Common use of Other Documents and Actions Clause in Contracts

Other Documents and Actions. Each Debtor shall, upon the reasonable request of the Collateral Agent, give, execute, deliver, file and/or record any financing statement, registration, notice, instrument, document, agreement or other papers that may be necessary to preserve, perfect, or validate the security interest granted pursuant hereto (or any security interest or mortgage contemplated or required hereunder) or to enable the Collateral Agent or its Representative to exercise and enforce the rights of the Secured Parties hereunder with respect to such pledge and security interest, provided that (i) notices to account debtors in respect of any Accounts or Instruments shall be subject to the provisions of clause (e) below Notwithstanding the foregoing each Debtor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any filing office in any jurisdiction any initial financing statements (and other similar filings or registrations under other applicable laws and regulations pertaining to the creation, attachment, or perfection of security interests) and amendments thereto that (a) indicate the Collateral (i) as all assets of such Debtor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Debtor is an organization, the type of organization and any organization identification number issued to such Debtor, and (ii) in the case of a financing statement filed as a fixture filing, a sufficient description of real property to which the Collateral relates. Each Debtor agrees to furnish any such information to the Collateral Agent promptly upon request. Each Debtor also ratifies its authorization for the Collateral Agent to have filed in any jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.

Other Documents and Actions. Each Debtor shall, upon the reasonable request of the Collateral Agent, shall give, execute, deliver, file and/or record any financing statement, registration, notice, instrument, document, agreement agreement, Mortgage or other papers that may be necessary or desirable (in the reasonable judgment of the Secured Party or its Representatives) to create, preserve, perfect, perfect or validate the security interest granted pursuant hereto (or any security interest or mortgage contemplated or required hereunder, including with respect to Section 2(h) of this Agreement) or to enable the Collateral Agent Secured Party or its Representative Representatives to exercise and enforce the rights of the Secured Parties Party hereunder with respect to such pledge and security interest, provided that (i) notices to account debtors in respect of any Accounts or Instruments shall be subject to the provisions of clause (e) below below. Notwithstanding the foregoing each Debtor hereby irrevocably authorizes the Collateral Agent Secured Party at any time and from time to time to file in any filing office in any jurisdiction any initial financing statements (and other similar filings or registrations under other applicable laws and regulations pertaining to the creation, attachment, or perfection of security interests) and amendments thereto that (a) indicate the Collateral (i) as all assets of such Debtor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCCUniform Commercial Code of the state or states having jurisdiction with respect to all or any portion of the Collateral from time to time, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC Uniform Commercial Code of the state or states having jurisdiction with respect to all or any portion of the Collateral from time to time for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Debtor is an organization, the type of organization and any organization identification number issued to such Debtor, and (ii) in the case of a financing statement filed as a fixture filingfiling or indicating Collateral as As-extracted Collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Debtor agrees to furnish any such information to the Collateral Agent Secured Party promptly upon request. Each Debtor also ratifies its authorization for the Collateral Agent Secured Party to have filed in any jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.

Other Documents and Actions. Each Debtor shall, upon the reasonable request of the Collateral Agent, give, execute, deliver, file and/or record any financing statement, registration, notice, instrument, document, agreement agreement, Mortgage or other papers that may be necessary to create, preserve, perfect, perfect or validate the security interest granted pursuant hereto (or any security interest or mortgage contemplated or required hereunder, including with respect to Section 2(h) of this Agreement) or to enable the Collateral Agent or its Representative to exercise and enforce the rights of the Secured Parties hereunder with respect to such pledge and security interest, provided that (i) notices to account debtors in respect of any Accounts or Instruments shall be subject to the provisions of clause (e) below below. Notwithstanding the foregoing each Debtor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any filing office in any jurisdiction any initial financing statements (and other similar filings or registrations under other applicable laws and regulations pertaining to the creation, attachment, or perfection of security interests) and amendments thereto that (a) indicate the Collateral (i) as all assets of such Debtor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Debtor is an organization, the type of organization and any organization identification number issued to such Debtor, and (ii) in the case of a financing statement filed as a fixture filing, a sufficient description of real property to which the Collateral relates. Each Debtor agrees to furnish any such information to the Collateral Agent promptly upon reasonable request. Each Debtor also ratifies its authorization for the Collateral Agent to have filed in any jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.

Other Documents and Actions. Each Debtor shall, upon the reasonable request of the Collateral Agent, shall give, execute, deliver, file and/or record any financing statement, registration, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the reasonable judgment of the Secured Party or its Representative) to create, preserve, perfect, perfect or validate the security interest and Lien granted pursuant hereto (or any security interest or mortgage contemplated or required hereunder) or to enable the Collateral Agent Secured Party or its Representative to exercise and enforce the rights of the Secured Parties Party hereunder with respect to such pledge and security interestinterest and Lien; provided, provided that (i) notices to account debtors in respect of any Accounts or Instruments shall be subject to the provisions of clause (e) below below. Notwithstanding the foregoing foregoing, each Debtor hereby irrevocably authorizes the Collateral Agent Secured Party at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements (and other similar filings or registrations under other applicable laws and regulations pertaining to the creation, attachment, or perfection of security interests) and amendments thereto that (a) indicate the Collateral (i) as all assets of such Debtor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCCUniform Commercial Code of the State of New York or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC Uniform Commercial Code of the State of New York for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Debtor is an organization, the type of organization and any organization identification number issued to such Debtor, and (ii) in the case of a financing statement filed as a fixture filingfiling or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Debtor agrees to furnish any such information to the Collateral Agent Secured Party promptly upon request. Each Debtor also ratifies its authorization for the Collateral Agent Secured Party to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.

Other Documents and Actions. Each Debtor shallGrantor shall (subject to the Intercreditor Agreement), upon written request by the reasonable request of the Second Priority Collateral Agent, give, promptly execute, deliver, file and/or record any financing statement, registration, notice, instrument, document, agreement or other papers that may be reasonably necessary (in the reasonable judgment of the Second Priority Collateral Agent or its Representative) to create, preserve, perfect, perfect or validate the security interest granted pursuant hereto (or any security interest or mortgage contemplated or required hereunder) or to enable the Second Priority Collateral Agent or its Representative to exercise and enforce the rights of the Secured Parties Second Priority Collateral Agent hereunder with respect to such pledge and security interest; provided, provided that (i) notices to account debtors in respect of no event shall any Accounts or Instruments shall control agreements be subject to the provisions of clause (e) below required. Notwithstanding the foregoing foregoing, each Debtor Grantor hereby irrevocably authorizes the Second Priority Collateral Agent at any time and from time to time to file in any filing office in any relevant UCC jurisdiction any initial financing statements (and other similar filings or registrations under other applicable laws and regulations pertaining to the creation, attachment, or perfection of security interests) and amendments thereto that (a) indicate the Collateral (i) as all assets (other than Excluded Assets) of such Debtor Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCCUCC of the State of New York or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC of the State of New York for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Debtor Grantor is an organization, the type of organization and any organization identification number issued to such DebtorGrantor, and (ii) in the case of a financing statement filed as a fixture filingfiling or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Debtor Grantor agrees to furnish any such information to the Second Priority Collateral Agent promptly upon written request. Each Debtor Grantor also ratifies its authorization for the Second Priority Collateral Agent to have filed in any UCC jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof. For the avoidance of doubt, it is the obligation of each Grantor to obtain, protect and preserve the perfection of lien on behalf of the Second Priority Collateral Agent and the Second Priority Collateral Agent has no obligation whatsoever to take such acts or make any filings in connection therewith.

Other Documents and Actions. Each Debtor shall, upon the reasonable request of the Collateral Agent, Grantor shall give, execute, deliver, file and/or record any financing statement, registration, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the reasonable judgment of the Collateral Agent or its Representative) to create, preserve, perfect, perfect or validate the security interest granted pursuant hereto (or any security interest or mortgage contemplated or required hereunder) or to enable the Collateral Agent or its Representative to exercise and enforce the rights of the Secured Parties Collateral Agent hereunder with respect to such pledge and security interest, provided that (i) notices to account debtors in respect of any Accounts or Instruments shall be subject to the provisions of clause (e) below below. Notwithstanding the foregoing foregoing, each Debtor Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any filing office in any UCC jurisdiction any initial financing statements (and other similar filings or registrations under other applicable laws and regulations pertaining to the creation, attachment, or perfection of security interests) and amendments thereto that (a) indicate the Collateral (i) as all assets of such Debtor Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCCUCC of the State of New York or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC of the State of New York for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Debtor Grantor is an organization, the type of organization and any organization identification number issued to such DebtorGrantor, and (ii) in the case of a financing statement filed as a fixture filingfiling or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Debtor Grantor agrees to furnish any such information to the Collateral Agent promptly upon request. Each Debtor Grantor also ratifies its authorization for the Collateral Agent to have filed in any UCC jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.

Other Documents and Actions. Each Debtor Grantor shall, upon the reasonable written request of by the Collateral Agent, give, promptly execute, deliver, file and/or record any financing statement, registration, notice, instrument, document, agreement or other papers that may be reasonably necessary (in the reasonable judgment of the Collateral Agent or its Representative) to create, preserve, perfect, perfect or validate the security interest granted pursuant hereto (or any security interest or mortgage contemplated or required hereunder) or to enable the Collateral Agent or its Representative to exercise and enforce the rights of the Secured Parties Collateral Agent hereunder with respect to such pledge and security interest; provided, provided that (i) notices to account debtors in respect of no event shall any Accounts or Instruments shall control agreements be subject to the provisions of clause (e) below required. Notwithstanding the foregoing foregoing, each Debtor Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any filing office in any relevant UCC jurisdiction any initial financing statements (and other similar filings or registrations under other applicable laws and regulations pertaining to the creation, attachment, or perfection of security interests) and amendments thereto that (a) indicate the Collateral (i) as all assets (other than Excluded Assets) of such Debtor Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCCUCC of the State of New York or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC of the State of New York for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Debtor Grantor is an organization, the type of organization and any organization identification number issued to such DebtorGrantor, and (ii) in the case of a financing statement filed as a fixture filingfiling or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Debtor Grantor agrees to furnish any such information to the Collateral Agent promptly upon written request. Each Debtor Grantor also ratifies its authorization for the Collateral Agent to have filed in any UCC jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.

Other Documents and Actions. Each Debtor shall, upon the reasonable request of the Collateral Agent, shall give, execute, deliver, file and/or record any financing statement, registration, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the reasonable judgment of the Secured Party or its Representative) to create, preserve, perfect, perfect or validate the security interest and Lien granted pursuant hereto (or any security interest or mortgage contemplated or required hereunder) or to enable the Collateral Agent Secured Party or its Representative to exercise and enforce the rights of the Secured Parties Party hereunder with respect to such pledge and security interestinterest and Lien; provided, provided that (i) notices to account debtors in respect of any Accounts or Instruments shall be subject to the provisions of clause (e) below below. Notwithstanding the foregoing each Debtor hereby irrevocably authorizes the Collateral Agent Secured Party at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements (and other similar filings or registrations under other applicable laws and regulations pertaining to the creation, attachment, or perfection of security interests) and amendments thereto that (a) indicate the Collateral (i) as all assets of such Debtor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCCUniform Commercial Code of the State of New York or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC Uniform Commercial Code of the State of New York for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Debtor is an organization, the type of organization and any organization identification number issued to such Debtor, and (ii) in the case of a financing statement filed as a fixture filingfiling or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Debtor agrees to furnish any such information to the Collateral Agent Secured Party promptly upon request. Each Debtor also ratifies its authorization for the Collateral Agent Secured Party to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.

Other Documents and Actions. Each Debtor shall, upon the reasonable request of the Collateral Agent, shall give, execute, deliver, file and/or record any financing statement, registration, notice, instrument, document, agreement agreement, Mortgage or other papers that may be necessary or desirable (in the reasonable judgment of the Secured Party or its Representative) to create, preserve, perfect, perfect or validate the security interest granted pursuant hereto (or any security interest or mortgage contemplated or required hereunder, including with respect to Section 2(h) of this Agreement) or to enable the Collateral Agent Secured Party or its Representative to exercise and enforce the rights of the Secured Parties Party hereunder with respect to such pledge and security interest, provided that (i) notices to account debtors in respect of any Accounts or Instruments shall be subject to the provisions of clause (e) below below. Notwithstanding the foregoing each Debtor hereby irrevocably authorizes the Collateral Agent Secured Party at any time and from time to time to file in any filing office in any jurisdiction any initial financing statements (and other similar filings or registrations under other applicable laws and regulations pertaining to the creation, attachment, or perfection of security interests) and amendments thereto that (a) indicate the Collateral (i) as all assets of such Debtor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCCUniform Commercial Code of the state or states having jurisdiction with respect to all or any portion of the Collateral from time to time, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC Uniform Commercial Code of the state or states having jurisdiction with respect to all or any portion of the Collateral from time to time for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Debtor is an organization, the type of organization and any organization identification number issued to such Debtor, and (ii) in the case of a financing statement filed as a fixture filingfiling or indicating Collateral as As-extracted Collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Debtor agrees to furnish any such information to the Collateral Agent Secured Party promptly upon request. Each Debtor also ratifies its authorization for the Collateral Agent Secured Party to have filed in any jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.

Other Documents and Actions. Each Subject to the rights of holders of Permitted Liens, each Debtor shall, upon the reasonable request of the Collateral Agent, shall give, execute, deliver, file and/or record any financing statement, registration, notice, instrument, document, agreement agreement, Mortgage or other papers that may be necessary or desirable (in the reasonable judgment of the Secured Party or its Representative) to create, preserve, perfect, perfect or validate the security interest granted pursuant hereto (or any security interest or mortgage contemplated or required hereunder, including with respect to Section 2(h) of this Agreement) or to enable the Collateral Agent Secured Party or its Representative to exercise and enforce the rights of the Secured Parties Party hereunder with respect to such pledge and security interest, provided that (i) notices to account debtors in respect of any Accounts or Instruments shall be subject to the provisions of clause (e) below below; provided further that with respect to Medite GmbH (Austria) and MEDITE sp.zo.o (Poland), Collateral Agent shall not require any foreign governed security documentation so long as such entities are dissolved or otherwise wound up within 120 days of the date of this Agreement (such time which may be extended with the consent of Collateral Agent in its sole discretion). Notwithstanding the foregoing each Debtor hereby irrevocably authorizes the Collateral Agent Secured Party at any time and from time to time to file in any filing office in any jurisdiction any initial financing statements (and other similar filings or registrations under other applicable laws and regulations pertaining to the creation, attachment, or perfection of security interests) and amendments thereto that (a) indicate the Collateral (i) as all assets of such Debtor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Debtor is an organization, the type of organization and any organization identification number issued to such Debtor, and (ii) in the case of a financing statement filed as a fixture filing, a sufficient description of real property to which the Collateral relates. Each Debtor agrees to furnish any such information to the Collateral Agent Secured Party promptly upon request. Each Debtor also ratifies its authorization for the Collateral Agent Secured Party to have filed in any jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.

Other Documents and Actions. Each Debtor shall, upon the reasonable request of the Collateral Agent, Grantor shall give, execute, deliver, file and/or record any financing statement, registration, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the reasonable judgment of the Administrative Agent or its Representative) to create, preserve, perfect, perfect or validate the security interest granted pursuant hereto (or any security interest or mortgage contemplated or required hereunder) or to enable the Collateral Agent or its Representative to exercise and enforce the rights of the Secured Parties Collateral Agent hereunder with respect to such pledge and security interest, ; provided that (i) notices to account debtors in respect of any Accounts or Instruments shall be subject to the provisions of clause (ed) below below. Notwithstanding the foregoing foregoing, each Debtor Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements (and other similar filings or registrations under other applicable laws and regulations pertaining to the creation, attachment, or perfection of security interests) and amendments thereto that (a) indicate the Collateral (i) as all assets of such Debtor Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCCUniform Commercial Code of the State of New York or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC Uniform Commercial Code of the State of New York for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Debtor Grantor is an organization, the type of organization and any organization identification number issued to such DebtorGrantor, and (ii) in the case of a financing statement filed indicating Collateral as a fixture filingas-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Debtor Grantor agrees to furnish any such information to the Collateral Agent promptly upon request. Each Debtor also ratifies its authorization for the Collateral Agent to have filed in any jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.

Other Documents and Actions. Each Debtor shallwill, from time to time, at its expense, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable, or that Collateral Agent may request, in order to create, perfect and protect any security interests granted or purported to be granted hereby or pursuant to any other Loan Document or to enable Collateral Agent to exercise and enforce its rights and remedies hereunder, or under any other Loan Document with respect to the Collateral. Without limiting the generality of the foregoing, Debtor will: (a) execute and file such financing or continuation statements, or amendments thereto, and such other instruments, documents or notices, as may be necessary or desirable, or as Collateral Agent may request, in order to create, perfect and preserve the security interests granted or purported to be granted hereby or pursuant to any other Loan Document with respect to the Collateral; (b) at any reasonable time, upon demand by Collateral Agent after and during the continuance of an Event of Default, exhibit its Collateral to allow inspection of such Collateral by Collateral Agent or Persons designated by Collateral Agent and to examine and make copies of the records of Debtor related thereto, and to discuss such Collateral and the records of Debtor with respect thereto with, and to be advised as to the same by, Debtor's officers and employees and, after the occurrence and during the continuance of an Event of Default, in the case of Debtor's Accounts, Documents, General Intangibles, Instruments and Investment Property with any Person which is or may be obligated thereon; and (c) upon Collateral Agent's request, appear in and defend any action or proceeding that may affect Debtor's title to or Collateral Agent's security interest in with respect to the Collateral. Without limiting the generality of the foregoing, Debtor shall use its reasonable request best efforts to obtain a Landlord Waiver Agreement (as defined herein) from each of its existing landlords with respect to any premises of Debtor located in the United States of America. For purposes herein, the term "Landlord Waiver Agreement" shall mean a written agreement from the landlord of such premises in favor of the Collateral Agent, givein form and substance reasonably satisfactory to the Collateral Agent, execute, deliver, file and/or record any financing statement, registration, notice, instrument, document, agreement or other papers that may be necessary pursuant to preserve, perfect, or validate the which such landlord will acknowledge Collateral Agent's security interest granted pursuant hereto (or in the Collateral, waive any security interest or mortgage contemplated or required hereunder) or to enable the Collateral Agent or its Representative to exercise and enforce the rights of the Secured Parties hereunder with respect to such pledge and security interest, provided that (i) notices to account debtors in respect of any Accounts lien or Instruments shall be subject to the provisions of clause (e) below Notwithstanding the foregoing each Debtor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any filing office in any jurisdiction any initial financing statements (and other similar filings or registrations under other applicable laws and regulations pertaining to the creation, attachment, or perfection of security interests) and amendments thereto that (a) indicate the Collateral (i) as all assets of claim by such Debtor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Debtor is an organization, the type of organization and any organization identification number issued to such Debtor, and (ii) in the case of a financing statement filed as a fixture filing, a sufficient description of real property to which the Collateral relates. Each Debtor agrees to furnish any such information landlord to the Collateral Agent promptly upon request. Each Debtor also ratifies its authorization for the and agree to permit Collateral Agent to have filed in any jurisdiction any like initial financing statements or amendments thereto if filed prior access to the date hereofpremises in order to exercise its rights and remedies and otherwise deal with the Collateral.

Other Documents and Actions. Each Debtor shallwill, upon the reasonable request of the Collateral Agentfrom time to time, giveat its expense, execute, deliver, file and/or record any financing statement, registration, notice, instrument, document, agreement or other papers promptly execute and deliver all further Instruments and Documents and take all further action that may be necessary to preserve, perfector desirable, or validate the security interest granted pursuant hereto (or that Senior Agent, on behalf of Agents, Senior Lenders, Subordinated Agent and Subordinated Creditors, may request, in order to create, perfect and protect any security interest interests granted or mortgage contemplated purported to be granted hereby or required hereunder) pursuant to any other Loan Document or to enable the Collateral Senior Agent, on behalf of Agents, Senior Lenders, Subordinated Agent or its Representative and Subordinated Creditors, to exercise and enforce the its rights of the Secured Parties hereunder and remedies hereunder, or under any other Loan Document with respect to such pledge and security interestany Collateral. Without limiting the generality of the foregoing, provided that (i) notices to account debtors in respect of any Accounts or Instruments shall be subject to the provisions of clause (e) below Notwithstanding the foregoing each Debtor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any filing office in any jurisdiction any initial financing statements (and other similar filings or registrations under other applicable laws and regulations pertaining to the creation, attachment, or perfection of security interests) and amendments thereto that will: (a) indicate the Collateral (i) as all assets of execute and file such Debtor financing or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCCcontinuation statements, or (ii) as being of an equal financing change statements or lesser scope or with greater detailamendments thereto, and such other Instruments, Documents or notices, as may be necessary or desirable, or as Senior Agent, on behalf of Agents, Senior Lenders, Subordinated Agent and Subordinated Creditors, may request, in order to create, perfect and preserve the security interests granted or purported to be granted hereby or pursuant to any other Loan Document; (b) contain at any other information required reasonable time (but in no event more than four times per calendar year unless an Event of Default has occurred and is continuing), upon demand by part 5 Senior Agent, on behalf of Article 9 Agents, Senior Lenders, Subordinated Agent and Subordinated Creditors, exhibit the Collateral to allow inspection of the UCC for Collateral by Senior Agent, on behalf of Agents, Senior Lenders, Subordinated Agent and Subordinated Creditors, or Persons designated by Senior Agent and to examine and make copies of the sufficiency or filing office acceptance records of any financing statement or amendment, including (i) whether such Debtor is an organization, the type of organization and any organization identification number issued to such Debtorrelated thereto, and (ii) to discuss the Collateral and the records of Debtor with respect thereto with, and to be advised as to the same by, an executive officer of Debtor and, after the occurrence and during the continuance of an Event of Default, in the case of a financing statement filed as a fixture filingthe Accounts, a sufficient description Documents, General Intangibles, Instruments and Investment Property with any Person which is or may be obligated thereon; (c) upon request of real property Senior Agent appear in and defend any action or proceeding that may affect Debtor’s title to which or security interest of Senior Agent, on behalf of Agents, Senior Lenders, Subordinated Agent and Subordinated Creditors, in the Collateral relates. Each Debtor agrees and (d) transfer Collateral to furnish any such information to the Collateral Agent promptly upon request. Each Debtor also ratifies its authorization Senior Agent’s possession (for the benefit of Agents, Senior Lenders, Subordinated Agent and Subordinated Creditors) if such Collateral consists of chattel paper or Instruments or if a Lien on such Collateral can be perfected only by possession, or if requested by Senior Agent to in writing. It is understood and agreed that in making such request, Administrative Agent shall take into account the effect the laws, rules and regulations of Canada and foreign countries may have filed in on the granting of security, pledging of assets and entering into guaranties and that Administrative Agent shall not knowingly request any jurisdiction any like initial financing statements or amendments thereto if filed prior to of the date hereofforegoing which would cause a Material Adverse Effect on the Loan Parties and their Subsidiaries.

Other Documents and Actions. Each Debtor shall, upon the reasonable request of the Collateral Agent, shall give, execute, deliver, file and/or record any financing statement, registration, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the reasonable judgment of the Secured Party or its Representative) to create, preserve, perfect, perfect or validate the security interest and Lien granted pursuant hereto (or any security interest or mortgage contemplated or required hereunder) or to enable the Collateral Agent Secured Party or its Representative to exercise and enforce the rights of the Secured Parties Party hereunder with respect to such pledge and security interestinterest and Lien; provided , provided that (i) notices to account debtors in respect of any Accounts or Instruments shall be subject to the provisions of clause (e) below below. Notwithstanding the foregoing foregoing, each Debtor hereby irrevocably authorizes the Collateral Agent Secured Party at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements (and other similar filings or registrations under other applicable laws and regulations pertaining to the creation, attachment, or perfection of security interests) and amendments thereto that (a) indicate the Collateral (i) as all assets of such Debtor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCCUniform Commercial Code of the State of New York or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC Uniform Commercial Code of the State of New York for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Debtor is an organization, the type of organization and any organization identification number issued to such Debtor, and (ii) in the case of a financing statement filed as a fixture filingfiling or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Debtor agrees to furnish any such information to the Collateral Agent Secured Party promptly upon request. Each Debtor also ratifies its authorization for the Collateral Agent Secured Party to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.

Other Documents and Actions. Each Debtor shall, upon the reasonable request of the Collateral Agent, give, execute, deliver, file and/or record any financing statement, registration, notice, instrument, document, agreement or other papers that may be necessary to create, preserve, perfect, perfect or validate the security interest granted pursuant hereto (or any security interest or mortgage contemplated or required hereunder) or to enable the Collateral Agent or its Representative to exercise and enforce the rights of the Secured Parties hereunder with respect to such pledge and security interest, provided that (i) notices to account debtors in respect of any Accounts or Instruments shall be subject to the provisions of clause (e) below and (ii) the Debtors shall not be required to take any action to create or perfect the security interest granted hereunder outside the United States and shall not be obligated to note the security interest on the certificate of title for any Equipment (including Motor Vehicles) having a value of less than $100,000). Notwithstanding the foregoing each Debtor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any filing office in any jurisdiction any initial financing statements (and other similar filings or registrations under other applicable laws and regulations pertaining to the creation, attachment, or perfection of security interests) and amendments thereto that (a) indicate the Collateral (i) as all assets of such Debtor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Debtor is an organization, the type of organization and any organization identification number issued to such Debtor, and (ii) in the case of a financing statement filed as a fixture filing, a sufficient description of real property to which the Collateral relates. Each Debtor agrees to furnish any such information to the Collateral Agent promptly upon reasonable request. Each Debtor also ratifies its authorization for the Collateral Agent to have filed in any jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.

Other Documents and Actions. Each Debtor shallDebtors will, upon the reasonable request of the Collateral Agentfrom time to time, giveat their expense, execute, deliver, file and/or record any financing statement, registration, notice, instrument, document, agreement or other papers promptly execute and deliver all further Instruments and Documents and take all further action that may be necessary to preserve, perfector desirable, or validate that Agent, on behalf of the Benefitted Parties, may request, in order to create, perfect and protect any security interest interests granted pursuant hereto (or purported to be granted by the Financing Orders, this Agreement or any security interest or mortgage contemplated or required hereunder) other Loan Document, or to enable Agent, on behalf of the Collateral Agent or its Representative Benefitted Parties, to exercise and enforce the its rights of the Secured Parties hereunder and remedies hereunder, or under any other Loan Document with respect to any Collateral. Without limiting the generality of the foregoing, Debtors will: (a) execute (if necessary) and file such pledge financing or continuation statements, or amendments thereto, and such other Instruments, Documents or notices, as may be necessary or desirable, or as Agent, on behalf of the Benefitted Parties, may request, in order to create, perfect and preserve the security interestinterests granted or purported to be granted by the Financing Orders, provided this Agreement or any other Loan Document or to maintain Agent's priority with respect to the Collateral; (b) at any reasonable time, upon demand by Agent, on behalf of the Benefitted Parties, exhibit the Collateral to allow inspection of the Collateral by Agent, on behalf of the Benefitted Parties, or Persons designated by Agent and to examine and make copies of the records of Debtors related thereto, and to discuss the Collateral and the records of Debtors with respect thereto with, and to be advised as to the same by, an executive officer of COC and, after the occurrence and during the continuance of an Event of Default and subject to the terms of the Financing Orders, in the case of the Accounts, Documents, General Intangibles, Instruments and Investment Property with any Person which is or may be obligated thereon; (c) upon request of Agent, appear in and defend any action or proceeding that may affect any Debtor's title to or security interest of Agent, on behalf of the Benefitted Parties, in the Collateral; (d) transfer Collateral to Agent's possession (for the benefit of the Benefitted Parties) if such Collateral consists of chattel paper or Instruments or if a Lien on such Collateral can be perfected only by possession, or if requested by Agent in writing; (e) upon request of the Agent, use its best efforts to obtain control agreements with (i) notices to account debtors in respect of any Accounts or Instruments shall be subject to the provisions of clause (e) below Notwithstanding the foregoing each Debtor hereby irrevocably authorizes the Collateral Agent depositary banks at any time and from time to time to file in any filing office in any jurisdiction any initial financing statements (and other similar filings or registrations under other applicable laws and regulations pertaining to the creation, attachment, or perfection of security interests) and amendments thereto that (a) indicate the Collateral (i) as all assets of such Debtor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Debtor is an organization, the type of organization and any organization identification number issued to such Debtor, which it maintains depositary accounts and (ii) in any issuer or securities intermediary with respect to its Investment Property; (f) upon request of the case of a financing statement filed as a fixture filingAgent, a sufficient description of use its best efforts to obtain landlord waivers or leasehold mortgages from any landlord from whom it leases real property and (g) upon acquisition of any new commercial tort claim, notify the Agent within two (2) business days and provide a supplement to Schedule VII to this Agreement sufficient to grant Agent an interest in such commercial tort claim. It is understood and agreed that in making such request, Agent shall take into account the effect the laws, rules and regulations of the United States and foreign countries may have on the granting of security, pledging of assets and entering into guaranties and that Agent shall not knowingly request any of the foregoing which would cause a Material Adverse Effect on the Collateral relates. Each Debtor agrees to furnish any such information to the Collateral Agent promptly upon request. Each Debtor also ratifies its authorization for the Collateral Agent to have filed in any jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereofDebtors and their Subsidiaries.