Common use of Authorization to File Financing Statements; Ratification Clause in Contracts

Authorization to File Financing Statements; Ratification. The Pledgor hereby authorizes the Collateral Agent (or its designee) to file financing statements and other documents describing the Collateral in order to perfect the security interests created hereby. The Pledgor hereby agrees to deliver or file such financing statements, and to take such other actions necessary, as may from time to time be reasonably requested by the Collateral Agent in order to maintain a perfected security interest in and, if applicable, Control of, the Collateral owned by the Pledgor (subject to Liens permitted under Section 5.6). Any financing statement filed by the Collateral Agent or its designee may be filed in any filing office in any relevant UCC jurisdiction and may (i) describe the Pledgor’s Collateral in order to perfect the security interest created hereunder by any description which reasonably approximates the description contained in this Agreement, and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office’s acceptance of any financing statement or amendment, including whether the Pledgor is an organization and the type of organization of the Pledgor. The Pledgor also agrees to furnish any such information to the Collateral Agent promptly upon reasonable request. Notwithstanding the foregoing, the Pledgor agrees to prepare, record and file, at its own expense, financing statements (including continuation statements), amendments and supplements and such other instruments with respect to the Collateral now existing or hereafter created meeting the requirements of applicable state Law in such manner and in such jurisdictions as are necessary to perfect and maintain the security interests granted hereunder, and to deliver a file stamped copy of each such financing statement or other evidence of filing to the Collateral Agent, and the Collateral Agent has no obligation to file UCC financing statements, continuation statements or amendments or any similar filings.

Authorization to File Financing Statements; Ratification. The Pledgor Each Grantor hereby (i) authorizes the Collateral Agent (or its designee) to file (A) all financing statements (including fixture filings) and other documents describing amendments thereto with respect to the Collateral naming such Grantor as debtor and the Collateral Agent as secured party, in order form appropriate for filing under the UCC of the relevant jurisdiction and (B) filings with the United States Patent and Trademark Office and the United States Copyright Office (including any Intellectual Property Security Agreement) for the purpose of perfecting, enforcing, maintaining or protecting the Lien of the Collateral Agent in United States issued, registered and applied for Patents, Trademarks and Copyrights (in each case, to perfect the security interests created hereby. The Pledgor hereby extent constituting Collateral) and naming such Grantor as debtor and the Collateral Agent as secured party and (ii) subject to the terms of the Transaction Documents, agrees to deliver or file such financing statements, and to take such other actions necessaryactions, in each case as may from time to time be necessary and reasonably requested by the Collateral Agent (and authorizes the Collateral Agent to take any such other actions, which it has no obligation to take) in order to establish and maintain a first priority, valid, enforceable (subject to the Legal Reservations) and perfected security interest in andand subject, if applicablein the case of Pledged Collateral, to Section 4.02 hereof, Control of, the Collateral. Each Grantor shall pay any applicable filing fees, recordation fees and related expenses relating to its Collateral owned by in accordance with Section 5(a) of the Pledgor (subject to Liens permitted under Section 5.6)Note Purchase Agreement. Any financing statement filed by the Collateral Agent or its designee may be filed in any filing office in any relevant UCC jurisdiction and may (i) describe indicate the Pledgor’s Collateral (A) as “all assets” of the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in order to perfect the security interest created hereunder Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (B) by any other description which reasonably approximates the description contained in this Agreement, Security Agreement and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office’s office acceptance of any financing statement or amendment, including (A) in each case to the extent applicable, whether the Pledgor Grantor is an organization and organization, the type of organization and any organization identification number issued to the Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the Pledgorrelevant real property to which the Collateral relates. The Pledgor also Each Grantor agrees to furnish any such information to the Collateral Agent promptly upon reasonable request. Notwithstanding the foregoing, the Pledgor agrees to prepare, record and file, at its own expense, financing statements (including continuation statements), amendments and supplements and such other instruments with respect to the Collateral now existing or hereafter created meeting the requirements of applicable state Law in such manner and in such jurisdictions as are necessary to perfect and maintain the security interests granted hereunder, and to deliver a file stamped copy of each such financing statement or other evidence of filing to the Collateral Agent, and the Collateral Agent has no obligation to file UCC financing statements, continuation statements or amendments or any similar filings.

Authorization to File Financing Statements; Ratification. The Pledgor Grantor hereby authorizes the Collateral Agent (or its designee) to file file, and if requested will deliver to the Collateral Agent, all financing statements and other documents describing the Collateral in order to perfect the security interests created hereby. The Pledgor hereby agrees to deliver or file such financing statements, and to take such other actions necessary, as may from time to time be reasonably requested by the Collateral Agent in order to maintain a first priority (subject to Permitted Encumbrances) perfected security interest in and, if applicable, Control of, the Collateral owned by the Pledgor (subject to Liens permitted under Section 5.6)Collateral. Any financing statement filed by the Collateral Agent or its designee may be filed in any filing office in any relevant UCC jurisdiction and may (i) describe indicate the Pledgor’s Collateral (1) as all assets of the Grantor or words of similar effect, regardless of whether any particular asset comprised in order to perfect the security interest created hereunder Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (2) by any other description which reasonably approximates the description contained in this Security Agreement, and (ii) contain any other information required by part Part 5 of Article 9 of the UCC for the sufficiency or filing office’s office acceptance of any financing statement or amendment, including (A) whether the Pledgor Grantor is an organization and organization, the type of organization and any organization identification number issued to the Grantor (if any), and (B) 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 PledgorCollateral relates. The Pledgor Grantor also agrees to furnish any such information to the Collateral Agent promptly upon reasonable request. Notwithstanding the foregoing, the Pledgor agrees to prepare, record and file, at The Grantor also ratifies its own expense, financing statements (including continuation statements), amendments and supplements and such other instruments with respect to the Collateral now existing or hereafter created meeting the requirements of applicable state Law in such manner and in such jurisdictions as are necessary to perfect and maintain the security interests granted hereunder, and to deliver a file stamped copy of each such financing statement or other evidence of filing to the Collateral Agent, and authorization for the Collateral Agent has no obligation to file have filed in any UCC jurisdiction any initial financing statements, continuation statements or amendments or any similar filingsthereto if filed prior to the date hereof.

Authorization to File Financing Statements; Ratification. The Pledgor hereby authorizes the Collateral Agent (or its designee) to file financing statements and other documents describing the Collateral in order to perfect the security interests created hereby. The Pledgor hereby agrees to deliver or file such financing statements, and to take such other actions necessary, as may from time to time be reasonably requested by the Collateral Agent in order to maintain a perfected security interest in and, if applicable, Control of, the Collateral owned by the Pledgor (subject to Liens permitted under Section 5.66.4). Any financing statement filed by the Collateral Agent or its designee may be filed in any filing office in any relevant UCC jurisdiction and may may (i) describe the Pledgor’s Collateral in order to perfect the security interest created hereunder by any description which reasonably approximates the description contained in this Agreement, and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office’s acceptance of any financing statement or amendment, including whether the Pledgor is an organization and the type of organization of the Pledgor. The Pledgor also agrees to furnish any such information to the Collateral Agent promptly upon reasonable request. Notwithstanding the foregoing, the Pledgor agrees to prepare, record and file, at its own expense, financing statements (including continuation statements), amendments and supplements and such other instruments with respect to the Collateral now existing or hereafter created meeting the requirements of applicable state Law in such manner and in such jurisdictions as are necessary to create, perfect and and/or maintain the validity, perfection or priority of and protect any security interests granted hereunderor purported to be granted hereunder or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of any Collateral, and to deliver a file stamped copy of each such financing statement or other evidence of filing to the Collateral Agent, and the Collateral Agent has no obligation to file UCC financing statements, continuation statements or amendments or any similar filings.

Authorization to File Financing Statements; Ratification. The Pledgor Borrower hereby authorizes the Collateral Agent to file, and if requested will deliver to the Collateral Agent (or its designee) to file representatives), all financing statements and other documents describing the Collateral in order to perfect the security interests created hereby. The Pledgor hereby agrees to deliver or file such financing statements, and to take such other actions necessary, as may from time to time be reasonably requested by the Collateral Agent in order to maintain a perfected security interest an Appropriate Priority Lien in and, if applicable, Control of, the Collateral owned by the Pledgor (subject to Liens permitted under Section 5.6)Borrower. Any financing statement filed by the Collateral Agent or its designee may be filed in any filing office in any relevant UCC jurisdiction and may (i) describe the Pledgorindicate Borrower’s Collateral (A) as all assets of Borrower or words of similar effect, regardless of whether any particular asset comprised in order to perfect the security interest created hereunder Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (B) by any other description which reasonably approximates the description contained in this Security Agreement, and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office’s office acceptance of any financing statement or amendment, including (A) whether the Pledgor Borrower is an organization and organization, the type of organization and any organization identification number issued to Borrower, and (B) in the case of a financing statement filed as a fixture filing or indicating Borrower’s Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the PledgorCollateral relates. The Pledgor Borrower also agrees to furnish any such information to the Collateral Agent promptly upon reasonable request. Notwithstanding the foregoing, the Pledgor agrees to prepare, record and file, at Borrower also ratifies its own expense, financing statements (including continuation statements), amendments and supplements and such other instruments with respect to the Collateral now existing or hereafter created meeting the requirements of applicable state Law in such manner and in such jurisdictions as are necessary to perfect and maintain the security interests granted hereunder, and to deliver a file stamped copy of each such financing statement or other evidence of filing to the Collateral Agent, and authorization for the Collateral Agent has no obligation to file have filed in any UCC jurisdiction any initial financing statements, continuation statements or amendments or any similar filingsthereto if filed prior to the date hereof.

Authorization to File Financing Statements; Ratification. The Pledgor Each Grantor hereby authorizes the Collateral Agent (or its designee) Trustee to file financing statements (but without obligation to do so), and, if requested, agrees to prepare and other documents describing deliver to the Collateral in order to perfect the security interests created hereby. The Pledgor hereby agrees to deliver or file such Trustee, all financing statements, in form appropriate for filing under the UCC of the relevant jurisdiction, and to execute and deliver other documents (including IP Filings) and take such other actions necessary, as may from time to time be necessary and reasonably requested by the Collateral Agent Trustee in order to establish and maintain a valid, enforceable (subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and to general principles of equity and principles of good faith and dealing) and perfected security interest in and, if applicablewith respect to Pledged Collateral to the extent required under ‎Section 4.03, Control of, the Collateral owned by Collateral; provided, that the Pledgor primary responsibility for filing any initial financing statements under the UCC and the filing or recording of any other documents (including IP Filings) and to take such other actions as may from time to time be necessary in order to establish and maintain a valid and enforceable security interest hereunder rests solely on the applicable Grantor (subject to Liens permitted under such Grantor obtaining necessary authorizations from the Collateral Trustee with respect to any such filing and/or recordation) and the Collateral Trustee shall have no obligation to prepare, file or record any financing statement or continuation statement or ensure the preparation, filing or recording of the same. Notwithstanding anything to the contrary set forth in this Security Agreement, the Collateral Trustee hereby agrees to authorize the applicable Grantor to (a) file any financing statements (including continuation statements) that are prepared by the applicable Grantor and which require the Collateral Trustee’s authorization pursuant to Section 5.69-509 of the UCC or any other applicable law or (b) file or record any other documents or instruments and take such other actions as may from time to time be necessary in order to establish and maintain a second priority Lien, and to provide such authorization in each case within five (5) Business Days’ after having received a written notice of any Grantor’s intent to file any financing statements (including continuation statements and amendments) and receipt of draft financing statements therewith (but without obligation or duty on the Collateral Trustee to investigate or confirm as to the accuracy and completeness of any such financing statements, other documents, instruments or the filing jurisdictions). Each Grantor shall pay any applicable filing fees, recordation taxes and related expenses to the extent incurred by the Collateral Trustee relating to the Collateral in accordance with Section 7.06 of the Indenture. Any financing statement filed by in connection with the security interests granted to the Collateral Agent or its designee Trustee hereunder with respect to the Collateral may be filed in any filing office in any relevant applicable UCC jurisdiction and may (i) describe be filed without the Pledgor’s signature of such Grantor where permitted by law, (ii) indicate the Collateral (A) as all assets of the applicable Grantor, whether now owned or hereafter acquired, or words of similar effect, regardless of whether any particular asset comprised in order to perfect the security interest created hereunder Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (B) by any other description which reasonably approximates the description of the Collateral contained in this Security Agreement, and (iiiii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office’s office acceptance of any financing statement or amendment, including (A) whether the Pledgor Grantor is an organization and the type of organization of such Grantor and (B) in the Pledgorcase of a financing statement filed as a fixture filing, a sufficient description of real property to which the Collateral relates. The Pledgor Each Grantor also agrees to furnish any such information to the Collateral Agent Trustee promptly upon reasonable request. Notwithstanding the foregoing, the Pledgor agrees to prepare, record and file, at its own expense, financing statements (including continuation statements), amendments and supplements and such other instruments with respect to the Collateral now existing or hereafter created meeting the requirements of applicable state Law in such manner and in such jurisdictions as are necessary to perfect and maintain the security interests granted hereunder, and to deliver a file stamped copy of each such financing statement or other evidence of filing to the Collateral Agent, and the Collateral Agent has no obligation to file UCC financing statements, continuation statements or amendments or any similar filings.