Common use of Collateral Covenants Clause in Contracts

Collateral Covenants. PAG covenants to GECC with respect to the Collateral that: (i) At any time and from time to time, upon the written request of GECC, and at the sole expense of PAG, PAG will promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as GECC may reasonably deem desirable to obtain the full benefits of this Agreement and of the rights and powers herein granted with respect to PAG, including the execution and filing of any financing or continuation statements under the UCC in effect in any jurisdiction with respect to the first priority, perfected security interest granted hereby and, if otherwise required hereunder, transferring Collateral to the possession of Agent (if a first priority, perfected security interest in such Collateral can be perfected by possession) or causing Holdings to agree (in writing) that it will only comply with instructions originated by Agent without further consent by PAG upon the occurrence and continuance of an Event of Default with respect to PAG. PAG also hereby authorizes GECC to file any such financing or continuation statement without the signature of PAG to the maximum extent not prohibited by applicable Law. (ii) PAG will defend the right, title and interest hereunder of GECC, as holder of a first priority, perfected security interest in the Collateral in which PAG has granted a first priority, perfected security interest to GECC hereunder, against the Claims of all Persons whomsoever. (iii) PAG will not change its name in any manner which might make any financing or continuation statement filed hereunder seriously misleading within the meaning of Section 9-507 of the UCC of the State of New York (or any other then-applicable provision of the UCC of the State of New York), unless PAG shall have given GECC at least thirty (30) days prior written notice thereof and shall have taken all action (or made arrangements to take such action substantially simultaneously with such change if it is impossible to take such action in advance) necessary or reasonably requested by GECC to amend such financing statement or continuation statement so that it is not seriously misleading. PAG will not sign or authorize the signing on PAG’s behalf of any financing statement naming PAG as debtor covering all or any portion of PAG’s Collateral, except financing statements naming GECC as secured party. (iv) PAG will not directly or indirectly Transfer or create or suffer or permit to be created any Lien on any of the Collateral, other than Permitted Collateral Encumbrances or as otherwise permitted by this Agreement, provided that nothing in this Section 4(c)(iv) will prevent the payment of Holdings Member Interest Distributions, and the application such funds by PAG, at any time an Event of Default shall not then exist. (v) PAG will perform all of its obligations (if any) under the Collateral Document prior to the time that any interest or penalty would attach against PAG or any of the Collateral as a result of PAG’s failure to perform any of such obligations. (vi) PAG will not (x) suffer or permit any amendment, restatement, supplement or other modification or waiver of its Organizational Documents unless and to the extent (1) required by Law to do so, or (2) such amendment, restatement, supplement or other modification or waiver (A) would not cause any contravention of, or conflict with, any material term or condition of this Agreement, any other Transaction Document, or any Material Agreement, or (B) would not otherwise reasonably be expected to have a Material Adverse Effect; or (y) waive, release or compromise any Claims PAG may have against any other Person which arise under any Collateral Document. (vii) So long as an Event of Default shall not then exist, PAG shall be entitled (1) to exercise for any purpose any and all powers, and (2) to receive any and all Holdings Member Interest Distributions (if any) arising from or relating to the Collateral; provided, however, that PAG shall not exercise such rights or powers, or approve or consent to any action that would be in contravention of the provisions of, or constitute a breach or Default under, this Agreement or any of the Transaction Documents. (viii) If there is an Event of Default with respect to PAG, any Event of Default attributable to a failure to pay any Indemnified Amounts shall be deemed waived upon the receipt by GECC of amounts sufficient to satisfy all such Indemnified Amounts then due and payable by PAG.

Collateral Covenants. PAG covenants to GECC with respect to the Collateral that: (i) At any time and from time to time, upon the written request of GECC, and at the sole expense of PAG, PAG will promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as GECC may reasonably deem desirable to obtain the full benefits of this Agreement and of the rights and powers herein granted with respect to PAG, including the execution and filing of any financing or continuation statements under the UCC in effect in any jurisdiction with respect to the first priority, perfected security interest granted hereby and by the Original Agreement and, if otherwise required hereunder, transferring Collateral to the possession of Agent (if a first priority, perfected security interest in such Collateral can be perfected by possession) or causing Holdings to agree (in writing) that it will only comply with instructions originated by Agent without further consent by PAG upon the occurrence and continuance of an Event of Default with respect to PAG. PAG also hereby authorizes GECC to file any such financing or continuation statement without the signature of PAG to the maximum extent not prohibited by applicable Law. (ii) PAG will defend the right, title and interest hereunder of GECC, as holder of a first priority, perfected security interest in the Collateral in which PAG has granted a first priority, perfected security interest to GECC hereunderhereunder or under the Original Agreement, against the Claims of all Persons whomsoever. (iii) PAG will not change its name in any manner which might make any financing or continuation statement filed hereunder seriously misleading within the meaning of Section 9-507 of the UCC of the State of New York (or any other then-applicable provision of the UCC of the State of New York), unless PAG shall have given GECC at least thirty (30) days prior written notice thereof and shall have taken all action (or made arrangements to take such action substantially simultaneously with such change if it is impossible to take such action in advance) necessary or reasonably requested by GECC to amend such financing statement or continuation statement so that it is not seriously misleading. PAG will not sign or authorize the signing on PAG’s behalf of any financing statement naming PAG as debtor covering all or any portion of PAG’s Collateral, except financing statements naming GECC as secured party. (iv) PAG will not directly or indirectly Transfer or create or suffer or permit to be created any Lien on any of the Collateral, other than Permitted Collateral Encumbrances or as otherwise permitted by this Agreement, provided that nothing in this Section 4(c)(iv) will prevent the payment of Holdings Member Interest Distributions, and the application such funds by PAG, at any time an Event of Default shall not then exist. (v) PAG will perform all of its obligations (if any) under the Collateral Document prior to the time that any interest or penalty would attach against PAG or any of the Collateral as a result of PAG’s failure to perform any of such obligations. (vi) PAG will not (x) suffer or permit any amendment, restatement, supplement or other modification or waiver of its Organizational Documents unless and to the extent (1) required by Law to do so, or (2) such amendment, restatement, supplement or other modification or waiver (A) would not cause any contravention of, or conflict with, any material term or condition of this Agreement, any other Transaction Document, or any Material Agreement, or (B) would not otherwise reasonably be expected to have a Material Adverse Effect; or (y) waive, release or compromise any Claims PAG may have against any other Person which arise under any Collateral Document. (vii) So long as an Event of Default shall not then exist, PAG shall be entitled (1) to exercise for any purpose any and all powers, and (2) to receive any and all Holdings Member Interest Distributions (if any) arising from or relating to the Collateral; provided, however, that PAG shall not exercise such rights or powers, or approve or consent to any action that would be in contravention of the provisions of, or constitute a breach or Default under, this Agreement or any of the Transaction Documents. (viii) If there is an Event of Default with respect to PAG, any Event of Default attributable to a failure to pay any Indemnified Amounts shall be deemed waived upon the receipt by GECC of amounts sufficient to satisfy all such Indemnified Amounts then due and payable by PAG.

Collateral Covenants. PAG covenants to GECC with respect to (a) Borrower will keep the Collateral that: (i) At any time free and from time to time, upon the written request of GECC, and at the sole expense of PAG, PAG will promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as GECC may reasonably deem desirable to obtain the full benefits of this Agreement and of the rights and powers herein granted with respect to PAG, including the execution and filing clear of any financing Lien, except for the security interest created by each Guaranty or continuation statements under another Loan Document or Permitted Liens. Except for the UCC in effect in any jurisdiction with respect to the first priority, perfected security interest granted hereby and, if otherwise required hereunder, transferring Collateral pursuant to the possession Guaranty provided by SPE, Borrower will keep the Patents free and clear of Agent all security interests or other encumbrances of any kind other than Permitted Liens. (if a first priority, perfected security interest in such b) A material portion of the Collateral can shall be perfected by possession) kept at the principal place of Borrower set forth above or causing Holdings to agree (in writing) that it will only comply with instructions originated by Agent without further consent by PAG upon at the location set forth on Schedule 6.20 attached hereto. After the occurrence and continuance of an Event of Default with respect to PAG. PAG also hereby authorizes GECC to file any Default, a material portion of the Collateral will not be removed from such financing or continuation statement locations without the signature prior written consent of PAG to the maximum extent not prohibited by applicable LawLender. (iic) PAG Borrower will defend the right, title and interest hereunder of GECC, as holder of a first priority, perfected security interest in keep the Collateral in which PAG has granted a first prioritygood condition and repair, perfected security interest to GECC hereunderreasonable wear and tear excepted, against the Claims and will immediately notify Lender of all Persons whomsoever. (iii) PAG will not change its name in any manner which might make any financing or continuation statement filed hereunder seriously misleading within the meaning material destruction of Section 9-507 of the UCC of the State of New York (or any other then-applicable provision of the UCC of the State of New York), unless PAG shall have given GECC at least thirty (30) days prior written notice thereof and shall have taken all action (or made arrangements material damage to take such action substantially simultaneously with such change if it is impossible to take such action in advance) necessary or reasonably requested by GECC to amend such financing statement or continuation statement so that it is not seriously misleading. PAG will not sign or authorize the signing on PAG’s behalf of any financing statement naming PAG as debtor covering all or any portion of PAG’s Collateral, except financing statements naming GECC as secured party. (iv) PAG will not directly or indirectly Transfer or create or suffer or permit to be created any Lien on any of the Collateral, other than Permitted . (d) Borrower will not sell any of the Collateral Encumbrances except Inventory to buyers in the ordinary course of business or as may be otherwise permitted by in this Agreement. (e) Borrower will advise Lender in writing of any changes in Borrower’s state of organization, provided that nothing places of business or the opening of any new place of business ten (10) days prior to the occurrence thereof, or, if Borrower shall have failed to deliver such writing timely, in any event not later than the date of such change. (f) Borrower will, in all material respects, pay when due all taxes, license fees and assessments relating to the Collateral. (g) Borrower will be liable to Lender for (and shall pay within fifteen (15) days of delivery by Lender of any demand or invoice for) any expenditures by Lender in connection with the preparation, execution, delivery, administration and enforcement of this Section 4(c)(ivAgreement and for the maintenance and preservation of the Collateral, including, but not limited to, taxes, recording fees, appraisal fees, certificate of title charges, recording and filing fees (including UCC financing statement fees, taxes (including documentary stamps) will prevent and search fees), the payment reasonable fees and disbursements of Holdings Member Interest DistributionsLender’s outside counsel, levies, insurance and repairs, and for the repossession, holding, preparation for sale, and the application sale of the Collateral (including attorneys’ and accountants’ fees and expenses), as well as all damages for breach of warranty, misrepresentation, or breach of covenant by Borrower, and all such funds liabilities shall be included in the definition of Obligations, shall be secured by PAGthe security interest granted herein, and shall be payable upon demand. (h) Borrower hereby authorizes the filing of financing statements pursuant to the Uniform Commercial Code (“Financing Statements”), as enacted in the states where such Financing Statements are required, or are deemed by Lender as desirable, and any other documents required by Lender, to perfect or maintain the security interest granted herein in the Collateral or to effect the purposes of this Agreement. (i) Borrower will at all times during normal business hours allow Lender or its agents to examine and inspect the Collateral, as well as Borrower’s books and records relating thereto, and to make extracts and copies of them. (j) Borrower will report, in a form reasonably satisfactory to Lender, such information as Lender may reasonably request regarding the Collateral; such reports shall be for such periods, shall reflect Borrower’s records as of such times and shall be rendered with such frequency as Lender may reasonably designate. All information heretofore or hereafter furnished by Borrower to Lender is or will be true and correct in all material respects as of the date with respect to which such information is or will be furnished. (k) Borrower will not change Borrower’s name. (l) Borrower hereby irrevocably appoints Lender as Borrower’s true and lawful attorney-in-fact, with full power and authority and in the place and stead of Borrower and in the name of Borrower or otherwise, from time to time after the occurrence and continuance of an Event of Default, in Lender’s discretion, to take any time action and to execute any instrument that Lender may deem reasonably necessary or desirable to accomplish the purposes of this Agreement; including, without limitation, to receive, endorse and collect all instruments made payable to Borrower representing any distribution in respect of the Collateral or any part thereof and to give full discharge for the same; to ask, demand, collect, sxx for, recover, compromise, receive and give acquittance and receipt for monies due and to become due under or in connection with the Collateral; to obtain and adjust insurance covering the Collateral; to receive, endorse and collect any drafts or other instruments and documents in connection therewith; and to file any claims or take any action or institute any proceedings that Lender may deem to be necessary or desirable for the collection thereof, provided, however, that unless an Event of Default shall not then existhas occurred and is continuing, Lender may act as such attorney-in-fact only with respect to signing and recording financing and continuation statements under the Uniform Commercial Code. (vm) PAG Borrower agrees that from time to time, at the expense of Borrower, it will perform promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that Lender may reasonably request, in order to perfect and protect any pledge, assignment or security interest granted or purported to be granted by Borrower under this Agreement or to enable Lender to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Borrower hereby authorizes Lender to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of its obligations (if any) under the Collateral. A photocopy or other reproduction of this Agreement or any Financing Statement covering the Collateral Document prior to the time that any interest or penalty would attach against PAG or any of part thereof shall be sufficient as a Financing Statement where permitted by Law. Borrower will furnish to Lender from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with such Collateral as a result of PAG’s failure to perform any of such obligationsLender may reasonably request, all in reasonable detail. (vin) PAG will not Upon Lender’s request, Borrower shall promptly (xi) suffer deliver to Lender possession of all (A) stock certificates evidencing Borrower’s interest in any corporation (together with duly executed stock powers for each of the same) other than Crossroads Europe GmbH and NexQL Corporation; (B) certificates evidencing Borrower’s interest in any limited liability company or permit partnership (together with executed powers for each such certificate), which interests constitute investment property under the Uniform Commercial Code; and (C) all notes, instruments or warrants (together with any amendment, restatement, supplement necessary endorsements) owned by Borrower; or (ii) enter into one or more control (or similar) agreement(s) with Lender and any applicable securities intermediary or depository with respect to any security entitlements or other modification investment property, or waiver any deposit account, of Borrower, in the case of each of clauses (i) and (ii) above, in a form satisfactory to Lender. All stock certificates, other certificates and other Collateral delivered to Lender pursuant to clause (i) in the preceding sentence, and all other investment property and deposit accounts which are the subject of a control (or similar) agreement entered into pursuant to clause (ii) in the preceding sentence (collectively, the “Investment Collateral”). (o) Except as otherwise provided in this Section 7.18(o), Borrower shall continue to collect, at its Organizational Documents unless own expense, all amounts due or to become due to Borrower in respect of any Accounts. In connection with such collections, Borrower may take (and, at Lender’s direction, shall take) such action as Borrower or Lender may reasonably deem necessary or advisable to enforce collection of such Accounts; provided, however, that Lender shall have the right at any time, upon the occurrence and during the continuance of an Event of Default, to notify the obligors under Accounts of the assignment of such Accounts to Lender and to direct such obligors to make payment of all amounts due or to become due to Borrower thereunder directly to Lender and, upon such notification and at the expense of Borrower, to enforce collection of any such Accounts, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Borrower might have done. After receipt by Borrower of the notice from Lender referred to in the proviso to the preceding sentence, (1i) required all amounts and proceeds (including instruments) received by Law Borrower in respect of the Accounts shall be received in trust for the benefit of Lender hereunder, shall be segregated from other funds of Borrower and shall be forthwith paid over to do soLender in the same form as so received (with any necessary endorsement); and (ii) Borrower shall not adjust, settle or compromise the amount or payment of any such Account, release wholly or partly any obligor thereof, or (2) such amendment, restatement, supplement allow any credit or other modification or waiver (A) would not cause any contravention of, or conflict with, any material term or condition of this Agreement, any other Transaction Document, or any Material Agreement, or (B) would not otherwise reasonably be expected to have a Material Adverse Effect; or (y) waive, release or compromise any Claims PAG may have against any other Person which arise under any Collateral Documentdiscount thereon. (viip) So long as an no Event of Default shall not then existhas occurred and is continuing, PAG Borrower shall be entitled (1) to exercise for any purpose receive and retain any and all powersdividends, interest and (2) to receive any and all Holdings Member Interest Distributions (if any) arising from or relating to the other distributions paid in respect of investment property that is Collateral; provided, however, that PAG shall not exercise such rights any and all (i) dividends, interest and other distributions paid or powerspayable other than in cash in respect of, and instruments and other property received, receivable or approve or consent to any action that would be otherwise distributed in contravention of the provisions respect of, or constitute in exchange for, such Collateral; (ii) dividends and other distributions paid or payable in cash in respect of such Collateral in connection with a breach partial or Default undertotal liquidation or dissolution or in connection with a reduction of capital, this Agreement capital surplus or any paid-in surplus; and (iii) cash paid, payable or otherwise distributed in respect of the Transaction Documents. (viii) If there is an Event of Default with respect to PAGprincipal of, any Event of Default attributable to a failure to pay any Indemnified Amounts or in redemption of, or in exchange for, such Collateral, shall be deemed waived upon forthwith delivered to Lender to hold as Collateral and shall, if received by Borrower, be received in trust for the receipt by GECC benefit of amounts sufficient Lender, be segregated from the other property or funds of Borrower and be forthwith delivered to satisfy all such Indemnified Amounts then due and payable by PAGLender as Collateral in the same form as so received (with any necessary endorsement).

Collateral Covenants. PAG covenants (a) Upon request of Xxxxxx, Borrower will deliver to GECC Lender lists or copies of all Accounts and Payment Intangibles promptly after they arise. Upon request of Xxxxxx, after a Default hereunder, Xxxxxxxx will deliver to Xxxxxx, promptly upon receipt, all Proceeds of the Collateral received by Xxxxxxxx, in precisely the form received by Xxxxxxxx, except for the endorsement of Borrower where necessary to permit the collection of such Proceeds (which endorsement Borrower hereby agrees to make). Xxxxxxxx agrees not to mingle any Proceeds of the Collateral with any of Borrower’s own funds, goods or property, and at all times to hold such Proceeds upon express trust for the Lender until delivery thereof is made to Lender. Lender shall have the full power and authority to collect, compromise, endorse, sell, or otherwise deal with Proceeds in its own name or that of Borrower. Lender in its discretion may apply Cash Proceeds to the payment of any of the Loan Obligations or may release such Cash Proceeds to Borrower for use in the operation of Borrower’s business. (b) With respect to Collateral in the form of Instruments, Accounts, Payment Intangibles, General Intangibles, Contracts, Rents, Leases and Chattel Paper, Lender may at any time after Default notify any obligors or Account Debtors thereunder that such Collateral has been assigned to Lender and shall be remitted directly to Lender. Upon request of Lender at any time Borrower will so notify such obligors or Account Debtors and will indicate on all invoices to such obligors or Account Debtors that their obligations are payable to Lender. (c) Borrower covenants and agrees that upon Xxxxxxxx’s receipt of any Collateral which is evidenced or secured by an agreement, Instrument, Document or Chattel Paper and upon demand of Lender, Borrower shall deliver the original thereof (or each executed or original counterpart if more than one) to Lender, together with appropriate endorsements and/or assignments in form and substance acceptable to Lender. (d) Xxxxxxxx agrees to keep all Records concerning the Collateral that:in a safe place and, upon request of Xxxxxx, to make such Records available to Lender, its agents, attorneys, and accountants, at any reasonable time and without hindrance or delay to allow Lender to inspect, audit, check, copy or make extracts from such Records. (e) All of Borrower’s existing Inventory has been, and all of Borrower’s Inventory hereafter produced or acquired will be, produced in accordance with the requirements of the federal Fair Labor Standards Act. (f) Borrower shall furnish to Lender from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as Lender may request, all in reasonable detail. (g) Borrower shall promptly notify Xxxxxx in writing of the initiation of any Commercial Tort Claim seeking damages on behalf of Borrower. Borrower shall execute and deliver such statements, documents and notices and do and cause to be done all such things as Lender may reasonably deem necessary or appropriate to create, perfect and maintain the Lien in any Commercial Tort Claim. (h) Upon request of Xxxxxx, Borrower shall promptly deliver to Lender the certificates of title for any motor vehicles now or hereafter included in the Collateral that are subject to the title Laws of any state of the United States of America or any other jurisdiction and shall join with Lender in executing any applications and other documents and taking any other actions necessary or desirable in Lender’s opinion to perfect Lender’s Lien in such vehicles. Lender may retain possession of such certificates of title until payment in full of all the Loan Obligations or until Xxxxxx’s Lien is terminated. (i) At any time and from time Borrower shall comply with all Requirements of Law pertaining to time, upon the written request of GECCall Collateral, and at the sole expense of PAG, PAG will promptly and duly execute and deliver any and shall maintain all such further instruments and documents and take such further actions as GECC may reasonably deem desirable to obtain the full benefits of this Agreement and of the rights and powers herein granted with respect to PAG, including the execution and filing of any financing or continuation statements under the UCC in effect in any jurisdiction with respect to the first priority, perfected security interest granted hereby and, if otherwise required hereunder, transferring Collateral to the possession of Agent (if a first priority, perfected security interest in such Collateral can be perfected by possession) or causing Holdings to agree (in writing) that it will only comply with instructions originated by Agent without further consent by PAG upon the occurrence and continuance of an Event of Default with respect to PAG. PAG also hereby authorizes GECC to file any such financing or continuation statement without the signature of PAG to the maximum extent not prohibited by applicable Law. (ii) PAG will defend the right, title and interest hereunder of GECC, as holder of a first priority, perfected security interest in the Collateral in which PAG has granted a first prioritygood conditions and repair, perfected security interest to GECC hereunder, against the Claims of all Persons whomsoevernormal wear and tear expected. (iii) PAG will not change its name in any manner which might make any financing or continuation statement filed hereunder seriously misleading within the meaning of Section 9-507 of the UCC of the State of New York (or any other then-applicable provision of the UCC of the State of New York), unless PAG shall have given GECC at least thirty (30) days prior written notice thereof and shall have taken all action (or made arrangements to take such action substantially simultaneously with such change if it is impossible to take such action in advance) necessary or reasonably requested by GECC to amend such financing statement or continuation statement so that it is not seriously misleading. PAG will not sign or authorize the signing on PAG’s behalf of any financing statement naming PAG as debtor covering all or any portion of PAG’s Collateral, except financing statements naming GECC as secured party. (iv) PAG will not directly or indirectly Transfer or create or suffer or permit to be created any Lien on any of the Collateral, other than Permitted Collateral Encumbrances or as otherwise permitted by this Agreement, provided that nothing in this Section 4(c)(iv) will prevent the payment of Holdings Member Interest Distributions, and the application such funds by PAG, at any time an Event of Default shall not then exist. (v) PAG will perform all of its obligations (if any) under the Collateral Document prior to the time that any interest or penalty would attach against PAG or any of the Collateral as a result of PAG’s failure to perform any of such obligations. (vi) PAG will not (x) suffer or permit any amendment, restatement, supplement or other modification or waiver of its Organizational Documents unless and to the extent (1) required by Law to do so, or (2) such amendment, restatement, supplement or other modification or waiver (A) would not cause any contravention of, or conflict with, any material term or condition of this Agreement, any other Transaction Document, or any Material Agreement, or (B) would not otherwise reasonably be expected to have a Material Adverse Effect; or (y) waive, release or compromise any Claims PAG may have against any other Person which arise under any Collateral Document. (vii) So long as an Event of Default shall not then exist, PAG shall be entitled (1) to exercise for any purpose any and all powers, and (2) to receive any and all Holdings Member Interest Distributions (if any) arising from or relating to the Collateral; provided, however, that PAG shall not exercise such rights or powers, or approve or consent to any action that would be in contravention of the provisions of, or constitute a breach or Default under, this Agreement or any of the Transaction Documents. (viii) If there is an Event of Default with respect to PAG, any Event of Default attributable to a failure to pay any Indemnified Amounts shall be deemed waived upon the receipt by GECC of amounts sufficient to satisfy all such Indemnified Amounts then due and payable by PAG.

Collateral Covenants. PAG covenants to GECC with respect The Collateral is now and shall remain personal property so long as the applicable Grantor has rights in it, provided that Grantor shall not sell, lease, dispose, or otherwise transfer such Collateral in violation of the Loan Documents. Each Grantor hereby agrees that, anything herein to the Collateral that: (i) contrary notwithstanding, such Grantor shall assume full and complete responsibility for the prosecution, defense, enforcement or any necessary or desirable actions in connection with its Collateral, subject to the rights of the Lender. Each Grantor hereby irrevocably appoints Lender as Borrower’s true and lawful attorney-in-fact, and authorizes Lender, in any Grantor’s or Lender’s name, to do all acts and things which are necessary when an Event of Default exists, in Lender’s determination, to fulfill the Grantors’ obligations under this Agreement and the Note. At the request of Lender at any time and from time to time, upon the written request of GECCeach Grantor shall, and at the sole expense of PAGsuch Grantor’s expense, PAG will promptly and duly execute and deliver any deliver, or cause to be duly executed and all delivered, such further instruments and agreements, documents and take instruments, and do or cause to be done such further actions acts as GECC may reasonably deem desirable be necessary or proper to obtain evidence, perfect, maintain and enforce the full benefits of this Agreement security interests and of the rights and powers herein granted with respect to PAG, including the execution and filing of any financing or continuation statements under the UCC in effect in any jurisdiction with respect to the first priority, perfected security interest granted hereby and, if otherwise required hereunder, transferring Collateral to the possession of Agent (if a first priority, perfected security interest in such Collateral can be perfected by possession) or causing Holdings to agree (in writing) that it will only comply with instructions originated by Agent without further consent by PAG upon the occurrence and continuance of an Event of Default with respect to PAG. PAG also hereby authorizes GECC to file any such financing or continuation statement without the signature of PAG to the maximum extent not prohibited by applicable Law. (ii) PAG will defend the right, title and interest hereunder of GECC, as holder of a first priority, perfected security interest priority thereof in the Collateral in which PAG has granted a first priority, perfected security interest to GECC hereunder, against the Claims of all Persons whomsoever. (iii) PAG will not change its name in any manner which might make any financing or continuation statement filed hereunder seriously misleading within the meaning of Section 9-507 of the UCC of the State of New York (or any other then-applicable provision of the UCC of the State of New York), unless PAG shall have given GECC at least thirty (30) days prior written notice thereof and shall have taken all action (or made arrangements to take such action substantially simultaneously with such change if it is impossible to take such action in advance) necessary or reasonably requested by GECC to amend such financing statement or continuation statement so that it is not seriously misleading. PAG will not sign or authorize the signing on PAG’s behalf of any financing statement naming PAG as debtor covering all or any portion of PAG’s Collateral, except financing statements naming GECC as secured party. (iv) PAG will not directly or indirectly Transfer or create or suffer or permit to be created any Lien on any of the Collateral, other than Permitted Collateral Encumbrances or as otherwise permitted by this Agreement, provided that nothing in this Section 4(c)(iv) will prevent the payment of Holdings Member Interest Distributions, and the application such funds by PAG, at any time an Event of Default shall not then exist. (v) PAG will perform all of its obligations (if any) under the Collateral Document prior to the time that any interest or penalty would attach against PAG or any of the Collateral as a result of PAG’s failure to perform any of such obligations. (vi) PAG will not (x) suffer or permit any amendment, restatement, supplement or other modification or waiver of its Organizational Documents unless and to the extent (1) required by Law to do so, or (2) such amendment, restatement, supplement or other modification or waiver (A) would not cause any contravention of, or conflict with, any material term or condition of this Agreement, any other Transaction Document, or any Material Agreement, or (B) would not otherwise reasonably be expected to have a Material Adverse Effect; or (y) waive, release or compromise any Claims PAG may have against any other Person which arise under any Collateral Document. (vii) So long as an Event of Default shall not then exist, PAG shall be entitled (1) to exercise for any purpose any and all powers, and (2) to receive any and all Holdings Member Interest Distributions (if any) arising from or relating to the Collateral; provided, however, that PAG shall not exercise such rights or powers, or approve or consent to any action that would be in contravention of effectuate the provisions of, or constitute a breach or Default under, purposes of this Agreement or any of the Transaction other Loan Documents. , provided however, that notwithstanding anything herein to the contrary, no Grantor shall have any obligation to maintain for the benefit of Lender the perfection of any security interests in the Collateral, or to represent or warrant that such security interest is perfected, except (viiii) If there as such perfection may be obtained by the filing of UCC financing statements in the applicable offices and recording Intellectual Property Security Agreements with the United States Patent and Trademark Office, (ii) Grantors shall endeavor to cause, prior to the date that is an Event of Default with respect thirty (30) days after the date hereof, three-party control agreements to PAGbe entered into among the applicable Grantor, any Event of Default attributable to a failure to pay any Indemnified Amounts shall be deemed waived upon Lender, and the receipt by GECC of amounts applicable depository bank or securities intermediary, as the case may be, in each case sufficient to satisfy all such Indemnified Amounts then due perfect the security interest in favor of Lender in those deposit accounts and payable securities accounts of Grantors that hold more than $50,000.00, except in respect of any payroll or employee benefit accounts; and (iii) as may otherwise be requested by PAGLender. Grantors covenant and agree that they shall not open or maintain additional deposit accounts or securities accounts that hold more than $50,000.00, without providing Lender prior written notice thereof and, except in respect of any payroll or employee benefit accounts, causing three-party control agreements, as requested by Lender, to be entered into among the applicable Grantor, Lender, and the applicable depository bank or securities intermediary, as the case may be, in each case sufficient to perfect the security interest in favor of Lender in those deposit accounts and securities accounts of Grantors.