Common use of Other Documents and Actions Clause in Contracts

Other Documents and Actions. Each Grantor shall give, execute, deliver, file and/or record any financing statement, 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 or validate the security interest granted pursuant hereto or to enable the Collateral Agent or its Representative to exercise and enforce the rights of the Collateral Agent hereunder with respect to such pledge and security interest, provided that 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 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 amendments thereto that (a) indicate the Collateral (i) as all assets of such 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 UCC 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 Grantor is an organization, the type of organization and any organization identification number issued to such Grantor, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Grantor agrees to furnish any such information to the Collateral Agent promptly upon request. Each 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 Grantor shall giveshall, upon written request by the Collateral Agent, promptly execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers that may be reasonably necessary or desirable (in the reasonable judgment of the Collateral Agent or its Representative) to create, preserve, perfect or validate the security interest granted pursuant hereto or to enable the Collateral Agent or its Representative to exercise and enforce the rights of the Collateral Agent hereunder with respect to such pledge and security interest; provided, provided that 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) belowrequired. Notwithstanding the foregoing, each 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 amendments thereto that (a) indicate the Collateral (i) as all assets (other than Excluded Assets) of such 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 UCC 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 Grantor is an organization, the type of organization and any organization identification number issued to such Grantor, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Grantor agrees to furnish any such information to the Collateral Agent promptly upon written request. Each 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 Grantor Debtor shall give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the reasonable judgment of the Collateral Agent Secured Party or its Representative) to create, preserve, perfect or validate the security interest and Lien granted pursuant hereto or to enable the Collateral Agent Secured Party or its Representative to exercise and enforce the rights of the Collateral Agent Secured Party hereunder with respect to such pledge and security interestinterest and Lien; provided, provided that 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 Grantor 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 UCC Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Grantor 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 Uniform 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 Grantor Debtor is an organization, the type of organization and any organization identification number issued to such GrantorDebtor, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Grantor Debtor agrees to furnish any such information to the Collateral Agent Secured Party promptly upon request. Each Grantor Debtor also ratifies its authorization for the Collateral Agent Secured Party to have filed in any UCC Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.

Other Documents and Actions. Each Grantor Debtor shall give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the reasonable judgment of the Collateral Agent Secured Party or its Representative) to create, preserve, perfect or validate the security interest and Lien granted pursuant hereto or to enable the Collateral Agent Secured Party or its Representative to exercise and enforce the rights of the Collateral Agent Secured Party hereunder with respect to such pledge and security interestinterest and Lien; provided , provided that 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 Grantor 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 UCC Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Grantor 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 Uniform 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 Grantor Debtor is an organization, the type of organization and any organization identification number issued to such GrantorDebtor, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Grantor Debtor agrees to furnish any such information to the Collateral Agent Secured Party promptly upon request. Each Grantor Debtor also ratifies its authorization for the Collateral Agent Secured Party to have filed in any UCC Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.

Other Documents and Actions. Each Grantor shall 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 or desirable (in the reasonable judgment of the Collateral Agent or its Representative) to create, 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 Collateral Agent 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) belowbelow 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, foregoing each Grantor Debtor 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 Grantor 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 of the State of New York or such jurisdictionUCC, 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 Grantor Debtor is an organization, the type of organization and any organization identification number issued to such GrantorDebtor, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cutfiling, a sufficient description of real property to which the Collateral relates. Each Grantor Debtor agrees to furnish any such information to the Collateral Agent promptly upon reasonable request. Each Grantor Debtor 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 Grantor Debtor shall give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the reasonable judgment of the Collateral Agent Secured Party or its Representative) to create, preserve, perfect or validate the security interest and Lien granted pursuant hereto or to enable the Collateral Agent Secured Party or its Representative to exercise and enforce the rights of the Collateral Agent Secured Party hereunder with respect to such pledge and security interestinterest and Lien; provided, provided that notices to account debtors in respect of any Accounts or Instruments shall be subject to the provisions of clause (e) below. Notwithstanding the foregoing, foregoing each Grantor 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 UCC Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Grantor 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 Uniform 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 Grantor Debtor is an organization, the type of organization and any organization identification number issued to such GrantorDebtor, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Grantor Debtor agrees to furnish any such information to the Collateral Agent Secured Party promptly upon request. Each Grantor Debtor also ratifies its authorization for the Collateral Agent Secured Party to have filed in any UCC Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.

Other Documents and Actions. Each Grantor Debtor 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 Collateral Agent or its Representative) to create, preserve, 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 Collateral Agent Secured Parties hereunder with respect to such pledge and security interest, provided that notices to account debtors in respect of any Accounts or Instruments shall be subject to the provisions of clause (ed) below. Notwithstanding the foregoing, foregoing each Grantor Debtor 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 (ai) indicate the Collateral (iA) as all assets of such Grantor 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 of the State of New York or such jurisdictionUCC, or (iiB) as being of an equal or lesser scope or with greater detail, and (bii) 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 (iA) whether such Grantor Debtor is an organization, the type of organization and any organization identification number issued to such GrantorDebtor, and (iiB) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cutfiling, a sufficient description of real property to which the Collateral relates. Each Grantor Debtor agrees to furnish any such information to the Collateral Agent promptly upon request. Each Grantor Debtor 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 Grantor shall giveDebtor will, executefrom time to time, deliverat its expense, file and/or record any financing statement, 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 or desirable (desirable, or that Senior Agent, on behalf of Agents, Senior Lenders, Subordinated Agent and Subordinated Creditors, may request, in the reasonable judgment of the Collateral Agent or its Representative) order to create, preserve, perfect and protect any security interests granted or validate the security interest purported to be granted hereby or pursuant hereto 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 its rights and remedies hereunder, or under any other Loan Document with respect to any Collateral. Without limiting the rights generality of the foregoing, Debtor will: (a) execute and file such financing or continuation statements, or financing change statements or amendments 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) at any 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 Senior Agent, on behalf of Agents, Senior Lenders, Subordinated Agent and Subordinated Creditors, exhibit the Collateral to allow inspection of the Collateral by Senior Agent, on behalf of Agents, Senior Lenders, Subordinated Agent hereunder and Subordinated Creditors, or Persons designated by Senior Agent and to examine and make copies of the records of Debtor related thereto, and to discuss the Collateral and the records of Debtor with respect thereto with, and to such pledge and security interest, provided that notices to account debtors in respect of any Accounts or Instruments shall be subject advised as to the provisions same by, an executive officer of clause (e) below. Notwithstanding Debtor and, after the foregoing, each Grantor hereby irrevocably authorizes occurrence and during 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 amendments thereto that (a) indicate the Collateral (i) as all assets of such 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 UCC of the State of New York or such jurisdiction, or (ii) as being continuance of an equal or lesser scope or with greater detailEvent of Default, 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 Grantor is an organization, the type of organization and any organization identification number issued to such Grantor, and (ii) in the case of a financing statement filed as a fixture filing the Accounts, Documents, General Intangibles, Instruments and Investment Property with any Person which is or indicating Collateral as as-extracted collateral may be obligated thereon; (c) upon request of Senior Agent appear in and defend any action or timber proceeding that may affect Debtor’s title to be cutor security interest of Senior Agent, a sufficient description on behalf of real property to which Agents, Senior Lenders, Subordinated Agent and Subordinated Creditors, in the Collateral relates. Each Grantor agrees and (d) transfer Collateral to furnish any such information to the Collateral Agent promptly upon request. Each Grantor 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 UCC 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 Grantor Subject to the rights of holders of Permitted Liens, each Debtor 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 Collateral Agent Secured Party or its Representative) to create, preserve, 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 Collateral Agent Secured Party hereunder with respect to such pledge and security interest, provided that notices to account debtors in respect of any Accounts or Instruments shall be subject to the provisions of clause (e) 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, foregoing each Grantor 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 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 Grantor 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 of the State of New York or such jurisdictionUCC, 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 Grantor Debtor is an organization, the type of organization and any organization identification number issued to such GrantorDebtor, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cutfiling, a sufficient description of real property to which the Collateral relates. Each Grantor Debtor agrees to furnish any such information to the Collateral Agent Secured Party promptly upon request. Each Grantor Debtor also ratifies its authorization for the Collateral Agent Secured Party 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 Grantor shall give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers that may be reasonably necessary or desirable (in the reasonable judgment of the Collateral Agent or its Representative) to create, preserve, perfect or validate the security interest granted pursuant hereto or to enable the Collateral Agent or its Representative to exercise and enforce the rights of the Collateral Agent hereunder with respect to such pledge and security interest, provided that 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 Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any filing office in any UCC Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets (other than Excluded Assets) of such 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 UCC Uniform 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 Grantor is an organization, the type of organization and any organization identification number issued to such Grantor, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Grantor agrees to furnish any such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to have filed in any UCC Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.

Other Documents and Actions. Each Grantor Debtor shall give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the reasonable judgment of the Collateral Agent Secured Party or its Representative) to create, preserve, perfect or validate the security interest granted pursuant hereto or to enable the Collateral Agent Secured Party or its Representative to exercise and enforce the rights of the Collateral Agent Secured Party hereunder with respect to such pledge and security interest, provided that notices to account debtors in respect of any Accounts or Instruments shall be subject to the provisions of clause (e) below. Notwithstanding the foregoing, foregoing each Grantor 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 UCC jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Grantor 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 Uniform 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 or any other State for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Grantor Debtor is an organization, the type of organization and any organization identification number issued to such GrantorDebtor, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as asAs-extracted collateral Collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Grantor Debtor agrees to furnish any such information to the Collateral Agent Secured Party promptly upon request. Each Grantor Debtor also ratifies its authorization for the Collateral Agent Secured Party 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 Grantor shall give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the reasonable judgment of the Collateral Administrative Agent or its Representative) to create, preserve, perfect or validate the security interest granted pursuant hereto or to enable the Collateral Agent or its Representative to exercise and enforce the rights of the Collateral Agent hereunder with respect to such pledge and security interest, ; provided that notices to account debtors in respect of any Accounts or Instruments shall be subject to the provisions of clause (ed) below. Notwithstanding the foregoing, each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any filing office in any UCC Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such 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 UCC Uniform 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 Grantor is an organization, the type of organization and any organization identification number issued to such Grantor, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Grantor agrees to furnish any such information to the Collateral Agent promptly upon request. Each 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 Grantor shall giveDebtor will, executefrom time to time, deliverat its expense, file and/or record any financing statement, 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 or desirable (in the reasonable judgment of the desirable, or that Collateral Agent or its Representative) may request, in order to create, preserve, perfect and protect any security interests granted or validate the security interest purported to be granted hereby or pursuant hereto to any other Loan Document or to enable the Collateral Agent or its Representative to exercise and enforce the its rights of the Collateral Agent hereunder and remedies hereunder, or under any other Loan Document with respect to such pledge and security interest, provided that notices to account debtors in respect the Collateral. Without limiting the generality of any Accounts or Instruments shall be subject to the provisions of clause (e) below. Notwithstanding the foregoing, each 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 amendments thereto that Debtor will: (a) indicate the Collateral (i) as all assets of execute and file such Grantor 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 UCC of the State of New York or such jurisdictioncontinuation statements, or (ii) as being of an equal or lesser scope or with greater detailamendments 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) contain at any other information required reasonable time, upon demand by part 5 Collateral Agent after and during the continuance of Article 9 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 UCC records of the State of New York for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Grantor is an organization, the type of organization and any organization identification number issued to such GrantorDebtor related thereto, and (ii) 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 best efforts to obtain a financing statement filed 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 fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description written agreement from the landlord of real property to which such premises in favor of the Collateral relates. Each Grantor agrees to furnish any such information Agent, in form and substance reasonably satisfactory to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for Agent, pursuant to which such landlord will acknowledge Collateral Agent's security interest in the Collateral, waive any security interest, lien or other claim by such landlord to the Collateral and agree to permit Collateral Agent to have filed in any UCC 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 The Grantor 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 Collateral Agent or its Representative) to create, preserve, 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(j) of this Agreement) or to enable the Collateral Agent Secured Party or its Representative to exercise and enforce the rights of the Collateral Agent Secured Party hereunder with respect to such pledge and security interest, ; provided that 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 foregoing the Grantor hereby irrevocably authorizes authorizes, but does not obligate, the Collateral Agent Secured Party 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 any 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 the 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 UCC 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 the Grantor is an organization, the type of organization and any organization identification number issued to such Grantor, the Grantor and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cutfiling, a sufficient description of real property to which the Collateral relates. Each The Grantor agrees to furnish any such information to the Collateral Agent Secured Party promptly upon request. Each Grantor also ratifies its authorization Notwithstanding anything to the contrary contained herein or in any other Notes Document or Security Document, the Secured Party shall not have any responsibility for the Collateral Agent to have filed preparing, recording, filing, rerecording, or refiling of any financing statements (amendments or continuations) or other instruments in any UCC jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereofpublic office.