Common use of Supplemental Documentation Clause in Contracts

Supplemental Documentation. Borrower shall execute and deliver to Agent, at any time and from time to time, all agreements, instruments, documents and other written matter (the “Supplemental Documentation”) that Agent may request, in form and substance acceptable to Agent, to perfect and maintain perfected Agent’s first position priority security interest and Lien in the Collateral (subject only to Permitted Liens) and to consummate the transactions contemplated by this Loan Agreement and the Other Agreements, including, without limitation, all documents required to perfect Agent’s security interest in Goods covered by a Certificate of Title, subject only to Permitted Liens. Schedule 4.2(A) attached hereto lists all goods covered by a Certificate of Title as of the date hereof. Borrower shall provide notice to Agent promptly upon Borrower’s acquisition or manufacture of any additional goods covered by a certificate of title. Borrower, irrevocably, hereby makes, constitutes and appoints Agent, and all Persons designated by Agent for that purpose, as Borrower’s true and lawful attorney and agent-in-fact, to sign the name of Borrower on the Supplemental Documentation and to deliver such Supplemental Documentation to such Persons as Agent may reasonably elect. Borrower hereby irrevocably authorizes Agent at any time, and from time to time, to file in any jurisdiction any initial financing statements and amendments thereto without the signature of Borrower that (a) indicate the Collateral (1) is comprised of all assets of Borrower or words of similar effect, regardless of whether any particular asset comprising a part of the Collateral falls within the scope of Article 9 of the UCC of the jurisdiction wherein such financing statement or amendment is filed, or (2) as being of an equal or lesser scope or within greater detail as the grant of the security interest set forth herein, and (b) contain any other information required by Section 5 of Article 9 of the UCC of the jurisdiction wherein such financing statement or amendment is filed regarding the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether Borrower is an organization, the type of organization and any organizational identification number issued to Borrower, 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 the real property to which the Collateral relates. Borrower further ratifies and affirms its authorization for any financing statements and/or amendments thereto, executed and/or filed by Agent in any jurisdiction prior to the date of this Loan Agreement. Schedule 4.2(B) attached hereto sets forth Borrower’s exact legal name, state of organization and organizational identification number. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.

Supplemental Documentation. Borrower shall execute and deliver to AgentLender, at any time and from time to time, all agreements, instruments, documents and other written matter (the “Supplemental Documentation”) that Agent Lender may request, in form and substance acceptable to AgentLender, to perfect and maintain perfected AgentLender’s first position priority security interest and Lien lien in the Collateral (subject only to any Permitted Liens) and to consummate the transactions contemplated by this Loan Agreement and the Other Agreements, including, without limitation, all documents required to perfect Agent’s security interest in Goods covered by a Certificate of Title, subject only to Permitted Liens. Schedule 4.2(A) attached hereto lists all goods covered by a Certificate of Title as of the date hereof. Borrower shall provide notice to Agent promptly upon Borrower’s acquisition or manufacture of any additional goods covered by a certificate of title. Borrower, irrevocably, hereby makes, constitutes and appoints AgentLender, and all Persons designated by Agent Lender for that purpose, as Borrower’s true and lawful attorney and agent-in-fact, to sign the name of Borrower on the Supplemental Documentation and to deliver such Supplemental Documentation to such Persons as Agent Lender may reasonably elect. Borrower hereby irrevocably authorizes Agent Lender at any time, and from time to time, to file in any jurisdiction any initial financing statements and amendments thereto without the signature of Borrower that (a) indicate the Collateral (1) is comprised of all assets of the Borrower or words of similar effect, regardless of whether any particular asset comprising a part of the Collateral falls within the scope of Article 9 of the UCC Uniform Commercial Code of the jurisdiction wherein such financing statement or amendment is filed, or (2) as being of an equal or lesser scope or within greater detail as the grant of the security interest set forth herein, and (b) contain any other information required by Section 5 of Article 9 of the UCC Uniform Commercial Code of the jurisdiction wherein such financing statement or amendment is filed regarding the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether Borrower is an organization, the type of organization and any organizational identification number issued to Borrower, 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 the real property to which the Collateral relates. Borrower further ratifies and affirms its authorization for any financing statements and/or amendments thereto, executed and/or filed by Agent Lender in any jurisdiction prior to the date of this Loan Agreement. Schedule 4.2(B) 4.2 attached hereto sets forth Borrower’s exact legal name, state of organization and organizational identification number. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.

Supplemental Documentation. Borrower shall execute and deliver to AgentLender, at any time and from time to time, all agreements, instruments, documents and other written matter (the “Supplemental Documentation”) that Agent Lender may request, in form and substance acceptable to AgentLender, to perfect and maintain perfected AgentLender’s first position priority security interest and Lien in the Collateral (subject only to Permitted Liens) Collateral, and to consummate the transactions contemplated by this Loan Agreement and the Other Agreements, including, without limitation, all documents required to perfect Agent’s security interest in Goods covered by a Certificate of Title, subject only to Permitted Liens. Schedule 4.2(A) attached hereto lists all goods covered by a Certificate of Title as of the date hereof. Borrower shall provide notice to Agent promptly upon Borrower’s acquisition or manufacture of any additional goods covered by a certificate of title. Borrower, irrevocably, hereby makes, constitutes and appoints AgentLender, and all Persons designated by Agent Lender for that purpose, as Borrower’s true and lawful attorney and agent-in-fact, to sign the name of Borrower on the Supplemental Documentation and to deliver such Supplemental Documentation to such Persons as Agent Lender may reasonably elect. Borrower hereby irrevocably authorizes Agent Lender at any time, and from time to time, to file in any jurisdiction any initial financing statements and amendments thereto without the signature of Borrower that (a) indicate the Collateral (1) is comprised of all assets of the Borrower or words of similar effect, regardless of whether any particular asset comprising a part of the Collateral falls within the scope of Article 9 of the UCC of the jurisdiction wherein such financing statement or amendment is filed, or (2) as being of an equal or lesser scope or within greater detail as the grant of the security interest set forth herein, and (b) contain any other information required by Section 5 of Article 9 of the UCC of the jurisdiction wherein such financing statement or amendment is filed regarding the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether Borrower is an organization, the type of organization and any organizational identification number issued to Borrower, 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 the real property to which the Collateral relates. Borrower further ratifies and affirms its authorization for any financing statements and/or amendments thereto, executed and/or filed by Agent Lender in any jurisdiction prior to the date of this Loan Agreement. Schedule 4.2(B) 4.2 attached hereto below sets forth Borrower’s exact legal name, state of organization and organizational identification number. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.