Common use of Grant and Perfection of Security Interest Clause in Contracts

Grant and Perfection of Security Interest. (a) As security for the payment or performance, as the case may be, of the Obligations, the Grantor hereby creates and grants to the Lender, its successors and its assigns, a continuing security interest in, lien upon, and right of setoff against, and hereby assigns to the Lender, all personal property and fixtures and interests of the Grantor, whether now owned or hereafter acquired or existing and wherever located (together with all other collateral security for the Obligations at any time granted to or held or acquired by the Lender), collectively the "Collateral", including, without limitation, all of the Grantor's right, title and interest in the following: (i) all Receivables; (ii) all General Intangibles; (iii) all goods, including, without limitation, Equipment; (iv) Chattel Paper, including, without limitation, all tangible and electronic chattel paper; (v) all Instruments, including, without limitation, all promissory notes; (vi) all Documents; (vii) all deposit accounts; (viii) all letters of credit, banker's acceptances and similar instruments and including all letter-of-credit rights; (ix) all supporting obligations and all present and future liens, security interests, rights, remedies, title and interest in, to and in respect of any Collateral, including (A) rights and remedies under or relating to guaranties, contracts of suretyship, letters of credit and credit and other insurance related to the Collateral, and (B) deposits by and property of account debtors or other persons securing the obligations of account debtors; (x) all (A) investment property (including securities, whether certificated or uncertificated, securities accounts, security entitlements, commodity contracts or commodity accounts) and (B) monies, credit balances, deposits and other property of the Grantor now or hereafter held or received by or in transit to the Lender or at any other depository or other institution from or for the account of the Grantor, whether for safekeeping, pledge, custody, transmission, collection or otherwise; (xi) all commercial tort claims; (xii) all Records; and (xiii) all products and Proceeds of the foregoing, in any form, including insurance proceeds and all claims against third parties for loss or damage to or destruction of or other involuntary conversion of any kind or nature of any or all of the other Collateral. (b) The Grantor irrevocably and unconditionally authorizes the Lender (or its agent) to file at any time and from time to time such financing statements with respect to the Collateral naming the Lender as the secured party and the Grantor as debtor, as the Lender may require, and including any other information with respect to the Grantor or otherwise required by Article 9 of the Uniform Commercial Code of such jurisdiction as the Lender may determine in good faith, together with any amendment and continuations with respect thereto, which authorization shall apply to all financing statements filed on, prior to or after the date hereof. The Lender hereby ratifies and approves all financing statements naming the Lender as secured party and the Grantor as debtor with respect to the Collateral (and any amendments with respect to such financing statements) filed by or on behalf of the Lender prior to the date hereof and ratifies and confirms the authorization of the Lender to file such financing statements (and amendments, if any). The Grantor hereby authorizes the Lender to adopt on behalf of the Grantor any symbol required for authenticating any electronic filing. In the event that the description of the collateral in any financing statement naming the Lender as the secured party and the Grantor as debtor includes assets and properties of the Grantor that do not at any time constitute Collateral, whether hereunder, under any of the other Financing Agreements or otherwise, the filing of such financing statement shall nonetheless be deemed authorized by the Grantor to the extent of the Collateral included in such description and it shall not render the financing statement ineffective as to any of the Collateral or otherwise affect the financing statement as it applies to any of the Collateral, provided, that, in such event, upon the Grantor's written request and at the Grantor's expense, the Lender shall file such amendments to its financing statements to change the assets described therein so as to constitute the Collateral. In no event shall the Grantor at any time file, or permit or cause to be filed, any correction statement or termination statement with respect to any financing statement (or amendment or continuation with respect thereto) naming the Lender as secured party and the Grantor as debtor so long as this Agreement has not been terminated or all of the Obligations have not been paid and satisfied in full in immediately available funds. (c) In the event that any goods, documents of title are at any time after the date hereof in the custody, control or possession of another person, the Grantor shall promptly notify the Lender thereof in writing. Promptly upon the Lender's request, the Grantor shall promptly obtain an acknowledgment from such other person, in form and substance satisfactory to the Lender, that such other person, inter alia, acknowledges the security interest of the Lender in such collateral, agrees to waive any and all claims such other person may, at any time, have against such collateral, and agrees to permit the Lender access to, and the right to remain on, the premises of such other person so as to exercise the Lender's rights and remedies and otherwise deal with such collateral and in the case of any person who at any time has custody, control or possession of any Collateral, holds such collateral for the benefit of the Lender and shall agrees to act upon the instructions of the Lender, without the further consent of the Grantor. (d) The Grantor agrees at all times to keep in all material respects accurate and complete accounting records with respect to the Collateral, including, but not limited to, a record of all payments and Proceeds received.

Grant and Perfection of Security Interest. (a) As security for the 5.1 Grant of Security Interest. To secure payment or performance, as the case may be, and performance of the all Obligations, the Grantor each Borrower and Guarantor hereby creates and grants to Agent, for itself and the Lender, its successors and its assignsbenefit of Secured Parties, a continuing security interest in, a lien upon, and a right of setoff set off against, and hereby assigns to Agent, for itself and the Lenderbenefit of Secured Parties, all as security, the following items and types of personal property of each Borrower and fixtures and interests of the GrantorGuarantor, whether now owned or hereafter acquired or existing existing, and wherever located (together with all other collateral security for the Obligations at any time granted to or held or acquired by Agent or any Lender, collectively, the Lender“Collateral”), collectively the "Collateral", including, without limitation, including all of the Grantor's each Borrower’s and Guarantor’s right, title and interest in and to the following: (ia) all ReceivablesAccounts; (iib) all General Intangiblesgeneral intangibles, exclusive of all Intellectual Property; (iiic) all goods, including, without limitation, Inventory and Equipment; (ivd) Chattel Paperall chattel paper, including, without limitation, all tangible and electronic chattel paper; (ve) all Instrumentsinstruments, including, without limitation, all promissory notes; (vif) all Documentsdocuments; (viig) all deposit accountsaccounts except for Excluded Deposit Accounts; (viiih) all letters of credit, banker's ’s acceptances and similar instruments and including all letter-of-credit rights; (ixi) all supporting obligations and all present and future liens, security interests, rights, remedies, title and interest in, to and in respect of any Receivables and other Collateral, including (Ai) rights and remedies under or relating to guaranties, contracts of suretyship, letters of credit and credit and other insurance related to the Collateral, (ii) rights of stoppage in transit, replevin, repossession, reclamation and other rights and remedies of an unpaid vendor, lienor or secured party, (iii) goods described in invoices, documents, contracts or instruments with respect to, or otherwise representing or evidencing, Receivables or other Collateral, including returned, repossessed and reclaimed goods, and (Biv) deposits by and property of account debtors or other persons securing the obligations of account debtors; (xj) all (A) investment property (including securities, whether certificated or uncertificated, securities accounts, security entitlements, commodity contracts or commodity accounts) and (B) monies, credit balances, deposits and other property of the Grantor any Borrower or Guarantor now or hereafter held or received by or in transit to the Agent, any Lender or its Affiliates or at any other depository or other institution from or for the account of the Grantorany Borrower or Guarantor, whether for safekeeping, pledge, custody, transmission, collection or otherwiseotherwise but not including any Excluded Deposit Accounts or any monies in Investment Accounts; (xik) all Pledged Equity Interests; (l) all commercial tort claims, including, without limitation, those identified in the Information Certificate; (xiim) to the extent not otherwise described above, all Receivables; (n) all Records; and (xiiio) all products and Proceeds proceeds of the foregoing, in any form, including insurance proceeds and all claims against third parties for loss or damage to or destruction of or other involuntary conversion of any kind or nature of any or all of the other Collateral. (b) The Grantor irrevocably and unconditionally authorizes the Lender (or its agent) to file at any time and from time to time such financing statements with respect to the Collateral naming the Lender as the secured party and the Grantor as debtor, as the Lender may require, and including any other information with respect to the Grantor or otherwise required by Article 9 of the Uniform Commercial Code of such jurisdiction as the Lender may determine in good faith, together with any amendment and continuations with respect thereto, which authorization shall apply to all financing statements filed on, prior to or after the date hereof. The Lender hereby ratifies and approves all financing statements naming the Lender as secured party and the Grantor as debtor with respect to the Collateral (and any amendments with respect to such financing statements) filed by or on behalf of the Lender prior to the date hereof and ratifies and confirms the authorization of the Lender to file such financing statements (and amendments, if any). The Grantor hereby authorizes the Lender to adopt on behalf of the Grantor any symbol required for authenticating any electronic filing. In the event that the description of the collateral in any financing statement naming the Lender as the secured party and the Grantor as debtor includes assets and properties of the Grantor that do not at any time constitute Collateral, whether hereunder, under any of the other Financing Agreements or otherwise, the filing of such financing statement shall nonetheless be deemed authorized by the Grantor to the extent of the Collateral included in such description and it shall not render the financing statement ineffective as to any of the Collateral or otherwise affect the financing statement as it applies to any of the Collateral, provided, that, in such event, upon the Grantor's written request and at the Grantor's expense, the Lender shall file such amendments to its financing statements to change the assets described therein so as to constitute the Collateral. In no event shall the Grantor at any time file, or permit or cause to be filed, any correction statement or termination statement with respect to any financing statement (or amendment or continuation with respect thereto) naming the Lender as secured party and the Grantor as debtor so long as this Agreement has not been terminated or all of the Obligations have not been paid and satisfied in full in immediately available funds. (c) In the event that any goods, documents of title are at any time after the date hereof in the custody, control or possession of another person, the Grantor shall promptly notify the Lender thereof in writing. Promptly upon the Lender's request, the Grantor shall promptly obtain an acknowledgment from such other person, in form and substance satisfactory to the Lender, that such other person, inter alia, acknowledges the security interest of the Lender in such collateral, agrees to waive any and all claims such other person may, at any time, have against such collateral, and agrees to permit the Lender access to, and the right to remain on, the premises of such other person so as to exercise the Lender's rights and remedies and otherwise deal with such collateral and in the case of any person who at any time has custody, control or possession of any Collateral, holds such collateral for the benefit of the Lender and shall agrees to act upon the instructions of the Lender, without the further consent of the Grantor. (d) The Grantor agrees at all times to keep in all material respects accurate and complete accounting records with respect to the Collateral, including, but not limited to, a record of all payments and Proceeds received.

Grant and Perfection of Security Interest. (a) As security To secure the prompt payment and performance of all Guaranteed Obligations, each Guarantor hereby grants to Agent, for the payment or performance, as the case may be, benefit of the Obligations, the Grantor hereby creates and grants to the Lender, its successors and its assignsSecured Parties, a continuing security interest inin and Lien upon all Property of such Guarantor, lien upon, and right of setoff against, and hereby assigns to the Lender, including all personal property and fixtures and interests of the Grantorfollowing Property, whether now owned or hereafter acquired or existing acquired, and wherever located (together with respect to each Guarantor, its “Collateral” and collectively, the “Collateral”, as the context indicates): (a) all other collateral security for Accounts; (b) all Deposit Accounts; (c) all Inventory; (d) all supporting obligations in respect of Accounts, including letters of credit and guaranties issued in support of Accounts or Proceeds of Collateral; (e) all securities accounts to the Obligations at any time granted to or held or acquired by the Lender), collectively the "Collateral", including, without limitation, all extent of the Grantor's rightCash Equivalents contained therein that were derived from Accounts, Inventory or Deposit Accounts; (f) all certificates of title, documents or instruments evidencing ownership or title to any of the Property described in Section 2.3 (c) and interest (h); (g) all monies, whether or not in the following:possession or under the control of Agent, a Lender, or a bailee or Affiliate of Agent or a Lender that were derived from or consist of any of the Property described in this Section 2.3, and any Cash Collateral; (h) all accessions to, substitutions for, and all replacements, products, and cash and non-cash proceeds of the foregoing, including proceeds of and unearned premiums with respect to insurance policies, and claims against any Person for loss, damage or destruction of any of the Property described in this Section 2.3 (the “Proceeds”); and (i) all Receivables; (ii) all General Intangibles; (iii) all goods, including, without limitation, Equipment; (iv) Chattel Paper, including, without limitation, all tangible books and electronic chattel paper; (v) all Instruments, including, without limitation, all promissory notes; (vi) all Documents; (vii) all deposit accounts; (viii) all letters of credit, banker's acceptances and similar instruments and including all letter-of-credit rights; (ix) all supporting obligations and all present and future liens, security interests, rights, remedies, title and interest in, to and in respect of any Collateral, including (A) rights and remedies under or relating to guaranties, contracts of suretyship, letters of credit and credit and other insurance related to the Collateral, and (B) deposits by and property of account debtors or other persons securing the obligations of account debtors; (x) all (A) investment property records (including securitiescustomer lists, whether certificated or uncertificatedfiles, securities accountscorrespondence, security entitlementstapes, commodity contracts or commodity accountscomputer programs, print-outs and computer records) and (B) monies, credit balances, deposits and other property of the Grantor now or hereafter held or received by or in transit to the Lender or at any other depository or other institution from or for the account of the Grantor, whether for safekeeping, pledge, custody, transmission, collection or otherwise; (xi) all commercial tort claims; (xii) all Records; and (xiii) all products and Proceeds of the foregoing, in any form, including insurance proceeds and all claims against third parties for loss or damage to or destruction of or other involuntary conversion of any kind or nature of any or all of the other Collateral. (b) The Grantor irrevocably and unconditionally authorizes the Lender (or its agent) to file at any time and from time to time such financing statements with respect to the Collateral naming the Lender as the secured party and the Grantor as debtor, as the Lender may require, and including any other information with respect to the Grantor or otherwise required by Article 9 of the Uniform Commercial Code of such jurisdiction as the Lender may determine in good faith, together with any amendment and continuations with respect thereto, which authorization shall apply to all financing statements filed on, prior to or after the date hereof. The Lender hereby ratifies and approves all financing statements naming the Lender as secured party and the Grantor as debtor with respect to the Collateral (and any amendments with respect to such financing statements) filed by or on behalf of the Lender prior to the date hereof and ratifies and confirms the authorization of the Lender to file such financing statements (and amendments, if any). The Grantor hereby authorizes the Lender to adopt on behalf of the Grantor any symbol required for authenticating any electronic filing. In the event that the description of the collateral in any financing statement naming the Lender as the secured party and the Grantor as debtor includes assets and properties of the Grantor that do not at any time constitute Collateral, whether hereunder, under any of the other Financing Agreements or otherwise, the filing of such financing statement shall nonetheless be deemed authorized by the Grantor to the extent of the Collateral included in such description and it shall not render the financing statement ineffective as pertaining to any of the Collateral or otherwise affect Property described in this Section 2.3. As security for the financing statement as it applies payment of all License Rejection Liabilities, each Guarantor hereby assigns to any of the CollateralAgent, provided, that, in such event, upon the Grantor's written request and at the Grantor's expense, the Lender shall file such amendments to its financing statements to change the assets described therein so as to constitute the Collateral. In no event shall the Grantor at any time file, or permit or cause to be filed, any correction statement or termination statement with respect to any financing statement (or amendment or continuation with respect thereto) naming the Lender as secured party and the Grantor as debtor so long as this Agreement has not been terminated or all of the Obligations have not been paid and satisfied in full in immediately available funds. (c) In the event that any goods, documents of title are at any time after the date hereof in the custody, control or possession of another person, the Grantor shall promptly notify the Lender thereof in writing. Promptly upon the Lender's request, the Grantor shall promptly obtain an acknowledgment from such other person, in form and substance satisfactory to the Lender, that such other person, inter alia, acknowledges the security interest of the Lender in such collateral, agrees to waive any and all claims such other person may, at any time, have against such collateral, and agrees to permit the Lender access to, and the right to remain on, the premises of such other person so as to exercise the Lender's rights and remedies and otherwise deal with such collateral and in the case of any person who at any time has custody, control or possession of any Collateral, holds such collateral for the benefit of the Lender Secured Parties, and shall agrees grants to act upon Agent, for the instructions benefit of the LenderSecured Parties, without the further consent of the Grantor. (d) The Grantor agrees at all times to keep a continuing security interest in all material respects accurate of such Guarantor’s Collateral Related Intellectual Property, whether now or hereafter owned, existing, acquired or arising and complete accounting records with respect to the Collateral, including, but not limited to, a record of all payments and Proceeds receivedwherever now or hereafter located.

Grant and Perfection of Security Interest. (a) As security for the payment or performance, as the case may be, of the Obligations, the Grantor Borrower hereby creates and grants to the each Lender, its successors and its assigns, a continuing security interest in, lien upon, and right of setoff against, and hereby assigns to the each Lender, all personal property and fixtures and interests of the GrantorBorrower, whether now owned or hereafter acquired or existing and wherever located (together with all other collateral security for the Obligations at any time granted to or held or acquired by the LenderLenders), collectively the "“Collateral"”, including, without limitation, all of the Grantor's Borrower’s right, title and interest in the following: (i) all Receivables; (ii) all General Intangibles; (iii) all goods, including, without limitation, Equipment; (iv) Chattel Paper, including, without limitation, all tangible and electronic chattel paper; (v) all Instruments, including, without limitation, all promissory notes; (vi) all Documents; (vii) all deposit accounts; (viii) all letters of credit, banker's ’s acceptances and similar instruments and including all letter-of-credit rights; (ix) all supporting obligations and all present and future liens, security interests, rights, remedies, title and interest in, to and in respect of any Collateral, including (A) rights and remedies under or relating to guaranties, contracts of suretyship, letters of credit and credit and other insurance related to the Collateral, and (B) deposits by and property of account debtors or other persons securing the obligations of account debtors; (x) all (A) investment property (including securitiesbut not limited to the securities of any subsidiary now organized or hereinafter organized of the Borrower, whether certificated or uncertificated, securities accounts, security entitlements, commodity contracts or commodity accounts) and (B) monies, credit balances, deposits and other property of the Grantor Borrower now or hereafter held or received by or in transit to the Lender or at any other depository or other institution from or for the account of the GrantorBorrower, whether for safekeeping, pledge, custody, transmission, collection or otherwise; (xi) all commercial tort claims; (xii) all Records; and (xiii) all products and Proceeds of the foregoing, in any form, including insurance proceeds and all claims against third parties for loss or damage to or destruction of or other involuntary conversion of any kind or nature of any or all of the other Collateral. Attached hereto and marked Schedule 1 is a list of the Collateral in existence as of the date hereof. (b) The Grantor Borrower irrevocably and unconditionally authorizes the each Lender (or its agent) to file at any time and from time to time such financing statements with respect to the Collateral naming the such Lender as the a secured party and the Grantor Borrower as debtor, as the Lender may require, and including any other information with respect to the Grantor Borrower or otherwise required by Article 9 of the Uniform Commercial Code of such jurisdiction as the Lender may determine in good faith, together with any amendment and continuations with respect thereto, which authorization shall apply to all financing statements filed on, prior to or after the date hereof. The Each Lender hereby ratifies and approves all financing statements naming the Lender as secured party and the Grantor Borrower as debtor with respect to the Collateral (and any amendments with respect to such financing statements) filed by or on behalf of the Lender prior to the date hereof and ratifies and confirms the authorization of the Lender to file such financing statements (and amendments, if any). The Grantor Borrower hereby authorizes the each Lender to adopt on behalf of the Grantor Borrower any symbol required for authenticating any electronic filing. In the event that the description of the collateral in any financing statement naming the Lender as the secured party and the Grantor Borrower as debtor includes assets and properties of the Grantor Borrower that do not at any time constitute Collateral, whether hereunder, under any of the other Financing Agreements or otherwise, the filing of such financing statement shall nonetheless be deemed authorized by the Grantor Borrower to the extent of the Collateral included in such description and it shall not render the financing statement ineffective as to any of the Collateral or otherwise affect the financing statement as it applies to any of the Collateral, provided, that, in such event, upon the Grantor's Borrower’s written request and at the Grantor's Borrower’s expense, the Lender shall file such amendments to its financing statements to change the assets described therein so as to constitute the Collateral. In no event shall the Grantor Borrower at any time file, or permit or cause to be filed, any correction statement or termination statement with respect to any financing statement (or amendment or continuation with respect thereto) naming the a Lender as secured party and the Grantor Borrower as debtor so long as this Agreement has not been terminated or all of the Obligations have not been paid and satisfied in full in immediately available funds. (c) In the event that any goods, documents of title are at any time after the date hereof in the custody, control or possession of another person, the Grantor Borrower shall promptly notify the Lender Lenders thereof in writing. Promptly upon the Lender's requestrequest of any person (the “Lenders’ Agent”) who shall initially be Xxxxxxx Xxxxxxxx LLC and may be replaced by at least 66% of the Lenders by dollar amount (such percentage to be calculated be reference to all amounts due and unpaid under the Notes), the Grantor Borrower shall promptly obtain an acknowledgment from such other person, in form and substance satisfactory to the LenderLenders’ Agent, that such other person, inter alia, acknowledges the security interest of the Lender Lenders in such collateral, agrees to waive any and all claims such other person may, at any time, have against such collateral, and agrees to permit the Lender Lenders access to, and the right to remain on, the premises of such other person so as to exercise the Lender's Lenders’ rights and remedies and otherwise deal with such collateral and in the case of any person who at any time has custody, control or possession of any Collateral, holds such collateral for the benefit of the Lender Lenders and shall agrees to act upon the instructions of the Lender, without the further consent of the GrantorBorrower. (d) The Grantor Borrower agrees at all times to keep in all material respects accurate and complete accounting records with respect to the Collateral, including, but not limited to, a record of all payments and Proceeds received.

Grant and Perfection of Security Interest. (a) As security for the payment or performance, as the case may be, of the Obligations, the Grantor Borrower hereby creates and grants to the each Lender, its successors and its assigns, a continuing security interest in, lien upon, and right of setoff against, and hereby assigns to the each Lender, all personal property and fixtures and interests of the GrantorBorrower, whether now owned or hereafter acquired or existing and wherever located (together with all other collateral security for the Obligations at any time granted to or held or acquired by the LenderLenders), collectively the "“Collateral"”, including, without limitation, all of the Grantor's Borrower’s right, title and interest in the following: (i) all Receivables; (ii) all General Intangibles; (iii) all goods, including, without limitation, Equipment; (iv) Chattel Paper, including, without limitation, all tangible and electronic chattel paper; (v) all Instruments, including, without limitation, all promissory notes; (vi) all Documents; (vii) all deposit accounts; (viii) all letters of credit, banker's ’s acceptances and similar instruments and including all letter-of-credit rights; (ix) all supporting obligations and all present and future liens, security interests, rights, remedies, title and interest in, to and in respect of any Collateral, including (A) rights and remedies under or relating to guaranties, contracts of suretyship, letters of credit and credit and other insurance related to the Collateral, and (B) deposits by and property of account debtors or other persons securing the obligations of account debtors; (x) all (A) investment property (including securitiesbut not limited to the securities of any subsidiary now organized or hereinafter organized of the Borrower, whether certificated or uncertificated, securities accounts, security entitlements, commodity contracts or commodity accounts) and (B) monies, credit balances, deposits and other property of the Grantor Borrower now or hereafter held or received by or in transit to the Lender or at any other depository or other institution from or for the account of the GrantorBorrower, whether for safekeeping, pledge, custody, transmission, collection or otherwise; (xi) all commercial tort claims; (xii) all Records; and (xiii) all products and Proceeds of the foregoing, in any form, including insurance proceeds and all claims against third parties for loss or damage to or destruction of or other involuntary conversion of any kind or nature of any or all of the other Collateral. Attached hereto and marked Schedule 1 is a list of the Collateral in existence as of the date hereof. (b) The Grantor Borrower irrevocably and unconditionally authorizes the each Lender (or its agent) to file at any time and from time to time such financing statements with respect to the Collateral naming the such Lender as the a secured party and the Grantor Borrower as debtor, as the Lender may require, and including any other information with respect to the Grantor Borrower or otherwise required by Article 9 of the Uniform Commercial Code of such jurisdiction as the Lender may determine in good faith, together with any amendment and continuations with respect thereto, which authorization shall apply to all financing statements filed on, prior to or after the date hereof. The Each Lender hereby ratifies and approves all financing statements naming the Lender as secured party and the Grantor Borrower as debtor with respect to the Collateral (and any amendments with respect to such financing statements) filed by or on behalf of the Lender prior to the date hereof and ratifies and confirms the authorization of the Lender to file such financing statements (and amendments, if any). The Grantor Borrower hereby authorizes the each Lender to adopt on behalf of the Grantor Borrower any symbol required for authenticating any electronic filing. In the event that the description of the collateral in any financing statement naming the Lender as the secured party and the Grantor Borrower as debtor includes assets and properties of the Grantor Borrower that do not at any time constitute Collateral, whether hereunder, under any of the other Financing Agreements or otherwise, the filing of such financing statement shall nonetheless be deemed authorized by the Grantor Borrower to the extent of the Collateral included in such description and it shall not render the financing statement ineffective as to any of the Collateral or otherwise affect the financing statement as it applies to any of the Collateral, provided, that, in such event, upon the Grantor's Borrower’s written request and at the Grantor's Borrower’s expense, the Lender shall file such amendments to its financing statements to change the assets described therein so as to constitute the Collateral. In no event shall the Grantor Borrower at any time file, or permit or cause to be filed, any correction statement or termination statement with respect to any financing statement (or amendment or continuation with respect thereto) naming the a Lender as secured party and the Grantor Borrower as debtor so long as this Agreement has not been terminated or all of the Obligations have not been paid and satisfied in full in immediately available funds. (c) In the event that any goods, documents of title are at any time after the date hereof in the custody, control or possession of another person, the Grantor Borrower shall promptly notify the Lender Lenders thereof in writing. Promptly upon the Lender's requestrequest of any person (the “Lenders’ Agent”) who shall initially be [------] and may be replaced by at least 66% of the Lenders under the Loan Agreement by dollar amount (such percentage to be calculated be reference to all amounts due and unpaid under the Notes), the Grantor Borrower shall promptly obtain an acknowledgment from such other person, in form and substance satisfactory to the LenderLenders’ Agent, that such other person, inter alia, acknowledges the security interest of the Lender Lenders in such collateral, agrees to waive any and all claims such other person may, at any time, have against such collateral, and agrees to permit the Lender Lenders access to, and the right to remain on, the premises of such other person so as to exercise the Lender's Lenders’ rights and remedies and otherwise deal with such collateral and in the case of any person who at any time has custody, control or possession of any Collateral, holds such collateral for the benefit of the Lender Lenders and shall agrees to act upon the instructions of the Lender, without the further consent of the GrantorBorrower. (d) The Grantor Borrower agrees at all times to keep in all material respects accurate and complete accounting records with respect to the Collateral, including, but not limited to, a record of all payments and Proceeds received.

Grant and Perfection of Security Interest. (a) As security for the payment or performance, as the case may be, of the Obligations, the Grantor Borrower hereby creates and grants to the each Lender, its successors and its assigns, a continuing security interest in, lien upon, and right of setoff against, and hereby assigns to the each Lender, all personal property and fixtures and interests of the GrantorBorrower, whether now owned or hereafter acquired or existing and wherever located (together with all other collateral security for the Obligations at any time granted to or held or acquired by the LenderLenders), collectively the "“Collateral"”, including, without limitation, all of the Grantor's Borrower’s right, title and interest in the following: (i) all Receivables; (ii) all General Intangibles; (iii) all goods, including, without limitation, Equipment; (iv) Chattel Paper, including, without limitation, all tangible and electronic chattel paper; (v) all Instruments, including, without limitation, all promissory notes; (vi) all Documents; (vii) all deposit accounts; (viii) all letters of credit, banker's ’s acceptances and similar instruments and including all letter-of-credit rights; (ix) all supporting obligations and all present and future liens, security interests, rights, remedies, title and interest in, to and in respect of any Collateral, including (A) rights and remedies under or relating to guaranties, contracts of suretyship, letters of credit and credit and other insurance related to the Collateral, and (B) deposits by and property of account debtors or other persons securing the obligations of account debtors; (x) all (A) investment property (including securitiesbut not limited to the securities of any subsidiary now organized or hereinafter organized of the Borrower, whether certificated or uncertificated, securities accounts, security entitlements, commodity contracts or commodity accounts) and (B) monies, credit balances, deposits and other property of the Grantor Borrower now or hereafter held or received by or in transit to the Lender or at any other depository or other institution from or for the account of the GrantorBorrower, whether for safekeeping, pledge, custody, transmission, collection or otherwise; (xi) all commercial tort claims; (xii) all Records; and (xiii) all products and Proceeds of the foregoing, in any form, including insurance proceeds and all claims against third parties for loss or damage to or destruction of or other involuntary conversion of any kind or nature of any or all of the other Collateral. Attached hereto and marked Schedule 1 is a list of the Collateral in existence as of the date hereof. (b) The Grantor Borrower irrevocably and unconditionally authorizes the each Lender (or its agent) to file at any time and from time to time such financing statements with respect to the Collateral naming the such Lender as the a secured party and the Grantor Borrower as debtor, as the Lender may require, and including any other information with respect to the Grantor Borrower or otherwise required by Article 9 of the Uniform Commercial Code of such jurisdiction as the Lender may determine in good faith, together with any amendment and continuations with respect thereto, which authorization shall apply to all financing statements filed on, prior to or after the date hereof. The Each Lender hereby ratifies and approves all financing statements naming the Lender as secured party and the Grantor Borrower as debtor with respect to the Collateral (and any amendments with respect to such financing statements) filed by or on behalf of the Lender prior to the date hereof and ratifies and confirms the authorization of the Lender to file such financing statements (and amendments, if any). The Grantor Borrower hereby authorizes the each Lender to adopt on behalf of the Grantor Borrower any symbol required for authenticating any electronic filing. In the event that the description of the collateral in any financing statement naming the Lender as the secured party and the Grantor Borrower as debtor includes assets and properties of the Grantor Borrower that do not at any time constitute Collateral, whether hereunder, under any of the other Financing Agreements or otherwise, the filing of such financing statement shall nonetheless be deemed authorized by the Grantor Borrower to the extent of the Collateral included in such description and it shall not render the financing statement ineffective as to any of the Collateral or otherwise affect the financing statement as it applies to any of the Collateral, provided, that, in such event, upon the Grantor's Borrower’s written request and at the Grantor's Borrower’s expense, the Lender shall file such amendments to its financing statements to change the assets described therein so as to constitute the Collateral. In no event shall the Grantor Borrower at any time file, or permit or cause to be filed, any correction statement or termination statement with respect to any financing statement (or amendment or continuation with respect thereto) naming the a Lender as secured party and the Grantor Borrower as debtor so long as this Agreement has not been terminated or all of the Obligations have not been paid and satisfied in full in immediately available funds. (c) In the event that any goods, documents of title are at any time after the date hereof in the custody, control or possession of another person, the Grantor Borrower shall promptly notify the Lender Lenders thereof in writing. Promptly upon the Lender's requestrequest of any person (the “Lenders’ Agent”) who shall initially be Bxxxxxx Pxxxxxxx LLC and may be replaced by at least 66% of the Lenders by dollar amount (such percentage to be calculated be reference to all amounts due and unpaid under the Notes), the Grantor Borrower shall promptly obtain an acknowledgment from such other person, in form and substance satisfactory to the LenderLenders’ Agent, that such other person, inter alia, acknowledges the security interest of the Lender Lenders in such collateral, agrees to waive any and all claims such other person may, at any time, have against such collateral, and agrees to permit the Lender Lenders access to, and the right to remain on, the premises of such other person so as to exercise the Lender's Lenders’ rights and remedies and otherwise deal with such collateral and in the case of any person who at any time has custody, control or possession of any Collateral, holds such collateral for the benefit of the Lender Lenders and shall agrees to act upon the instructions of the Lender, without the further consent of the GrantorBorrower. (d) The Grantor Borrower agrees at all times to keep in all material respects accurate and complete accounting records with respect to the Collateral, including, but not limited to, a record of all payments and Proceeds received.

Grant and Perfection of Security Interest. (a) As security for the payment or performance, as the case may be, of the Obligations, the Grantor Borrower hereby creates and grants to the Lender, its successors and its assigns, a continuing security interest in, lien upon, and right of setoff against, and hereby assigns to the Lender, all personal property and fixtures and interests of the GrantorBorrower, whether now owned or hereafter acquired or existing and wherever located (together with all other collateral security for the Obligations at any time granted to or held or acquired by the Lender), collectively the "“Collateral"”, including, without limitation, all of the Grantor's Borrower’s right, title and interest in the following: (i) all Receivables; (ii) all General Intangibles; (iii) all goods, including, without limitation, Equipment; (iv) Chattel Paper, including, without limitation, all tangible and electronic chattel paper; (v) all Instruments, including, without limitation, all promissory notes; (vi) all Documents; (vii) all deposit accounts; (viii) all letters of credit, banker's ’s acceptances and similar instruments and including all letter-of-credit rights; (ix) all supporting obligations and all present and future liens, security interests, rights, remedies, title and interest in, to and in respect of any Collateral, including (A) rights and remedies under or relating to guaranties, contracts of suretyship, letters of credit and credit and other insurance related to the Collateral, and (B) deposits by and property of account debtors or other persons securing the obligations of account debtors; (x) all (A) investment property (including securitiesbut not limited to the securities of any subsidiary now organized or hereinafter organized of the Borrower, whether certificated or uncertificated, securities accounts, security entitlements, commodity contracts or commodity accounts) and (B) monies, credit balances, deposits and other property of the Grantor Borrower now or hereafter held or received by or in transit to the Lender or at any other depository or other institution from or for the account of the GrantorBorrower, whether for safekeeping, pledge, custody, transmission, collection or otherwise; (xi) all commercial tort claims; (xii) all Records; and (xiii) all products and Proceeds of the foregoing, in any form, including insurance proceeds and all claims against third parties for loss or damage to or destruction of or other involuntary conversion of any kind or nature of any or all of the other Collateral. Attached hereto and marked Schedule 1 is a list of the Collateral in existence as of the date hereof. (b) The Grantor Borrower irrevocably and unconditionally authorizes the Lender (or its agent) to file at any time and from time to time such financing statements with respect to the Collateral naming the Lender as the secured party and the Grantor Borrower as debtor, as the Lender may require, and including any other information with respect to the Grantor Borrower or otherwise required by Article 9 of the Uniform Commercial Code of such jurisdiction as the Lender may determine in good faith, together with any amendment and continuations with respect thereto, which authorization shall apply to all financing statements filed on, prior to or after the date hereof. The Lender hereby ratifies and approves all financing statements naming the Lender as secured party and the Grantor Borrower as debtor with respect to the Collateral (and any amendments with respect to such financing statements) filed by or on behalf of the Lender prior to the date hereof and ratifies and confirms the authorization of the Lender to file such financing statements (and amendments, if any). The Grantor Borrower hereby authorizes the Lender to adopt on behalf of the Grantor Borrower any symbol required for authenticating any electronic filing. In the event that the description of the collateral in any financing statement naming the Lender as the secured party and the Grantor Borrower as debtor includes assets and properties of the Grantor Borrower that do not at any time constitute Collateral, whether hereunder, under any of the other Financing Agreements or otherwise, the filing of such financing statement shall nonetheless be deemed authorized by the Grantor Borrower to the extent of the Collateral included in such description and it shall not render the financing statement ineffective as to any of the Collateral or otherwise affect the financing statement as it applies to any of the Collateral, provided, that, in such event, upon the Grantor's Borrower’s written request and at the Grantor's Borrower’s expense, the Lender shall file such amendments to its financing statements to change the assets described therein so as to constitute the Collateral. In no event shall the Grantor Borrower at any time file, or permit or cause to be filed, any correction statement or termination statement with respect to any financing statement (or amendment or continuation with respect thereto) naming the Lender as secured party and the Grantor Borrower as debtor so long as this Agreement has not been terminated or all of the Obligations have not been paid and satisfied in full in immediately available funds. (c) In the event that any goods, documents of title are at any time after the date hereof in the custody, control or possession of another person, the Grantor Borrower shall promptly notify the Lender thereof in writing. Promptly upon the Lender's ’s request, the Grantor Borrower shall promptly obtain an acknowledgment from such other person, in form and substance satisfactory to the Lender, that such other person, inter alia, acknowledges the security interest of the Lender in such collateral, agrees to waive any and all claims such other person may, at any time, have against such collateral, and agrees to permit the Lender access to, and the right to remain on, the premises of such other person so as to exercise the Lender's ’s rights and remedies and otherwise deal with such collateral and in the case of any person who at any time has custody, control or possession of any Collateral, holds such collateral for the benefit of the Lender and shall agrees to act upon the instructions of the Lender, without the further consent of the GrantorBorrower. (d) The Grantor Borrower agrees at all times to keep in all material respects accurate and complete accounting records with respect to the Collateral, including, but not limited to, a record of all payments and Proceeds received.

Grant and Perfection of Security Interest. (a) As security for the 5.1 Grant of Security Interest. To secure payment or performance, as the case may be, and performance of the all Obligations, the Grantor Borrower hereby creates and grants to Agent, for itself and the Lender, its successors and its assignsratable benefit of Lenders, a continuing security interest in, a lien upon, and a right of setoff set off against, and hereby assigns to Agent, for itself and the Lenderratable benefit of Lenders, as security, all personal and real property and fixtures fixtures, and interests in property and fixtures, of the GrantorBorrower, whether now owned or hereafter acquired or existing existing, and wherever located (together with all other collateral security for the Obligations at any time granted to or held or acquired by Agent or any Lender, collectively, the Lender), collectively the "“Collateral"”): (a) all Accounts; (b) all general intangibles, including, without limitation, all of the Grantor's right, title and interest in the following: (i) all ReceivablesIntellectual Property; (ii) all General Intangibles; (iiic) all goods, including, without limitation, Inventory and Equipment; (ivd) Chattel Paperall Real Property and fixtures; (e) all chattel paper, including, without limitation, all tangible and electronic chattel paper; (vf) all Instrumentsinstruments, including, without limitation, all promissory notes; (vig) all Documentsdocuments; (viih) all deposit accounts; (viiii) all letters of credit, banker's ’s acceptances and similar instruments and including all letter-of-credit rights; (ixj) all supporting obligations and all present and future liens, security interests, rights, remedies, title and interest in, to and in respect of any Receivables and other Collateral, including (Ai) rights and remedies under or relating to guaranties, contracts of suretyship, letters of credit and credit and other insurance related to the Collateral, (ii) rights of stoppage in transit, replevin, repossession, reclamation and other rights and remedies of an unpaid vendor, lienor or secured party, (iii) goods described in invoices, documents, contracts or instruments with respect to, or otherwise representing or evidencing, Receivables or other Collateral, including returned, repossessed and reclaimed goods, and (Biv) deposits by and property of account debtors or other persons securing the obligations of account debtors; (xk) all (Ai) investment property (including securities, whether certificated or uncertificated, securities accounts, security entitlements, commodity contracts or commodity accounts) and (Bii) monies, credit balances, deposits and other property of the Grantor Borrower now or hereafter held or received by or in transit to the Agent, any Lender or its Affiliates or at any other depository or other institution from or for the account of the GrantorBorrower, whether for safekeeping, pledge, custody, transmission, collection or otherwise; (xil) all commercial tort claims, including, without limitation, those identified in the Information Certificate; (xiim) to the extent not otherwise described above, all Receivables; (n) all Records; and (xiiio) all products and Proceeds proceeds of the foregoing, in any form, including insurance proceeds and all claims against third parties for loss or damage to or destruction of or other involuntary conversion of any kind or nature of any or all of the other Collateral. (b) The Grantor irrevocably and unconditionally authorizes the Lender (or its agent) to file at any time and from time to time such financing statements with respect to the Collateral naming the Lender as the secured party and the Grantor as debtor, as the Lender may require, and including any other information with respect to the Grantor or otherwise required by Article 9 of the Uniform Commercial Code of such jurisdiction as the Lender may determine in good faith, together with any amendment and continuations with respect thereto, which authorization shall apply to all financing statements filed on, prior to or after the date hereof. The Lender hereby ratifies and approves all financing statements naming the Lender as secured party and the Grantor as debtor with respect to the Collateral (and any amendments with respect to such financing statements) filed by or on behalf of the Lender prior to the date hereof and ratifies and confirms the authorization of the Lender to file such financing statements (and amendments, if any). The Grantor hereby authorizes the Lender to adopt on behalf of the Grantor any symbol required for authenticating any electronic filing. In the event that the description of the collateral in any financing statement naming the Lender as the secured party and the Grantor as debtor includes assets and properties of the Grantor that do not at any time constitute Collateral, whether hereunder, under any of the other Financing Agreements or otherwise, the filing of such financing statement shall nonetheless be deemed authorized by the Grantor to the extent of the Collateral included in such description and it shall not render the financing statement ineffective as to any of the Collateral or otherwise affect the financing statement as it applies to any of the Collateral, provided, that, in such event, upon the Grantor's written request and at the Grantor's expense, the Lender shall file such amendments to its financing statements to change the assets described therein so as to constitute the Collateral. In no event shall the Grantor at any time file, or permit or cause to be filed, any correction statement or termination statement with respect to any financing statement (or amendment or continuation with respect thereto) naming the Lender as secured party and the Grantor as debtor so long as this Agreement has not been terminated or all of the Obligations have not been paid and satisfied in full in immediately available funds. (c) In the event that any goods, documents of title are at any time after the date hereof in the custody, control or possession of another person, the Grantor shall promptly notify the Lender thereof in writing. Promptly upon the Lender's request, the Grantor shall promptly obtain an acknowledgment from such other person, in form and substance satisfactory to the Lender, that such other person, inter alia, acknowledges the security interest of the Lender in such collateral, agrees to waive any and all claims such other person may, at any time, have against such collateral, and agrees to permit the Lender access to, and the right to remain on, the premises of such other person so as to exercise the Lender's rights and remedies and otherwise deal with such collateral and in the case of any person who at any time has custody, control or possession of any Collateral, holds such collateral for the benefit of the Lender and shall agrees to act upon the instructions of the Lender, without the further consent of the Grantor. (d) The Grantor agrees at all times to keep in all material respects accurate and complete accounting records with respect to the Collateral, including, but not limited to, a record of all payments and Proceeds received.

Grant and Perfection of Security Interest. (a) As security for the 5.1 GRANT OF SECURITY INTEREST. To secure payment or performance, as the case may be, and performance of the all Obligations, the Grantor Borrower hereby creates and grants to Agent, for itself and the Lender, its successors and its assignsratable benefit of Lenders, a continuing security interest in, a lien upon, and a right of setoff set off against, and hereby assigns to Agent, for itself and the Lenderratable benefit of Lenders, as security, all personal and real property and fixtures, and interests in property and fixtures and interests of the GrantorBorrower, whether now owned or hereafter acquired or existing existing, and wherever located (together with all other collateral security for the Obligations at any time granted to or held or acquired by the Agent or any Lender), collectively collectively, the "Collateral"): (a) all Accounts; (b) all general intangibles, including, without limitation, all of the Grantor's right, title and interest in the following: (i) all ReceivablesIntellectual Property; (ii) all General Intangibles; (iiic) all goods, including, without limitation, Inventory and Equipment; (ivd) Chattel Paperall Real Property and fixtures; (e) all chattel paper, including, without limitation, all tangible and electronic chattel paper; (vf) all Instrumentsinstruments, including, without limitation, all promissory notes; (vig) all Documentsdocuments; (viih) all deposit accounts; (viiii) all letters of credit, banker's acceptances and similar instruments and including all letter-of-credit rights; (ixj) all supporting obligations and all present and future liens, security interests, rights, remedies, title and interest in, to and in respect of any Receivables and other Collateral, including (Ai) rights and remedies under or relating to guaranties, contracts of suretyship, letters of credit and credit and other insurance related to the Collateral, (ii) rights of stoppage in transit, replevin, repossession, reclamation and other rights and remedies of an unpaid vendor, lienor or secured party, (iii) goods described in invoices, documents, contracts or instruments with respect to, or otherwise representing or evidencing, Receivables or other Collateral, including returned, repossessed and reclaimed goods, and (Biv) deposits by and property of account debtors or other persons securing the obligations of account debtors; (xk) all (Ai) investment property (including securities, whether certificated or uncertificated, securities accounts, security entitlements, commodity contracts or commodity accounts) and (Bii) monies, credit balances, deposits and other property of the Grantor Borrower now or hereafter held or received by or in transit to the Agent, any Lender or its Affiliates or at any other depository or other institution from or for the account of the GrantorBorrower, whether for safekeeping, pledge, custody, transmission, collection or otherwise; (xil) all commercial tort claims, including, without limitation, those identified in the Information Certificate; (xiim) to the extent not otherwise described above, all Receivables; (n) all Records; and (xiiio) all products and Proceeds proceeds of the foregoing, in any form, including insurance proceeds and all claims against third parties for loss or damage to or destruction of or other involuntary conversion of any kind or nature of any or all of the other Collateral. (b) The Grantor irrevocably and unconditionally authorizes the Lender (or its agent) to file at any time and from time to time such financing statements with respect to the Collateral naming the Lender as the secured party and the Grantor as debtor, as the Lender may require, and including any other information with respect to the Grantor or otherwise required by Article 9 of the Uniform Commercial Code of such jurisdiction as the Lender may determine in good faith, together with any amendment and continuations with respect thereto, which authorization shall apply to all financing statements filed on, prior to or after the date hereof. The Lender hereby ratifies and approves all financing statements naming the Lender as secured party and the Grantor as debtor with respect to the Collateral (and any amendments with respect to such financing statements) filed by or on behalf of the Lender prior to the date hereof and ratifies and confirms the authorization of the Lender to file such financing statements (and amendments, if any). The Grantor hereby authorizes the Lender to adopt on behalf of the Grantor any symbol required for authenticating any electronic filing. In the event that the description of the collateral in any financing statement naming the Lender as the secured party and the Grantor as debtor includes assets and properties of the Grantor that do not at any time constitute Collateral, whether hereunder, under any of the other Financing Agreements or otherwise, the filing of such financing statement shall nonetheless be deemed authorized by the Grantor to the extent of the Collateral included in such description and it shall not render the financing statement ineffective as to any of the Collateral or otherwise affect the financing statement as it applies to any of the Collateral, provided, that, in such event, upon the Grantor's written request and at the Grantor's expense, the Lender shall file such amendments to its financing statements to change the assets described therein so as to constitute the Collateral. In no event shall the Grantor at any time file, or permit or cause to be filed, any correction statement or termination statement with respect to any financing statement (or amendment or continuation with respect thereto) naming the Lender as secured party and the Grantor as debtor so long as this Agreement has not been terminated or all of the Obligations have not been paid and satisfied in full in immediately available funds. (c) In the event that any goods, documents of title are at any time after the date hereof in the custody, control or possession of another person, the Grantor shall promptly notify the Lender thereof in writing. Promptly upon the Lender's request, the Grantor shall promptly obtain an acknowledgment from such other person, in form and substance satisfactory to the Lender, that such other person, inter alia, acknowledges the security interest of the Lender in such collateral, agrees to waive any and all claims such other person may, at any time, have against such collateral, and agrees to permit the Lender access to, and the right to remain on, the premises of such other person so as to exercise the Lender's rights and remedies and otherwise deal with such collateral and in the case of any person who at any time has custody, control or possession of any Collateral, holds such collateral for the benefit of the Lender and shall agrees to act upon the instructions of the Lender, without the further consent of the Grantor. (d) The Grantor agrees at all times to keep in all material respects accurate and complete accounting records with respect to the Collateral, including, but not limited to, a record of all payments and Proceeds received.

Grant and Perfection of Security Interest. (a) As security for the 1. 123. Grant of Security Interest. To secure payment or performance, as the case may be, and performance of the all Obligations, the Grantor Borrower hereby creates and grants to Agent, for itself and the Lender, its successors and its assignsratable benefit of Lenders, a continuing security interest in, a lien upon, and a right of setoff set off against, and hereby assigns to Agent, for itself and the Lenderratable benefit of Lenders, as security, all personal and real property and fixtures fixtures, and interests in property and fixtures, of the GrantorBorrower, whether now owned or hereafter acquired or existing existing, and wherever located (together with all other collateral security for the Obligations at any time granted to or held or acquired by the Agent or any Lender), collectively collectively, the "Collateral"): (a) all Accounts; (b) all general intangibles, including, without limitation, all of the Grantor's right, title and interest in the following: (i) all ReceivablesIntellectual Property; (ii) all General Intangibles; (iiic) all goods, including, without limitation, EquipmentInventory, Equipment and fixtures; (ivd) Chattel Paperall chattel paper, including, without limitation, all tangible and electronic chattel paper; (ve) all Instrumentsinstruments, including, without limitation, all promissory notes; (vif) all Documentsdocuments; (viig) all deposit accounts; (viiih) all letters of credit, banker's acceptances and similar instruments and including all letter-of-credit rights; (ixi) all supporting obligations and all present and future liens, security interests, rights, remedies, title and interest in, to and in respect of any Receivables and other Collateral, including (Ai) rights and remedies under or relating to guaranties, contracts of suretyship, letters of credit and credit and other insurance related to the Collateral, (ii) rights of stoppage in transit, replevin, repossession, reclamation and other rights and remedies of an unpaid vendor, lienor or secured party, (iii) goods described in invoices, documents, contracts or instruments with respect to, or otherwise representing or evidencing, Receivables or other Collateral, including returned, repossessed and reclaimed goods, and (Biv) deposits by and property of account debtors or other persons securing the obligations of account debtors; (xj) all (Ai) investment property (including securities, whether certificated or uncertificated, securities accounts, security entitlements, commodity contracts or commodity accounts) and (Bii) monies, credit balances, deposits and other property of the Grantor Borrower now or hereafter held or received by or in transit to the Agent, any Lender or its Affiliates or at any other depository or other institution from or for the account of the GrantorBorrower, whether for safekeeping, pledge, custody, transmission, collection or otherwise; (xik) all commercial tort claims, including, without limitation, those identified in the Information Certificate; (xiil) to the extent not otherwise described above, all Receivables; (m) all Records; and (xiiin) all products and Proceeds proceeds of the foregoing, in any form, including insurance proceeds and all claims against third parties for loss or damage to or destruction of or other involuntary conversion of any kind or nature of any or all of the other Collateral. (b) The Grantor irrevocably and unconditionally authorizes . Notwithstanding the Lender (or its agent) to file at any time and from time to time such financing statements with respect to foregoing, the Collateral naming the Lender as the secured party and the Grantor as debtor, as the Lender may require, and including any other information with respect to the Grantor or otherwise required by Article 9 of the Uniform Commercial Code of such jurisdiction as the Lender may determine in good faith, together with any amendment and continuations with respect thereto, which authorization shall apply to all financing statements filed on, prior to or after the date hereof. The Lender hereby ratifies and approves all financing statements naming the Lender as secured party and the Grantor as debtor with respect to the Collateral (and any amendments with respect to such financing statements) filed by or on behalf of the Lender prior to the date hereof and ratifies and confirms the authorization of the Lender to file such financing statements (and amendments, if any). The Grantor hereby authorizes the Lender to adopt on behalf of the Grantor any symbol required for authenticating any electronic filing. In the event that the description of the collateral in any financing statement naming the Lender as the secured party and the Grantor as debtor includes assets and properties of the Grantor that do not at any time constitute Collateral, whether hereunder, under any of the other Financing Agreements or otherwise, the filing of such financing statement shall nonetheless be deemed authorized by the Grantor to the extent of the Collateral included in such description and it shall not render include (i) the financing statement ineffective as to any of the Kimco Collateral or otherwise affect (ii) the financing statement as it applies to any of Equipment and fixtures located on the Collateral, provided, that, in such event, upon the Grantor's written request and at the Grantor's expense, the Lender shall file such amendments to its financing statements to change the assets real property described therein so as to constitute the Collateral. In no event shall the Grantor at any time file, or permit or cause to be filed, any correction statement or termination statement with respect to any financing statement (or amendment or continuation with respect thereto) naming the Lender as secured party and the Grantor as debtor so long as this Agreement has not been terminated or all of the Obligations have not been paid and satisfied in full in immediately available fundson Schedule 5.1. (c) In the event that any goods, documents of title are at any time after the date hereof in the custody, control or possession of another person, the Grantor shall promptly notify the Lender thereof in writing. Promptly upon the Lender's request, the Grantor shall promptly obtain an acknowledgment from such other person, in form and substance satisfactory to the Lender, that such other person, inter alia, acknowledges the security interest of the Lender in such collateral, agrees to waive any and all claims such other person may, at any time, have against such collateral, and agrees to permit the Lender access to, and the right to remain on, the premises of such other person so as to exercise the Lender's rights and remedies and otherwise deal with such collateral and in the case of any person who at any time has custody, control or possession of any Collateral, holds such collateral for the benefit of the Lender and shall agrees to act upon the instructions of the Lender, without the further consent of the Grantor. (d) The Grantor agrees at all times to keep in all material respects accurate and complete accounting records with respect to the Collateral, including, but not limited to, a record of all payments and Proceeds received.

Grant and Perfection of Security Interest. (a) As security for the payment or performance, as the case may be, of the Obligations, the Grantor Borrower hereby creates and grants to the Lender, its successors and its assigns, a continuing security interest in, lien upon, and right of setoff against, and hereby assigns to the Lender, all personal property and fixtures and interests of the GrantorBorrower, whether now owned or hereafter acquired or existing and wherever located (together with all other collateral security for the Obligations at any time granted to or held or acquired by the Lender), collectively the "“Collateral"”, including, without limitation, all of the Grantor's Borrower’s right, title and interest in the following: (i) all Receivables; (ii) all General Intangibles; (iii) all goods, including, without limitation, Equipment; (iv) Chattel Paper, including, without limitation, all tangible and electronic chattel paper; (v) all Instruments, including, without limitation, all promissory notes; (vi) all Documents; (vii) all deposit accounts; (viii) all letters of credit, banker's ’s acceptances and similar instruments and including all letter-of-credit rights; (ix) all supporting obligations and all present and future liens, security interests, rights, remedies, title and interest in, to and in respect of any Collateral, including (A) rights and remedies under or relating to guaranties, contracts of suretyship, letters of credit and credit and other insurance related to the Collateral, and (B) deposits by and property of account debtors or other persons securing the obligations of account debtors; (x) all (A) investment property (including securitiesbut not limited to the securities of any subsidiary now organized or hereinafter organized of the Borrower, whether certificated or uncertificated, securities accounts, security entitlements, commodity contracts or commodity accounts) and (B) monies, credit balances, deposits and other property of the Grantor Borrower now or hereafter held or received by or in transit to the Lender or at any other depository or other institution from or for the account of the GrantorBorrower, whether for safekeeping, pledge, custody, transmission, collection or otherwise; (xi) all commercial tort claims; (xii) all Records; and (xiii) all products and Proceeds of the foregoing, in any form, including insurance proceeds and all claims against third parties for loss or damage to or destruction of or other involuntary conversion of any kind or nature of any or all of the other Collateral. Attached hereto and marked Schedule 1 is a list of the collateral. (b) The Grantor Borrower irrevocably and unconditionally authorizes the Lender (or its agent) to file at any time and from time to time such financing statements with respect to the Collateral naming the Lender as the secured party and the Grantor Borrower as debtor, as the Lender may require, and including any other information with respect to the Grantor Borrower or otherwise required by Article 9 of the Uniform Commercial Code of such jurisdiction as the Lender may determine in good faith, together with any amendment and continuations with respect thereto, which authorization shall apply to all financing statements filed on, prior to or after the date hereof. The Lender hereby ratifies and approves all financing statements naming the Lender as secured party and the Grantor Borrower as debtor with respect to the Collateral (and any amendments with respect to such financing statements) filed by or on behalf of the Lender prior to the date hereof and ratifies and confirms the authorization of the Lender to file such financing statements (and amendments, if any). The Grantor Borrower hereby authorizes the Lender to adopt on behalf of the Grantor Borrower any symbol required for authenticating any electronic filing. In the event that the description of the collateral in any financing statement naming the Lender as the secured party and the Grantor Borrower as debtor includes assets and properties of the Grantor Borrower that do not at any time constitute Collateral, whether hereunder, under any of the other Financing Agreements or otherwise, the filing of such financing statement shall nonetheless be deemed authorized by the Grantor Borrower to the extent of the Collateral included in such description and it shall not render the financing statement ineffective as to any of the Collateral or otherwise affect the financing statement as it applies to any of the Collateral, provided, that, in such event, upon the Grantor's Borrower’s written request and at the Grantor's Borrower’s expense, the Lender shall file such amendments to its financing statements to change the assets described therein so as to constitute the Collateral. In no event shall the Grantor Borrower at any time file, or permit or cause to be filed, any correction statement or termination statement with respect to any financing statement (or amendment or continuation with respect thereto) naming the Lender as secured party and the Grantor Borrower as debtor so long as this Agreement has not been terminated or all of the Obligations have not been paid and satisfied in full in immediately available funds. (c) In the event that any goods, documents of title are at any time after the date hereof in the custody, control or possession of another person, the Grantor Borrower shall promptly notify the Lender thereof in writing. Promptly upon the Lender's ’s request, the Grantor Borrower shall promptly obtain an acknowledgment from such other person, in form and substance satisfactory to the Lender, that such other person, inter alia, acknowledges the security interest of the Lender in such collateral, agrees to waive any and all claims such other person may, at any time, have against such collateral, and agrees to permit the Lender access to, and the right to remain on, the premises of such other person so as to exercise the Lender's ’s rights and remedies and otherwise deal with such collateral and in the case of any person who at any time has custody, control or possession of any Collateral, holds such collateral for the benefit of the Lender and shall agrees to act upon the instructions of the Lender, without the further consent of the GrantorBorrower. (d) The Grantor Borrower agrees at all times to keep in all material respects accurate and complete accounting records with respect to the Collateral, including, but not limited to, a record of all payments and Proceeds received.