Common use of Defense of Title and Further Assurances Clause in Contracts

Defense of Title and Further Assurances. At its expense, Debtor will defend the title to the Collateral (and any part thereof), and will, except as otherwise set forth in this Section 3.10, immediately execute, acknowledge and deliver any renewal, affidavit, deed, assignment, security agreement, certificate or other document which Lender may require in order to perfect, preserve, maintain, continue, protect and/or extend the Lien granted to Lender under this Agreement and the first priority of that Lien, subject only to the Permitted Liens. Debtor hereby authorizes the filing of any financing statement or continuation statement required under the Uniform Commercial Code. Debtor will take any and all steps and observe such formalities as Lender may require, in order to create and maintain a valid Lien upon, pledge of, or paramount security interest in, the Collateral, subject to the Permitted Liens. Debtor shall pay to Lender on demand all taxes, costs and expenses incurred by Lender in connection with the preparation, execution, recording and filing of any such document or instrument. To the extent that the proceeds of any of the Accounts or receivables of Debtor are expected to become subject to the control of, or in the possession of, a party other than Debtor or Lender, Debtor shall cause all such parties to execute and deliver security documents or other documents as requested by Lender and as may be necessary to evidence and/or perfect the security interest of Lender in those proceeds. Debtor hereby irrevocably appoints Lender as Debtor’s attorney-in-fact, with power of substitution, in the name of Lender or in the name of Debtor or otherwise, for the use and benefit of Lender, but at the cost and expense of Debtor and without notice to Debtor, to execute and deliver any and all of the instruments and other documents and take any action which Lender may require pursuant the foregoing provisions of this Section 3.10.

Defense of Title and Further Assurances. At its expense, Debtor the Borrower will defend the title to the Collateral (and any part thereof), and will, except as otherwise set forth in this Section 3.10, will immediately execute, acknowledge and deliver any renewal, affidavit, deed, assignment, security agreement, certificate or other document which the Lender may require in order to perfect, preserve, maintain, continue, protect and/or extend the Lien granted to the Lender under this Agreement or under any of the other Financing Documents and the first priority of that Lien, subject only to the Permitted Liens. Debtor The Borrower hereby authorizes the filing of any financing statement or continuation statement required under the Uniform Commercial Code. Debtor The Borrower will from time to time do whatever the Lender may require by way of obtaining, executing, delivering, and/or filing landlords’ or mortgagees’ waivers, notices of assignment and other notices and amendments and renewals thereof and the Borrower will take any and all steps and observe such formalities as the Lender may require, in order to create and maintain a valid Lien upon, pledge of, or paramount security interest in, the Collateral, subject to the Permitted Liens. Debtor The Borrower shall pay to the Lender on demand all taxes, costs and expenses incurred by the Lender in connection with the preparation, execution, recording and filing of any such document or instrument. To the extent that the proceeds of any of the Accounts or receivables Receivables of Debtor the Borrower are expected to become subject to the control of, or in the possession of, a party other than Debtor or Lenderthe Borrower, Debtor the Borrower shall cause all such parties to execute and deliver on the Closing Date security documents or other documents as requested by the Lender and as may be necessary to evidence and/or perfect the security interest of the Lender in those proceeds. Debtor The Borrower hereby irrevocably appoints the Lender as Debtorthe Borrower’s attorney-in-fact, with power of substitution, in the name of the Lender or in the name of Debtor the Borrower or otherwise, for the use and benefit of the Lender, but at the cost and expense of Debtor the Borrower and without notice to Debtorthe Borrower, to execute and deliver any and all of the instruments and other documents and take any action which the Lender may require pursuant the foregoing provisions of this Section 3.106.1.17.

Defense of Title and Further Assurances. At Subject to the terms of any applicable leases, at its expense, Debtor Borrower will defend the title to the Borrower Collateral (and any part thereof), and will, except as otherwise set forth in this Section 3.10, will immediately execute, acknowledge and deliver any renewal, affidavit, deed, assignment, security agreement, certificate or other document which Lender may require in order to perfect, preserve, maintain, continue, protect and/or extend the Lien granted to Lender under this Agreement or under any of the other Financing Documents and the first priority of that Lien, subject only to the Permitted Liens. Debtor Borrower hereby authorizes the filing of any financing statement or continuation statement required under the Uniform Commercial Code. Debtor Borrower will from time to time do whatever Lender may reasonably require by way of obtaining, executing, delivering, and/or filing landlords' waivers, notices of assignment and other notices and amendments and renewals thereof and Borrower will take any and all steps and observe such formalities as Lender may require, in order to create and maintain a valid Lien upon, pledge of, or paramount security interest in, the Borrower Collateral, subject to the Permitted Liens. Debtor Borrower shall pay to Lender on demand all taxes, costs and expenses incurred by Lender in connection with the preparation, execution, recording and filing of any such document or instrument. To the extent that the proceeds of any of the Accounts or receivables Receivables of Debtor Borrower are expected to become subject to the control of, or in the possession of, a party other than Debtor Borrower or Lender, Debtor Borrower shall cause all such parties to execute and deliver on the Closing Date security documents or other documents as requested by Lender and as may be necessary to evidence and/or perfect the security interest of Lender in those proceeds. Debtor Borrower hereby irrevocably appoints Lender as Debtor’s Borrower's attorney-in-fact, with power of substitution, in the name of Lender or in the name of Debtor Borrower or otherwise, for the use and benefit of Lender, but at the cost and expense of Debtor Borrower and without notice to DebtorBorrower, to execute and deliver any and all of the instruments and other documents and take any action which Lender may require pursuant the foregoing provisions of this Section 3.107.1.19.

Defense of Title and Further Assurances. At its expense, Debtor the Borrower will defend the title to the Collateral (and any part thereof), and will, except as otherwise set forth in this Section 3.10, immediately will promptly execute, acknowledge and deliver any financing statement, renewal, affidavit, deed, assignment, continuation statement, security agreement, certificate or other document which Lender the Agent may require in order to perfect, preserve, maintain, continue, protect and/or extend the Lien or security interest granted to Lender the Agent, for the benefit of the Lenders and the Agent, under this Agreement Agreement, under any of the other Financing Documents and the first priority of that Lien, subject only to the Permitted Liens. Debtor hereby authorizes The Borrower will from time to time do whatever the Agent may reasonably require by way of obtaining, executing, delivering, and/or filing financing statements, landlords' or mortgagees' waivers, notices of any financing statement or continuation statement required under assignment and other notices and amendments and renewals thereof and the Uniform Commercial Code. Debtor Borrower will take any and all steps and observe such formalities as Lender the Agent may require, in order to create and maintain a valid Lien upon, pledge of, or paramount security interest in, the Collateral, subject to the Permitted Liens. Debtor The Borrower shall pay to Lender the Agent on demand all taxes, reasonable costs and expenses incurred by Lender the Agent in connection with the preparation, execution, recording and filing of any such document or instrument. To the extent that the proceeds of any of the Accounts or receivables Receivables of Debtor the Borrower are expected to become subject to the control of, or in the possession of, a party other than Debtor the Borrower or Lenderthe Agent, Debtor the Borrower shall cause all such parties to execute and deliver on the Closing Date security documents documents, financing statements or other documents as requested by Lender the Agent and as may be necessary to evidence and/or perfect the security interest of Lender the Agent, for the benefit of the Lenders and the Agent, in those proceeds. Debtor The Borrower agrees that a copy of a fully executed security agreement and/or financing statement shall be sufficient to satisfy for all purposes the requirements of a financing statement as set forth in Article 9 of the applicable Uniform Commercial Code. The Borrower hereby irrevocably appoints Lender the Agent as Debtor’s the Borrower's attorney-in-fact, with power of substitution, in the name of Lender the Agent or in the name of Debtor the Borrower or otherwise, for the use and benefit of Lenderthe Agent for itself and the Lenders, but at the cost and expense of Debtor the Borrower and without notice to Debtorthe Borrower, to execute and deliver any and all of the instruments and other documents and take any action which Lender the Agent may require pursuant to perfect, preserve, maintain, continue, protect and/or extend the foregoing provisions Lien or security interest granted to the Agent, for the benefit of the Lenders and the Agent, under this Section 3.10Agreement, under any of the other Financing Documents and the first priority of that Lien, subject only to the Permitted Liens.

Defense of Title and Further Assurances. At its expense, Debtor the Borrower will defend the title to the Collateral (and any part thereof), and will, except as otherwise set forth in this Section 3.10, will immediately execute, acknowledge and deliver any renewal, affidavit, deed, assignment, security agreement, certificate or other document which the Lender may require in order to perfect, preserve, maintain, continue, protect and/or extend the Lien granted to the Lender under this Agreement or under any of the other Financing Documents and the first priority of that Lien, subject only to the Permitted Liens. Debtor The Borrower hereby authorizes the filing of any financing statement or continuation statement required under the Uniform Commercial Code. Debtor The Borrower will from time to time do whatever the Lender may require by way of obtaining, executing, delivering, and/or filing landlords’ or mortgagees’ or bailees’ waivers, notices of assignment and other notices and amendments and renewals thereof and the Borrower will take any and all steps and observe such formalities as the Lender may require, in order to create and maintain a valid Lien upon, pledge of, or paramount security interest in, the Collateral, subject to the Permitted Liens. Debtor The Borrower shall pay to the Lender on demand all taxes, costs and expenses incurred by the Lender in connection with the preparation, execution, recording and filing of any such document or instrument. To the extent that the proceeds of any of the Accounts or receivables Receivables of Debtor the Borrower are expected to become subject to the control of, or in the possession of, a party other than Debtor the Borrower or the Lender, Debtor the Borrower shall cause all such parties to execute and deliver on the Closing Date security documents or other documents as requested by the Lender and as may be necessary to evidence and/or perfect the security interest of the Lender in those proceeds. Debtor The Borrower hereby irrevocably appoints the Lender as Debtorthe Borrower’s attorney-in-fact, with power of substitution, in the name of the Lender or in the name of Debtor the Borrower or otherwise, for the use and benefit of the Lender, but at the cost and expense of Debtor the Borrower and without notice to Debtorthe Borrower, to execute and deliver any and all of the instruments and other documents and take any action which the Lender may require pursuant the foregoing provisions of this Section 3.106.1.18.

Defense of Title and Further Assurances. At its their joint and several expense, Debtor the Borrowers will defend the title to the Collateral (and any part thereof), and will, except as otherwise set forth in this Section 3.10, will immediately execute, acknowledge and deliver any financing statement, renewal, affidavit, deed, assignment, continuation statement, security agreement, certificate or other document which the Lender may require in order to perfect, preserve, maintain, continue, protect and/or extend the Lien granted to the Lender under this Agreement or under any of the other Financing Documents and the first priority of that Lien, Lien subject only to the Permitted Liens. Debtor hereby authorizes Each Borrower will from time to time do whatever the Lender may require by way of obtaining, executing, delivering, and/or filing financing statements, landlords', mortgagees' or bailees' waivers, notices of any financing statement or continuation statement required under the Uniform Commercial Code. Debtor assignment and other notices and amendments and renewals thereof and each Borrower will take any and all steps and observe such formalities as the Lender may require, in order to create and maintain a valid Lien upon, pledge of, or paramount security interest in, the Collateral, subject to the Permitted Liens. Debtor The Borrowers jointly and severally shall pay to the Lender on demand all taxes, costs and expenses incurred by the Lender in connection with the preparation, execution, recording and filing of any such document or instrument. To the extent that the proceeds of any of the Accounts or receivables Receivables of Debtor any Borrower are expected to become subject to the control of, or in the possession of, a party other than Debtor a Borrower or the Lender, Debtor the Borrowers shall cause all such parties to execute and deliver on the Closing Date security documents documents, financing statements or other documents as requested by the Lender and as may be necessary to evidence and/or perfect the security interest of the Lender in those proceeds. Debtor The Borrowers agree that a copy of a fully executed security agreement and/or financing statement shall be sufficient to satisfy for all purposes the requirements of a financing statement as set forth in Article 9 of the applicable Uniform Commercial Code. Each Borrower hereby irrevocably appoints the Lender as Debtor’s such Borrower's attorney-in-fact, with power of substitution, in the name of the Lender or in the name of Debtor any or all of the Borrowers or otherwise, for the use and benefit of the Lender, but at the joint and several cost and expense of Debtor the Borrowers and without notice to Debtorthe Borrowers, to execute and deliver any and all of the instruments and other documents and take any action which the Lender may require pursuant the foregoing provisions of this Section 3.106.1.23.

Defense of Title and Further Assurances. At Subject to the terms of any applicable leases, at its expense, Debtor Borrowers will defend the title to the Collateral (and any part thereof), and will, except as otherwise set forth in this Section 3.10, will immediately execute, acknowledge and deliver any renewal, affidavit, deed, assignment, security agreement, certificate or other document which Lender may require in order to perfect, preserve, maintain, continue, protect and/or extend the Lien granted to Lender under this Agreement or under any of the other Financing Documents and the first priority of that Lien, subject only to the Permitted Liens. Debtor Each Borrower hereby authorizes the filing of any financing statement or continuation statement required under the Uniform Commercial Code. Debtor Borrowers will from time to time do whatever Lender may reasonably require by way of obtaining, executing, delivering, and/or filing landlords’ waivers, notices of assignment and other notices and amendments and renewals thereof and Borrowers will take any and all steps and observe such formalities as Lender may require, in order to create and maintain a valid Lien upon, pledge of, or paramount security interest in, the Collateral, subject to the Permitted Liens. Debtor Borrowers shall pay to Lender on demand all taxes, costs and expenses incurred by Lender in connection with the preparation, execution, recording and filing of any such document or instrument. To the extent that the proceeds of any of the Accounts or receivables Receivables of Debtor Borrowers are expected to become subject to the control of, or in the possession of, a party other than Debtor Borrowers or Lender, Debtor Borrowers shall cause all such parties to execute and deliver on the Closing Date security documents or other documents as requested by Lender and as may be necessary to evidence and/or perfect the security interest of Lender in those proceeds. Debtor Each Borrower hereby irrevocably appoints Lender as DebtorBorrower’s attorney-in-fact, with power of substitution, in the name of Lender or in the name of Debtor Borrower or otherwise, for the use and benefit of Lender, but at the cost and expense of Debtor Borrower and without notice to DebtorBorrower, to execute and deliver any and all of the instruments and other documents and take any action which Lender may require pursuant the foregoing provisions of this Section 3.106.1.15.

Defense of Title and Further Assurances. At its their expense, Debtor the Borrowers will defend the title to the Collateral (and any part thereof), and will, except as otherwise set forth in this Section 3.10, will immediately execute, acknowledge and deliver any renewal, affidavit, deed, assignment, security agreement, certificate or other document which the Lender may require in order to perfect, preserve, maintain, continue, protect and/or extend the Lien granted to the Lender under this Agreement or under any of the other Financing Documents and the first priority of that Lien, subject only to the Permitted Liens. Debtor The Borrowers hereby authorizes authorize the filing of any financing statement or continuation statement required under the Uniform Commercial Code. Debtor The Borrowers will from time to time do whatever the Lender may require by way of obtaining, executing, delivering, and/or filing landlords’ or mortgagees’ waivers, notices of assignment and other notices and amendments and renewals thereof and the Borrowers will take any and all steps and observe such formalities as the Lender may require, in order to create and maintain a valid Lien upon, pledge of, or paramount security interest in, the Collateral, subject to the Permitted Liens. Debtor The Borrowers shall pay to the Lender on demand all taxes, costs and expenses incurred by the Lender in connection with the preparation, execution, recording and filing of any such document or instrument. To the extent that the proceeds of any of the Accounts or receivables Receivables of Debtor the Borrowers are expected to become subject to the control of, or in the possession of, a party other than Debtor the Borrowers or the Lender, Debtor the Borrowers shall cause all such parties to execute and deliver on the Closing Date security documents or other documents as requested by the Lender and as may be necessary to evidence and/or perfect the security interest of the Lender in those proceeds. Debtor Each Borrower hereby irrevocably appoints the Lender as Debtorthe Borrower’s attorney-in-fact, with power of substitution, in the name of the Lender or in the name of Debtor the Borrower or otherwise, for the use and benefit of the Lender, but at the cost and expense of Debtor the Borrowers and without notice to Debtorthe Borrowers, to execute and deliver any and all of the instruments and other documents and take any action which the Lender may require pursuant the foregoing provisions of this Section 3.106.1.19.

Defense of Title and Further Assurances. At its expense, Debtor the Borrower will defend the title to the Collateral (and any part thereof), and will, except as otherwise set forth in this Section 3.10, will immediately execute, acknowledge and deliver any renewal, affidavit, deed, assignment, security agreement, certificate or other document which the Lender may require in order to perfect, preserve, maintain, continue, protect and/or extend the Lien granted to the Lender under this Agreement or under any of the other Financing Documents and the first priority of that Lien, subject only to the Permitted Liens. Debtor The Borrower hereby authorizes the filing of any financing statement or continuation statement required under the Uniform Commercial Code. Debtor The Borrower will from time to time do whatever the Lender may require by way of obtaining, executing, delivering, and/or filing landlords’ or mortgagees’ waivers, notices of assignment and other notices and amendments and renewals thereof and the Borrower will take any and all steps and observe such formalities as the Lender may require, in order to create and maintain a valid Lien upon, pledge of, or paramount security interest in, the Collateral, subject to the Permitted Liens. Debtor The Borrower shall pay to the Lender on demand all taxes, costs and expenses incurred by the Lender in connection with the preparation, execution, recording and filing of any such document or instrument. To the extent that the proceeds of any of the Accounts or receivables Receivables of Debtor the Borrower are expected to become subject to the control of, or in the possession of, a party other than Debtor or Lenderthe Borrower, Debtor the Borrower shall cause all such parties to execute and deliver on the Closing Date security documents or other documents as requested by the Lender and as may be necessary to evidence and/or perfect the security interest of the Lender in those proceeds. Debtor The Borrower hereby irrevocably appoints the Lender as Debtorthe Borrower’s attorney-in-fact, with power of substitution, in the name of the Lender or in the name of Debtor the Borrower or otherwise, for the use and benefit of the Lender, but at the cost and expense of Debtor the Borrower and without notice to Debtorthe Borrower, to execute and deliver any and all of the instruments and other documents and take any action which the Lender may require pursuant the foregoing provisions of this Section 3.106.1.21.

Defense of Title and Further Assurances. At its their expense, Debtor the Borrowers will defend the title to the Collateral (and any part thereof), and will, except as otherwise set forth in this Section 3.10, will immediately execute, acknowledge and deliver any renewal, affidavit, deed, assignment, security agreement, certificate or other document which the Lender may require in order to perfect, preserve, maintain, continue, protect and/or extend the Lien granted to the Lender under this Agreement or under any of the other Financing Documents and the first priority of that Lien, subject only to the Permitted Liens. Debtor The Borrowers hereby authorizes authorize the filing of any financing statement or continuation statement required under the Uniform Commercial Code. Debtor The Borrowers will from time to time do whatever the Lender may require by way of obtaining, executing, delivering, and/or filing landlords’ or mortgagees’ waivers, notices of assignment and other notices and amendments and renewals thereof and the Borrowers will take any and all steps and observe such formalities as the Lender may require, in order to create and maintain a valid Lien upon, pledge of, or paramount security interest in, the Collateral, subject to the Permitted Liens. Debtor The Borrowers shall pay to the Lender on demand all taxes, costs and expenses incurred by the Lender in connection with the preparation, execution, recording and filing of any such document or instrument. To the extent that the proceeds of any of the Accounts or receivables Receivables of Debtor the Borrowers are expected to become subject to the control of, or in the possession of, a party other than Debtor or Lenderthe Borrowers, Debtor the Borrowers shall cause all such parties to execute and deliver on the Closing Date security documents or other documents as requested by the Lender and as may be necessary to evidence and/or perfect the security interest of the Lender in those proceeds. Debtor Each Borrower hereby irrevocably appoints the Lender as Debtorthe Borrower’s attorney-in-fact, with power of substitution, in the name of the Lender or in the name of Debtor the Borrower or otherwise, for the use and benefit of the Lender, but at the cost and expense of Debtor the Borrowers and without notice to Debtorthe Borrowers, to execute and deliver any and all of the instruments and other documents and take any action which the Lender may require pursuant the foregoing provisions of this Section 3.106.1.21.

Defense of Title and Further Assurances. At its expense, Debtor expense the Borrower will defend the title to the Collateral (and any part thereof), and will, except as otherwise set forth in this Section 3.10, will immediately execute, acknowledge and deliver any renewal, affidavit, deed, assignment, security agreement, certificate or other document which the Lender may require in order to perfect, preserve, maintain, continue, protect and/or extend the Lien granted to the Lender under this Agreement or under any of the other Financing Documents and the first priority of that Lien, Lien subject only to the Permitted Liens. Debtor The Borrower hereby authorizes the filing of any financing statement or continuation statement required under the Uniform Commercial Code. Debtor The Borrower will from time to time do whatever the Lender may require by way of obtaining, executing, delivering, and/or filing landlords', mortgagees' or bailees' waivers, notices of assignment and other notices and amendments and renewals thereof and the Borrower will take any and all steps and observe such formalities as the Lender may require, in order to create and maintain a valid Lien upon, pledge of, or paramount security interest in, the Collateral, subject to the Permitted Liens. Debtor The Borrower shall pay to the Lender on demand all taxes, costs and expenses incurred by the Lender in connection with the preparation, execution, recording and filing of any such document or instrument. To the extent that the proceeds of any of the Accounts or receivables Receivables of Debtor the Borrower are expected to become subject to the control of, or in the possession of, a party other than Debtor the Borrower or the Lender, Debtor the Borrower shall cause all such parties to execute and deliver on the Closing Date security documents or other documents as requested by the Lender and as may be necessary to evidence and/or perfect the security interest of the Lender in those proceeds. Debtor The Borrower hereby irrevocably appoints the Lender as Debtor’s the Borrower's attorney-in-fact, with power of substitution, in the name of the Lender or in the name of Debtor the Borrower or otherwise, for the use and benefit of the Lender, but at the cost and expense of Debtor the Borrower and without notice to Debtorthe Borrower, to execute and deliver any and all of the instruments and other documents and take any action which the Lender may require pursuant the foregoing provisions of this Section 3.10Section.

Defense of Title and Further Assurances. At Subject to the terms of applicable leases, at its expense, Debtor MXL will defend the title to the MXL Collateral (and any part thereof), and will, except as otherwise set forth in this Section 3.10, will immediately execute, acknowledge and deliver any renewal, affidavit, deed, assignment, security agreement, certificate or other document which Lender may require in order to perfect, preserve, maintain, continue, protect and/or extend the Lien granted to Lender under this Agreement or under any of the other Financing Documents and the first priority of that Lien, subject only to the Permitted Liens. Debtor MXL hereby authorizes the filing of any financing statement or continuation statement required under the Uniform Commercial Code. Debtor MXL will from time to time do whatever Lender may reasonably require by way of obtaining, executing, delivering, and/or filing landlords' waivers, notices of assignment and other notices and amendments and renewals thereof and MXL will take any and all steps and observe such formalities as Lender may require, in order to create and maintain a valid Lien upon, pledge of, or paramount security interest in, the MXL Collateral, subject to the Permitted Liens. Debtor MXL shall pay to Lender on demand all taxes, costs and expenses incurred by Lender in connection with the preparation, execution, recording and filing of any such document or instrument. To the extent that the proceeds of any of the Accounts or receivables Receivables of Debtor MXL are expected to become subject to the control of, or in the possession of, a party other than Debtor MXL or Lender, Debtor MXL shall cause all such parties to execute and deliver on the Closing Date security documents or other documents as requested by Lender and as may be necessary to evidence and/or perfect the security interest of Lender in those proceeds. Debtor MXL hereby irrevocably appoints Lender as Debtor’s MXL's attorney-in-fact, with power of substitution, in the name of Lender or in the name of Debtor MXL or otherwise, for the use and benefit of Lender, but at the cost and expense of Debtor MXL and without notice to DebtorMXL, to execute and deliver any and all of the instruments and other documents and take any action which Lender may require pursuant the foregoing provisions of this Section 3.10Section.

Defense of Title and Further Assurances. At its expense, Debtor Borrower will defend the title to the Collateral (and any part thereof), and will, except as otherwise set forth in this Section 3.106.1.18 or Section 6.1.22, immediately execute, acknowledge and deliver any renewal, affidavit, deed, assignment, security agreement, certificate or other document which Lender may require in order to perfect, preserve, maintain, continue, protect and/or extend the Lien granted to Lender under this Agreement or under any of the other Financing Documents and the first priority of that Lien, subject only to the Permitted Liens. Debtor Borrower hereby authorizes the filing of any financing statement or continuation statement required under the Uniform Commercial Code. Debtor Borrower will take any and all steps and observe such formalities as Lender may require, in order to create and maintain a valid Lien upon, pledge of, or paramount security interest in, the Collateral, subject to the Permitted Liens. Debtor Borrower shall pay to Lender on demand all taxes, costs and expenses incurred by Lender in connection with the preparation, execution, recording and filing of any such document or instrument. To the extent that the proceeds of any of the Accounts or receivables Receivables of Debtor Borrower are expected to become subject to the control of, or in the possession of, a party other than Debtor Borrower or Lender, Debtor Borrower shall cause all such parties to execute and deliver security documents or other documents as requested by Lender and as may be necessary to evidence and/or perfect the security interest of Lender in those proceeds. Debtor Borrower hereby irrevocably appoints Lender as DebtorBorrower’s attorney-in-fact, with power of substitution, in the name of Lender or in the name of Debtor Borrower or otherwise, for the use and benefit of Lender, but at the cost and expense of Debtor Borrower and without notice to DebtorBorrower, to execute and deliver any and all of the instruments and other documents and take any action which Lender may require pursuant the foregoing provisions of this Section 3.106.1.18.

Defense of Title and Further Assurances. At its expense, Debtor expense the Borrower will defend the title to the Collateral (and any part thereof), and will, except as otherwise set forth in this Section 3.10, will immediately execute, acknowledge and deliver any renewal, affidavit, deed, assignment, security agreement, certificate or other document which the Lender may require in order to perfect, preserve, maintain, continue, protect and/or extend the Lien granted to the Lender under this Agreement or under any of the other Financing Documents and the first priority of that Lien, Lien subject only to the Permitted Liens. Debtor The Borrower hereby authorizes the filing of any financing statement or continuation statement required under the Uniform Commercial Code. Debtor The Borrower will from time to time do whatever the Lender may require by way of obtaining, executing, delivering, and/or filing landlords’, mortgagees’ or bailees’ waivers, notices of assignment and other notices and amendments and renewals thereof and the Borrower will take any and all steps and observe such formalities as the Lender may require, in order to create and maintain a valid Lien upon, pledge of, or paramount security interest in, the Collateral, subject to the Permitted Liens. Debtor The Borrower shall pay to the Lender on demand all taxes, costs and expenses incurred by the Lender in connection with the preparation, execution, recording and filing of any such document or instrument. To the extent that the proceeds of any of the Accounts or receivables Receivables of Debtor the Borrower are expected to become subject to the control of, or in the possession of, a party other than Debtor the Borrower or the Lender, Debtor the Borrower shall cause all such parties to execute and deliver on the Closing Date security documents or other documents as requested by the Lender and as may be necessary to evidence and/or perfect the security interest of the Lender in those proceeds. Debtor The Borrower hereby irrevocably appoints the Lender as Debtorthe Borrower’s attorney-in-fact, with power of substitution, in the name of the Lender or in the name of Debtor the Borrower or otherwise, for the use and benefit of the Lender, but at the cost and expense of Debtor the Borrower and without notice to Debtorthe Borrower, to execute and deliver any and all of the instruments and other documents and take any action which the Lender may require pursuant the foregoing provisions of this Section 3.10Section.

Defense of Title and Further Assurances. At Subject to the terms of any applicable leases, at its expense, Debtor Borrowers will defend the title to the Collateral (and any part thereof), and will, except as otherwise set forth in this Section 3.10, will immediately execute, acknowledge and deliver any renewal, affidavit, deed, assignment, security agreement, certificate or other document which Lender may require in order to perfect, preserve, maintain, continue, protect and/or extend the Lien granted to Lender under this Agreement or under any of the other Financing Documents and the first priority of that Lien, subject only to the Permitted Liens. Debtor Each Borrower hereby authorizes the filing of any financing statement or continuation statement required under the Uniform Commercial Code. Debtor Borrowers will from time to time do whatever Lender may reasonably require by way of obtaining, executing, delivering, and/or filing landlord waivers, notices of assignment and other notices and amendments and renewals thereof and Borrowers will take any and all steps and observe such formalities as Lender may require, in order to create and maintain a valid Lien upon, pledge of, or paramount security interest in, the Collateral, subject to the Permitted Liens. Debtor Borrowers shall pay to Lender on demand all taxes, costs and expenses incurred by Lender in connection with the preparation, execution, recording and filing of any such document or instrument. To the extent that the proceeds of any of the Accounts or receivables Receivables of Debtor Borrowers are expected to become subject to the control of, or in the possession of, a party other than Debtor Borrowers or Lender, Debtor Borrowers shall cause all such parties to execute and deliver on the Closing Date security documents or other documents as requested by Lender and as may be necessary to evidence and/or perfect the security interest of Lender in those proceeds. Debtor Each Borrower hereby irrevocably appoints Lender as DebtorBorrower’s attorney-in-fact, with power of substitution, in the name of Lender or in the name of Debtor Borrower or otherwise, for the use and benefit of Lender, but at the cost and expense of Debtor Borrower and without notice to DebtorBorrower, to execute and deliver any and all of the instruments and other documents and take any action which Lender may require pursuant the foregoing provisions of this Section 3.106.1.15.