Common use of Filing; Further Assurances Clause in Contracts

Filing; Further Assurances. (A) The Debtor will, at its expense, execute, deliver, file and record (in such manner and form as the Secured Party may require), or permit the Secured Party to file and record, any financing statements, any carbon, photographic or other reproduction of a financing statement or this Security Agreement (which shall be sufficient as a financing statement hereunder), any specific assignments or other paper that may be reasonably necessary or desirable, or that the Secured Party may request, in order to create, preserve, perfect or validate any Security Interest or to enable the Secured Party to exercise and enforce its rights hereunder with respect to any of the Collateral, including without limitation, continuation statements, amendments, and "in-lieu" statements. Pursuant to Section 9-509(a) of the UCC, the Debtor hereby authorizes the Secured Party to prepare and file without the Debtor's signature any financing statements under Article 9 of the UCC which names the Debtor and the Secured Party and pertains to the Security Interests. Additionally, the Debtor hereby appoints the Secured Party as Debtor's attorney-in-fact, coupled with an interest, to execute in the name and behalf of Debtor such additional financing statements and related paper, if any, as the Secured Party may require. (B) If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Debtor's agents or processors, then the Debtor shall notify the Secured Party of the same within a reasonable time after becoming aware thereof and shall obtain a bailee letter acknowledged by the bailee that notifies such person of the Secured Party's security interest in such Collateral and instructs such person to hold all such Collateral for the Secured Party's account subject to the Secured Party's instructions.

Filing; Further Assurances. (A) The Debtor willshall, at its expense, execute, deliverfile, file record and record deliver to Secured Party (in such manner and form as the Secured Party may shall reasonably require)) any financing statements and any other documents, necessary or permit appropriate to preserve, perfect, validate or protect the security interest granted to Secured Party hereunder against the claims of third parties. and shall cooperate with the Secured Party to file and record, any cause the same to be duly filed in all places necessary to perfect the security interest of Secured Party in the Collateral. This shall include (a) all financing statements, any (b) all carbon, photographic or other reproduction reproductions of a financing statement statements or this Security Agreement (which shall be sufficient as a financing statement hereunder), (c) all endorsements to title to any vehicles or other Collateral as may be required in order to perfect the Security Interest therein, and (d) all specific assignments or other paper papers that may be reasonably necessary or desirablenecessary, or that the Secured Party may reasonably request, in order to create, preserve, perfect or validate any Security Interest or to enable the Secured Party to exercise and enforce its rights hereunder with respect to any of the Collateral, including without limitation, . In the event that any recording or re-filing thereof (or filing of any statements of continuation statements, amendments, or assignment of any financing statement) is required to protect and "in-lieu" statements. Pursuant to Section 9-509(a) of the UCCpreserve such Security Interest, the Debtor, at its own cost and expense, shall cause the same to be re-recorded and/or re-filed at the time and in the manner requested by the Secured Party. The Debtor hereby authorizes the Secured Party to prepare and file without the Debtor's signature or re-file any financing statements, continuation statements, and/or amended statements under Article 9 of the UCC which names the Debtor and the Secured Party and pertains with respect to the Security InterestsInterest granted pursuant to this Agreement which at any time may be required or appropriate, although the same may have been executed only by Secured Party, and to execute such financing statement on behalf of the Debtor. AdditionallyIn addition, in the event and to the extent that any of Collateral consists of or is represented by instruments or other evidences of ownership such as would require physical possession of same in order to perfect the Security Interest therein, the Debtor hereby appoints the Secured Party as Debtor's attorney-in-factwill promptly, coupled with an interestat its expense, to execute in the name and behalf of Debtor such additional financing statements and related paper, if any, as the Secured Party may require. (B) If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Debtor's agents or processors, then the Debtor shall notify the Secured Party of the deliver same within a reasonable time after becoming aware thereof and shall obtain a bailee letter acknowledged by the bailee that notifies such person of the Secured Party's security interest in such Collateral and instructs such person to hold all such Collateral for the Secured Party's account subject to the Secured Party's instructions, with any necessary endorsements thereon or powers annexed thereto.

Filing; Further Assurances. (A) The Debtor will, at its expense, execute, deliver, file and record (in such manner and form as the Secured Party may shall require), or permit the Secured Party to file and record, any (a) all financing statements, any (b) all carbon, photographic or other reproduction reproductions of a financing statement statements or this Security Agreement (which shall be sufficient as a financing statement hereunder), (c) all endorsements to title to any vehicles or other Collateral as may be required in order to perfect the Security Interests therein, and (d) all specific assignments or other paper papers (including, without limitation, specific assignments in respect of patents, patent applications, trademarks, trademark applications, copyrights and copyright applications) that may be reasonably necessary or desirable, or that the Secured Party may request, in order to create, preserve, perfect or validate any Security Interest or to enable the Secured Party to exercise and enforce its rights hereunder with respect to any of the Collateral, including without limitation, continuation statements, amendments, and "in-lieu" statements. Pursuant to Section 9-509(a) of the UCC, the Debtor hereby authorizes the Secured Party to prepare and file without the Debtor's signature any financing statements under Article 9 of the UCC which names the Debtor and the Secured Party and pertains to the Security Interests. Additionally, the The Debtor hereby appoints the Secured Party as the Debtor's attorney-in-fact, coupled with an interest, fact to execute and file, in the name and on behalf of Debtor the Debtor, such additional financing statements and related paper, if any, as the Secured Party may require. (B) If any Collateral is at any time request. In addition, in the possession or control of any warehouseman, bailee or event and to the extent that any of Collateral consists of or is represented by instruments or other evidences of ownership such as would require physical possession of same in order to perfect the Debtor's agents or processorsSecurity Interests therein, then the Debtor shall notify the Secured Party of the will promptly, at its expense, deliver same within a reasonable time after becoming aware thereof and shall obtain a bailee letter acknowledged by the bailee that notifies such person of the Secured Party's security interest in such Collateral and instructs such person to hold all such Collateral for the Secured Party's account subject to the Secured Party's instructions, with any necessary endorsements thereon.

Filing; Further Assurances. 3.1 The Debtor agrees to cooperate and join, at its expense, with the Secured Party in taking such steps as are necessary, in the Secured Party's commercially reasonable judgment, to perfect or continue the perfected status of the Security Interests granted hereunder, including, without limitation, the execution and delivery of any financing statements, amendments thereto and continuation statements, the delivery of Tangible Chattel Paper, Documents, Instruments or Investment Property to the Secured Party, the obtaining of landlords' and mortgagees' waivers required by the Secured Party, the notation of encumbrances in favor of the Secured Party on certificates of title, and the execution and filing of any collateral assignments and any other instruments requested by the Secured Party to perfect its Security Interest in any and all of the Debtor's General Intangibles. 3.2 The Debtor hereby authorizes the Secured Party, at any time and from time to time, to file financing statements, continuation statements and amendments thereto that describe the Collateral in particular or as all assets of the Debtor or words of similar effect and which contain any other information required by the U.C.C. for the sufficiency or filing office acceptance of any financing statement, continuation statement or amendment, including whether the Debtor is an organization, the type of organization and any organization identification number issued to the Debtor. The Debtor agrees to furnish any such information to the Secured Party promptly upon request. Any such financing statements, continuation statements or amendments may be filed at any time in any jurisdiction whether or not Revised Article 9 is then in effect in that jurisdiction. 3.3 The Debtor shall, at any time and from time to time, take such steps as the Secured Party may reasonably require for the Secured Party, (Ai) to obtain an acknowledgment, in form and substance satisfactory to the Secured Party, of any third party having possession of any of the Collateral that the third party holds such Collateral for the benefit of the Secured Party, (ii) to obtain "control" (as described in the U.C.C.) of any Investment Property, Deposit Accounts, Letter-of-Credit Rights or Electronic Chattel Paper, with any agreements, establishing control to be in form and substance satisfactory to the Secured Party, and (iii) otherwise to ensure the continued perfection and priority of the Secured Party's security interest in any of the Collateral and of the preservation of its rights therein. 3.4 The Debtor will, at its expense, execute, deliver, file and record (in such manner and form as the Secured Party may at any time reasonably require), or permit and authorize the Secured Party to file and record, any financing statements, any carbon, photographic or other reproduction of a financing statement or of this Security Agreement (which shall be sufficient as a financing statement hereunder), any specific assignments or other paper that may be reasonably necessary or desirable, desirable or that the Secured Party may request, in order to create, preserve, perfect perfect, continue or validate any Security Interest or to enable the Secured Security Party to exercise and enforce its rights hereunder with respect to any of the Collateral, including without limitation, continuation statements, amendments, and "in-lieu" statements. Pursuant to Section 9-509(a) of the UCC, the Debtor hereby authorizes the Secured Party to prepare and file without the Debtor's signature any financing statements under Article 9 of the UCC which names the Debtor and the Secured Party and pertains to the Security Interests. Additionally, the Debtor hereby appoints the Secured Party as Debtor's attorney-in-fact, coupled with an interest, to execute in the name and behalf of Debtor such additional financing statements and related paper, if any, as the Secured Party may require. (B) If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Debtor's agents or processors, then the Debtor shall notify the Secured Party of the same within a reasonable time after becoming aware thereof and shall obtain a bailee letter acknowledged by the bailee that notifies such person of the Secured Party's security interest in such Collateral and instructs such person to hold all such Collateral for the Secured Party's account subject to the Secured Party's instructions.

Filing; Further Assurances. (Aa) The Debtor will, at its expense, cause to be searched the public records with respect to the Collateral and will execute, deliver, file and record (in such manner and form as each of the Secured Party Parties may require), or permit each of the Secured Party Parties to file and record, as its attorney in fact, any financing statementsstatement, any carbon, photographic or other reproduction of a financing statement or this Security Agreement (which shall be sufficient as a financing statement hereunder), any specific assignments or other paper that may be reasonably necessary or desirable, or that the Secured Party Parties may request, in order to create, preserve, perfect or validate any Security Interest or to enable each of the Secured Party Parties to exercise and enforce its rights hereunder with respect to any of the Collateral, including without limitation, continuation statements, amendments, and "in-lieu" statements. Pursuant to Section 9-509(a) of the UCC, the Debtor hereby authorizes the Secured Party to prepare and file without the Debtor's signature any financing statements under Article 9 of the UCC which names the Debtor and the Secured Party and pertains to the Security Interests. Additionally, the The Debtor hereby appoints the each Secured Party as Debtor's attorney-in-fact, coupled with an interest, fact to execute in the name and behalf of Debtor such additional financing statements and related paper, if any, as the such Secured Party may requirerequest. (Bb) If any Collateral is at any time Each Secured Party has designated an Agent as provided in the possession or control Section titled "Agent" below. Among other things, such Agent shall be agent of any warehouseman, bailee or any of the Debtor's agents or processors, then the Debtor shall notify the each such Secured Party for execution of and identification on any financing statement or similar instrument referring to or describing the same within a reasonable time after becoming aware thereof Collateral. (c) The Agent is authorized to execute and shall obtain a bailee letter acknowledged file any and all financing statements desired to be filed by the bailee that notifies such person of relevant Secured Party to reflect the Secured Party's security interest in the Collateral in any and all jurisdictions. For such Collateral purposes, the Debtor irrevocably appoints the Agent (acting by Xxxxxx X. Xxxxxxx and instructs Xxxxxx Xxxxxxxx, or either one of them), with full power of substitution to execute and file such person to hold all such Collateral for financing statements naming the Secured Party's account subject to the Secured Party's instructionsDebtor as debtor thereon.

Filing; Further Assurances. (Aa) The Debtor will, at its expense, cause to be searched the public records with respect to the Collateral and will execute, deliver, file and record (in such manner and form as the Secured Party may require), or permit the Secured Party to file and record, as its attorney in fact, any financing statements, any carbon, photographic or other reproduction of a financing statement or this Security Agreement (which shall be sufficient as a financing statement hereunder), any specific assignments or other paper that may be reasonably necessary or desirable, or that the Secured Party may request, in order to create, preserve, perfect or validate any Security Interest or to enable the Secured Party to exercise and enforce its rights hereunder with respect to any of the Collateral, including without limitation, continuation statements, amendments, and "in-lieu" statements. Pursuant to Section 9-509(a) of the UCC, the Debtor hereby authorizes the Secured Party to prepare and file without the Debtor's signature any financing statements under Article 9 of the UCC which names the Debtor and the Secured Party and pertains to the Security Interests. Additionally, the The Debtor hereby appoints the Secured Party as Debtor's attorney-in-fact, coupled with an interest, fact to execute in the name and behalf of Debtor such additional financing statements and related paperas Secured Party may request. (b) Each Secured Party has designated an Agent as provided in Section titled "Agent" below. Among other things, if any, as such Agent shall be agent of the Secured Party may requirefor execution of and identification on any financing statement or similar instrument referring to or describing the Collateral. (Bc) If The Agent is authorized to execute and file any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Debtor's agents or processors, then the Debtor shall notify and all financing statements desired to be filed by the Secured Party of Parties to reflect the same within a reasonable time after becoming aware thereof and shall obtain a bailee letter acknowledged by the bailee that notifies such person of the Secured Party's security interest in the Collateral in any and all jurisdictions. For such Collateral purposes, the Debtor irrevocably appoints the Agent (acting by Xxxxxx X. Xxxxxxx or Xxxxxx Xxxxxxxx, or either one of them), with full power of substitution to execute and instructs file such person to hold all such Collateral for financing statements naming the Secured Party's account subject to the Secured Party's instructionsDebtor as debtor thereon.

Filing; Further Assurances. (Aa) The Debtor will deliver the Fone Securities, together with multiple copies of duly executed and otherwise completed stock powers sufficient to proceed with the transfer of such securities without any substantial action on the part of the Secured Party, to the Secured Party or the Agent or the designee of the Agent. (b) The Debtor will, at its expense, execute, deliver, file and record (in such manner and form as the Secured Party may require), or permit the Secured Party to file and record, any financing statements, any carbon, photographic or other reproduction of a financing statement or this Security Agreement (which shall be sufficient as a financing statement hereunder), any specific assignments or other paper that may be reasonably necessary or desirable, or that the Secured Party may request, in order to create, preserve, perfect or validate any Security Interest or to enable the Secured Party to exercise and enforce its rights hereunder with respect to any of the Collateral, including without limitation, continuation statements, amendments, and "in-lieu" statements. Pursuant to Section 9-509(a) Effective upon the existence of the UCC, the an Debtor hereby authorizes the Secured Party to prepare and file without the Debtor's signature any financing statements under Article 9 Event of the UCC which names the Debtor and the Secured Party and pertains to the Security Interests. AdditionallyDefault (as defined below), the Debtor hereby appoints the Secured Party as Debtor's attorney-in-fact, coupled with an interest, fact to execute in the name and behalf of Debtor such additional financing statements as Secured Party may request. (c) Solely for administrative convenience and related papernot for any other purpose, if any, as each Secured Party has designated Xxxxxxx & Xxxxxx XX agent for the Secured Party may require. (Bthe "Agent") If any Collateral is at any time in the possession or control for purposes of any warehousemantaking possession, bailee or any of the Debtor's agents or processorsas agent for and on behalf of, then the Debtor shall notify the Secured Party of the same within a reasonable time after becoming aware thereof Fone Securities, and for execution of and identification on any financing statement or similar instrument referring to or describing the Collateral. Such designation shall obtain a bailee letter acknowledged remain in effect until canceled by such Secured Party; provided, however, that such cancellation shall not affect the bailee validity of any action theretofore taken by such agent pursuant to this provision. The Debtor acknowledges and agrees to honor such designation and acknowledges that notifies such person the Agent is acting as the agent of the Secured Party's security interest in such Collateral Party and instructs such person to hold all such Collateral for the Secured Party's account subject to the Secured Party's instructions.not as a principal..

Filing; Further Assurances. (A) The Debtor will, at its expense, execute, deliver, file and record (in such manner and form as the Secured Party may reasonably require), or permit the authorize Secured Party to file and record, any financing statementsstatements (in a commercially reasonable form), any carbon, photographic or other reproduction of a financing statement or this Security Agreement (which the parties hereto agree shall be sufficient as a financing statement hereunder), any specific assignments or other paper that may be reasonably necessary or desirable, or that the Secured Party may reasonably request, in order to create, confirm, preserve, perfect or validate any Security Interest or to enable the Secured Party to exercise and enforce its rights and remedies hereunder or under Applicable Law with respect to any of the Collateral, including without limitation, continuation statements, amendments, and "in-lieu" statements. Pursuant to Section 9-509(a) of the UCC, the Debtor hereby authorizes the Secured Party to prepare and file without the Debtor's signature any financing statements under Article 9 of the UCC which names the Debtor and the Secured Party and pertains to the Security Interests. Additionally, the Debtor hereby appoints the Secured Party as Debtor's attorney-in-factParty, which appointment is irrevocable and coupled with an interest, as Debtor’s attorney-in-fact to prepare, execute and file (with or without signatures) in the name and on behalf of Debtor or otherwise such additional financing statements and related paper, if any, and/or other instruments or recordings as the Secured Party may require. (B) If any Collateral is at any time request or require with respect to the Collateral and the Security Interests and Debtor hereby ratifies any such financing statements filed by Secured Party prior to the Effective Date. Debtor shall at any time and from time to time, take such steps as Secured Party may reasonably request for Secured Party to insure the continued perfection and priority of the Security Interests in the possession or control of any warehouseman, bailee or any of the Debtor's agents or processors, then the Debtor shall notify the Secured Party Collateral and of the same within a reasonable time after becoming aware thereof and shall obtain a bailee letter acknowledged by the bailee that notifies such person preservation of the Secured Party's security interest in such Collateral and instructs such person to hold all such Collateral for the Secured Party's account subject to the Secured Party's instructions’s rights therein.

Filing; Further Assurances. (Aa) The Debtor will, at its expense, execute, deliver, file and record (in such manner and form as the Secured Party may require), or permit the Secured Party to file and record, any financing statements, any carbon, photographic or other reproduction of a financing statement or this Security Interest Agreement (which shall be sufficient as a financing statement hereunder), any specific assignments or other paper that may be reasonably necessary or desirable, or that the Secured Party may request, in order to create, preserve, perfect or validate any Security Interest or to enable the Secured Party to exercise and enforce its rights hereunder with respect to any of the Collateral, including without limitation, continuation statements, amendments, and "in-lieu" statements. Pursuant to Section 9-509(a) Effective upon the existence of the UCC, the an Debtor hereby authorizes the Secured Party to prepare and file without the Debtor's signature any financing statements under Article 9 Event of the UCC which names the Debtor and the Secured Party and pertains to the Security Interests. AdditionallyDefault (as defined below), the Debtor hereby appoints the Secured Party as Debtor's attorneyDebtxx'x xttorney-in-fact, coupled with an interest, fact to execute in the name and behalf of Debtor such additional financing statements as Secured Party may request. (b) Solely for administrative convenience and related papernot for any other purpose, if any, each Secured Party has designated Kriexxx & Xragxx XX xx act as agent for and on behalf of the Secured Party may require. (Bthe "Agent") If for purposes of taking possession of the Collateral and for execution of and identification on any Collateral is at any time financing statement or similar instrument referring to or describing the Collateral. Such agency designation shall remain in effect until canceled by such Secured Party; provided, however, that such cancellation shall not affect the possession or control validity of any warehouseman, bailee or any action theretofore taken by such agent pursuant to this provision. The Debtor acknowledges and agrees to honor such designation and acknowledges that the Agent is acting as the agent of the Debtor's agents or processors, then the Debtor shall notify the Secured Party of the same within and not as a reasonable time after becoming aware thereof and shall obtain a bailee letter acknowledged by the bailee that notifies such person of the Secured Party's security interest in such Collateral and instructs such person to hold all such Collateral for the Secured Party's account subject to the Secured Party's instructionsprincipal.

Filing; Further Assurances. (A) 2.1. The Debtor will, at its expense, cause to be searched the public records with respect to the Collateral and will execute, deliver, file and record (in such manner and form as each of the Secured Party Parties may require), or permit each of the Secured Party Parties to file and record. as its attorney in fact, any financing statementsstatement, any carbon, photographic or other reproduction of a financing statement or this Security Agreement (which shall be sufficient as a financing statement hereunder), any specific assignments or other paper that may be reasonably necessary or desirable, or that the Secured Party Parties may request, in order to create, preserve, perfect or validate any Security Interest or to enable each of the Secured Party Parties to exercise and enforce its rights hereunder with respect to any of the Collateral, including without limitation, continuation statements, amendments, and "in-lieu" statements. Pursuant to Section 9-509(a) of the UCC, the Debtor hereby authorizes the Secured Party to prepare and file without the Debtor's signature any financing statements under Article 9 of the UCC which names the Debtor and the Secured Party and pertains to the Security Interests. Additionally, the The Debtor hereby appoints the each Secured Party as Debtor's ’s attorney-in-fact, coupled with an interest, fact to execute in the name and behalf of Debtor such additional financing statements and related paper, if any, as the such Secured Party may requirerequest. (B) If any Collateral is at any time 1. Secured Parties holding a majority of the aggregate amounts due under the Notes may designate an Agent as provided in the possession or control Section titled “Agent” below. Among other things, any such Agent shall be agent of any warehouseman, bailee or any of the Debtor's agents or processors, then the Debtor shall notify the each Secured Party for execution of and identification on any financing statement or similar instrument referring to or describing the same within a reasonable time after becoming aware thereof Collateral. 2. The Agent is authorized to execute and shall obtain a bailee letter acknowledged file any and all financing statements desired to be filed by the bailee that notifies such person of relevant Secured Party to reflect the Secured Party's security interest in the Collateral in any and all jurisdictions (including the U.S. Patent and Trademark Office). For such Collateral purposes, the Debtor irrevocably appoints the Agent, with full power of substitution to execute and instructs file such person to hold all such Collateral for financing statements naming the Secured Party's account subject to the Secured Party's instructionsDebtor as debtor thereon.

Filing; Further Assurances. (Aa) The Debtor will, at its expense, cause to be searched the public records with respect to the Collateral and will execute, deliver, file and record (in such manner and form as the Secured Party may reasonably require), or permit the Secured Party to file and record, as its attorney in fact for such purpose, any financing statementsstatement, any carbon, photographic or other reproduction of a financing statement or this Security Interest Agreement (which shall be sufficient as a financing statement hereunder), any specific assignments or other paper that may be reasonably necessary or desirable, or that the Secured Party may reasonably request, in order to create, preserve, perfect or validate any Security Interest or to enable the Secured Party to exercise and enforce its rights hereunder with respect to any of the Collateral. In cases where the Secured Party, including without limitationacting through the Agent, continuation statements, amendmentshas requested an additional financing statement to preserve the rights of the Secured Party, and "in-lieu" statements. Pursuant to Section 9-509(a) of the UCC, the Debtor hereby authorizes the Secured Party to prepare and file without the Debtor's signature any financing statements under Article 9 has not provided same within 3 Trading Days of the UCC which names the Debtor and the Secured Party and pertains to the Security Interests. Additionallysuch request, the Debtor hereby appoints the Secured Party Agent as Debtor's attorney-in-fact, coupled with an interest, fact to execute in the name and behalf of Debtor such additional financing statements and related paperas Secured Party may request. (b) Each Secured Party has designated an Agent as provided in Section titled “Agent” below. Among other things, if any, as such Agent shall be agent of the Secured Party may requirefor execution of and identification on any financing statement or similar instrument referring to or describing the Collateral. (Bc) If Debtor does not comply with Section 2(a) hereof in a prompt manner, the Agent is authorized to execute and file any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Debtor's agents or processors, then the Debtor shall notify and all financing statements desired to be filed by the Secured Party of Parties to reflect the same within a reasonable time after becoming aware thereof and shall obtain a bailee letter acknowledged by the bailee that notifies such person of the Secured Party's security interest in the Collateral in any and all jurisdictions. For such Collateral purposes, the Debtor irrevocably appoints the Agent (acting by Xxxxxx X. Xxxxxxx and instructs Xxxxxx Xxxxxxxx, or either one of them), with full power of substitution to execute and file such person to hold all such Collateral for financing statements naming the Secured Party's account subject to the Secured Party's instructionsDebtor as debtor thereon.

Filing; Further Assurances. (Aa) The Debtor will, at its expense, cause to be searched the public records with respect to the Collateral and will execute, deliver, file and record (in such manner and form as the Secured Party may reasonably require), or permit the Secured Party to file and record, as its attorney in fact for such purpose, any financing statementsstatement, any carbon, photographic or other reproduction of a financing statement or this Security Interest Agreement (which shall be sufficient as a financing statement hereunder), any specific assignments or other paper that may be reasonably necessary or desirable, or that the Secured Party may reasonably request, in order to create, preserve, perfect or validate any Security Interest or to enable the Secured Party to exercise and enforce its rights hereunder with respect to any of the Collateral, including without limitation, continuation statements, amendments, and "in-lieu" statements. Pursuant to Section 9-509(a) of the UCC, the Debtor hereby authorizes the Secured Party to prepare and file without the Debtor's signature any financing statements under Article 9 of the UCC which names the Debtor and the Secured Party and pertains to the Security Interests. Additionally, the The Debtor hereby appoints the Secured Party as Debtor's attorney-in-fact, coupled with an interest, fact to execute in the name and behalf of Debtor such additional financing statements and related paperas Secured Party may request. (b) Each Secured Party has designated an Agent as provided in Section titled "Agent" below. Among other things, if any, as such Agent shall be agent of the Secured Party may requirefor execution of and identification on any financing statement or similar instrument referring to or describing the Collateral. (Bc) If Debtor does not comply with Section 2(a) hereof in a prompt manner, the Agent is authorized to execute and file any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Debtor's agents or processors, then the Debtor shall notify and all financing statements desired to be filed by the Secured Party of Parties to reflect the same within a reasonable time after becoming aware thereof and shall obtain a bailee letter acknowledged by the bailee that notifies such person of the Secured Party's security interest in the Collateral in any and all jurisdictions. For such Collateral purposes, the Debtor irrevocably appoints the Agent (acting by Sxxxxx X. Xxxxxxx and instructs Rxxxxx Xxxxxxxx, or either one of them), with full power of substitution to execute and file such person to hold all such Collateral for financing statements naming the Secured Party's account subject to the Secured Party's instructionsDebtor as debtor thereon.

Filing; Further Assurances. (A) The Debtor willshall, at its expense, execute, deliverfile, file record and record deliver to Secured Party (in such manner and form as the Secured Party may shall require)) any financing statements and any other documents, necessary or permit appropriate to preserve, perfect, validate or protect the security interest granted to Secured Party hereunder against the rights and interests of third parties. and shall cooperate with the Secured Party to file and record, any cause the same to be duly filed in all places necessary to perfect the security interest of Secured Party in the Collateral. This shall include (a) all financing statements, any (b) all carbon, photographic or other reproduction reproductions of a financing statement statements or this Security Agreement (which shall be sufficient as a financing statement hereunder), (c) all endorsements to title to any vehicles or other Collateral as may be required in order to perfect the Security Interest therein, and (d) all specific assignments or other paper papers that may be reasonably necessary or desirable, or that the Secured Party may request, in order to create, preserve, perfect or validate any Security Interest or to enable the Secured Party to exercise and enforce its rights hereunder with respect to any of the Collateral, including without limitation, . In the event that any recording or refiling thereof (or filing of any statements of continuation statements, amendments, or assignment of any financing statement) is required to protect and "in-lieu" statements. Pursuant to Section 9-509(a) of the UCCpreserve such security interest, the Debtor, at its own cost and expense, shall cause the same to be re-recorded and/or re-filed at the time and in the manner requested by the Secured Party. The Debtor hereby authorizes the Secured Party to prepare and file without the Debtor's signature or re-file any financing statements, continuation statements, and/or amended statements under Article 9 of the UCC which names the Debtor and the Secured Party and pertains with respect to the Security InterestsInterest granted pursuant to this Agreement which at anytime may be required or appropriate, although the same may have been executed only by Secured Party, and to execute such financing statement on behalf of the Debtor. Additionally, the The Debtor hereby appoints the Secured Party as Debtor's irrevocably designates Ezzat Jalldad, its agents, representatives and designees, ax xxent and attorney-in-factfact for the Debtor for the aforesaid purposes. In addition, coupled with an interest, to execute in the name event and behalf of Debtor such additional financing statements and related paper, if any, as to the Secured Party may require. (B) If any Collateral is at any time in the possession or control of any warehouseman, bailee or extent that any of Collateral consists of or is represented by instruments or other evidences of ownership such as would require physical possession of same in order to perfect the Debtor's agents or processorsSecurity Interest therein, then the Debtor shall notify the Secured Party of the will promptly, at its expense, deliver same within a reasonable time after becoming aware thereof and shall obtain a bailee letter acknowledged by the bailee that notifies such person of the Secured Party's security interest in such Collateral and instructs such person to hold all such Collateral for the Secured Party's account subject to the Secured Party's instructions, with any necessary endorsements thereon.

Filing; Further Assurances. (Aa) The Debtor Each of the Grantors will, at its expense, execute, deliver, file and record (in such manner and form as the Secured Party Parties may require), or permit the Secured Party Parties to file and record, any financing statements, any carbon, photographic or other reproduction of a financing statement or this Security Agreement (which the parties hereto agree shall be sufficient as a financing statement hereunder), any specific assignments or other paper that may be reasonably necessary or desirable, or that the Secured Party Parties may reasonably request, in order to create, preserve, perfect or validate any the Security Interest or to enable the Secured Party Parties to exercise and enforce its rights and remedies hereunder or under applicable law with respect to any of the Collateral. (b) The Secured Parties may at any time and from time to time, including without limitationthe any of the Grantors' further signature or authorization file financing statements, continuation statements, amendments, statements and "in-lieu" statements. Pursuant to Section 9-509(a) of amendments thereto that describe the UCC, the Debtor hereby authorizes the Secured Party to prepare Collateral as specified herein and file without the Debtor's signature that contain any financing statements under other information required by Article 9 of the UCC which names Uniform Commercial Code, in effect from time to time, (the Debtor "UCC") for the sufficiency or filing office acceptance of any financing statement, continuation statement or amendment, including whether any of the Grantors is an organization, the type of organization and any organization identification number issued to the Grantors. Each of the Grantors agrees to furnish any such information to the Secured Party Parties promptly upon request. (c) Each of the Grantors shall at any time and pertains from time to the Security Interests. Additionally, the Debtor hereby appoints the Secured Party as Debtor's attorney-in-fact, coupled with an interest, to execute in the name and behalf of Debtor time take such additional financing statements and related paper, if any, steps as the Secured Party Parties may require. reasonably request for the Secured Parties (Bi) If any Collateral is at any time to obtain an acknowledgement, in form and substance satisfactory to the possession or control Secured Parties, of any warehouseman, bailee or having possession of any of the Debtor's agents or processors, then the Debtor shall notify the Secured Party of the same within a reasonable time after becoming aware thereof and shall obtain a bailee letter acknowledged by Collateral that the bailee that notifies such person of the Secured Party's security interest in such Collateral and instructs such person to hold all holds such Collateral for the Secured Party's account subject Parties and (ii) otherwise to insure the continued perfection and priority of the Secured Party's instructionsParties' Security Interest and of the preservation of the Secured Parties' rights therein, including, without limitation, taking such steps as reasonably requested by Secured Parties to preserve the Secured Parties' perfected Security Interests in any portion of the Collateral located in Mexico or otherwise outside of any jurisdiction where the financing statements on record prior to any such re-location are insufficient to preserve the Secured Parties' perfected Security Interest in such portion of the Collateral.

Filing; Further Assurances. 3.1 The Debtor agrees to cooperate and join, at its expense, with the Secured Party in taking such steps as are necessary, in the Secured Party's commercially reasonable judgment, to perfect or continue the perfected status of the Security Interests granted hereunder, including, without limitation, the execution and delivery of any financing statements, amendments thereto and continuation statements, the delivery of Tangible Chattel Paper, Documents, Instruments or Investment Property to the Secured Party, the obtaining of landlords' and mortgagees' waivers required by the Secured Party, the notation of encumbrances in favor of the Secured Party on certificates of title, and the execution and filing of any collateral assignments and any other instruments requested by the Secured Party to perfect its Security Interest in any and all of the Debtor's General Intangibles. 3.2 The Debtor hereby authorizes the Secured Party, at any time and from time to time, to file financing statements, continuation statements and amendments thereto that describe the Collateral in particular or as all assets of the Debtor or words of similar effect and which contain any other information required by the U.C.C. for the sufficiency or filing office acceptance of any financing statement, continuation statement or amendment, including whether the Debtor is an organization, the type of organization and any organization identification number issued to the Debtor. The Debtor agrees to furnish any such information to the Secured Party promptly upon request. Any such financing statements, continuation statements or amendments may be filed at any time in any jurisdiction whether or not Revised Article 9 is then in effect in that jurisdiction. 3.3 The Debtor shall, at any time and from time to time, take such steps as the Secured Party may reasonably require for the Secured Party, (Ai) to obtain an acknowledgment, in fo1m and substance satisfactory to the Secured Party, of any third party having possession of any of the Collateral that the third party holds such Collateral for the benefit of the Secured Party, (ii) to obtain "control" (as described in the U.C.C.) of any Investment Property, Deposit Accounts, Letter-of-Credit Rights or Electronic Chattel Paper, with any agreements, establishing control to be in form and substance satisfactory to the Secured Party, and (iii) otherwise to ensure the continued perfection and priority of the Secured Party's security interest in any of the Collateral and of the preservation of its rights therein. 3.4 The Debtor will, at its expense, execute, deliver, file and record (in such manner and form as the Secured Party may at any time reasonably require), or permit and authorize the Secured Party to file and record, any financing statements, any carbon, photographic or other reproduction of a financing statement or of this Security Agreement (which shall be sufficient as a financing statement hereunder), any specific assignments or other paper that may be reasonably necessary or desirable, desirable or that the Secured Party may request, in order to create, preserve, perfect perfect, continue or validate any Security Interest or to enable the Secured Security Party to exercise and enforce its rights hereunder _with respect to any of the Collateral, including without limitation, continuation statements, amendments, and "in-lieu" statements. Pursuant to Section 9-509(a) of the UCC, the Debtor hereby authorizes the Secured Party to prepare and file without the Debtor's signature any financing statements under Article 9 of the UCC which names the Debtor and the Secured Party and pertains to the Security Interests. Additionally, the Debtor hereby appoints the Secured Party as Debtor's attorney-in-fact, coupled with an interest, to execute in the name and behalf of Debtor such additional financing statements and related paper, if any, as the Secured Party may require. (B) If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Debtor's agents or processors, then the Debtor shall notify the Secured Party of the same within a reasonable time after becoming aware thereof and shall obtain a bailee letter acknowledged by the bailee that notifies such person of the Secured Party's security interest in such Collateral and instructs such person to hold all such Collateral for the Secured Party's account subject to the Secured Party's instructions.