required under the Exchange Act, any other applicable federal or state securities laws, the HSR Act, any applicable Antitrust Laws, and any other Applicable Law; provided, that the parties shall cooperate with each other in connection with determining whether any action by or in respect of, or filing with, any Governmental Authority is required, in connection with the consummation of the Transactions, except where such Pledged Collateral relatesaction or filing has been agreed to by the parties in this Agreement or the Company Disclosure Schedule and seeking any such actions, consents, approvals, authorizations, clearances or waivers or making any such filings. Each Pledgor agrees The parties shall furnish to provide each other all information described with respect to them, their respective Subsidiaries and the Transactions required for any application or other filing under the rules and regulations of any Applicable Law in connection with the immediately preceding sentence Transactions. Parent shall not, without the prior written consent of the Company, “pull-and-refile” pursuant to 16 C.F.R. 803.12 any filing made under the Collateral Agent promptly upon request by HSR Act, or take any similar action without prior written consent of the Collateral AgentCompany. (b) Each Pledgor hereby ratifies The parties shall give (or shall cause their respective Subsidiaries to give) any notices to third parties, and use, and cause their respective Subsidiaries to use, reasonable best efforts to obtain any third party consents that are necessary, proper or advisable to consummate the Transactions; provided, however that the parties shall coordinate and cooperate in determining whether any actions, consents, approvals or waivers are required to be obtained from parties to any Contracts of any of the Company or its authorization for Subsidiaries in connection with consummation of the Collateral Agent to file in Transactions and seeking any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereofsuch actions, consents, approvals or waivers. (c) Without limiting the generality of anything contained in this Section 8.01, each party shall: (i) give the other parties prompt notice of the making or commencement of any request or Proceeding by or before any Governmental Authority with respect to the Transactions; (ii) keep the other parties informed as to the status of any such request or Proceeding; and (iii) promptly inform the other parties of any communication to or from the Federal Trade Commission, the Department of Justice or any other domestic or foreign Governmental Authority regarding the Transactions. Each Pledgor hereby further authorizes the Collateral Agent to file filings party hereto will consult and cooperate with the United States Patent other parties and Trademark Office will consider in good faith the views of the other parties in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or United States Copyright Office proposal prior to submission in connection with the Transactions and shall take reasonable account of each other’s views. In addition, except as may be prohibited by any Governmental Authority or by any Applicable Law, in connection with any such request or Proceeding, each party hereto will permit authorized representatives of the other parties to be present at each meeting, conference or telephone call relating to such request or Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Authority in connection with such request or Proceeding. (d) In furtherance of the covenants set forth in this Section 8.01 and subject to the limitations set forth in this Section 8.01(d), if any objections are asserted with respect to the Transactions under the HSR Act, any applicable Antitrust Laws or any other Applicable Law or if any lawsuit or other Proceeding, whether judicial or administrative, is instituted (or any successor office threatened to be instituted) by the Federal Trade Commission, the Department of Justice or any similar office in other Governmental Authority challenging the Transactions or which would otherwise prohibit or materially impede or delay the consummation of the Transactions, each of Parent and the Company shall (and shall cause their respective Subsidiaries to) take all actions necessary to resolve any such objections or lawsuits or other country)Proceedings (or threatened lawsuits or other Proceedings) so as to permit consummation of the Transactions as soon as reasonably practicable, including becoming subject to, consenting to or agreeing to, or otherwise taking any action with respect to, any requirement, condition, understanding, agreement or order to sell, to hold separate or otherwise dispose of, or to conduct, restrict, operate, invest or otherwise change its respective assets or business (including that of its Affiliates); provided that notwithstanding anything in this AgreementAgreement to the contrary, none of Parent, the Copyright Security AgreementCompany or any of their respective Subsidiaries shall be required to take any such actions that would reasonably be expected to impair the benefits of the Transactions to Parent; and provided further, that the Patent Security Agreement and obligations of the Trademark Security Agreement, or other documents for parties under this Section 8.01(d) shall be conditioned upon the purpose occurrence of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured partyClosing.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time of Pinnacle and from time to time Aztar undertakes and agrees to file as soon as practicable a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (the "Antitrust Division") and to make such filings and apply for such approvals and consents as are required under the Gaming Laws as soon as practicable after the date hereof (and in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by lawevent within 45 days), including the filing of a financing statement describing all required applications for Pinnacle and all "key persons" (as defined under applicable Gaming Laws). Each of Pinnacle and Aztar shall use its reasonable best efforts to request as soon as practicable an accelerated review (to the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or extent available) from any Gaming Authorities in which Pledgor otherwise has rights” connection with such filings and (iii) in the case of a financing statement filed Gaming Approvals required in the State of New Jersey, Pinnacle shall seek to obtain interim casino authorization at the earliest practicable date. Each of Pinnacle and Aztar shall respond as a fixture filing or covering Pledged Collateral constituting minerals promptly as practicable under the circumstances to any inquiries received from the FTC or the like Antitrust Division or any authority enforcing applicable Gaming Laws for additional information or documentation and to be extracted all inquiries and requests received from any Governmental Authority in connection with any Law. Pinnacle shall have the exclusive right to direct and control the process of obtaining the Governmental Consents (as defined below) required in connection with the Merger and the transactions contemplated hereby and Aztar agrees to reasonably cooperate with Pinnacle with respect thereto. Aztar shall agree if, but solely if, requested by Pinnacle to, in compliance with Gaming Laws, divest, hold separate or timber otherwise take or commit to be cuttake any action that limits or prohibits Aztar's or Pinnacle's freedom of action with respect to, a sufficient description or its ability to retain, any of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agent. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office businesses, services, employees or United States Copyright Office (assets of Aztar or any successor office of its subsidiaries, in each case at or after the Effective Time and only in order to enable Pinnacle to obtain a Governmental Consent, provided that any similar office in any other country), including this Agreement, such action shall be conditioned upon the Copyright Security Agreement, consummation of the Patent Security Agreement Merger and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured partytransactions contemplated hereby.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction in the United States any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by lawlaw and that describe the Pledged Collateral in any manner as the Collateral Agent may determine, in its reasonable discretion, as is necessary to ensure the perfection of the security interest in the collateral granted to the Collateral Agent in connection herewith, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agent. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction in the United States any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other countryoffice), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party.

Filings. Subject to Section 3.7 and Section 11.15 hereof: (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code UCC of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” other than Excluded Assets and 3-16 Excluded Property and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by to the Collateral Agentextent necessary to complete such filings. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office or and/or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party.

Filings. (a) Each Subject to Section 4.19 and Section 4.23 of the Indenture, each Pledgor hereby irrevocably authorizes the Collateral Agent (or its designee) at any time and from time to time prior to the termination of this Agreement pursuant to Section 10.3 to file (but the Collateral Agent shall have no duty to file) in any relevant jurisdiction any financing statements (including fixture filings) ), continuation statements and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code UCC of each applicable jurisdiction for the filing of any financing statement, continuation statement or amendment thereto relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, Pledgor and (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property Real Property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon reasonable request and, upon reasonable request by a Pledgor, the Collateral AgentAgent agrees to use commercially reasonable efforts to make available to such Pledgor copies of any such filings. Such financing statements may describe the collateral in the same manner as described herein or may contain a description of collateral that describes such Property in any other manner as the Controlling Party may determine, in its reasonable discretion, is necessary or advisable to ensure the perfection of the security interest in the collateral granted to the Collateral Agent in connection herewith, including, describing such Property as “all assets whether now owned or hereafter acquired” or “all personal property whether now owned or hereafter acquired” (regardless of whether any particular asset comprised in the Pledged Collateral falls within the scope of Article 9 of the UCC). (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent (or its designee) to file in any relevant jurisdiction any financing statements or amendments thereto relating to the Pledged Collateral if such financing statements or amendments have been filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent (or its designee) to file filings (but the Collateral Agent shall have no duty to file) instruments with the United States Patent and Trademark Office USPTO or United States Copyright Office the USCO (or any successor office or any similar office in any other countryoffice), including this Agreement, the Copyright Security AgreementAgreements, the Patent Security Agreement Agreements and the Trademark Security AgreementAgreements, or other documents that are necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the pledge and security interest granted by such Pledgor hereunderhereunder in (i) any Intellectual Property Collateral owned by Pledgor and applied for, without registered or issued in the signature of such PledgorUnited States and (ii) any Exclusive Copyright Licenses, and in each case naming such Pledgor, as debtor, and the Collateral Agent, as secured party. (d) Subject to the other terms, limitations and conditions set forth in this Agreement and the other Notes Documents, notwithstanding the grant of authority to the Collateral Agent under this section, the Pledgors shall file or cause to be filed any and all financing statements, continuation statements, amendments or other documents and agreements as may be necessary to perfect and maintain the perfection of the Collateral Agent’s security interest over the Pledged Collateral.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agent. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Copyright Security AgreementAgreement (it being understood that a Copyright Security Agreement is not required to be delivered on the Closing Date), the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cutfiling, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agent. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party. (d) Notwithstanding the foregoing authorizations, in no event shall the Collateral Agent be obligated to prepare or file any financing statements whatsoever, or to maintain the perfection of the security interest granted hereunder. Each Pledgor agrees to prepare, record and file, at its own expense, financing statements (and amendments or continuation statements when applicable) with respect to the Collateral now existing or hereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect and maintain perfected the Collateral, and to deliver a file stamped copy of each such financing statement or other evidence of filing to the Collateral Agent. Neither the Trustee nor the Collateral Agent shall be under any obligation whatsoever to file any such financing or continuation statements or to make any other filing under the UCC in connection with this Agreement.

Filings. (a) Each Pledgor Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code UCC of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor Grantor is an organization, the type of organization and any organizational identification number issued to such PledgorGrantor, (ii) any financing or continuation statements or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Grantor hereunder, without the signature of such Pledgor Grantor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor Grantor or in which Pledgor the Grantor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor Grantor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agent. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor Grantor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office or and the United States Copyright Office (or and any successor office or and any similar office in any United States state or other country), including ) this Agreement, the Copyright any Intellectual Property Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor Grantor hereunder, without the signature of such PledgorGrantor where permitted by law, and naming such Pledgor, Grantor as debtor, and the Collateral Agent, Agent as secured party. (c) Each Grantor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto relating to the Collateral if filed prior to the date hereof.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Administrative Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code UCC of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” or using words of similar import and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Administrative Agent promptly upon request by the Collateral Administrative Agent. (b) Each Pledgor hereby ratifies its authorization for (i) agrees, at the Collateral request of the Administrative Agent, to enter into a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement in favor of the Administrative Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. and (cii) Each Pledgor hereby further authorizes the Collateral Administrative Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any state, political subdivision or other country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents as may be necessary or reasonably deemed desirable by the Administrative Agent for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Administrative Agent, as secured party.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time of Pinnacle and from time to time Aztar undertakes and agrees to file as soon as practicable a Notification and Report Form under the HSR Act with the United States Federal Trade Commission (the “FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) and to make such filings and apply for such approvals and consents as are required under the Gaming Laws as soon as practicable after the date hereof (and in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by lawevent within 45 days), including the filing of a financing statement describing all required applications for Pinnacle and all “key persons” (as defined under applicable Gaming Laws). Each of Pinnacle and Aztar shall use its reasonable best efforts to request as soon as practicable an accelerated review (to the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or extent available) from any Gaming Authorities in which Pledgor otherwise has rights” connection with such filings and (iii) in the case of a financing statement filed Gaming Approvals required in the State of New Jersey, Pinnacle shall seek to obtain interim casino authorization at the earliest practicable date. Each of Pinnacle and Aztar shall respond as a fixture filing or covering Pledged Collateral constituting minerals promptly as practicable under the circumstances to any inquiries received from the FTC or the like Antitrust Division or any authority enforcing applicable Gaming Laws for additional information or documentation and to be extracted all inquiries and requests received from any Governmental Authority in connection with any Law. Pinnacle shall have the exclusive right to direct and control the process of obtaining the Governmental Consents (as defined below) required in connection with the Merger and the transactions contemplated hereby and Aztar agrees to reasonably cooperate with Pinnacle with respect thereto. Aztar shall agree if, but solely if, requested by Pinnacle to, in compliance with Gaming Laws, divest, hold separate or timber otherwise take or commit to be cuttake any action that limits or prohibits Aztar’s or Pinnacle’s freedom of action with respect to, a sufficient description or its ability to retain, any of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agent. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office businesses, services, employees or United States Copyright Office (assets of Aztar or any successor office of its subsidiaries, in each case at or after the Effective Time and only in order to enable Pinnacle to obtain a Governmental Consent, provided that any similar office in any other country), including this Agreement, such action shall be conditioned upon the Copyright Security Agreement, consummation of the Patent Security Agreement Merger and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured partytransactions contemplated hereby.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Administrative Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code UCC of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Administrative Agent promptly upon request by the Collateral Administrative Agent. (ba) Each Pledgor hereby ratifies its authorization for the Collateral Administrative Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (cb) Each Pledgor hereby further authorizes the Collateral Administrative Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreementincluding, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Administrative Agent, as secured party. (c) Notwithstanding the foregoing authorizations, in no event shall the Administrative Agent be obligated to prepare or file any financing statements whatsoever, or to maintain the perfection of the security interest granted hereunder. Each Pledgor agrees to prepare, record and file, at its own expense, financing statements (and continuation statements when applicable) with respect to the Pledged Collateral now existing or hereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect and maintain perfected the Pledged Collateral, and to deliver a file stamped copy of each such financing statement or other evidence of filing to the Administrative Agent. The Administrative Agent shall not be under any obligation whatsoever to file any such financing or continuation statements or to make any other filing under the UCC in connection with this Agreement.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Administrative Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Administrative Agent promptly upon request by the Collateral Administrative Agent. (b) Each Pledgor hereby ratifies its authorization for the Collateral Administrative Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Administrative Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Administrative Agent, as secured party.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Administrative Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relatesre- lates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Administrative Agent promptly upon request by the Collateral Administrative Agent. (b) Each Pledgor hereby ratifies its authorization for the Collateral Administrative Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Administrative Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Administrative Agent, as secured party.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file or record in any relevant jurisdiction any initial financing statements (including fixture filings and transmitting utility filings) , as applicable), continuation statements and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code UCC of each applicable jurisdiction for the filing of any financing statement, continuation statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, and (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or a transmitting utility filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by request. Such financing statements may describe the Collateral Agentin the same manner as described herein or may contain a 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 or priority of the security interest in the collateral granted to the Collateral Agent in connection herewith, including, describing such property as “all assets whether now owned or hereafter acquired” or “all personal property whether now owned or hereafter acquired” (regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC). (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent to file filings and/or record with the United States Patent and Trademark Office or Office, the United States Copyright Office (or Office, any applicable successor office or and any other similar office or Governmental Authority in any other country), including as applicable, this Agreement, the Copyright Security Agreement, the Patent Security Agreement and Agreement, the Trademark Security Agreement, or and any other documents determined by the Collateral Agent in its sole discretion to be necessary, advisable or prudent for the purpose of recording, perfecting, confirming, continuing, enforcing or protecting the pledge and security interest or the priority thereof granted by such Pledgor hereunder, with or without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party.

Filings. (a) Each Without limiting the obligations of each Pledgor contained in Section 3.3, each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) ), continuation statements and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code UCC of each applicable jurisdiction for the filing of any financing statement, continuation statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets” or “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon reasonable request by the Collateral Agent. Such financing statements may describe the collateral in the same manner as described herein or may contain a description of collateral that describes such property in any other manner as the Collateral Agent may determine, in its sole discretion, is necessary or advisable to ensure the perfection or priority of the security interest in the collateral granted to the Collateral Agent in connection herewith, including, describing such property as “all assets whether now owned or hereafter acquired” or “all personal property whether now owned or hereafter acquired” (regardless of whether any particular asset comprised in the Pledged Collateral falls within the scope of Article 9 of the UCC). (b) Each Without limiting the obligations of each Pledgor hereby ratifies its authorization for the Collateral Agent to file contained in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Section 3.3, each Pledgor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office or the United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Copyright Trademark Security Agreement, the Patent any Copyright Security Agreement and the Trademark any Patent Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the pledge and security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code UCC of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon reasonable request by the Collateral Agent. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office Office, the Trademark Division of the Puerto Rico State Department or the United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Noteholder Collateral Agent at any time and from time to time to file or record in any relevant jurisdiction any financing statements (including fixture filings) ), continuation statements and amendments thereto that contain and other filing or recording documents or instruments with respect to any Collateral in such form and in such offices as the information required by Article 9 Noteholder Collateral Agent determines to perfect the security interest of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Noteholder Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relatesAgent under this Agreement. Each Pledgor agrees to provide all information described requested by the Noteholder Collateral Agent with respect to any such filing or recording promptly upon request. Such financing statements, continuation statements and amendments may describe the Collateral in the immediately preceding sentence same manner as described herein or may contain a description of Collateral that describes such property in any other manner as the Noteholder Collateral Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection or priority of the security interest in the Collateral, including, describing such property as “all assets whether now owned or hereafter acquired”, “all personal property whether now owned or hereafter acquired” or words of similar import (regardless of whether any particular asset comprised in the Collateral Agent promptly upon request by falls within the Collateral Agentscope of Article 9 of the UCC). (b) Each Pledgor hereby ratifies its authorization for further authorizes the Noteholder Collateral Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent to file filings and/or record with the United States Patent and Trademark Office or Office, the United States Copyright Office (or Office, any applicable successor office or and any other similar office or Governmental Authority in any other country)the United States, including as applicable, this Agreement, the Copyright Security Agreement, the Patent Security Agreement and Agreement, the Trademark Security Agreement, or and any other documents determined by the Noteholder Collateral Agent in its sole discretion to be necessary, advisable or prudent for the purpose of recording, perfecting, confirming, continuing, enforcing or protecting the pledge and security interest granted by such Pledgor hereunderhereunder or the priority thereof, with or without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Noteholder Collateral Agent, as secured party.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time prior to the termination of this Agreement pursuant to Section 10.3 to file (but the Collateral Agent shall have no duty to file), in any relevant jurisdiction any financing statements prepared by the Issuer (including fixture filings) ), continuation statements and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code UCC of each applicable jurisdiction for the filing of any financing statement, continuation statement or amendment thereto relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, Pledgor and (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property Real Property to which such Pledged Collateral relates. Each Pledgor agrees to prepare and provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by Agent. Such financing statements may describe the collateral in the same manner as described herein or may contain a description of collateral that describes such Property in any other manner as the Pledgor may determine, in its reasonable discretion, is necessary or advisable to ensure the perfection of the security interest in the collateral granted to the Collateral AgentAgent in connection herewith, including, describing such Property as “all assets whether now owned or hereafter acquired and all proceeds thereof” or “all personal property whether now owned or hereafter acquired and all proceeds thereof” or words of similar meaning (regardless of whether any particular asset comprised in the Pledged Collateral falls within the scope of Article 9 of the UCC). (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent to file filings (but the Collateral Agent shall have no duty to file), instruments with the United States Patent and Trademark Office USPTO or United States Copyright Office the USCO (or any successor office office) or in any similar office in or agency of the United States, any State thereof or any other country), including this Agreement, the Copyright Security AgreementAgreements, the Patent Security Agreement Agreements and the Trademark Security AgreementAgreements, or other documents that are necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the pledge and security interest granted by such Pledgor hereunderhereunder in (i) any Intellectual Property Collateral owned by Pledgor and (ii) any Exclusive IP Licenses, without the signature of such Pledgor, and in each case naming such Pledgor, as debtor, and the Collateral AgentAgent , as secured party. (c) Subject to the other terms, limitations and conditions set forth in this Agreement and the other Notes Documents, notwithstanding the grant of authority to the Collateral Agent under this section, the Pledgors shall prepare, record, file or cause to be filed, at their own expense, any and all financing statements, continuation statements, amendments, instruments with the USPTO or the USCO (or any successor office) or in any similar office or agency of the United States, any State thereof or any other country, and other documents and agreements as may be reasonably necessary (as determined by the Issuer in good faith) to perfect and maintain the perfection of the Collateral Agent’s security interest over the Pledged Collateral ,and to deliver a file stamped copy of each such financing statement or other evidence of filing to the Collateral Agent.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Administrative Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code UCC of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” or using words of similar import and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Administrative Agent promptly upon request by the Collateral Administrative Agent. (b) Each Pledgor hereby ratifies its authorization for (i) agrees, at the Collateral request of the Administrative Agent, to enter into a Copyright Security Agreement, Patent Security Agreement and Trademark Security Agreement in favor of the Administrative Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. and (cii) Each Pledgor hereby further authorizes the Collateral Administrative Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents as may be necessary or reasonably deemed desirable by the Administrative Agent for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Administrative Agent, as secured party.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time The Perfection Certificate has been duly -------- prepared, completed and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) executed and amendments thereto that contain the information required by Article 9 of the set forth therein is correct and complete. Fully executed Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by lawappropriate filings, including the filing of recordings or registrations containing a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence have been delivered to the Collateral Security Agent promptly upon request by the Collateral Agent. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file filing in any relevant jurisdiction any financing statements relating each governmental, municipal or other office specified in Schedule 5 to the Pledged Collateral if filed prior Perfection Certificate, which are all the filings, recordings and registrations (other than filings, required to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent to file filings with be made in the United States Patent and Trademark Office or and the United States Copyright Office in order to perfect the Security Interest in Collateral consisting of United States registered trademarks and registered copyrights) that are necessary to publish notice of and protect the validity of and to establish a legal, valid and perfected security interest in favor of the Security Agent (for the benefit of the Secured Parties) in respect of all Collateral in which the Security Interest may be perfected by filing, recording or registration in the United States (or any successor office political subdivision thereof) and its territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration in the United States (or any similar office political subdivision thereof) and its territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any other country)such jurisdiction, including except as provided under applicable law with respect to the filing of continuation statements. (b) Each Grantor shall ensure and warrants that fully executed security agreements in the form hereof and containing a description of all Collateral consisting of Intellectual Property shall have been received and delivered for recording within one month after the execution of this Agreement, Agreement with respect to United States registered Trademarks (and Trademarks for which United States registration applications are pending) and within one month after the Copyright Security Agreement, execution of this Agreement with respect to United States registered Copyrights by the United States Patent Security Agreement and Trademark Office and the Trademark United States Copyright Office pursuant to 15 U.S.C. (S) 1060 or 17 U.S.C. (S) 205 and the regulations thereunder, as applicable, to protect the validity of and to establish a legal, valid and perfected security interest in favor of the Security Agreement, or other documents Agent (for the purpose benefit of perfectingthe Secured Parties) in respect of all Collateral consisting of Licenses, confirming, continuing, enforcing or protecting the Trademarks and Copyrights in which a security interest granted may be perfected by such Pledgor hereunderfiling, without recording or registration in the signature of such PledgorUnited States (or any political subdivision thereof) and its territories and possessions, and naming no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary (other than such Pledgoractions as are necessary to perfect the Security Interest with respect to any Collateral consisting of Licenses, as debtor, Trademarks and Copyrights (or registration or application for registration thereof) acquired or developed after the Collateral Agent, as secured partydate hereof).

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent Agent, its officers, employees and authorized agents at any time and from time to time to file file, in the name of such Pledgor or otherwise and without the signature or other separate authorization or authentication of such Pledgor appearing thereon, in any relevant jurisdiction any financing statements (including fixture filings) and ), continuation statements or amendments thereto that contain the information required by Article 9 Collateral Agent may reasonably deem necessary or appropriate to further perfect or maintain the perfection of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged CollateralSecurity Interests, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relatesThe foregoing authorization and other authorizations contained in this Section 2.2 shall be deemed a permissive right only and shall not be considered an obligation. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agent. Each Pledgor agrees that, except to the extent that any filing office requires otherwise, a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. The Pledgors shall pay the costs of, or reasonably incidental to, any recording or filing of any financing or continuation statements or other assignment documents concerning the Collateral. All parties hereto agree that in no event shall the Collateral Agent be obligated to or responsible for preparing or filing any financing statements, continuation statements or amendments thereof. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office or and the United States Copyright Office (or any successor office or and any similar office in any other country), including this Agreement, the Copyright Security Agreement, the Patent IP Security Agreement and the Trademark IP Security AgreementAgreement Supplement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party. (d) Without prejudice to any other provision of this agreement, the BVI Pledgor hereby agrees as follows: (i) immediately following execution of this agreement, it shall create (or procure that the Registered Agent creates) and, for such time as this agreement remains in force and has not been discharged, maintain (or shall procure that the Registered Agent shall maintain), the Register of Mortgages at its registered office in the BVI which contains particulars of this agreement in a form satisfactory to the Collateral Agent or its nominated adviser; (ii) within 5 Business Days of the execution of this agreement, it shall file (or shall procure that the Registered Agent shall file) and, for such time as this agreement remains in force and has not been discharged, maintain filed (or shall procure that the Registered Agent shall maintain filed), a copy of the Register of Mortgages with the Registrar and apply for a certificate of charge; (iii) immediately upon receipt from the Registrar, it shall deliver (or shall procure that the Registered Agent shall deliver) to the Collateral Agent or its nominated adviser certified copies of the stamped Register of Mortgages and the stamped certificate of charge. (iv) within 3 Business Days of the execution of this agreement, it shall make (or procure that the Registered Agent makes) a notation within the Register of Members that the Collateral Agent has a pledge over the BVI Securities and provide an address for the Collateral Agent; (v) within 3 Business Days of the execution of this agreement, it shall file (or shall procure that the Registered Agent shall file) an annotated copy of its Register of Members with the Registrar; (vi) immediately upon receipt from the Registrar, it shall deliver (or shall procure that the Registered Agent shall deliver) to the Collateral Agent or its nominated adviser a certified copy of the stamped Register of Members. (e) If any Pledgor should obtain any further Pledged Securities being BVI Securities then, without prejudice to the provisions of Section 5.1 hereto, the BVI Pledgor shall repeat all steps set out at Section 2.2(d)(iv) to (vi) inclusive in respect of such BVI Securities. (f) If the Collateral Agent shall take possession of the BVI Securities in accordance with Article IX hereto, then the BVI Pledgor shall (or procure that the Registered Agent shall), within two Business Days of the transfer of the BVI Securities to the Collateral Agent pursuant to the provisions of that Article IX, update the Register of Members to record that the Collateral Agent is the registered holder of the BVI Securities and file (or procure that the Registered Agent shall file) an updated copy of its Register of Members with the Registrar.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agent. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other countryoffice), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party. (d) Notwithstanding the foregoing authorizations, in no event shall the Collateral Agent be obligated to prepare or file any financing statements or make any filings with the United States Patent and Trademark Office and/or the United States Copyright Office (or any successor office or any similar office in any other country) whatsoever, or to maintain the perfection of the security interest granted hereunder. Each Pledgor agrees to prepare, record and file, at its own expense, financing statements (and continuation statements when applicable), the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement (and/or any other similar documents) with respect to the Pledged Collateral now existing or hereafter created meeting the requirements of applicable federal or state law in such manner and in such jurisdictions as are necessary to perfect and maintain perfected the Collateral Agent’s Lien on and security interest in the Pledged Collateral, and to deliver a file-stamped copy of each such financing statement or other evidence of filing to the Collateral Agent. Regardless of the terms of any other provision of this Agreement or any of the related documents, neither the Trustee nor the Collateral Agent shall be under any obligation whatsoever to file the Copyright Security Agreement, the Patent Security Agreement, the Trademark Security Agreement or any other similar documents (with regard to currently existing or after-acquired Intellectual Property Collateral) or any financing or continuation statements or to make any other filing under the UCC in connection with this Agreement (or have any liability arising from the making of or the failure to make such filings).

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Administrative Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Administrative Agent promptly upon request by the Collateral Administrative Agent. (b) Each Pledgor hereby ratifies its authorization for the Collateral Administrative Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Administrative Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other countryoffice), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Administrative Agent, as secured party. (d) Notwithstanding the foregoing authorizations, in no event shall the Administrative Agent be obligated to prepare or file any financing statements or make any filings with the United States Patent and Trademark Office and/or the United States Copyright Office (or any successor office or any similar office in any other country) whatsoever, or to maintain the perfection of the security interest granted hereunder. Each Pledgor agrees to prepare, record and file, at its own expense, financing statements (and continuation statements when applicable), the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement (and/or any other similar documents) with respect to the Collateral now existing or hereafter created meeting the requirements of applicable federal or state law in such manner and in such jurisdictions as are necessary to perfect and maintain perfected the Administrative Agent’s Lien on and security interest in the Collateral, and to deliver a file-stamped copy of each such financing statement or other evidence of filing to the Administrative Agent. Regardless of the terms of any other provision of this Agreement or any of the related documents, neither the Trustee nor the Administrative Agent shall be under any obligation whatsoever to file the Copyright Security Agreement, the Patent Security Agreement, the Trademark Security Agreement or any other similar documents (with regard to currently existing or after-acquired Intellectual Property Collateral) or any financing or continuation statements or to make any other filing under the UCC in connection with this Agreement (or have any liability arising from the making of or the failure to make such filings).

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code PPSA (and the UCC or any similar legislation or applicable law) of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged General Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing, financing change or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged General Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged General Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged General Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agent. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements or amendments thereto relating to the Pledged General Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent to file make filings with the Canadian Intellectual Property Office, the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agent. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other countryoffice), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) ), continuation statements and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code UCC of each applicable jurisdiction for the filing of any financing statement, continuation statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, and (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by request. Such financing statements may describe the collateral in the same manner as described herein or may contain a description of collateral that describes such property in any other manner as the Collateral AgentAgent may determine, in its sole but reasonable discretion, is necessary, advisable or prudent to ensure the perfection or priority of the security interest in the collateral granted to the Collateral Agent in connection herewith, including, describing such property as “all assets whether now owned or hereafter acquired” or “all personal property whether now owned or hereafter acquired” (regardless of whether any particular asset comprised in the Pledged Collateral falls within the scope of Article 9 of the UCC). (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the pledge and security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party.

Filings. (a) Each Pledgor hereby irrevocably authorizes The Perfection Certificate has been duly prepared, completed and executed and the Collateral Agent at information set forth therein is correct and complete in all material respects as of the date hereof (or, with regard to any time and from time to time to file in any relevant jurisdiction any updated Perfection Certificate, as of the date thereof). Fully executed Uniform Commercial Code financing statements (including fixture filings, as applicable) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by lawappropriate filings, including the filing of recordings or registrations containing a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property Collateral have been filed by or on behalf of each Grantor, with copies provided to which such Pledged the Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence Agent, or have been delivered to the Collateral Agent promptly upon request by the Collateral Agent. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file filing, in any relevant jurisdiction any financing statements relating each governmental, municipal or other office specified in Schedule 6 to the Pledged Collateral if filed prior Perfection Certificate, which are all the filings, recordings and registrations (other than filings required to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent to file filings with be made in the United States Patent and Trademark Office or and the United States Copyright Office in order to perfect the Security Interest in Collateral consisting of United States Patents, Trademarks and Copyrights) that are necessary to publish notice of and protect the validity of and to establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the ratable benefit of the Secured Parties) in respect of all Collateral in which the Security Interest may be perfected by filing, recording or registration in the United States (or any successor office political subdivision thereof) and its territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such jurisdiction, except as provided under applicable law with respect to the filing of continuation statements or amendments. (b) Each Grantor shall ensure that fully executed security agreements in the form hereof (or short-form supplements to this Agreement in form and substance satisfactory to the Collateral Agent) and containing a description of all Collateral consisting of Intellectual Property shall have been received and recorded within ten (10) Business Days after the execution of this Agreement with respect to United States Patents and United States registered Trademarks (and Trademarks for which United States registration applications are pending) and within ten (10) Business Days after the execution of this Agreement with respect to United States registered Copyrights have been delivered to the Collateral Agent for recording by the United States Patent and Trademark Office and the United States Copyright Office pursuant to 35 U.S.C. Section 261, 15 U.S.C. Section 1060 or 17 U.S.C. Section 205 and the regulations thereunder, as applicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction in the United States (or any similar office political subdivision thereof) and its territories and possessions, to protect the validity of and to establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the ratable benefit of the Secured Parties) in respect of all Collateral consisting of Patents, Trademarks and Copyrights in which a security interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, or in any other country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgornecessary jurisdiction, and naming no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such Pledgorjurisdiction (other than such actions as are necessary to perfect the Security Interest with respect to any Collateral consisting of Patents, as debtor, Trademarks and Copyrights (or registration or application for registration thereof) acquired or developed after the Collateral Agent, as secured partydate hereof).

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Administrative Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, and (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing law and that describe the Pledged Collateral in any manner as the Administrative Agent may determine, in its reasonable discretion, as is necessary to ensure the perfection of the security interest in the collateral granted to the Administrative Agent in connection herewith (including, without limitation, as “all assets of the Debtor, whether now owned or hereafter acquired by the Pledgor acquired” or in which Pledgor otherwise has rights” and (iii) in the case words of a financing statement filed as a fixture filing similar effect or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relateswith greater detail). Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Administrative Agent promptly upon reasonable request by the Collateral Administrative Agent. (b) Each Pledgor hereby ratifies its authorization for the Collateral Administrative Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Administrative Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other countryoffice), including this Agreement, in the form of the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents similar documents, for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Administrative Agent, as secured party.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agent. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country)Office, including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party, in each case to the extent permitted by applicable law.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code UCC of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “"all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” " and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon reasonable request by the Collateral Agent. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements relating Upon prior written notice to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgors, each Pledgor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “"all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” " and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agent. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” or words of similar import and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agent. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, Pledgor as debtor, debtor and the Collateral Agent, Agent as secured party.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agent. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other countryoffice), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party. (d) Notwithstanding the foregoing authorizations, in no event shall the Collateral Agent be obligated to prepare or file any financing statements or make any filings with the United States Patent and Trademark Office and/or the United States Copyright Office (or any successor office or any similar office in any other country) whatsoever, or to maintain the perfection of the security interest granted hereunder. Each Pledgor agrees to prepare, record and file, at its own expense, financing statements (and continuation statements when applicable), the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement (and/or any other similar documents) with respect to the Pledged Collateral now existing or hereafter created meeting the requirements of applicable federal or state law in such manner and in such jurisdictions as are necessary to perfect and maintain perfected the Pledged Collateral, and to deliver a file-stamped copy of each such financing statement or other evidence of filing to the Collateral Agent. Regardless of the terms of any other provision of this Agreement or any of the related documents, neither the Trustee nor the Collateral Agent shall be under any obligation whatsoever to file the Copyright Security Agreement, the Patent Security Agreement, the Trademark Security Agreement or any other similar documents (with regard to currently existing or after-acquired Intellectual Property Collateral) or any financing or continuation statements or to make any other filing under the UCC in connection with this Agreement (or have any liability arising from the making of or the failure to make such filings).

Filings. (a) a. Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents for the purpose of perfecting or continuing the security interest granted by such Pledgor hereunder, without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” or words of similar import or meaning and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agent. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) b. Each Pledgor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other countryoffice), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party.

Filings. (a) Each Pledgor hereby irrevocably authorizes The Perfection Certificate has been duly prepared, completed and executed and the Collateral Agent at any time information set forth therein is correct and from time to time to file in any relevant jurisdiction any complete. Fully executed UCC financing statements (including fixture filings, as applicable) ("Financing Statements") containing a description of the Collateral have been filed in the governmental office of the Grantor's state of incorporation as specified in Schedule II to this Security Agreement (the "Filing Office"), which are all the filings, recordings and registrations that are necessary to publish notice of and protect the validity of and to establish a legal, valid and perfected security interest in favor of the Collateral Agent as agent on behalf of the Investor superior and prior to the rights of all other Persons and subject to no other Liens in respect of all Collateral in which the Security Interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each its territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such jurisdiction, except as provided under applicable jurisdiction for law with respect to the filing of any financing statement or amendment relating to the Pledged Collateral, including continuation statements. The Grantor hereby (i) whether acknowledges and consents to the delivery by the Collateral Agent to the Investor of such Pledgor is an organizationFinancing Statements, and to the type of organization filing thereof by the Investor with the Filing Office specified in Schedule II to this Security Agreement, and any organizational identification number issued to such Pledgor, (ii) any financing or covenants and agrees that it shall prepare and deliver to the Collateral Agent, with a copy to the Investor, not less than forty-five days prior to the date when the same are required to be filed under the UCC, duly completed and appropriate UCC continuation statements or other documents without the signature for each of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence Financing Statements together with written notice to the Collateral Agent promptly upon request by the Collateral Agent. (b) Each Pledgor hereby ratifies its authorization for making reference to this Section of this Security Agreement and instructing the Collateral Agent to sign and file in any relevant jurisdiction any financing such continuation statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured partyFiling Office.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agent. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements of the type described in clause (a) above relating to the Pledged Collateral if filed prior to the date hereof, with the Collateral Agent delivering a copy of such filing to the applicable Pledgor. (c) Each Pledgor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the First Lien Copyright Security Agreement, the First Lien Patent Security Agreement and the First Lien Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such PledgorPledgor where permitted by law, as debtor, and the Collateral Agent, as secured party. (d) Each Pledgor hereby agrees to notify the Collateral Agent when an Amendment to Allege Use or a Statement of Use under Sections 1(c) and 1(d) of the Lxxxxx Act, 15 U.S.C. § 1051 has been filed in the United States Patent and Trademark Office in respect of any “intent-to-use” applications for trademark or service mxxx registrations filed pursuant to Section 1(b) of such Act within 30 days of the end of the fiscal quarter in which such filing is made.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agent. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, Agreement and the Second Lien Copyright Security Agreement, the Second Lien Patent Security Agreement and the Agreement, Second Lien Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Administrative Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code UCC of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets in which the Pledgor now owned owns or hereafter acquired by the Pledgor or in which Pledgor otherwise has acquires rights” or words of similar effect and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Administrative Agent promptly upon request by the Collateral Agentrequest. (b) Each Pledgor hereby ratifies its authorization for the Collateral Administrative Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Administrative Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Administrative Agent, as secured party; provided, however, that the Administrative Agent shall only file this Agreement or a short form hereof with the United States Patent and Trademark Office if the Administrative Agent (i) includes the United States Patent and Trademark Office’s “Recordation Form Cover Sheet” as part of such filing, completes such cover sheet, and indicates on such cover sheet that the nature of the conveyance is a “Security Agreement” and (ii) promptly (and in any event within 10 days) provides such Pledgor with copies of such filing.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) and ), amendments thereto and terminations thereof that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “"all assets in which the Pledgor now owned owns or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” acquires rights and all proceeds thereof" and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agentits request. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Second Lien Copyright Security Agreement, the Second Lien Patent Security Agreement and the Second Lien Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Administrative Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Administrative Agent promptly upon request by the Collateral Administrative Agent. (b) Each Pledgor hereby ratifies its authorization for the Collateral Administrative Agent to file in any relevant jurisdiction any financing statements of the type described in clause (a) above relating to the Pledged Collateral if filed prior to the date hereof, with the Administrative Agent delivering a copy of such filing to the applicable Pledgor. (c) Each Pledgor hereby further authorizes the Collateral Administrative Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such PledgorPledgor where permitted by law, as debtor, and the Collateral Administrative Agent, as secured party. (d) Each Pledgor hereby agrees to notify the Administrative Agent when an Amendment to Allege Use or a Statement of Use under Sections 1(c) and 1(d) of the Lxxxxx Act, 15 U.S.C. § 1051 has been filed in the United States Patent and Trademark Office in respect of any “intent-to-use” applications for trademark or service mxxx registrations filed by such Pledgor pursuant to Section 1(b) of such Act within thirty (30) days of the end of the fiscal quarter in which such filing is made.

Filings. (a) Each Pledgor hereby irrevocably authorizes The Perfection Certificate has been duly prepared, completed and executed and the Collateral Agent at any time information set forth therein, including the exact legal name of each Grantor, is correct and from time to time to file in any relevant jurisdiction any complete. Fully authorized Uniform Commercial Code financing statements (including fixture filings, as applicable) and amendments thereto that contain the information required by Article 9 or other appropriate filings, recordings or registrations containing a description of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating Guaranteed Obligations Collateral have been delivered to the Pledged CollateralCollateral Agent for filing in each governmental, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements municipal or other documents without office specified in Schedule 6 to the signature of such Pledgor where permitted Perfection Certificate (or specified by lawnotice from the Borrower to the Existing Agreement Administrative Agent or the New Agreement Administrative Agent, including as the filing of a financing statement describing case may be, after the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) Existing Agreement Effective Date in the case of a financing statement filed as a fixture filing filings, recordings or covering Pledged Collateral constituting minerals registrations required by Section 5.03(a) or 5.12 of the like Existing Credit Agreement or Section 5.03(a) or 5.12 of the New Credit Agreement, respectively) which are all the filings, recordings and registrations (other than filings required to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described made in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agent. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office or and the United States Copyright Office in order to perfect the Security Interest in Guaranteed Obligations Collateral consisting of United States Patents, Trademarks and Copyrights) that are necessary to publish notice of and protect the validity of and to establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the ratable benefit of the Secured Parties) in respect of all Guaranteed Obligations Collateral in which the Security Interest may be perfected by filing, recording or registration in the United States (or any successor office political subdivision thereof) and its territories and possessions, and no further or any similar office subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any other country)such jurisdiction, including this Agreementexcept as provided under applicable law with respect to the filing of continuation statements. (b) Each Grantor represents and warrants that fully executed security agreements in the form hereof or in a form appropriate for filing with the appropriate office, to the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose satisfaction of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, and containing a description of all Guaranteed Obligations Collateral consisting of Intellectual Property with respect to United States Patents and United States registered Trademarks (and Trademarks for which United States registration applications are pending) and United States registered Copyrights have been delivered to the Collateral Agent for recording by the United States Patent and Trademark Office and the United States Copyright Office pursuant to 35 U.S.C. Section 261, 15 U.S.C. Section 1060 or 17 U.S.C. Section 205 and the regulations thereunder, as secured partyapplicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction, to protect the validity of and to establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the ratable benefit of the Secured Parties) in respect of all Guaranteed Obligations Collateral consisting of Patents, Trademarks and Copyrights in which a security interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, or in any other necessary jurisdiction, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary (other than such actions as are necessary to perfect the Security Interest with respect to any Guaranteed Obligations Collateral consisting of Patents, Trademarks and Copyrights (or registration or application for registration thereof) acquired or developed after the date hereof).

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time during the term of this Security Agreement to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article Division 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cutfiling, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agent. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted or required by lawapplicable Requirements of Law, including the filing of a financing statement describing the Pledged Collateral as “"all assets in which the Pledgor now owned owns or hereafter acquired by the Pledgor or in which Pledgor otherwise has acquires rights” " and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agentrequest. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent to file filings with with, if applicable, the United States Patent and Trademark Office or and the United States Copyright Office (or any successor office or any similar office in any other countrycountry or group of countries), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, as applicable, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such PledgorPledgor where allowed or required by applicable Requirements of Law, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agent. Anything to the contrary herein notwithstanding, the Collateral Agent shall not be required to make any filings of financing statements, filings with the United States Patent and Trademark Office, the United States Copyright Office or otherwise except to the extent such filings are delivered to the Collateral Agent in proper form for recording, and the filing thereof is specified in the Perfection Certificate or in a written direction to the Collateral Agent from the Trustee or a Pledgor. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other countryoffice), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code PPSA (or any similar legislation) of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing, financing change or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agent. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements or amendments thereto relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent to file make filings with the Canadian Intellectual Property Office, the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Second Lien Copyright Security Agreement, the Second Lien Patent Security Agreement and the Second Lien Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party.

Filings. (ai) Each Pledgor hereby irrevocably authorizes the Collateral Administrative Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code UCC of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Administrative Agent promptly upon request by the Collateral Administrative Agent. (ba) Each Pledgor hereby ratifies its authorization for the Collateral Administrative Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (cb) Each Pledgor hereby further authorizes the Collateral Administrative Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreementincluding, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Administrative Agent, as secured party. (c) Notwithstanding the foregoing authorizations, in no event shall the Administrative Agent be obligated to prepare or file any financing statements whatsoever, or to maintain the perfection of the security interest granted hereunder. Each Pledgor agrees to prepare, record and file, at its own expense, financing statements (and continuation statements when applicable) with respect to the Collateral now existing or hereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect and maintain perfected the Collateral, and to deliver a file stamped copy of each such financing statement or other evidence of filing to the Administrative Agent. Neither the Trustee nor the Administrative Agent shall be under any obligation whatsoever to file any such financing or continuation statements or to make any other filing under the UCC in connection with this Agreement.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agent. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements of the type described in clause (a) above relating to the Pledged Collateral if filed prior to the date hereof, with the Collateral Agent delivering a copy of such filing to the applicable Pledgor. (c) Each Pledgor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Second Lien Copyright Security Agreement, the Second Lien Patent Security Agreement and the Second Lien Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such PledgorPledgor where permitted by law, as debtor, and the Collateral Agent, as secured party. (d) Each Pledgor hereby agrees to notify the Collateral Agent when an Amendment to Allege Use or a Statement of Use under Sections 1(c) and 1(d) of the Lxxxxx Act, 15 U.S.C. § 1051 has been filed in the United States Patent and Trademark Office in respect of any “intent-to-use” applications for trademark or service mxxx registrations filed pursuant to Section 1(b) of such Act within 30 days of the end of the fiscal quarter in which such filing is made.

Filings. (a) Each Pledgor Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor Grantor is an organization, the type of organization and any organizational identification number issued to such PledgorGrantor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor Grantor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor Grantor or in which Pledgor Grantor otherwise has rights” or words of similar import, and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor Grantor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon reasonable request by the Collateral Agent. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor Grantor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark or any Intellectual Property Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor Grantor hereunder, without the signature of such PledgorGrantor, and naming such PledgorGrantor, as debtor, and the Collateral Agent, as secured party.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rightspersonal property” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agentrequest. (ba) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto relating to the Pledged Collateral if filed prior to the date hereof. (cb) Each Pledgor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor debtor or in which Pledgor debtor otherwise has rights” or a similar description and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cutfiling, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agent. (ba) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (cb) Each Pledgor hereby further authorizes the Collateral Agent to file execute and/or submit filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), as applicable, including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents and to take such other actions as may be required under applicable law for the purpose of perfecting, recording, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “"all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” personal property" and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agentrequest. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party.

Filings. (a) Each Pledgor hereby irrevocably authorizes All information set forth herein as of the date hereof and in the Perfection Certificate as of the date hereof, including the Schedules annexed hereto and thereto, has been duly prepared, completed and executed and the information set forth herein and therein is correct and complete in all material respects. The Collateral Agent at any time and from time described on the Schedules annexed to time the Perfection Certificate constitutes all of the property of such type of Collateral owned or held by the Grantors to file in any relevant jurisdiction any the extent required to be scheduled thereon. Fully completed and, to the extent necessary or appropriate, duly executed UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations containing a description of the Collateral have been delivered to the Collateral Agent for filing in each governmental, municipal or other office specified in Schedule 7 to the Perfection Certificate, which are all the filings, recordings and registrations (along with the concurrent payment of any applicable taxes or filing fees) that are necessary to publish notice of and protect the validity of and to establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the benefit of the Secured Parties) in respect of all Collateral in which a security interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and amendments thereto its territories and possessions (provided that contain additional filings may be required to perfect the information required by security interest in any Patents, Trademarks and Copyrights acquired after the date hereof), and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration under Article 9 of the Uniform Commercial Code of each UCC is necessary in any such jurisdiction, except as provided under applicable jurisdiction for law with respect to the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agentstatements. (b) Each Pledgor hereby ratifies its authorization for Grantor represents and warrants that a fully executed security agreement in the form hereof (or short form security agreements in a form reasonably satisfactory to the Collateral Agent) identifying all Collateral consisting of (x) United States issued Patents and Patent applications and United States registered Trademarks and Trademarks applications, in each case, owned by such Grantor, have been delivered contemporaneously with the execution of this Agreement to the Collateral Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent to file filings for recordation with the United States Patent and Trademark Office or Office, and (y) United States registered Copyrights and Copyright applications owned by such Grantor have been delivered contemporaneously with the execution of this Agreement to the Collateral Agent for registration with the United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured partyOffice.

Filings. (a) Each Pledgor hereby irrevocably authorizes Party shall use commercially reasonable efforts during the Collateral Agent at Pre-Closing Period to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed by such Party with any time Governmental Body with respect to any of the transactions contemplated by this Agreement, and from time to time to file submit promptly any additional information requested by any such Governmental Body. Purchaser shall pay all filing and related fees in connection with any such filings that must be made by any of the Parties under the HSR Act or any similar Legal Requirements of any other jurisdiction. Without limiting the generality or effect of the foregoing sentence, each of the Company, Blocker and Purchaser shall, as soon as practicable but in any relevant jurisdiction event within ten Business Days of the execution of the Agreement, make any financing statements initial filings required under the HSR Act in connection with the transactions contemplated by this Agreement. Purchaser, the Company and Blocker shall respond as promptly as practicable to any inquiries or requests received from any Governmental Body in connection with such filings. Subject to the confidentiality provisions of this Agreement, Purchaser, the Company and Blocker shall promptly supply the other with any information which may be required in order to effectuate any filings (including fixture filingsapplications) pursuant to (and amendments thereto that contain the information required to otherwise comply with its obligations set forth in) this Section 7.1(a). Except where prohibited by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of Legal Requirements or any financing statement or amendment relating Governmental Body, and subject to the Pledged Collateralconfidentiality provisions of this Agreement, including the Company and Blocker shall: (i) whether such Pledgor is an organization, cooperate with Purchaser with respect to any filings made by Purchaser in connection with the type of organization and any organizational identification number issued to such Pledgor, transactions contemplated by this Agreement; (ii) permit Purchaser to review (and consider in good faith the views of Purchaser in connection with) any financing or continuation statements or other documents without before submitting such documents to any Governmental Body in connection with the signature of such Pledgor where permitted transactions contemplated by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” this Agreement; and (iii) in the case promptly provide Purchaser with copies of all filings, notices and other documents (and a financing statement filed as a fixture filing summary of any oral presentations) made or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request submitted by the Collateral Agent. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent Company or Blocker with or to file any Governmental Body in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent to file filings connection with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including transactions contemplated by this Agreement. Purchaser shall, in consultation with the Copyright Security AgreementCompany and Blocker, the Patent Security Agreement determine strategy, lead all proceedings and the Trademark Security Agreementcoordinate all activities with respect to seeking any actions, consents, approvals or other documents for the purpose waivers of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, any Governmental Body as debtorcontemplated hereby, and the Collateral AgentSellers, the Company and Blocker shall, and the Sellers shall cause the Company and Blocker to, take such actions as secured partyreasonably requested by Purchaser in connection with obtaining such consents, approvals or waivers. Subject to Section 6.2(c), nothing in this Section 7.1(a) shall be deemed to require Sellers, the Company or any Acquired Company to provide any notice to Purchaser or any Affiliate of Purchaser regarding the matters set forth in Part 2.12 of the Disclosure Schedule.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agent. Anything to the contrary herein notwithstanding, the Collateral Agent shall not be required to make any filings of financing statements, filings with the United States Patent and Trademark Office, the United States Copyright Office or otherwise except to the extent such filings are delivered to the Collateral Agent in proper form for recording, and the filing thereof is specified in the Perfection Certificate or in a written direction to the Collateral Agent from the Trustee or a Pledgor. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other countryoffice), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent Agents at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “"all assets of Pledgor whether now owned or hereafter acquired by the Pledgor arising or in which Pledgor otherwise has rights” acquired, including all proceeds thereof" and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent Agents promptly upon request by the Collateral AgentAgents. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent Agents to file in any relevant jurisdiction any financing statements or amendments thereto relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent Agents to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreementas applicable, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral AgentAgents, as secured party.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction in the United States (or any other applicable jurisdiction with respect to Specified Non-U.S. OIN Collateral (other than that constituting Pledged Interests, Pledged Shares or Indebtedness)) any initial financing statements (including fixture filings) ), continuation statements and amendments thereto (or correlative foreign documents or filings) that contain the information required by Article 9 of the Uniform Commercial Code UCC of each applicable jurisdiction in the United States (or correlative Legal Requirements with respect to Specified Non-U.S. OIN Collateral (other than that constituting Pledged Interests, Pledged Shares or Indebtedness)) for the filing of any financing statement, continuation statement or amendment (or correlative foreign documents or filings) relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agent. Such financing statements may describe the collateral in the same manner as described herein or may contain a 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 or priority of the security interest in the collateral granted to the Collateral Agent in connection herewith, including describing such property as “all assets whether now owned or hereafter acquired” or “all personal property whether now owned or hereafter acquired” or similar language (regardless of whether any particular asset comprised in the Pledged Collateral falls within the scope of Article 9 of the UCC). (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office or and the United States Copyright Office (or any successor office or any similar office in any other countryoffice), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents in each case, for the purpose of perfecting, confirming, continuing, enforcing or protecting the pledge and security interest granted by such Pledgor hereunderhereunder in its Material IP Collateral, without issued, registered or applied for with the signature of such PledgorUnited States Patent and Trademark Office and the United States Copyright Office (or any successor office), and naming such Pledgor, as debtor, and the Collateral Agent, as secured party. (c) Notwithstanding anything to the contrary contained herein, other than with respect to the Specified Non-U.S. OIN Collateral (other than that constituting Pledged Interests, Pledged Shares or Indebtedness), no Pledgor shall be required to take any action to perfect a security interest in the Pledged Collateral other than the following: (i) the execution of this Agreement, (ii) the filing of financing statements in appropriate jurisdictions in the United States (including fixture filings), (iii) the entry into Mortgages and other mortgage documentation with respect to any Mortgaged Property, (iv) the execution and filing of any Copyright Security Agreement, Patent Security Agreement and/or Trademark Security Agreement, as applicable, with respect to any issued, registered or applied for Material IP Collateral, (v) the execution and filing of Collateral Vessel Mortgages and customary related documentation, (vi) the entering into of Control Agreements with respect to the Controlled Accounts (or, with respect to any such accounts located outside of the United States, customary arrangements in the applicable jurisdictions for perfecting a security interest in such Controlled Accounts and assets credited thereto) and (vii) actions required by Sections 3.1, 3.2 and 3.4 hereof.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code UCC of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agent. (ba) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (cb) Each Pledgor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party. (c) Notwithstanding the foregoing authorizations, in no event shall the Collateral Agent be obligated to prepare or file any financing statements whatsoever, or to maintain the perfection of the security interest granted hereunder. Each Pledgor agrees to prepare, record and file, at its own expense, financing statements (and continuation statements when applicable) with respect to the Collateral now existing or hereafter created meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect and maintain perfected the Collateral, and to deliver a file stamped copy of each such financing statement or other evidence of filing to the Collateral Agent. Neither the Trustee nor the Collateral Agent shall be under any obligation whatsoever to file any such financing or continuation statements or to make any other filing under the UCC in connection with this Agreement.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction in the United States any financing statements (including other than fixture filingsfilings and other filings that are required to be made in any real estate recording office) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, Pledgor and (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates”. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agent. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunderhereunder in any applications for or registrations of Copyrights registered with the United States Copyright Office, without any applications for or registrations of Trademarks registered with the signature of such PledgorUnited States Patent and Trademark Office or any Patents applied for or issued by the United States Patent and Trademark Office, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction in the United States any initial financing statements (including fixture filings) ), continuation statements and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code UCC of each applicable jurisdiction in the United States for the filing of any financing statement, continuation statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agent. Such financing statements may describe the collateral in the same manner as described herein or may contain a 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 or priority of the security interest in the collateral granted to the Collateral Agent in connection herewith, including describing such property as “all assets whether now owned or hereafter acquired” or “all personal property whether now owned or hereafter acquired” or similar language (regardless of whether any particular asset comprised in the Pledged Collateral falls within the scope of Article 9 of the UCC). (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office or and the United States Copyright Office (or any successor office or any similar office in any other countryoffice), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents in each case, for the purpose of perfecting, confirming, continuing, enforcing or protecting the pledge and security interest granted by such Pledgor hereunderhereunder in its Material IP Collateral, without issued, registered or applied for with the signature of such PledgorUnited States Patent and Trademark Office and the United States Copyright Office (or any successor office), and naming such Pledgor, as debtor, and the Collateral Agent, as secured party. (c) Notwithstanding anything to the contrary contained herein, no Pledgor shall be required to take any action to perfect a security interest in the Pledged Collateral other than the following: (i) the execution of this Agreement, (ii) the filing of financing statements in appropriate jurisdictions in the United States (including fixture filings), (iii) the entry into Mortgages and other mortgage documentation with respect to any Mortgaged Property, (iv) the execution and filing of any Copyright Security Agreement, Patent Security Agreement and/or Trademark Security Agreement, as applicable, with respect to any issued, registered or applied for Material IP Collateral, (v) the execution and filing of Collateral Vessel Mortgages and customary related documentation, (vi) the entering into of Control Agreements with respect to the Controlled Accounts (or, with respect to any such accounts located outside of the United States, customary arrangements in the applicable jurisdictions for perfecting a security interest in such Controlled Accounts and assets credited thereto), (vii) actions required by Sections 3.1, 3.2 and 3.4 hereof and (viii) to the extent that any other actions are taken to perfect a security interest in the Collateral pursuant to the ABL Loan Documents, such other actions.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent Trustee at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent Trustee promptly upon request by the Collateral AgentTrustee. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent Trustee to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral AgentTrustee, as secured party.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agent. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements or amendments thereto relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent to file make filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “"all assets in which the Pledgor now owned owns or hereafter acquired by the Pledgor or in which Pledgor otherwise has acquires rights” " and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agentrequest. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (ca) Each Pledgor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Administrative Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Administrative Agent promptly upon request by the Collateral Administrative Agent. (b) Each Pledgor hereby ratifies its authorization for the Collateral Administrative Agent to file in any relevant jurisdiction any financing statements of the type described in clause (a) above relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent to file filings , with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature Administrative Agent delivering a copy of such filing to the applicable Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party.

Filings. (a) Each Pledgor Grantor hereby irrevocably authorizes the Collateral Administrative Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code UCC of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor Grantor is an organization, the type of organization and any organizational identification number issued to such PledgorGrantor, (ii) any financing or continuation statements or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Grantor hereunder, without the signature of such Pledgor Grantor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “"all assets now owned or hereafter acquired by the Pledgor Grantor or in which Pledgor the Grantor otherwise has rights” " and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor Grantor agrees to provide all information described in the immediately preceding sentence to the Collateral Administrative Agent promptly upon request by the Collateral Administrative Agent. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor Grantor hereby further authorizes the Collateral Administrative Agent to file filings with the United States Patent and Trademark Office or and the United States Copyright Office (or and any successor office or and any similar office in any United States state or other country), including ) this Agreement, the Copyright Intellectual Property Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor Grantor hereunder, without the signature of such PledgorGrantor where permitted by law, and naming such Pledgor, Grantor as debtor, and the Collateral Agent, Administrative Agent as secured party. (c) Each Grantor hereby ratifies its authorization for the Administrative Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto relating to the Collateral if filed prior to the date hereof.

Filings. (a) Each Pledgor Grantor hereby irrevocably authorizes the Collateral Agent Lender at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code UCC of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor Grantor is an organization, the type of organization and any organizational identification number issued to such PledgorGrantor, (ii) any financing or continuation statements or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Grantor hereunder, without the signature of such Pledgor Grantor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor Grantor or in which Pledgor the Grantor otherwise has rights” or words of similar effect and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor Grantor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent Lender promptly upon request by the Collateral AgentLender. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor Grantor hereby further authorizes the Collateral Agent Lender to file filings with the United States Patent and Trademark Office or and the United States Copyright Office (or and any successor office or and any similar office in any United States state or other country), including ) this Agreement, the Copyright Intellectual Property Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor Grantor hereunder, without the signature of such PledgorGrantor where permitted by law, and naming such Pledgor, Grantor as debtor, and the Collateral Agent, Lender as secured party. (c) Each Grantor hereby further authorizes Lender at any time and from time to time, with respect to Motor Vehicles, to file in any relevant jurisdiction with the registrar of motor vehicles or other appropriate Governmental Authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, but only to the extent such notation or other indication is required under Section 3.04(h). (d) Each Grantor hereby ratifies its authorization for Lender to have filed in any relevant jurisdiction any initial financing statements or amendments thereto relating to the Pledged Collateral if filed prior to the date hereof.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) ), continuation statements and amendments or assignments thereto that contain the information required by Article 9 of the Uniform Commercial Code UCC of each applicable jurisdiction for the filing of any financing statement, continuation statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, and (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by request. Such financing statements may describe the collateral in the same manner as described herein or may contain a description of collateral that describes such property in any other manner as the Collateral AgentAgent may determine, in its sole but reasonable discretion, is necessary, advisable or prudent to ensure the perfection or priority of the security interest in the collateral granted to the Collateral Agent in connection herewith, including, describing such property as “all assets whether now owned or hereafter acquired” or “all personal property whether now owned or hereafter acquired” (regardless of whether any particular asset comprised in the Pledged Collateral falls within the scope of Article 9 of the UCC). (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby ratifies its authorization for the Collateral Agent, and further authorizes the Collateral Agent Agent, to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the pledge and security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent Trustee at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets in which the Pledgor now owned owns or hereafter acquired by the Pledgor or in which Pledgor otherwise has acquires rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly Trustee upon request by the Collateral Agentrequest. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent Trustee to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral AgentTrustee, as secured party.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Administrative Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” or language of similar import and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cutfiling, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Administrative Agent promptly upon request by the Collateral Administrative Agent. (b) Each Pledgor hereby ratifies its authorization for the Collateral Administrative Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Administrative Agent to file filings with the United States Patent and Trademark Office PTO or United States Copyright Office (or any successor office or any similar office in any other country), as applicable, including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Administrative Agent, as secured party.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any UCC financing statements (including fixture filings) filings except to the extent the burden or cost of obtaining such filings outweighs the benefit of the security afforded thereby as reasonably determined by the Administrative Agent in consultation with Borrower), continuation statements and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement, continuation statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets of the Debtor wheresoever located, whether now owned and existing or hereafter acquired by the Pledgor acquired” or in which Pledgor otherwise has rights” words of similar effect and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property Real Property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon reasonable request by the Collateral Agent. (b) Each Pledgor hereby ratifies its authorization for Upon the request of the Collateral Agent Agent, in order to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent to file facilitate filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the each Pledgor shall execute and deliver such Copyright Security AgreementAgreements, the Patent Security Agreement and the Agreements, Trademark Security Agreement, or Agreements and such other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder. If any Pledgor fails to execute and deliver such agreements or other documents within ten Business Days of the Collateral Agent’s request, the Collateral Agent is hereby authorized to file, after the expiration of such ten Business Day period, such agreements or other documents, without the signature of such Pledgor, Pledgor and naming such Pledgor, Pledgor as debtor, debtor and the Collateral Agent, Agent as secured party.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets of the Pledgor whether now owned existing or hereafter acquired by the Pledgor or in which Pledgor otherwise has rightsarising” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agent. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements or amendments thereto relating to the Pledged Collateral if filed prior to the date hereofhereof in compliance with the restrictions set forth above in Section 2.2(a). (c) Each Pledgor hereby further authorizes the Collateral Agent to file make filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent (but the Collateral Agent is not obligated) at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) ), continuation statements and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code UCC of each applicable jurisdiction for the filing of any financing statement, continuation statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, and (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described Such financing statements may describe the collateral in the immediately preceding sentence same manner as described herein or may contain a description of collateral that describes such property in any other manner as is necessary or advisable to ensure the perfection or priority of the security interest in the collateral granted to the Collateral Agent promptly upon request by in connection herewith, including, describing such property as “all assets whether now owned or hereafter acquired” or “all personal property whether now owned or hereafter acquired” (regardless of whether any particular asset comprised in the Pledged Collateral Agentfalls within the scope of Article 9 of the UCC). (b) Each Pledgor hereby ratifies its authorization for (without imposing any duty on the Collateral Agent Agent) to file in any relevant jurisdiction any initial financing statements or amendments thereto relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent (but the Collateral Agent is not obligated) to file filings with the United States Patent and Trademark Office or the United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the pledge and security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party. (d) For the avoidance of doubt, neither the Trustee nor the Collateral Agent shall be under any obligation whatsoever to file any financing or continuation statements or make any other filings described in this Section 2.2.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether All filings (including, without limitation, UCC and real property filings) required to be made by any Person and all other actions required to be taken or performed by any Person in any jurisdiction to give the Purchaser a first priority perfected lien on all Applicable Underlying Purchased Note Collateral and all other collateral security for all Purchased Consumer Note Receivables purchased by the Purchaser hereunder and the proceeds thereof have been made, taken or performed; provided, that, (X) any such Pledgor is lien on the Land, Units and/or Common Elements of an organizationApplicable Development, to the type of organization extent evidenced by a Developer Mortgage, may be subordinate to an AD&C Mortgage and any organizational identification number issued (Y) such lien on Applicable Underlying Purchased Note Collateral and other collateral security which constitutes real property may be subject to such Pledgor, Permitted Liens and Encumbrances; (ii) all filings (including, without limitation, UCC and real property filings) required to be made by any financing Person and all other actions required to be taken or continuation statements or other documents without performed by any Person in any jurisdiction to give the signature of such Pledgor where permitted by law, including the filing of applicable Developer a financing statement describing the Pledged Collateral as “first priority perfected lien on all assets now owned or hereafter acquired collateral security for all Consumer Note Receivables securing any Developer Note Receivables purchased by the Pledgor Purchaser hereunder and the proceeds thereof have been made, taken or in performed; provided, that such lien on any such collateral security which Pledgor otherwise has rights” constitutes real property may be subject to Permitted Liens and Encumbrances; (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like all filings (including, without limitation, UCC and real property filings) required to be extracted or timber made by any Person and all other actions required to be cuttaken or performed by any Person in any jurisdiction to give the Seller a first priority perfected lien on all Applicable Underlying Loan Collateral and all other collateral security for all Developer Note Receivables purchased by the Purchaser hereunder and the proceeds thereof have been made, taken or performed; provided, that, (X) any such lien on the Land, Units and/or Common Elements of an Applicable Development, to the extent evidenced by a sufficient description of the Developer Mortgage, may be subordinate to an AD&C Mortgage and (Y) such lien on Applicable Underlying Loan Collateral and other collateral security which constitutes real property may be subject to which such Pledged Collateral relates. Each Pledgor agrees Permitted Liens and Encumbrances; (iv) all filings (including, without limitation, UCC and real property filings) required to provide be made by any Person and all information described other actions required to be taken or performed by any Person in any jurisdiction to give the immediately preceding sentence Purchaser a first priority perfected ownership interest in all Purchased Consumer Note Receivables Purchased hereunder and the proceeds thereof have been made, taken or performed; and (v) all filings (including, without limitation, UCC and real property filings) required to be made by any Person and all other actions required to be taken or performed by any Person in any jurisdiction to transfer from the Seller to the Purchaser a first priority perfected lien on all Applicable Underlying Loan Collateral Agent promptly upon request by the Collateral Agent. (b) Each Pledgor hereby ratifies its authorization and all other collateral security for the Collateral Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement all Developer Note Receivables Purchased hereunder and the Trademark Security Agreementproceeds thereof have been made, taken or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured partyperformed.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “"all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” " and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agent. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party. (c) Each Pledgor hereby further authorizes the Collateral Agent at any time and from time to time, with respect to Motor Vehicles, to file in any relevant jurisdiction with the registrar of motor vehicles or other appropriate Governmental Authority in such jurisdiction an application or other document requesting the notation or other indication of the security interest created hereunder on such certificate of title, but only to the extent such notation or other indication is required under Section 3.4(g).

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Administrative Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” other than Excluded Property and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Administrative Agent promptly upon request by the Collateral Administrative Agent. (b) Each Pledgor hereby ratifies its authorization for the Collateral Administrative Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Administrative Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Administrative Agent, as secured party.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction within the U.S. any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agent. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other countryoffice), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such PledgorPledgor where permitted by law, as debtor, and the Collateral Agent, as secured party. (d) Each Pledgor hereby agrees to notify the Collateral Agent when an Amendment to Allege Use or a Statement of Use under Sections 1(c) and 1(d) of the Xxxxxx Act, 15 U.S.C. § 1051 has been filed in the United States Patent and Trademark Office in respect of any “intent-to-use” applications for trademark or service xxxx registrations filed pursuant to Section 1(b) of such Act within 45 days of the end of the fiscal quarter in which such filing is made.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” or a similar description and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cutfiling, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agent. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), as applicable, including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” or using words of similar import and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agent. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (ca) Each Pledgor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents as may be necessary or reasonably deemed desirable by the Collateral Agent for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agent. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral of Holdings if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party.

Filings. (a) Each Pledgor The Collateral Agent is hereby irrevocably authorizes the Collateral Agent authorized by each Pledgor (but shall not be obligated) at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cutfiling, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon reasonable request by the Collateral Agent. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the The Collateral Agent is hereby irrevocably authorized by each Pledgor (but shall not be obligated) to file make filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other countryoffice), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunderhereunder in Intellectual Property Collateral that is registered, without or whose registration has been applied for, with the signature of such PledgorUnited States Patent and Trademark Office or United States Copyright Office (or any successor office), and naming such Pledgor, as debtor, and the Collateral Agent, as secured party.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file or record in any relevant jurisdiction any initial financing statements (including fixture filings) ), continuation statements and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code UCC of each applicable jurisdiction for the filing of any financing statement, continuation statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, and (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by request. Such financing statements may describe the Collateral Agentin the same manner as described herein or may contain a 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 or priority of the security interest in the collateral granted to the Collateral Agent in connection herewith, including, describing such property as “all assets whether now owned or hereafter acquired” or “all personal property whether now owned or hereafter acquired” (regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC). (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent to file filings and/or record with the United States Patent and Trademark Office or Office, the United States Copyright Office (or Office, any applicable successor office or and any other similar office or Governmental Authority in any other country), including as applicable, this Agreement, the Copyright Security Agreement, the Patent Security Agreement and Agreement, the Trademark Security Agreement, or and any other documents determined by the Collateral Agent in its sole discretion to be necessary, advisable or prudent for the purpose of recording, perfecting, confirming, continuing, enforcing or protecting the pledge and security interest or the priority thereof granted by such Pledgor hereunder, with or without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “"all assets in which the Pledgor now owned owns or hereafter acquired by the Pledgor or in which Pledgor otherwise has acquires rights” " and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agentrequest. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code PPSA or similar legislation of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter of the present and after acquired by personal property of the Pledgor debtor or in which Pledgor debtor otherwise has rights” rights and all substitutions therefor and proceeds thereof, and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals minerals, hydrocarbons or the like to be extracted or timber to be cut, growing crops or the unborn young of animals, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agent. (b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements or amendments thereto relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office or United States Copyright Canadian Intellectual Property Office (or any successor office or any similar office in any other country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Intellectual Property Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party.

Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Administrative Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings and transmitting utility filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Administrative Agent promptly upon request by the Collateral Administrative Agent. (b) Each Pledgor hereby ratifies its authorization for the Collateral Administrative Agent to file in any relevant jurisdiction any financing statements relating to the Pledged Collateral if filed prior to the date hereof. (c) Each Pledgor hereby further authorizes the Collateral Administrative Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Administrative Agent, as secured party.