Common use of Grant of Security Interest/Precautionary Filing Clause in Contracts

Grant of Security Interest/Precautionary Filing. (a) Both (i) to guard against the possibility that it is determined that Article 9 of the UCC applies or may apply to the transactions contemplated hereby, and (ii) to secure payment of and performance by Retailer of any and all indebtedness, liabilities or obligations, now existing or hereafter arising pursuant to this Agreement, including indebtedness, liabilities and obligations that may be deemed to exist in the event of the applicability of Article 9 of the UCC to, and any recharacterization of, any transactions contemplated hereby, Retailer grants to Bank a security interest in all of Retailer’s right, title and interest, if any, now existing or hereafter arising in all (i) Accounts, Account Documentation and Indebtedness; (ii) all deposits, credit balances and reserves on Bank’s books relating to any such Accounts; and (iii) all proceeds of any of the foregoing (the “Collateral”). For the avoidance of doubt, Bank’s security interest does not include amounts paid by Bank to Retailer pursuant to this Agreement. (b) Retailer represents and warrants that it has not and will not grant any security interest to or authorize the filing of any financing statement in favor of any person that attaches to or covers any of the Collateral or that would attach to or cover such Collateral, if contrary to the intent of the parties to this Agreement, Retailer was determined to have any rights therein, other than any security interests or financing statements that have lapsed or been terminated. Bank acknowledges that Retailer has entered into, and will hereafter modify and enter into new credit facilities which are secured by some or all of Retailer’s assets other than the Collateral and that the documents evidencing such credit facilities grant, among other things, the lenders thereunder the right to set-off against various bank accounts of Retailer. (c) Retailer agrees to cooperate fully with Bank, as Bank may reasonably request, in order to give effect to the security interests granted by this Section 7.13. Retailer hereby authorizes Bank to file such UCC-l or comparable statements as Bank reasonably deems necessary or appropriate to perfect such security interests. Retailer represents and warrants that as of the date hereof the following is the true and correct corporate name and state of organization of Retailer: Xxxxx Mart, Inc., a Florida corporation. Retailer agrees to provide Bank with thirty (30) days’ prior notice of any change in any of the foregoing corporate name, or any state of incorporation. Bank agrees to provide a written explanation of the prophylactic nature of its security interest to any third party promptly upon Retailer’s request. (d) Unless Bank shall have otherwise consented, Retailer shall not create, assume or suffer to exist any lien on any of its right, title or interest under this Agreement or in the proceeds thereof.

Grant of Security Interest/Precautionary Filing. (a) Both (i) to guard against the possibility that it is determined that Article 9 of the UCC applies or may apply to the transactions contemplated hereby, and (ii) to secure payment of and performance by Retailer of any and all indebtedness, liabilities or obligations, now existing or hereafter arising pursuant to this Agreement, including indebtedness, liabilities and obligations that may be deemed to exist in the event of the applicability of Article 9 of the UCC to, and any recharacterization of, any transactions contemplated hereby, Retailer grants to Bank a security interest in all of Retailer’s right, title and interest, if any, now existing or hereafter arising in all (i) Accounts, Account Documentation and Indebtedness; (ii) all deposits, credit balances and reserves on Bank’s books relating to any such Accounts; and (iii) all proceeds of any of the foregoing (the “Collateral”). For the avoidance of doubt, Bank’s security interest does not include amounts paid by Bank to Retailer pursuant to this Agreement. (b) Retailer represents and warrants that it has not and will not grant any security interest to or authorize the filing of any financing statement in favor of any person that attaches to or covers any of the Collateral property set forth in the preceding subsection (a) or that would attach to or cover such Collateralproperty, if contrary to the intent of the parties to this Agreement, Retailer was determined to have any rights therein, other than any security interests or financing statements that have lapsed or been terminated. Bank acknowledges that Retailer has entered into, and will hereafter modify and enter into new credit facilities which are secured by some or all of Retailer’s assets other than the Collateral and that the documents evidencing such credit facilities grant, among other things, the lenders thereunder the right to set-off against various bank accounts of Retailer. (c) Retailer agrees to cooperate fully with Bank, as Bank may reasonably request, in order to give effect to the security interests granted by this Section 7.13. Retailer hereby authorizes Bank to file such UCC-l or comparable statements as Bank reasonably deems necessary or appropriate to perfect such security interests. Retailer represents and warrants that as of the date hereof the following is the true and correct corporate name and state of organization of Retailer: Xxxxx Mart, Inc., a Florida corporation. Retailer agrees to provide Bank with thirty (30) days’ prior written notice of any change in any of the foregoing corporate name, or any state of incorporation. Bank agrees to provide a written explanation of the prophylactic nature of its security interest to any third party promptly upon Retailer’s request. (d) Unless Bank shall have otherwise consentedconsented in writing, Retailer shall not create, assume or suffer to exist any lien on any of its right, title or interest under this Agreement or in the proceeds thereof.

Grant of Security Interest/Precautionary Filing. (a) The parties hereto agree that the transactions contemplated herein shall constitute a program for the extension of consumer credit and service to customers of Retailer. Both (i) to guard against the possibility that it is determined that Article 9 of the UCC applies or may apply to the transactions contemplated hereby, and (ii) to secure payment of and performance by Retailer of any and all indebtedness, liabilities or obligations, now existing or on hereafter arising whatsoever of Retailer to Bank, however arising, pursuant to this Agreement, including indebtedness, liabilities and obligations that may be deemed to exist in the event of the applicability of Article 9 of the UCC to, and any recharacterization of, any transactions contemplated hereby, Retailer hereby grants to Bank a first priority continuing security interest in and to all of Retailer’s 's right, title and interest, if any, interest now owned or existing or hereafter acquired or arising *Confidential treatment has been requested with respect to this information. in, to and under the following property (in each case, existing at any time, past, present or future) together with the proceeds thereof: (A) all (i) Accounts, Account Documentation Indebtedness and IndebtednessProgram Documents; (iiB) all deposits, credit balances and reserves on Bank’s 's books relating relative to any such Accounts; , including, but not limited to the Credit Promotions Account and (iiiC) all proceeds of the foregoing. All creditors of Retailer seeking to obtain a security interest in any of the foregoing (collateral shall be required to subordinate their security interests to the “Collateral”). For the avoidance of doubt, Bank’s security interest does not include amounts paid by of Bank in the foregoing collateral as a condition precedent to Retailer pursuant to this Agreement. (b) Retailer represents and warrants that it has not and will not grant obtaining any such security interest to or authorize the filing of any financing statement in favor of any person that attaches to or covers any of the Collateral or that would attach to or cover such Collateral, if contrary to the intent of the parties to this Agreement, Retailer was determined to have any rights therein, other than any security interests or financing statements that have lapsed or been terminatedinterest. Bank acknowledges that Retailer has entered into, and will hereafter modify and enter into new credit facilities which are secured by some or all of Retailer’s assets other than the Collateral and that the documents evidencing such credit facilities grant, among other things, the lenders thereunder the right to set-off against various bank accounts of Retailer. (c) Retailer agrees to cooperate fully with Bank, Bank as Bank may reasonably request, request in order to give effect to the security interests interest granted by this Section 7.13. Retailer hereby authorizes Bank to file such 6.03, including, without limitation, the filing of UCC-l or comparable statements as Bank reasonably deems necessary or appropriate in order to perfect such security interestsinterest. Retailer represents and warrants that as of the date hereof the following is the true and correct corporate name and state of organization of Retailer: Xxxxx MartFor filing purposes, Inc., a Florida corporation. Retailer agrees to provide Bank with thirty (30) days’ not less than 30 days prior written notice of any change in location of its executive offices or principal place of business or any change of its corporate name and, notwithstanding the foregoing, no such change shall be effected before Retailer shall have supplied Bank signed copies of all filings and actions as Bank may reasonably determine to be necessary or appropriate to preserve and maintain at all times the perfection and priority of the foregoing corporate name, security interests granted or any state of incorporation. purported to be granted to Bank agrees to provide a written explanation of the prophylactic nature of its security interest to any third party promptly upon Retailer’s requesthereunder. (d) Unless Bank shall have otherwise consented, Retailer shall not create, assume or suffer to exist any lien on any of its right, title or interest under this Agreement or in the proceeds thereof.

Grant of Security Interest/Precautionary Filing. (a) Both Effective as of the Program Commencement Date, both (ix) as a precaution against the application of the Uniform Commercial Code (or any other analogous personal property security law as in effect from time to time) to guard against this transaction or the possibility that it is determined that Article 9 recharacterization of the UCC applies or may apply to the transactions contemplated herebythis transaction, and (iiy) to secure payment of and performance by Retailer LESCO of any and all indebtedness, liabilities or obligations, now existing or hereafter arising pursuant to this Agreement, including indebtedness, liabilities and obligations that may be deemed to exist in the event of the applicability of Article 9 of the UCC to, and any recharacterization of, any transactions contemplated hereby, Retailer LESCO grants to Bank a security interest in all of Retailer’s LESCO's right, title and interest, if any, now existing or hereafter arising in all (i) Accounts, Account Documentation and Indebtedness; , (ii) all deposits, credit balances and reserves on Bank’s 's books relating to any such Accounts; , (iii) all goods financed on Accounts and returned to LESCO by Accountholders for which LESCO has not repaid Bank, and (iiiiv) all proceeds of any of the foregoing (the “Collateral”). For the avoidance of doubt, Bank’s security interest does not include amounts paid by Bank to Retailer pursuant to this Agreementforegoing. (b) Retailer represents and warrants that it has not and will not grant any security interest to or authorize the filing of any financing statement in favor of any person that attaches to or covers any of the Collateral or that would attach to or cover such Collateral, if contrary to the intent of the parties to this Agreement, Retailer was determined to have any rights therein, other than any security interests or financing statements that have lapsed or been terminated. Bank acknowledges that Retailer has entered into, and will hereafter modify and enter into new credit facilities which are secured by some or all of Retailer’s assets other than the Collateral and that the documents evidencing such credit facilities grant, among other things, the lenders thereunder the right to set-off against various bank accounts of Retailer. (c) Retailer LESCO agrees to cooperate fully with Bank, as Bank may reasonably request, in order to give effect to the security interests granted by this Section 7.136.16. Retailer LESCO hereby authorizes Bank to file such UCC-l or comparable statements as Bank reasonably deems necessary or appropriate to perfect such security interests. Retailer LESCO represents and warrants that as of the date hereof the following is are the true and correct corporate name and state names of organization of Retailereach LESCO affiliate signatory below: Xxxxx Mart(i) LESCO, Inc., a Florida corporationincorporated in the State of Ohio; LESCO Services, Inc., incorporated in the State of Ohio; (iii) AIM Lawn & Garden Products, Inc., incorporated in the State of Ohio; and (iv) LESCO Technologies, LLC, organized under the laws of the State of Nevada. Retailer LESCO agrees to provide Bank with thirty (30) days’ ' prior written notice of any change in any of the foregoing corporate namenames, or any state states of incorporation. Bank agrees to provide a written explanation of the prophylactic nature of its security interest to any third party promptly upon Retailer’s requestincorporation or organization. (dc) Unless Bank shall have otherwise consentedconsented in writing, Retailer LESCO shall not create, assume or suffer to exist any lien on any of its right, title or interest under this Agreement or in the proceeds thereof.

Grant of Security Interest/Precautionary Filing. (a) Both (i) to guard against the possibility that it is determined that Article 9 of the UCC applies or may apply to the transactions contemplated hereby, and (ii) to secure payment of and performance by Retailer of any and all indebtedness, liabilities or obligations, now existing or hereafter arising pursuant to this Agreement, including indebtedness, liabilities and obligations that may be deemed to exist in the event of the applicability of Article 9 of the UCC to, and any recharacterization of, any transactions contemplated hereby, Retailer grants to Bank a security interest in all of Retailer’s right, title and interest, if any, now existing or hereafter arising in all (i) Accounts, Account Documentation and Indebtedness; , (ii) all deposits, credit balances and reserves on Bank’s books relating to any such Accounts; Accounts (including the Innovation Fund and Collateral Account), (iii) all goods financed on Accounts and returned to Retailer by Cardholders for which Retailer has not repaid Bank, and (iiiiv) all proceeds of any of the foregoing (the “Collateral”). For the avoidance of doubt, Bank’s security interest does not include amounts paid by Bank to Retailer pursuant to this Agreementforegoing. (b) Retailer represents and warrants that it has not and will not grant any security interest to to, or authorize the filing of any financing statement in favor of of, any person that attaches to or covers any of the Collateral or that would attach to or cover such Collateralany of the property described in clauses (i) through (iv) of the preceding subsection (a) if, if contrary to the intent of the parties to this Agreement, Retailer was determined to have any rights therein, other than any security interests or financing statements that have lapsed or been terminated. Bank acknowledges that Retailer has entered into, and will hereafter modify and enter into new credit facilities which are secured by some or all of Retailer’s assets other than the Collateral and that the documents evidencing such credit facilities grant, among other things, the lenders thereunder the right to set-off against various bank accounts of Retailer. (c) Retailer agrees to, and will use reasonable efforts to cause its current and former Authorized Dealers to, cooperate fully with Bank, as Bank may reasonably request, in order to give effect to the security interests granted by this Section 7.136.16. Retailer hereby authorizes Bank to file such UCC-l or (or, in the event of a change in Applicable Laws, comparable statements statements) as Bank reasonably deems necessary or appropriate to perfect such security interests. The UCC-1 Bank will file upon execution of this Agreement is attached hereto as Exhibit D. Retailer represents and warrants that as of the date hereof the following is are the true and correct corporate name names and state states of organization of the entities defined collectively herein as “Retailer”: Xxxxx Mart, Inc., a Florida corporation. Retailer agrees to provide Bank with thirty (30) days’ prior notice of any change in any of the foregoing corporate name, or any state of incorporation. Bank agrees to provide a written explanation of the prophylactic nature of its security interest to any third party promptly upon Retailer’s request. (d) Unless Bank shall have otherwise consented, Retailer shall not create, assume or suffer to exist any lien on any of its right, title or interest under this Agreement or in the proceeds thereof.i)

Grant of Security Interest/Precautionary Filing. (a) Both (i) to guard against the possibility that it is determined that Article 9 of the UCC applies or may apply to the transactions contemplated hereby, and (ii) to secure payment of and performance by Retailer of any and all indebtedness, liabilities or obligations, now existing or hereafter arising pursuant to this Agreement, including indebtedness, liabilities and obligations that may be deemed to exist in the event of the applicability of Article 9 of the UCC to, and any recharacterization of, any transactions contemplated hereby, Retailer grants to Bank a security interest in all of Retailer’s right, title and interest, if any, now existing or hereafter arising in all (i) Accounts, Account Documentation and Indebtedness; , (ii) all deposits, credit balances and reserves on Bank’s books relating to any such Accounts; , (iii) all goods financed on Accounts and returned to Retailer by Cardholders for which Retailer has not repaid Bank, and (iiiiv) all proceeds of any of the foregoing (the “Collateral”). For the avoidance of doubt, Bank’s security interest does not include amounts paid by Bank to Retailer pursuant to this Agreementforegoing. (b) Retailer represents and warrants that it has not and will not grant any security interest to or authorize the filing of any financing statement in favor of any person that attaches to or covers any of the Collateral property set forth in the preceding subsection (a) or that would attach to or cover such Collateralproperty, if contrary to the intent of the parties to this Agreement, Retailer was determined to have any rights therein, other than any security interests or financing statements that have lapsed or been terminated. Bank acknowledges that Retailer has entered into, and will hereafter modify and enter into new credit facilities which are secured by some or all of Retailer’s assets other than the Collateral and that the documents evidencing such credit facilities grant, among other things, the lenders thereunder the right to set-off against various bank accounts of Retailer. (c) Retailer agrees to cooperate fully with Bank, as Bank may reasonably request, in order to give effect to the security interests granted by this Section 7.136.16. Retailer hereby authorizes Bank to file such UCC-l or comparable statements as Bank reasonably deems necessary or appropriate to perfect such security interests. Retailer represents and warrants that as of the date hereof the following is the true and correct corporate name and state of organization of Retailer: Xxxxx Mart, Inc., a Florida corporationRetailer are set forth in the preamble paragraph hereto. Retailer agrees to provide Bank with thirty (30) days’ prior written notice of any change in any of the foregoing corporate name, or any state of incorporation. Bank agrees to provide a written explanation of the prophylactic nature of its security interest to any third party promptly upon Retailer’s request. (d) Unless Bank shall have otherwise consentedconsented in writing, Retailer shall not create, assume or suffer to exist any lien on any of its right, title or interest under this Agreement or in the proceeds thereof.

Grant of Security Interest/Precautionary Filing. (a) Both Purchases under the Program shall constitute extensions of credit directly from Bank to customers of JCPenney, other Authorized Entities and/or, to the extent of Purchases under the Dual Card Program, other merchants. The Uniform Commercial Code (“UCC”) does not apply to the Program or to any of the transactions under the Program including, without limitation, the Bank Private Label Marketing Obligation and Bank Dual Card Marketing Obligation. However, both (i) to guard against the possibility that it is determined that Article 9 such extensions of the UCC applies or may apply to the transactions contemplated herebycredit are secured financings of JCPenney, and (ii) to secure payment of and performance by Retailer JCPenney of any and all indebtedness, liabilities liabilities, or obligations, now existing or hereafter arising pursuant to this Agreement, including indebtedness, liabilities and obligations that may be deemed to exist in the event of the applicability of Article 9 of the UCC to, and any recharacterization of, any transactions contemplated hereby, Retailer JCPenney hereby grants to Bank a security interest in all of RetailerJCPenney’s right, title and interest, if any, now existing or hereafter arising in, to and under the following property (in each case, existing at any time, past, present or future) (collectively, the “Bank Property”): (A) all (i) Accounts, Account Documentation and Indebtedness; (iiB) the Bank Private Label and Bank Dual Card Marketing Obligations, (C) all deposits, credit balances and reserves on Bank’s books relating related to any such Accounts; (D) all returned merchandise sold on an Account; and (iiiE) all proceeds of any of the foregoing (the “Collateral”). For the avoidance of doubt, Bank’s security interest does not include amounts paid by Bank to Retailer pursuant to this Agreementforegoing. (b) Retailer JCPenney represents and warrants that it has not and will not grant any security interest to not, on or authorize before the filing date of any financing statement in favor of any person that attaches to or covers any of the Collateral or that would attach to or cover such Collateral, if contrary to the intent of the parties to this Agreement, Retailer was determined to have granted any rights therein, Potentially Competing Security Interests or signed any Potentially Competing Financing Statements other than any security interests or financing statements that have lapsed or been terminated. JCPenney agrees that it will not, on or after the date of this Agreement, grant any Potentially Competing Security Interest or sign any Potentially Competing Financing Statement, by adding to any grant of a security interest by JCPenney that may be a Potentially Competing Security Interest, which shall expressly include a provision in such grant that excludes any interest of Bank acknowledges as provided in Section 8.1(a). If, despite JCPenney’s commercially reasonable efforts, such language is not included through inadvertence in a grant of Potentially Competing Security Interest, JCPenney will act diligently in soliciting such other secured party to carve out of its security interest the property specified in Section 8.1(a) so that Retailer has entered into, and will hereafter modify and enter into new credit facilities which are secured by some or all of Retailer’s assets other than the Collateral and that the documents evidencing such credit facilities grant, among other things, the lenders thereunder the right to set-off against various bank accounts of Retailerthere is no Potentially Competing Security Interest. (c) Retailer JCPenney agrees to cooperate fully with Bank, the Bank as Bank may reasonably request, request in order to give effect to and perfect the security interests granted by this Section 7.13Article VIII. Retailer hereby authorizes Bank to file such UCC-l or comparable statements as Bank reasonably deems necessary or appropriate to perfect such security interests. Retailer represents and warrants that as of the date hereof the following is the true and correct corporate name and state of organization of Retailer: Xxxxx Mart, Inc., a Florida corporation. Retailer JCPenney agrees to provide Bank with not less than thirty (30) days’ days prior written notice of any change in any location of the foregoing executive offices or principal place of business of JCPenney or of any change of JCPenney’s corporate name, name and JCPenney shall supply Bank with signed copies of all filings requested by Bank within ten (10) days of such request and shall promptly take such actions as Bank may reasonably determine to be necessary or any state of incorporation. Bank agrees appropriate to provide a written explanation preserve and maintain at all times the perfection and priority of the prophylactic nature of its security interest interests granted or purported to any third party promptly upon Retailer’s request. (d) be granted to Bank hereunder. Unless Bank shall have otherwise consentedconsented in writing, Retailer JCPenney shall not create, assume or suffer to exist any lien on any of its right, title or interest under this Agreement or in the proceeds thereof. The initial form of the Financing Statement(s) shall be in substantially the form of Exhibit Y, and amendments shall be in a form reasonably acceptable to JCPenney.

Grant of Security Interest/Precautionary Filing. (a) Both (i) to guard against the possibility that it is determined that Article 9 of the UCC applies or may apply to the transactions contemplated hereby, and (ii) to secure payment of and performance by Retailer of any and all indebtedness, liabilities or obligations, now existing or hereafter arising pursuant to this Agreement, including indebtedness, liabilities and obligations that may be deemed to exist in the event of the applicability of Article 9 of the UCC to, and any recharacterization of, any transactions contemplated hereby, Retailer grants to Bank a security interest in all of Retailer’s right, title and interest, if any, now existing or hereafter arising in all (i) Accounts, Account Documentation and Indebtedness; (ii) all deposits, credit balances and reserves on Bank’s books relating to any such Accounts; and (iii) all proceeds of any of the foregoing (the “Collateral”). For the avoidance of doubt, Bank’s security interest does not include amounts paid by Bank to Retailer pursuant to this Agreementforegoing. (b) Retailer represents and warrants that it has not and will not grant any security interest to or authorize the filing of any financing statement in favor of any person that attaches to or covers any of the Collateral property set forth in the preceding subsection (a) or that would attach to or cover such Collateralproperty, if contrary to the intent of the parties to this Agreement, Retailer was determined to have any rights therein, other than any security interests or financing statements that have lapsed or been terminated. Bank acknowledges that Retailer has entered into, and will hereafter modify and enter into new credit facilities which are secured by some or all of Retailer’s assets other than the Collateral and that the documents evidencing such credit facilities grant, among other things, the lenders thereunder the right to set-off against various bank accounts of Retailer. (c) Retailer agrees to cooperate fully with Bank, as Bank may reasonably request, in order to give effect to the security interests granted by this Section 7.130. Retailer hereby authorizes Bank to file such UCC-l or comparable statements as Bank reasonably deems necessary or appropriate to perfect such security interests. Retailer represents and warrants that as of the date hereof the following is the true and correct corporate name and state of organization of Retailer: Xxxxx Mart, Inc., a Florida corporation. Retailer agrees to provide Bank with thirty (30) days’ prior written notice of any change in any of the foregoing corporate name, or any state of incorporation. Bank agrees to provide a written explanation of the prophylactic nature of its security interest to any third party promptly upon Retailer’s request. (d) Unless Bank shall have otherwise consentedconsented in writing, Retailer shall not create, assume or suffer to exist any lien on any of its right, title or interest under this Agreement or in the proceeds thereof.

Grant of Security Interest/Precautionary Filing. (a) Both (i) to guard against the possibility that it is determined that Article 9 of the UCC applies or may apply to the transactions contemplated hereby, and (ii) to secure payment of and performance by Retailer of any and all indebtedness, liabilities or obligations, now existing or hereafter arising pursuant to this Agreement, including indebtedness, liabilities and obligations that may be deemed to exist in the event of the applicability of Article 9 of the UCC to, and any recharacterization of, any transactions contemplated hereby, Retailer grants to Bank a security interest in all of Retailer’s right, title and interest, if any, now existing or hereafter arising in all (i) Accounts, Account Documentation and Indebtedness; , (ii) all deposits, credit balances and reserves on Bank’s books relating to any such Accounts; Accounts (including the Collateral Account), (iii) all goods financed on Accounts and returned to Retailer by Cardholders for which Retailer has not repaid Bank, and (iiiiv) all proceeds of any of the foregoing (the “Collateral”). For the avoidance of doubt, Bank’s security interest does not include amounts paid by Bank to Retailer pursuant to this Agreementforegoing. (b) Retailer represents and warrants that it has not and will not grant any security interest to or authorize the filing of any financing statement in favor of any person that attaches to or covers any of the Collateral property set forth in the preceding subsection (a) or that would attach to or cover such Collateralproperty, if contrary to the intent of the parties to this Agreement, Retailer was determined to have any rights therein, other than any security interests or financing statements that have lapsed or been terminated. Bank acknowledges that Retailer has entered into, and will hereafter modify and enter into new credit facilities which are secured by some or all of Retailer’s assets other than the Collateral and that the documents evidencing such credit facilities grant, among other things, the lenders thereunder the right to set-off against various bank accounts of Retailer. (c) Retailer agrees to cooperate fully with Bank, as Bank may reasonably request, in order to give effect to the security interests granted by this Section 7.136.15. Retailer hereby authorizes Bank to file such UCC-l or comparable statements as Bank reasonably deems necessary or appropriate to perfect such security interests. Retailer represents and warrants that as of the date hereof the following is the true and correct corporate name and name, state of organization organization, and principal place of Retailer: Xxxxx Martbusiness of Select Comfort and SCRC, Inc.respectively: (i) Select Comfort Corporation; incorporated in the State of Minnesota; principal place of business, a Florida corporation0000 Xxxxxxx Xxxx North, Suite 100, Minneapolis, Minnesota, 55442; and, Select Comfort Retail Corporation; incorporated in the State of Minnesota; principal place of business, 0000 Xxxxxxx Xxxx North, Suite 200, Minneapolis, Minnesota, 55442. Retailer agrees to provide Bank with thirty (30) days’ prior written notice of any change in any of the foregoing corporate name, or any state of incorporation. Bank agrees to provide a written explanation of the prophylactic nature of its security interest to any third party promptly upon Retailer’s request. (d) Unless Bank shall have otherwise consentedconsented in writing, Retailer shall not create, assume or suffer to exist any lien on any of its right, title or interest under this Agreement or in the proceeds thereof. Without limiting the foregoing, Bank hereby consents to the security interest of the Working Capital Lender in this Agreement and such proceeds; provided, that Retailer acknowledges that such security interest is subject in all respects to any and all rights of Bank hereunder or under applicable law to set-off, net or recoup amounts due Bank against amounts due Retailer.

Grant of Security Interest/Precautionary Filing. (a) Both Purchases under the Program shall constitute extensions of credit directly from Bank to customers of JCPenney or Authorized Entities and/or, to the extent of Purchases under the Dual Card Program, other merchants. The Uniform Commercial Code (“UCC”) does not apply to the Program or to any of the transactions under the Program including the Bank Marketing Fund or the Bank Marketing Obligation. However, both (i) to guard against the possibility that it is determined that Article 9 such extensions of the UCC applies or may apply to the transactions contemplated herebycredit are secured financings of JCPenney, and (ii) to secure payment of and performance by Retailer JCPenney of any and all indebtedness, liabilities liabilities, or obligations, now existing or hereafter arising pursuant to this Agreement, including indebtedness, liabilities and obligations that may be deemed to exist in the event of the applicability of Article 9 of the UCC to, and any recharacterization of, any transactions contemplated hereby, Retailer JCPenney hereby grants to Bank a security interest in all of RetailerJCPenney’s right, title and interest, if any, now existing or hereafter arising in, to and under the following property (in each case, existing at any time, past, present or future) (collectively, the “Bank Property”): (A) all (i) Accounts, Account Documentation and Indebtedness; (iiB) the Bank Marketing Fund and the Bank Marketing Obligation; (C) all deposits, credit balances and reserves on Bank’s books relating related to any such Accounts; (D) all returned merchandise sold on an Account; and (iiiE) all proceeds of any of the foregoing (the “Collateral”). For the avoidance of doubt, Bank’s security interest does not include amounts paid by Bank to Retailer pursuant to this Agreementforegoing. (b) Retailer JCPenney represents and warrants that it has not and will not grant not, on or before the Effective Date, granted any security interest to Potentially Competing Security Interests or authorize the filing of signed any financing statement in favor of any person that attaches to or covers any of the Collateral or that would attach to or cover such Collateral, if contrary to the intent of the parties to this Agreement, Retailer was determined to have any rights therein, Potentially Competing Financing Statements other than any security interests or financing statements that have lapsed or been terminated. JCPenney agrees that it will not, on or after the date of this Agreement, grant any Potentially Competing Security Interest or sign any Potentially Competing Financing Statement, by adding to any grant of a security interest by JCPenney that may be a Potentially Competing Security Interest, which shall expressly include a provision in such grant that excludes any interest of Bank acknowledges as provided in Section 8.1(a). If, despite JCPenney’s commercially reasonable efforts, such language is not included through inadvertence in a grant of Potentially Competing Security Interest, JCPenney will act diligently in soliciting such other secured party to carve out of its security interest the property specified in Section 8.1(a) so that Retailer has entered into, and will hereafter modify and enter into new credit facilities which are secured by some or all of Retailer’s assets other than the Collateral and that the documents evidencing such credit facilities grant, among other things, the lenders thereunder the right to set-off against various bank accounts of Retailerthere is no Potentially Competing Security Interest. (c) Retailer JCPenney agrees to cooperate fully with Bank, the Bank as Bank may reasonably request, request in order to give effect to and perfect the security interests granted by this Article VIII and Section 7.135 (Reserve Account) of Schedule 4.1 (Settlement). Retailer hereby authorizes Bank to file such UCC-l or comparable statements as Bank reasonably deems necessary or appropriate to perfect such security interests. Retailer represents and warrants that as of the date hereof the following is the true and correct corporate name and state of organization of Retailer: Xxxxx Mart, Inc., a Florida corporation. Retailer JCPenney agrees to provide Bank with not less than thirty (30) days’ days prior written notice of any change in any location of the foregoing executive offices or principal place of business of JCPenney or of any change of JCPenney’s corporate namename and JCPenney shall supply Bank with signed copies of all filings requested by Bank within ten (10) days of such request. JCPenney hereby authorizes Bank to make such filings on behalf of JCPenney, and shall promptly take such actions, in each case as Bank may reasonably determine to be necessary or any state appropriate to preserve and maintain at all times the perfection and priority of incorporationthe security interests granted or purported to be granted to Bank hereunder. Bank agrees shall provide notice to provide a written explanation of the prophylactic nature of its security interest JCPenney at least three (3) Business Days prior to any third party promptly upon Retailer’s request. (d) such filing. Unless Bank shall have otherwise consentedconsented in writing, Retailer JCPenney shall not create, assume or suffer to exist any lien on any of its right, title or interest under this Agreement or in the proceeds thereof. JCPenney’s obligations with respect to filings to perfect the security interests granted under this Agreement shall terminate and Bank shall release any such filings (i) in connection with the sale of the Program Assets under Schedule 10.4(a) (Purchase Option), or (ii) after the Term when JCPenney has fully performed all obligations under this Agreement which are secured by the security interest and no further obligations may arise.