Common use of Financing Statements; Further Assurances Clause in Contracts

Financing Statements; Further Assurances. Each Borrower hereby authorizes Lender to file a financing statement or statements in connection with the Account Collateral in the form required to properly perfect Lender’s security interest in the Account Collateral to the extent that it may be perfected by such a filing. Each Borrower agrees that at any time and from time to time, at the expense of Borrowers, such Borrower shall promptly execute and deliver all further instruments, and take all further action, that Lender may reasonably request, in order to perfect and protect the pledge, security interest and Lien granted or purported to be granted hereby, or to enable Lender to exercise and enforce Lender’s rights and remedies hereunder with respect to, the Collateral. Such financing statements may describe the collateral in the same manner as described in any security agreement or pledge agreement entered into by the parties in connection herewith or may contain an indication or description of collateral that describes such property in any other manner as Lender may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to Lender in connection herewith, including, without limitation, describing such property as “all assets” or “all personal property” of Borrower whether now owned or hereafter acquired. From time to time, at the expense of Borrower, Borrower shall promptly execute and deliver all further instruments, and take all further action, that Lender may reasonably request, in order to continue the perfection and protection of the pledge and security interest granted or purported to be granted hereby.

Financing Statements; Further Assurances. Each Borrower hereby (a) Pursuant to any applicable law, each Grantor authorizes Lender the Collateral Agent to file a or record financing statements and other filing or recording documents or instruments with respect to the Collateral without the signature of such Grantor in such form and in such offices as the Collateral Agent determines appropriate to perfect the security interests granted hereby. Each Grantor authorizes the Collateral Agent to use the collateral description “all personal property” or “all assets” in any such financing statements. Each Grantor hereby ratifies and authorizes the filing by the Collateral Agent of any financing statement or statements in connection with the Account Collateral in the form required to properly perfect Lender’s security interest in the Account Collateral respect to the extent that it may be perfected Collateral made prior to the date hereof. (b) Upon request to a Grantor by such a filing. Each Borrower agrees that the Collateral Agent, at any time following the execution of this Agreement, and at any time and from time to timetime thereafter, at the expense of Borrowers, such Borrower each Grantor shall promptly execute all financing statements, assignments, continuation financing statements, termination statements, account control agreements, intellectual property security agreements and deliver all further other documents and instruments, in form reasonably satisfactory to the Collateral Agent, and take all further other action, that Lender as the Collateral Agent may reasonably request, including, without limitation, the provision of assistance in the preparation of any of the aforementioned documents and instruments and the filing of intellectual property security agreements with the United States Patent and Trademark Office and the United States Copyright Office, to perfect and continue perfected, maintain the priority of or provide notice of the security interest of the Collateral Agent in the Collateral and to accomplish the purposes of this Agreement. Without limiting the generality of the foregoing, each Grantor will: (a) (i) execute (if necessary) and file such financing or continuation statements, or amendments thereto, (ii) execute and deliver, and cause to be executed and delivered, agreements establishing that the Collateral Agent has control of deposit accounts and Investment Property of such Grantor and (iii) deliver such instruments or notices, in each case, as may be necessary or desirable, or as Collateral Agent may request, in order to perfect and protect preserve the pledge, security interest and Lien interests granted or purported to be granted hereby, or ; (b) furnish to enable Lender the Collateral Agent from time to exercise time statements and enforce Lender’s rights schedules further identifying and remedies hereunder with respect to, describing the Collateral. Such financing statements may describe the collateral in the same manner as described in any security agreement or pledge agreement entered into by the parties Collateral and such other reports in connection herewith or may contain an indication or description of collateral that describes such property in any other manner with the Collateral as Lender may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to Lender in connection herewith, including, without limitation, describing such property as “all assets” or “all personal property” of Borrower whether now owned or hereafter acquired. From time to time, at the expense of Borrower, Borrower shall promptly execute and deliver all further instruments, and take all further action, that Lender Collateral Agent may reasonably request, all in order reasonable detail; (c) at any reasonable time, upon request by the Collateral Agent, exhibit the Collateral to continue the perfection and protection allow inspection of the pledge Collateral by the Collateral Agent, or persons designated by the Collateral Agent; (d) at Collateral Agent’s request, appear in and defend any action or proceeding that may affect such Grantor’s title to or the Collateral Agent’s security interest granted in all or purported any part of the Collateral; and (e) use commercially reasonable efforts to be granted herebyobtain any necessary consents of third parties to the creation and perfection of a security interest in favor of the Collateral Agent with respect to any Collateral.

Financing Statements; Further Assurances. Each Borrower hereby (a) Pursuant to any applicable law, each Grantor authorizes Lender the Collateral Agent to file a or record financing statements and other filing or recording documents or instruments with respect to the Collateral without the signature of such Grantor in such form and in such offices as the Collateral Agent determines appropriate to perfect the security interests granted hereby. Each Grantor authorizes the Collateral Agent to use the collateral description “all personal property” or “all assets” in any such financing statements. Each Grantor hereby ratifies and authorizes the filing by the Collateral Agent of any financing statement or statements in connection with the Account Collateral in the form required to properly perfect Lender’s security interest in the Account Collateral respect to the extent that it may be perfected Collateral made prior to the date hereof. (b) Upon request to a Grantor by such a filing. Each Borrower agrees that the Collateral Agent, at any time following the execution of this Agreement, and at any time and from time to timetime thereafter, at the expense of Borrowers, such Borrower each Grantor shall promptly execute execute, acknowledge and deliver deliver, or cause the execution acknowledgment and delivery of, and, as applicable, thereafter register, file or record, or cause to be registered, filed or recorded, all further financing statements, assignments, continuation financing statements, termination statements, account control agreements, intellectual property security agreements and other documents and instruments, in form reasonably satisfactory to the Collateral Agent, and take all further other action, that Lender as the Collateral Agent may reasonably request, including, without limitation, the provision of assistance in the preparation of any of the aforementioned documents and instruments and the filing of intellectual property security agreements with the United States Patent and Trademark Office and the United States Copyright Office, to perfect and continue perfected, maintain the priority of or provide notice of the security interest of the Collateral Agent in the Collateral subject to no Liens other than Permitted Liens and to accomplish the purposes of this Agreement. Without limiting the generality of the foregoing, each Grantor will: (a) (i) execute (if necessary) and file such financing or continuation statements, or amendments thereto, (ii) execute and deliver, and cause to be executed and delivered, agreements establishing that the Collateral Agent has control of deposit accounts and Investment Property of such Grantor and (iii) deliver such instruments or notices, in each case, as may be necessary or desirable, or as Collateral Agent may request, in order to perfect and protect preserve the pledge, security interest and Lien interests granted or purported to be granted hereby; (b) furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail; (c) at any reasonable time, upon request by the Collateral Agent, exhibit the Collateral to and allow inspection of the Collateral by the Collateral Agent, or to enable Lender to exercise and enforce Lender’s rights and remedies hereunder with respect to, the Collateral. Such financing statements may describe the collateral in the same manner as described in any security agreement or pledge agreement entered into persons designated by the parties Collateral Agent; (d) at Collateral Agent’s request, appear in connection herewith and defend any action or proceeding that may contain an indication affect such Grantor’s title to or description of collateral that describes such property in any other manner as Lender may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the Collateral Agent’s security interest in all or any part of the collateral granted Collateral; and (e) use commercially reasonable efforts to Lender obtain any necessary consents of third parties to the creation and perfection of a security interest in connection herewithfavor of the Collateral Agent with respect to any Collateral. Upon the exercise by the Collateral Agent or the Secured Parties of any power, includingright, without limitationprivilege or remedy pursuant to this Security Agreement, describing such property as “all assets” the Purchase Agreement or “all personal property” the Related Documents which requires any consent, approval, registration, qualification or authorization of Borrower whether now owned or hereafter acquired. From time to timeany governmental authority, at the expense Grantor and each of Borrower, Borrower its Subsidiaries shall promptly execute and deliver all further instrumentsapplications, certifications, instruments and take all further action, other documents and papers that Lender the Collateral Agent or the Secured Parties may reasonably request, in order be so required to continue the perfection and protection of the pledge and security interest granted or purported to be granted herebyobtain.

Financing Statements; Further Assurances. (i) Each Borrower of the Obligors hereby authorizes Lender agrees to file a execute such financing statement statements (A) as may be requested by the Trustee or statements the Noteholders on or prior to the Effective Date, and (B) as the Trustee or the Majority Noteholders may from time to time request, and (C) at all times take such action (including, without limitation, the preparation and filing, at its own expense, of all continuation statements) as may be required to perfect (including in connection with the Account Collateral respect of after-acquired Property in the form required nature of Collateral) and to properly perfect Lender’s keep continuously perfected the Trustee's security interest and Lien in the Account Collateral Collateral. The Trustee is hereby authorized by each of the Obligors to execute and file any such financing statements and continuation statements on such Obligor's behalf, unless prohibited by law, and, if such Obligor fails to make such filings within five (5) days of any request therefor by the Trustee, the Trustee shall make such filings subject to the extent that it may be perfected provisions hereof. (ii) Each of the Obligors shall, at its sole cost and expense, perform all acts and execute all documents reasonably requested by such a filingthe Trustee or the Majority Noteholders from time to time to evidence, perfect, preserve the priority of, maintain or enforce the Trustee's security interests granted herein or otherwise in furtherance of the provisions of this Agreement. Each Borrower agrees that at At any time and from time to time, each of the Obligors shall, at the expense of Borrowersits sole cost and expense, such Borrower shall promptly execute and deliver to the Trustee such financing statements pursuant to the Uniform Commercial Code or other applicable law of any applicable jurisdiction, and shall execute, acknowledge, deliver and record, or will cause to be executed, acknowledged, delivered or recorded, all such further instruments, deeds, conveyances, mortgages, supplemental indentures, transfers, continuation statements and take all further actionassurances as are necessary or reasonably appropriate to perfect, that Lender preserve, protect, continue and maintain the perfection and priority of the Lien of the Trustee in and to the Collateral or, as the Trustee may reasonably requestrequire, for the better granting, bargaining, selling, remising, releasing, confirming, conveying, warranting, assigning, transferring, mortgaging, pledging, delivering and setting over to the Trustee every part of such security, or as may be required in order to perfect transfer to any successor trustee or trustees the estate, powers, instruments and protect funds held in trust hereunder. Each of the pledge, security interest Obligors hereby authorizes the Trustee to execute and Lien granted file at any time and from time to time one or purported to be granted hereby, more financing statements or to enable Lender to exercise copies thereof or of this Agreement (and enforce Lender’s rights and remedies hereunder any continuation statements in respect thereof) with respect toto the Collateral signed only by Trustee. In particular, and without limiting the Collateral. Such financing statements may describe generality of this clause (ii), (A) each of the collateral Obligors shall comply with the foregoing provisions of this clause (ii) with respect to (I) any and all of its Property located in any one or more of Canada and Mexico, and (II) any and all of its Property consisting of motor vehicles, and (B) the same manner as Company shall comply, prior to June 24, 1999, with the obligations described in any security agreement or pledge agreement entered into by the parties in connection herewith or may contain an indication or description of collateral that describes such property in any other manner as Lender may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection clause (v) of the security interest in the collateral granted to Lender in connection herewith, including, without limitation, describing such property as “all assets” or “all personal property” definition of Borrower whether now owned or hereafter acquired. From time to time, at the expense "Event of Borrower, Borrower shall promptly execute and deliver all further instruments, and take all further action, that Lender may reasonably request, in order to continue the perfection and protection of the pledge and security interest granted or purported to be granted herebyDefault" set forth herein.

Financing Statements; Further Assurances. (i) Each Borrower of the Obligors hereby authorizes Lender agrees to file a execute such financing statement or statements in connection with statements (A) as may be requested by the Account Collateral Noteholders (as defined in the form Trust Indenture) or the Bank Lenders (as defined in the Trust Indenture) on or prior to the Closing Date, and (B) as the Trustee or the Majority Beneficiaries may from time to time request, and take such other action (including, without limitation, the preparation and filing, at its own expense, of all continuation statements) as may be required to properly perfect Lender’s and to keep continuously perfected the Trustee's security interest and Lien in the Account Collateral Collateral. The Trustee is hereby authorized by each of the Obligors to execute and file any such financing statements and continuation statements on such Obligor's behalf, unless prohibited by law, and, if such Obligor fails to make such filings within five (5) days of any request therefor by the Trustee, the Trustee shall make such filings subject to the extent that it may be perfected provisions hereof. (ii) Each of the Obligors shall, at its sole cost and expense, perform all acts and execute all documents reasonably requested by such a filingthe Trustee or the Majority Beneficiaries from time to time to evidence, perfect, preserve the priority of, maintain or enforce the Trustee's security interests granted herein or otherwise in furtherance of the provisions of this Agreement. Each Borrower agrees that at At any time and from time to time, each of the Obligors shall, at the expense of Borrowersits sole cost and expense, such Borrower shall promptly execute and deliver to the Trustee such financing statements pursuant to the Uniform Commercial Code of any applicable jurisdiction, and shall execute, acknowledge, deliver and record, or will cause to be executed, acknowledged, delivered or recorded, all such further instruments, and take all further actiondeeds, that Lender may reasonably requestconveyances, in order to perfect and protect the pledgemortgages, security interest and Lien granted or purported to be granted hereby, or to enable Lender to exercise and enforce Lender’s rights and remedies hereunder with respect to, the Collateral. Such financing statements may describe the collateral in the same manner as described in any security agreement or pledge agreement entered into by the parties in connection herewith or may contain an indication or description of collateral that describes such property in any other manner as Lender may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to Lender in connection herewith, including, without limitation, describing such property as “all assets” or “all personal property” of Borrower whether now owned or hereafter acquired. From time to time, at the expense of Borrower, Borrower shall promptly execute and deliver all further instruments, and take all further action, that Lender may reasonably request, in order to continue the perfection and protection of the pledge and security interest granted or purported to be granted hereby.supplemental

Financing Statements; Further Assurances. Each Borrower The Guarantor hereby authorizes Lender the Agent to file a file, transmit or communicate, as applicable, UCC financing statement or statements and amendments in connection with the Account Collateral order to perfect each Secured Party’s first priority security interest in the Collateral without the Guarantor’s signature to the extent permitted by applicable law, provided that the Agent shall concurrently copy the Guarantor on all such filings. In addition to the foregoing, at any time upon the written request of the Agent, the Guarantor shall promptly (i) execute (or cause to be executed) and deliver to the Agent, any and all agreements, financing statements, certificates, instruments and other documents (the “Additional Documents”) upon which the Guarantor’s signature may be required and that the Agent may reasonably request in form required and substance satisfactory to properly the Agent, and/or (ii) perform any acts; in each case, to perfect Lenderand continue perfected or better perfect each Secured Party’s security interest in the Account Collateral (whether now owned or hereafter arising or acquired), and in order to fully consummate all of the transactions contemplated hereby and under the other Transaction Documents that the Agent reasonably believes to be necessary as a result of any amendment to the extent that it may be perfected by such a filing. Each Borrower agrees that at any time and Uniform Commercial Code in effect from time to timetime in the State of Florida (the “UCC”), at provided, that any Additional Documents that require the expense Guarantor to assume any new obligations shall be subject to the review and approval of Borrowersthe Guarantor, such Borrower shall promptly approval not to be unreasonably withheld or delayed. To the maximum extent permitted by applicable law, the Guarantor hereby authorizes the Agent to execute any such Additional Documents in the Guarantor’s name and deliver all further instrumentsauthorize the Agent to file such executed Additional Documents in any appropriate filing office, and take all further actionprovided, that Lender may reasonably requestany Additional Documents that require the Guarantor to assume any new obligations shall be subject to the review and approval of the Guarantor, in order to perfect and protect the pledge, security interest and Lien granted or purported such approval not to be granted herebyunreasonably withheld or delayed. The Guarantor also hereby ratifies its authorization for the Agent to have filed in any jurisdiction the financing statements or amendments thereto filed prior to the date hereof (if any), copies of which have previously been provided to the Guarantor. The Guarantor shall not terminate, amend or to enable Lender to exercise and enforce Lender’s rights and remedies hereunder file any correction statement with respect toto any UCC financing statement filed pursuant to this Agreement without obtaining the prior written consent of Secured Parties holding at least a majority of the Registrable Securities into which all of the Debentures then outstanding are convertible (without regard to any limitation on such conversion). The Guarantor appoints the Agent as the Guarantor’s attorney-in-fact, with a power of attorney to execute on behalf of the Collateral. Such financing statements Guarantor such Additional Documents and other similar instruments as the Agent may describe the collateral in the same manner as described in any security agreement from time to time deem necessary or pledge agreement entered into by the parties in connection herewith desirable to protect or may contain an indication or description of collateral that describes such property in any other manner as Lender may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of perfect the security interest in the collateral granted to Lender in connection herewithCollateral, including, without limitation, describing such property as “all assets” or “all personal property” of Borrower whether now owned or hereafter acquired. From time to time, at the expense of Borrower, Borrower shall promptly execute and deliver all further instruments, and take all further actionprovided, that Lender may reasonably request, in order any Additional Documents that require the Guarantor to continue assume any new obligations shall be subject to the perfection review and protection approval of the pledge and security interest granted or purported Guarantor, such approval not to be granted herebyunreasonably withheld or delayed. Such power of attorney is coupled with an interest and shall be irrevocable.

Financing Statements; Further Assurances. Each Borrower The Debtor hereby authorizes Lender the Secured Party to file a file, transmit, or communicate, as applicable, UCC financing statement or statements and amendments in connection with order to perfect the Account Collateral in the form required to properly perfect Lender’s Secured Party's first priority security interest in the Account Collateral without the Debtor's signature to the extent that it may be perfected permitted by such a filingapplicable law, including, but not limited to, describing the Collateral as "all personal property of debtor" or "all assets of debtor" or words of similar effect. Each Borrower agrees that Notwithstanding the foregoing, at any time upon the request of the Secured Party, the Debtor shall promptly execute (or cause to be executed) and deliver to the Secured Party, any and all financing statements, original financing statements in lieu of continuation statements, fixture filings, security agreements, pledges, assignments, endorsements or certificates of title, and all other instruments or documents (the "Additional Documents") upon which the Debtor's signature may be required and that the Secured Party may request in its discretion, in form and substance satisfactory to the Secured Party, and/or perform any acts, to perfect and continue perfected or better perfect the Secured Party's security interest in the Collateral (whether now owned or hereafter arising or acquired), and in order to fully consummate all of the transactions contemplated hereby, under the Purchase Agreement and/or any other agreement or document related thereto (including, without limitation, any amendment to this Agreement or the Purchase Agreement that becomes necessary, in the sole discretion of the Secured Party, as a result of any amendment to the UCC). To the maximum extent permitted by applicable law, the Debtor hereby authorizes the Secured Party to execute any such Additional Documents in the Debtor's name and authorizes the Secured Party to file such executed Additional Documents in any appropriate filing office. The Debtor also hereby ratifies its authorization for the Secured Party to have filed in any jurisdiction any financing statements or amendments thereto filed prior to the date hereof. The Debtor shall not terminate, amend or file any correction statement with respect to any UCC financing statement filed pursuant to this Agreement without the Secured Party's prior written consent. The Debtor appoints the Secured Party as the Debtor's attorney-in-fact, with a power of attorney to execute on behalf of the Debtor such Additional Documents and other similar instruments as the Secured Party may from time to time, at the expense of Borrowers, such Borrower shall promptly execute and deliver all further instruments, and take all further action, that Lender may reasonably request, in order time deem necessary or desirable to protect or perfect and protect the pledge, security interest and Lien granted or purported to be granted hereby, or to enable Lender to exercise and enforce Lender’s rights and remedies hereunder with respect to, the Collateral. Such financing statements may describe the collateral in the same manner as described in any security agreement or pledge agreement entered into by the parties in connection herewith or may contain an indication or description of collateral that describes such property in any other manner as Lender may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the collateral granted to Lender in connection herewith, including, without limitation, describing such property as “all assets” or “all personal property” Collateral. Such power of Borrower whether now owned or hereafter acquiredattorney is coupled with an interest and shall be irrevocable. From time to time, at the expense of Borrower, Borrower shall promptly execute and deliver all further instruments, and take all further action, that Lender may reasonably request, in order to continue the perfection and protection of the pledge and security interest granted or purported to be granted hereby.OBLIGATIONS SECURED