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

Defense of Title and Further Assurances. Subject to the terms of any applicable leases, at its expense, Borrowers will defend the title to the Collateral (and any part thereof), and 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. Each Borrower hereby authorizes the filing of any financing statement or continuation statement required under the Uniform Commercial Code. 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. 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 of Borrowers are expected to become subject to the control of, or in the possession of, a party other than Borrowers or Lender, 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. Each Borrower hereby irrevocably appoints Lender as Borrower’s attorney-in-fact, with power of substitution, in the name of Lender or in the name of Borrower or otherwise, for the use and benefit of Lender, but at the cost and expense of Borrower and without notice to Borrower, 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 6.1.18.

Defense of Title and Further Assurances. Subject to the terms of any applicable leases, at At its expense, Borrowers Debtor will defend the title to the Collateral (and any part thereof), and will 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 or under any of the other Financing Documents and the first priority of that Lien, subject only to the Permitted Liens. Each Borrower Debtor hereby authorizes the filing of any financing statement or continuation statement required under the Uniform Commercial Code. 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 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. Borrowers 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 receivables of Borrowers Debtor are expected to become subject to the control of, or in the possession of, a party other than Borrowers Debtor or Lender, Borrowers Debtor 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. Each Borrower Debtor hereby irrevocably appoints Lender as BorrowerDebtor’s attorney-in-fact, with power of substitution, in the name of Lender or in the name of Borrower Debtor or otherwise, for the use and benefit of Lender, but at the cost and expense of Borrower Debtor and without notice to BorrowerDebtor, 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 6.1.183.10.

Defense of Title and Further Assurances. Subject to the terms of any applicable leases, at At its expense, Borrowers the Borrower will defend the title to the Collateral (and any part thereof), and 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. Each The Borrower hereby authorizes the filing of any financing statement or continuation statement required under the Uniform Commercial Code. Borrowers The Borrower will from time to time do whatever the Lender may reasonably 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 Borrowers 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. Borrowers 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 of Borrowers the Borrower are expected to become subject to the control of, or in the possession of, a party other than Borrowers or Lenderthe Borrower, Borrowers 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. Each The Borrower hereby irrevocably appoints the Lender as the Borrower’s attorney-in-fact, with power of substitution, in the name of the Lender or in the name of the Borrower or otherwise, for the use and benefit of the Lender, but at the cost and expense of the Borrower and without notice to the 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 6.1.186.1.21.

Defense of Title and Further Assurances. Subject to the terms of any applicable leases, at At its expense, Borrowers the Borrower will defend the title to the Collateral (and any part thereof), and 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. Each The Borrower hereby authorizes the filing of any financing statement or continuation statement required under the Uniform Commercial Code. Borrowers The Borrower will from time to time do whatever the Lender may reasonably 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 Borrowers 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. Borrowers 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 of Borrowers the Borrower are expected to become subject to the control of, or in the possession of, a party other than Borrowers the Borrower or the Lender, Borrowers 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. Each The Borrower hereby irrevocably appoints the Lender as the Borrower’s attorney-in-fact, with power of substitution, in the name of the Lender or in the name of the Borrower or otherwise, for the use and benefit of the Lender, but at the cost and expense of the Borrower and without notice to the 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 6.1.18.

Defense of Title and Further Assurances. Subject to At its expense the terms of any applicable leases, at its expense, Borrowers Borrower will defend the title to the Collateral (and any part thereof), and 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. Each The Borrower hereby authorizes the filing of any financing statement or continuation statement required under the Uniform Commercial Code. Borrowers The Borrower will from time to time do whatever the Lender may reasonably 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 Borrowers 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. Borrowers 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 of Borrowers the Borrower are expected to become subject to the control of, or in the possession of, a party other than Borrowers the Borrower or the Lender, Borrowers 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. Each The Borrower hereby irrevocably appoints the Lender as the Borrower’s 's attorney-in-fact, with power of substitution, in the name of the Lender or in the name of the Borrower or otherwise, for the use and benefit of the Lender, but at the cost and expense of the Borrower and without notice to the 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 6.1.18Section.

Defense of Title and Further Assurances. Subject to the terms of any applicable leases, at At its expense, Borrowers the Borrower will defend the title to the Collateral (and any part thereof), and 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. Each The Borrower hereby authorizes the filing of any financing statement or continuation statement required under the Uniform Commercial Code. Borrowers The Borrower will from time to time do whatever the Lender may reasonably 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 Borrowers 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. Borrowers 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 of Borrowers the Borrower are expected to become subject to the control of, or in the possession of, a party other than Borrowers or Lenderthe Borrower, Borrowers 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. Each The Borrower hereby irrevocably appoints the Lender as the Borrower’s attorney-in-fact, with power of substitution, in the name of the Lender or in the name of the Borrower or otherwise, for the use and benefit of the Lender, but at the cost and expense of the Borrower and without notice to the 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 6.1.186.1.17.

Defense of Title and Further Assurances. Subject to the terms of any applicable leases, at its At their expense, the Borrowers will defend the title to the Collateral (and any part thereof), and 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. Each Borrower The Borrowers hereby authorizes authorize the filing of any financing statement or continuation statement required under the Uniform Commercial Code. The Borrowers will from time to time do whatever the Lender may reasonably 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. 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 of the Borrowers are expected to become subject to the control of, or in the possession of, a party other than the Borrowers or the Lender, 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. Each Borrower hereby irrevocably appoints the Lender as the Borrower’s attorney-in-fact, with power of substitution, in the name of the Lender or in the name of the Borrower or otherwise, for the use and benefit of the Lender, but at the cost and expense of Borrower the Borrowers and without notice to Borrowerthe 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 6.1.186.1.19.

Defense of Title and Further Assurances. Subject to the terms of any applicable leases, at its expense, Borrowers will defend the title to the Collateral (and any part thereof), and 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. Each Borrower hereby authorizes the filing of any financing statement or continuation statement required under the Uniform Commercial Code. 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. 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 of Borrowers are expected to become subject to the control of, or in the possession of, a party other than Borrowers or Lender, 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. Each Borrower hereby irrevocably appoints Lender as Borrower’s attorney-in-fact, with power of substitution, in the name of Lender or in the name of Borrower or otherwise, for the use and benefit of Lender, but at the cost and expense of Borrower and without notice to Borrower, 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 6.1.186.1.15.

Defense of Title and Further Assurances. Subject to the terms of any applicable leases, at its At their expense, the Borrowers will defend the title to the Collateral (and any part thereof), and 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. Each Borrower The Borrowers hereby authorizes authorize the filing of any financing statement or continuation statement required under the Uniform Commercial Code. The Borrowers will from time to time do whatever the Lender may reasonably 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. 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 of the Borrowers are expected to become subject to the control of, or in the possession of, a party other than Borrowers or Lenderthe Borrowers, 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. Each Borrower hereby irrevocably appoints the Lender as the Borrower’s attorney-in-fact, with power of substitution, in the name of the Lender or in the name of the Borrower or otherwise, for the use and benefit of the Lender, but at the cost and expense of Borrower the Borrowers and without notice to Borrowerthe 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 6.1.186.1.21.

Defense of Title and Further Assurances. Subject to the terms of any applicable leases, at its At their joint and several expense, the Borrowers will defend the title to the Collateral (and any part thereof), and 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. Each Borrower hereby authorizes the filing of any financing statement or continuation statement required under the Uniform Commercial Code. Borrowers will from time to time do whatever the Lender may reasonably require by way of obtaining, executing, delivering, and/or filing financing statements, landlords’ ', mortgagees' or bailees' waivers, notices of assignment and other notices and amendments and renewals thereof and Borrowers 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. 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 of Borrowers any Borrower are expected to become subject to the control of, or in the possession of, a party other than Borrowers a Borrower or the Lender, 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. 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 such Borrower’s 's attorney-in-fact, with power of substitution, in the name of the Lender or in the name of Borrower 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 Borrower the Borrowers and without notice to Borrowerthe 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 6.1.186.1.23.

Defense of Title and Further Assurances. Subject to the terms of any applicable leases, at its expense, Borrowers will defend the title to the Collateral (and any part thereof), and 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. Each Borrower hereby authorizes the filing of any financing statement or continuation statement required under the Uniform Commercial Code. Borrowers will from time to time do whatever Lender may reasonably require by way of obtaining, executing, delivering, and/or filing landlords’ 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. 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 of Borrowers are expected to become subject to the control of, or in the possession of, a party other than Borrowers or Lender, 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. Each Borrower hereby irrevocably appoints Lender as Borrower’s attorney-in-fact, with power of substitution, in the name of Lender or in the name of Borrower or otherwise, for the use and benefit of Lender, but at the cost and expense of Borrower and without notice to Borrower, 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 6.1.186.1.15.

Defense of Title and Further Assurances. Subject to the terms of any applicable leases, at its expense, Borrowers MXL will defend the title to the MXL Collateral (and any part thereof), and 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. Each Borrower MXL hereby authorizes the filing of any financing statement or continuation statement required under the Uniform Commercial Code. Borrowers 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 Borrowers 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. Borrowers 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 of Borrowers MXL are expected to become subject to the control of, or in the possession of, a party other than Borrowers MXL or Lender, Borrowers 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. Each Borrower MXL hereby irrevocably appoints Lender as Borrower’s MXL's attorney-in-fact, with power of substitution, in the name of Lender or in the name of Borrower MXL or otherwise, for the use and benefit of Lender, but at the cost and expense of Borrower MXL and without notice to BorrowerMXL, 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 6.1.18Section.

Defense of Title and Further Assurances. Subject to the terms of any applicable leases, at At its expense, Borrowers the Borrower will defend the title to the Collateral (and any part thereof), and will immediately 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 or Agreement, under any of the other Financing Documents and the first priority of that Lien, subject only to the Permitted Liens. Each The Borrower hereby authorizes the filing of any financing statement or continuation statement required under the Uniform Commercial Code. Borrowers will from time to time do whatever Lender the Agent may reasonably require by way of obtaining, executing, delivering, and/or filing financing statements, landlords’ ' or mortgagees' waivers, notices of assignment and other notices and amendments and renewals thereof and Borrowers the 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. Borrowers 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 of Borrowers the Borrower are expected to become subject to the control of, or in the possession of, a party other than Borrowers the Borrower or Lenderthe Agent, Borrowers 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. Each 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 the Borrower’s 's attorney-in-fact, with power of substitution, in the name of Lender the Agent or in the name of the Borrower or otherwise, for the use and benefit of Lenderthe Agent for itself and the Lenders, but at the cost and expense of the Borrower and without notice to the 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 6.1.18Agreement, 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. Subject to the terms of any applicable leases, at its expense, Borrowers Borrower will defend the title to the Borrower Collateral (and any part thereof), and 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. Each Borrower hereby authorizes the filing of any financing statement or continuation statement required under the Uniform Commercial Code. Borrowers 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 Borrowers 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. Borrowers 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 of Borrowers Borrower are expected to become subject to the control of, or in the possession of, a party other than Borrowers Borrower or Lender, Borrowers 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. Each Borrower hereby irrevocably appoints Lender as Borrower’s 's attorney-in-fact, with power of substitution, in the name of Lender or in the name of Borrower or otherwise, for the use and benefit of Lender, but at the cost and expense of Borrower and without notice to Borrower, 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 6.1.187.1.

Defense of Title and Further Assurances. Subject to At its expense the terms of any applicable leases, at its expense, Borrowers Borrower will defend the title to the Collateral (and any part thereof), and 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. Each The Borrower hereby authorizes the filing of any financing statement or continuation statement required under the Uniform Commercial Code. Borrowers The Borrower will from time to time do whatever the Lender may reasonably 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 Borrowers 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. Borrowers 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 of Borrowers the Borrower are expected to become subject to the control of, or in the possession of, a party other than Borrowers the Borrower or the Lender, Borrowers 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. Each The Borrower hereby irrevocably appoints the Lender as the Borrower’s attorney-in-fact, with power of substitution, in the name of the Lender or in the name of the Borrower or otherwise, for the use and benefit of the Lender, but at the cost and expense of the Borrower and without notice to the 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 6.1.18Section.