Common use of Lien Perfection; Further Assurances Clause in Contracts

Lien Perfection; Further Assurances. Promptly after Administrative Agent’s request therefor, US Borrowers shall execute or cause to be executed and deliver to Administrative Agent such instruments, assignments, title certificates or other documents (the “Additional Documents”) as are necessary under the UCC or other Applicable Law to perfect (or continue the perfection of) Administrative Agent’s Lien upon the Collateral (provided that Administrative Agent’s Lien (i) on Excluded Deposit Accounts and LKE Joint Accounts need not be perfected, (ii) on any Vehicle located in the United States not included in the Aggregate Borrowing Base need not be perfected and (iii) on Collateral with respect to which Administrative Agent and the Borrower Representative have reasonably agreed that the cost of perfecting a security interest therein is excessive in relation to the benefit of the security to be afforded thereby need not be perfected), and shall take such other action as may be requested by Administrative Agent to perfect (or continue the perfection of) Administrative Agent’s Lien. Each US Borrower hereby authorizes Administrative Agent to file financing statements that indicate the collateral (i) as all assets of such US Borrower or words of similar effect (other than property specifically excluded from Collateral as set forth in Section 6.1), or (ii) as being of an equal or lesser scope, or with greater or lesser detail, than as set forth in Section 6.1, on such US Borrower’s behalf. Each US Borrower also hereby ratifies its authorization for Administrative Agent to have filed in any jurisdiction any UCC financing statements or amendments thereto if filed prior to the Closing Date. No US Borrower shall terminate, amend or file a correction statement with respect to any UCC financing statement filed pursuant to this Section 6.5 without Administrative Agent’s prior written consent.

Lien Perfection; Further Assurances. Promptly after Administrative Agent’s request therefor, US Borrowers Borrower shall execute or cause to such UCC-1 financing statements as may be executed required by the UCC and deliver to Administrative Agent such other instruments, assignments, title certificates assignments or other documents (the “Additional Documents”) as are necessary under the UCC or other Applicable Law to perfect (or continue the perfection of) Administrative Agent’s Lien Lender's lien upon any of the Collateral (provided that Administrative Agent’s Lien (i) on Excluded Deposit Accounts and LKE Joint Accounts need not be perfected, (ii) on any Vehicle located in the United States not included in the Aggregate Borrowing Base need not be perfected and (iii) on Collateral with respect to which Administrative Agent and the Borrower Representative have reasonably agreed that the cost of perfecting a security interest therein is excessive in relation to the benefit of the security to be afforded thereby need not be perfected), and shall take such other action as may be requested by Administrative Agent required to perfect (or to continue the perfection of) Administrative Agent’s Lienof Lender's lien upon the Collateral. Each US Unless prohibited by applicable law, Borrower hereby irrevocably authorizes Administrative Agent Lender to execute and/or file any such financing statements, including, without limitation, financing statements that indicate the collateral (i) Collateral as all assets of such US Borrower or words of similar effect (other than property specifically excluded from Collateral as set forth in Section 6.1), or (ii) as being of an equal or lesser scope, or with greater or lesser detail, than as set forth in Section 6.1effect, on such US Borrower’s 's behalf. Each US Borrower also hereby ratifies its authorization for Administrative Agent Lender to have filed in any jurisdiction any UCC like financing statements or amendments thereto if it filed prior to the Closing Datedate hereof. No US The parties agree that a photographic or other reproduction of this Agreement shall be sufficient as a financing statement and may be filed in any appropriate office in lieu thereof. At Lender's reasonable request, Borrower shall terminatealso promptly execute or cause to be executed and shall deliver to Lender any and all documents, amend instruments and agreements deemed necessary by Lender to give effect to or file a correction statement carry out the terms or intent of the Supplemental Agreements. Borrower shall further take such steps as the Lender may reasonably request for the Lender (a) to obtain an acknowledgement, in form and substance reasonably satisfactory to the Landlord, of any bailee having possession of any of the Collateral that the bailee holds such Collateral for the Landlord, (b) to obtain "control" of any Investment Property, Deposit Accounts, Letter-of-Credit Rights or Electronic Chattel Paper (in accordance with respect provisions in Rev. ss.ss. 9-104, 9-105, 9-106 and 9-107 relating to what constitutes "co▇▇▇▇▇" for such items of Collateral), with any UCC financing statement filed pursuant agreements establishing control to this Section 6.5 without Administrative Agent’s prior written consentbe in form and substance satisfactory to the Lender, and (c) otherwise to insure the continued perfection and priority of the Lender's security interest in any of the Collateral and of the preservation of its rights therein, whether in anticipation and following the effectiveness of Revised Article 9 of the Uniform Commercial Code in any jurisdiction.

Lien Perfection; Further Assurances. Promptly after Administrative Agent’s 's request therefor, US Borrowers shall execute or cause to be executed and deliver to Administrative Agent such instruments, assignments, title certificates assignments or other documents (the “Additional Documents”) as are necessary under the UCC or other Applicable Law to perfect (or continue the perfection of) Administrative Agent’s 's Lien upon the Collateral (provided that Administrative Agent’s Lien (i) on Excluded Deposit Accounts and LKE Joint Accounts need not be perfected, (ii) on any Vehicle located in the United States not included in the Aggregate Borrowing Base need not be perfected and (iii) on Collateral with respect to which Administrative Agent and the Borrower Representative have reasonably agreed that the cost of perfecting a security interest therein is excessive in relation to the benefit of the security to be afforded thereby need not be perfected), and shall take such other action as may be requested by Administrative Agent to give effect to or carry out the intent and purposes of this Agreement; provided, however, that Agent will not seek to perfect its Lien on any Collateral under any Applicable Law other than the laws of the United States (or continue other than the perfection ofPermitted Canadian Inventory) Administrative Agent’s Lienunless (i) a Restrictive Trigger Event has occurred and (ii) Agent elects to do so after the occurrence and during the continuance of a Restrictive Trigger Event. Each US Unless prohibited by Applicable Law, each Borrower hereby irrevocably authorizes Administrative Agent to execute and file in any jurisdiction any financing statement or amendment thereto on such Borrower's behalf, including financing statements that indicate the collateral Collateral (i) as all assets or all personal property of such US Borrower or words of to similar effect (other than property specifically excluded from Collateral as set forth in Section 6.1), or (ii) as being of an equal or lesser scope, or with greater or lesser detail, than as set forth in this Section 6.1, on such US Borrower’s behalf7. Each US Borrower also hereby ratifies its authorization for Administrative Agent to have filed in any jurisdiction any UCC like financing statements statement or amendments amendment thereto if filed prior to the Closing Datedate hereof. No US Borrower The parties agree that a carbon, photographic or other reproduction of this Agreement shall terminate, amend or file be sufficient as a correction statement with respect to any UCC financing statement and may be filed pursuant to this Section 6.5 without Administrative Agent’s prior written consentin any appropriate office in lieu thereof.

Lien Perfection; Further Assurances. Promptly after Administrative Agent’s request therefor, US Subsidiary Borrowers shall execute or cause to be executed and/or authorize the filing of such UCC financing statements as are required by the UCC and deliver to Administrative Agent such other instruments, assignments, title certificates assignments or other documents (the “Additional Documents”) as are necessary under the UCC or other Applicable Law to perfect (or continue the perfection of) Administrative AgentLender’s first in priority Lien and security interest upon any of the Collateral (provided that Administrative Agent’s Lien (i) on Excluded Deposit Accounts and LKE Joint Accounts need not be perfected, (ii) on any Vehicle located in the United States not included in the Aggregate Borrowing Base need not be perfected and (iii) on Collateral with respect to which Administrative Agent and the Borrower Representative have reasonably agreed that the cost of perfecting a security interest therein is excessive in relation to the benefit of the security to be afforded thereby need not be perfected), and shall take such other action as may be requested by Administrative Agent required to perfect (or to continue the perfection of) Administrative Agentof Lender’s LienLien and security interest upon the Collateral. Each US Borrower Unless prohibited by applicable law, Borrowers hereby irrevocably authorizes Administrative Agent Lender to execute and file or pre-file any such financing statements that indicate the collateral (i) as all assets of such US Borrower or words of similar effect (other than property specifically excluded from Collateral as set forth in Section 6.1), or (ii) as being of an equal or lesser scope, or with greater or lesser detail, than as set forth in Section 6.1, on such US Borrower’s behalf. Each US Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as Borrower’s true and lawful attorney and agent-in-fact to execute and file such financing statements, documents and other agreements and instruments and do such other acts and things as may be necessary to preserve and perfect Lender’s security interest in the Collateral. Borrower also hereby ratifies its authorization for Administrative Agent Lender to have filed in any jurisdiction any UCC like financing statements or amendments thereto if filed prior to the Closing Datedate hereof. No US The parties agree that a photographic or other reproduction of this Agreement shall be sufficient as a financing statement and may be filed in any appropriate office in lieu thereof. At Lender’s request, Borrower shall terminatealso promptly execute or cause to be executed and shall deliver to Lender any and all documents, amend instruments and agreements deemed necessary by Lender to give effect to or file a correction statement with respect carry out the terms or intent of the Loan Documents. Subsidiary Borrowers shall execute and deliver such mortgages, deeds of trust, collateral assignment of leasehold interests or such other documents and instruments as are necessary to perfect Lender’s first in priority lien and encumbrance upon the Collateral. Borrowers will promptly execute or cause to be executed and deliver to Lender any UCC financing statement filed pursuant and all further agreements, documents and instruments, and take any and all further actions which may be required under applicable law, or which Lender may, from time to time, reasonably request, in order to effectuate the transactions contemplated by this Section 6.5 without Administrative Agent’s prior written consentAgreement and the Loan Documents, and to create, perfect and maintain perfection of the Liens and security interest granted by Borrower in favor of Lender.

Lien Perfection; Further Assurances. Promptly after Administrative Agent’s request therefor, US Borrowers shall execute or cause to be executed such UCC-1 financing statements as are required by the UCC and deliver to Administrative Agent such other instruments, assignments, title certificates assignments or other documents (the “Additional Documents”) as are necessary under the UCC or other Applicable Law to perfect (or continue the perfection of) Administrative Agent’s Lien upon any of the Collateral (provided that Administrative Agent’s Lien (i) on Excluded Deposit Accounts and LKE Joint Accounts need not be perfected, (ii) on any Vehicle located in the United States not included in the Aggregate Borrowing Base need not be perfected and (iii) on Collateral with respect to which Administrative Agent and the Borrower Representative have reasonably agreed that the cost of perfecting a security interest therein is excessive in relation to the benefit of the security to be afforded thereby need not be perfected), and shall take such other action as may be requested by Administrative Agent required to perfect (or to continue the perfection of) Administrative of Agent’s LienLien upon the Collateral. Each US Unless prohibited by applicable law, each Borrower hereby authorizes Administrative Agent to execute and file any such financing statement, including, without limitation, financing statements that indicate the collateral Collateral (i) as all assets of such US Borrower or words of similar effect (other than property specifically excluded from Collateral as set forth in Section 6.1)effect, or (ii) as being of an equal or lesser scope, or with greater or lesser detail, than as set forth in Section 6.15.1, on such US Borrower’s behalf. Each US Borrower also hereby ratifies its authorization for Administrative Agent to have filed in any jurisdiction any UCC like financing statements or amendments thereto if filed prior to the date hereof. At Agent’s request and subject to the specific provisions of this Agreement, each Borrower shall also promptly execute or cause to be executed and shall deliver to Agent any and all documents, instruments and agreements deemed necessary by Agent, to give effect to or carry out the terms or intent of the Loan Documents. Notwithstanding anything to the contrary contained in this Agreement or the Loan Documents, the parties hereto acknowledge and agree that within ninety (90) days after the Closing Date. No US Borrower , provided that such efforts may take longer than ninety (90) days, Borrowers shall terminateuse commercially reasonable efforts to cause the Agent to have received evidence that documents duly executed by the applicable Loan Party(ies) have been filed with the United States Patent and Trademark Office or the United States Copyright Office, amend as applicable, as may be necessary or file a correction statement with respect to any UCC financing statement filed pursuant to this Section 6.5 without Administrative advisable for the purpose of perfecting, confirming, enforcing or protecting Agent’s prior written consentsecurity interest over each Loan Party’s patents, trademarks and copyrights registered in the United States, each of which shall be in form reasonably satisfactory to Agent.

Lien Perfection; Further Assurances. Promptly after Administrative Agent’s request therefor(a) In addition to the foregoing, US Borrowers each Borrower as debtor shall execute or cause to be executed and deliver to Administrative Agent such instruments, assignments, title certificates or other documents (the “Additional Documents”) UCC financing statements as are necessary required under the UCC or other Applicable Law to perfect (or continue the perfection of) Administrative Agent’s Lien upon the Collateral (provided that Administrative Agent’s Lien (i) on Excluded Deposit Accounts and LKE Joint Accounts need not be perfected, (ii) on any Vehicle located in the United States not included in the Aggregate Borrowing Base need not be perfected and (iii) on Collateral with respect to which Administrative Agent and the Borrower Representative have reasonably agreed that the cost of perfecting a security interest therein is excessive in relation to the benefit of the security to be afforded thereby need not be perfected)Code, and shall take such other action as do anything further that may be requested lawfully and reasonably required by Administrative Agent to perfect its security interests and to effectuate the intentions and objectives of this Agreement, including, but not limited to, the execution (if required) and delivery of continuation statements, amendments to financing statements, security agreements, contracts and any other documents required hereunder. At Agent's request, each Borrower shall also immediately deliver (with execution by such Borrower of all necessary documents or continue the perfection offorms to reflect Agent's security interest therein) Administrative to Agent’s Lien. Each US Borrower , all items for which Agent must or may receive possession to obtain a perfected security interest. (b) Agent is hereby authorizes Administrative Agent authorized to file financing statements that indicate naming Borrower as debtor, in accordance with the collateral (i) as Uniform Commercial Code, and if necessary, to the extent applicable, to otherwise file financing statements without Borrower's signature if permitted by law. Each Borrower hereby authorizes Agent to file all assets of such US Borrower or words of similar effect (other than property specifically excluded from financing statements and amendments to financing statements describing the Collateral as set forth "All Assets" or using similar language in Section 6.1)any filing office as Agent, in its sole, discretion may determine, including financing statements containing language indicating that the acquisition by a third party of any right, title or (ii) as being interest in or to the Collateral without Agent's consent shall be a violation of an equal or lesser scope, or Agent's rights. Borrowers agree to comply with greater or lesser detail, than as set forth the requirements of all federal and state laws and reasonable requests of Agent in Section 6.1, on such US Borrower’s behalf. Each US Borrower also hereby ratifies its authorization order for Administrative Agent to have filed and maintain a valid and perfected first priority security interest in the Collateral including, without limitation, executing and causing any jurisdiction any UCC financing statements or amendments thereto if filed prior other Person to execute such documents as Agent may require to obtain Control (as defined in the Closing Date. No US Borrower shall terminateUCC) over all Deposit Accounts, amend or file a correction statement with respect to any UCC financing statement filed pursuant to this Section 6.5 without Administrative Agent’s prior written consentElectronic Chattel Paper, Letter-of-Credit Rights and Investment Property.

Lien Perfection; Further Assurances. Promptly after Administrative Agent’s request therefor(a) In addition to the foregoing, US Borrowers each Borrower as debtor shall execute or cause to be executed and deliver to Administrative Agent such instruments, assignments, title certificates or other documents (the “Additional Documents”) UCC financing statements as are necessary required under the UCC or other Applicable Law to perfect (or continue the perfection of) Administrative Agent’s Lien upon the Collateral (provided that Administrative Agent’s Lien (i) on Excluded Deposit Accounts and LKE Joint Accounts need not be perfected, (ii) on any Vehicle located in the United States not included in the Aggregate Borrowing Base need not be perfected and (iii) on Collateral with respect to which Administrative Agent and the Borrower Representative have reasonably agreed that the cost of perfecting a security interest therein is excessive in relation to the benefit of the security to be afforded thereby need not be perfected)Code, and shall take such other action as do anything further that may be requested lawfully and reasonably required by Administrative Agent to perfect its security interests and to effectuate the intentions and objectives of this Agreement, including, but not limited to, the execution (or continue the perfection ofif required) Administrative and delivery of continuation statements, amendments to financing statements, security agreements, contracts and any other documents required hereunder. At Agent’s Lien. Each US request, each Borrower shall also immediately deliver (with execution by such Borrower of all necessary documents or forms to reflect Agent’s security interest therein) to Agent, all items for which Agent must or may receive possession to obtain a perfected security interest. (b) Agent is hereby authorizes Administrative Agent authorized to file financing statements that indicate naming each Borrower as debtor, in accordance with the collateral (i) as Uniform Commercial Code, and if necessary, to the extent applicable, to otherwise file financing statements without such Borrower’s signature if permitted by law. Each Borrower hereby authorizes Agent to file all assets of such US Borrower or words of similar effect (other than property specifically excluded from financing statements and amendments to financing statements describing the Collateral as set forth “All Assets” or using similar language in Section 6.1)any filing office as Agent, in its sole, discretion may determine, including financing statements containing language indicating that the acquisition by a third party of any right, title or (ii) as being interest in or to the Collateral without Agent’s consent shall be a violation of an equal or lesser scope, or Agent’s rights. Borrowers agree to comply with greater or lesser detail, than as set forth the requirements of all federal and state laws and reasonable requests of Agent in Section 6.1, on such US Borrower’s behalf. Each US Borrower also hereby ratifies its authorization order for Administrative Agent to have filed and maintain a valid and perfected first priority security interest in the Collateral including, without limitation, executing and causing any jurisdiction any UCC financing statements or amendments thereto if filed prior other Person to execute such documents as Agent may require to obtain Control (as defined in the Closing Date. No US Borrower shall terminateUCC) over all Deposit Accounts, amend or file a correction statement with respect to any UCC financing statement filed pursuant to this Section 6.5 without Administrative Agent’s prior written consentElectronic Chattel Paper, Letter-of-Credit Rights and Investment Property.

Lien Perfection; Further Assurances. Promptly after Administrative Agent’s Guarantor shall, and at any time from time to time upon the written request thereforof the Trustee the Guarantor shall, US Borrowers shall in each case at the Guarantor's expense, promptly, execute or cause to be executed such UCC-1 financing statements as are required by the UCC and deliver to Administrative Agent such other instruments, assignments, title certificates assignments or other documents (the “Additional Documents”) as are necessary under the UCC or other Applicable Law to perfect (or continue the perfection of) Administrative Agent’s Trustee's Lien upon any of the Collateral (provided that Administrative Agent’s Lien (i) on Excluded Deposit Accounts and LKE Joint Accounts need not be perfected, (ii) on any Vehicle located in the United States not included in the Aggregate Borrowing Base need not be perfected and (iii) on Collateral with respect to which Administrative Agent and the Borrower Representative have reasonably agreed that the cost of perfecting a security interest therein is excessive in relation to the benefit of the security to be afforded thereby need not be perfected), and shall take such other action as may be requested by Administrative Agent required to perfect (or to continue the perfection of) Administrative Agent’s Lienof Trustee's Lien upon the Collateral. Each US Borrower Guarantor shall pay, or reimburse Trustee for, all costs and fees of preparing and having filed UCC-1 financing statements, amendments thereto and other documents, and of taking such other actions to perfect and to continue Trustee's Lien on any and all Collateral, including without limitation the initial perfection thereof. Unless prohibited by applicable law, Guarantor hereby authorizes Administrative Agent Trustee to execute and file any such financing statement, including, without limitation, financing statements that indicate the collateral Collateral (i) as all assets of such US Borrower Guarantor or words of similar effect (other than property specifically excluded from Collateral as set forth in Section 6.1)effect, or (ii) as being of an equal or lesser scope, or with greater or lesser detail, than as set forth in Section 6.12.1, on such US Borrower’s Guarantor's behalf. Each US Borrower Guarantor also hereby ratifies its authorization for Administrative Agent Trustee to have filed in any jurisdiction any UCC like financing statements or amendments thereto if filed prior to the Closing Datedate hereof. No US Borrower The parties agree that a carbon, photographic or other reproduction of this Agreement shall terminate, amend or file be sufficient as a correction statement with respect to any UCC financing statement and may be filed pursuant in any appropriate office in lieu thereof. At Trustee's request, Guarantor shall also promptly execute or cause to be executed and shall deliver to Trustee or its agent any and all documents, instruments and agreements deemed necessary by Trustee, to give effect to or carry out the terms or intent of this Agreement and the other Guaranty Documents. The provisions of this Section 6.5 without Administrative Agent’s prior written consent2.3 (i) shall not require that any leasehold mortgages be provided other than upon Trustee's reasonable request therefor and (ii) shall not apply to the motor vehicles owned by Guarantor to the extent that the fair market value of the motor vehicles owned by the Issuer and the Guarantors does not exceed 300,000 in the aggregate.

Lien Perfection; Further Assurances. Promptly after Administrative Agent’s request therefor, US Borrowers Borrower shall execute or cause to be executed such UCC-1 financing statements as are required by the UCC and deliver to Administrative Agent such other instruments, assignments, title certificates assignments or other documents (the “Additional Documents”) as are necessary under the UCC or other Applicable Law to perfect (or continue the perfection of) Administrative Agent’s Lien upon any of the Collateral (provided that Administrative Agent’s Lien (i) on Excluded Deposit Accounts and LKE Joint Accounts need not be perfected, (ii) on any Vehicle located in the United States not included in the Aggregate Borrowing Base need not be perfected and (iii) on Collateral with respect to which Administrative Agent and the Borrower Representative have reasonably agreed that the cost of perfecting a security interest therein is excessive in relation to the benefit of the security to be afforded thereby need not be perfected), and shall take such other action as may be requested by Administrative Agent required to perfect (or to continue the perfection of) Administrative of Agent’s LienLien upon the Collateral. Each US Unless prohibited by applicable law, Borrower hereby authorizes Administrative Agent to execute and file any such financing statement, including, without limitation, financing statements that indicate the collateral Collateral (i) as all assets of such US Borrower or words of similar effect (other than property specifically excluded from Collateral as set forth in Section 6.1)effect, or (ii) as being of an equal or lesser scope, or with greater or lesser detail, than as set forth in Section 6.15.1, on such US Borrower’s behalf. Each US Borrower also hereby ratifies its authorization for Administrative Agent to have filed in any jurisdiction any UCC like financing statements or amendments thereto if filed prior to the Closing Datedate hereof. No US The parties agree that a carbon, photographic or other reproduction of this Agreement shall be sufficient as a financing statement and may be filed in any appropriate office in lieu thereof. At Agent’s request, Borrower shall terminatealso promptly execute or cause to be executed and shall deliver to Agent any and all documents, amend instruments and agreements deemed necessary by Agent, to give effect to or file carry out the terms or intent of the Loan Documents. Lien on Realty. The due and punctual payment and performance of the Obligations shall also be secured by the Lien created by the Mortgages upon all real Property of Borrower described therein. If Borrower shall acquire at any time or times hereafter any fee simple interest in other real Property (other than leasehold interests in sales offices or warehouses), Borrower agrees promptly to execute and deliver to Agent, for its benefit and the ratable benefit of Lenders, as additional security and Collateral for the Obligations, deeds of trust, security deeds, mortgages or other collateral assignments reasonably satisfactory in form and substance to Agent and its counsel (herein collectively referred to as “New Mortgages”) covering such real Property. The Mortgages and each New Mortgage shall be duly recorded (at Borrower’s expense) in each office where such recording is required to constitute a correction statement with valid Lien on the real Property covered thereby. In respect to any UCC financing statement filed pursuant Mortgage or any New Mortgage, Borrower shall deliver to this Section 6.5 Agent, at Borrower’s expense, mortgagee title insurance policies issued by a title insurance company reasonably satisfactory to Agent, which policies shall be in form and substance reasonably satisfactory to Agent and shall insure a valid Lien in favor of Agent for the benefit of itself and each Lender on the Property covered thereby, subject only to Permitted Liens and those other exceptions reasonably acceptable to Agent and its counsel. Borrower shall also deliver to Agent such other usual and customary documents, including, without Administrative Agent’s prior written consent.limitation, ALTA Surveys of the real Property described in the Mortgages or any New Mortgage, as Agent and its counsel may reasonably request relating to the real Property subject to the Mortgages or the New Mortgages. COLLATERAL ADMINISTRATION

Lien Perfection; Further Assurances. Promptly after Administrative Agent’s Lender's request therefor, US Borrowers Borrower shall execute or cause to be executed and deliver to Administrative Agent Lender such instrumentsinstruments (including the Eyecare Professional Notes), assignments, title certificates or other documents (the “Additional Documents”) as are necessary under the UCC or other Applicable Law (including any motor vehicle certificate of title act) to perfect (or continue the perfection of) Administrative Agent’s Lender's Lien upon the Collateral (provided that Administrative Agent’s Lien (i) on Excluded Deposit Accounts and LKE Joint Accounts need not be perfected, (ii) on any Vehicle located in the United States not included in the Aggregate Borrowing Base need not be perfected and (iii) on Collateral with respect to which Administrative Agent and the Borrower Representative have reasonably agreed that the cost of perfecting a security interest therein is excessive in relation to the benefit of the security to be afforded thereby need not be perfected), and shall take such other action as may be requested by Administrative Agent Lender to perfect (give effect to or continue carry out the perfection of) Administrative Agent’s Lienintent and purposes of this Agreement. Each US Unless prohibited by Applicable Law, Borrower hereby authorizes Administrative Agent Lender to execute and file any such financing statement on Borrower's behalf. The parties agree that a carbon, photographic or other reproduction of this Agreement shall be sufficient as a financing statement and may be filed in any appropriate office in lieu thereof. Unless prohibited by Applicable Law, Borrower hereby irrevocably authorizes Lender to execute and file in any jurisdiction any financing statements or amendments thereto on Borrower's behalf, including, without limitation, financing statements that indicate the collateral Collateral (i) as all assets or all personal property of such US Borrower or words of similar effect (other than property specifically excluded from Collateral as set forth in Section 6.1)effect, or (ii) as being of an equal or lesser scope, or with greater or lesser detail, than as set forth in this Section 6.1, on such US Borrower’s behalf6. Each US Borrower also hereby ratifies its authorization for Administrative Agent Lender to have filed in any jurisdiction any UCC like financing statements or amendments thereto if filed prior to the Closing Date. No US Borrower shall terminate, amend or file a correction statement with respect to any UCC financing statement filed pursuant to this date hereof. (b) By deleting clause (ii) of Section 6.5 without Administrative Agent’s prior written consent.9.2.2 of the Loan Agreement and by substituting in lieu thereof the following:

Lien Perfection; Further Assurances. Promptly after Administrative Agent’s request therefor, US Borrowers Borrower shall execute or cause to such UCC-1 financing statements as may be executed required by the UCC and deliver to Administrative Agent such other instruments, assignments, title certificates assignments or other documents (the “Additional Documents”) as are necessary under the UCC or other Applicable Law to perfect (or continue the perfection of) Administrative Agent’s Lien and the Investors’ lien upon any of the Collateral (provided that Administrative Agent’s Lien (i) on Excluded Deposit Accounts and LKE Joint Accounts need not be perfected, (ii) on any Vehicle located in the United States not included in the Aggregate Borrowing Base need not be perfected and (iii) on Collateral with respect to which Administrative Agent and the Borrower Representative have reasonably agreed that the cost of perfecting a security interest therein is excessive in relation to the benefit of the security to be afforded thereby need not be perfected), and shall take such other action as may be requested by Administrative Agent required to perfect (or to continue the perfection of) Administrative Agent’s Lienof Investors’ lien upon the Collateral. Each US Unless prohibited by applicable law, Borrower hereby irrevocably authorizes Administrative the Agent on behalf of the Investors to execute and/or file any such financing statements, including, without limitation, financing statements that indicate the collateral (i) Collateral as all assets of such US Borrower or words of similar effect (other than property specifically excluded from Collateral as set forth in Section 6.1), or (ii) as being of an equal or lesser scope, or with greater or lesser detail, than as set forth in Section 6.1effect, on such US Borrower’s behalf. Each US Borrower also hereby ratifies its authorization for Administrative the Agent to have filed in any jurisdiction any UCC like financing statements or amendments thereto if it filed prior to the Closing Datedate hereof. No US The parties agree that a photographic or other reproduction of this Agreement shall be sufficient as a financing statement and may be filed in any appropriate office in lieu thereof. At Investors’ or the Agent’s reasonable request, Borrower shall terminatealso promptly execute or cause to be executed and shall deliver to Investors any and all documents, amend instruments and agreements deemed necessary by Investors or file a correction statement the Agent to give effect to or carry out the terms or intent of the Supplemental Agreements. The Borrower shall further take such steps as the Investors or the Agent may reasonably request for the Investors (a) to obtain an acknowledgement, in form and substance reasonably satisfactory to the Agent, of any bailee having possession of any of the Collateral that the bailee holds such Collateral for the Investors, (b) to obtain “control” of any Investment Property, Deposit Accounts, Letter-of-Credit Rights or Electronic Chattel Paper (in accordance with respect provisions in UCC Sections 9-104, 9-105, 9-106 and 9-107 relating to what constitutes “control” for such items of Collateral), with any UCC financing statement filed pursuant agreements establishing control to this Section 6.5 without Administrative Agent’s prior written consentbe in form and substance satisfactory to the Investors, and (c) otherwise to insure the continued perfection and priority of the Investors’ security interest in any of the Collateral and of the preservation of its rights therein, whether in anticipation and following the effectiveness of Revised Article 9 of the Uniform Commercial Code in any jurisdiction.

Lien Perfection; Further Assurances. Promptly after Administrative Agent’s request therefor, US Borrowers The Borrower shall execute or cause to be executed and deliver to Administrative Agent such instruments, assignments, title certificates mortgages, or other documents (the “Additional Documents”) as are necessary under the UCC or other Applicable Law to perfect (or continue the perfection of) Administrative Agent’s Lien Liens upon any of the Collateral (provided that Administrative Agent’s Lien (i) on Excluded Deposit Accounts and LKE Joint Accounts need not be perfected, (ii) on any Vehicle located in the United States not included in the Aggregate Borrowing Base need not be perfected and (iii) on Collateral with respect to which Administrative Agent and the Borrower Representative have reasonably agreed that the cost of perfecting a security interest therein is excessive in relation to the benefit of the security to be afforded thereby need not be perfected), and shall take such other action as may be requested by Administrative Agent reasonably required to perfect (or to continue the perfection of) Administrative of the Agent’s LienLiens upon the Collateral. Each US The Borrower hereby irrevocably authorizes Administrative the Agent at any time and from time to time to file in any UCC jurisdiction any initial financing statements and amendments thereto that (a) indicate the collateral Collateral (i) as all assets of such US the Borrower or words of similar effect (effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the State of Delaware or such other than property specifically excluded from Collateral as set forth in Section 6.1)jurisdiction, or (ii) as being of an equal or lesser scope, scope or with greater or lesser detail, than as set forth in Section 6.1, on such US and (b) contain any other information required by part 5 of Article 9 of the UCC of the State of the Borrower’s behalflocation for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether the Borrower is an organization, the type of organization and any organization identification number issued to the Borrower, and, (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each US The Borrower agrees to furnish any such information to the Agent promptly upon request. The Borrower also hereby ratifies its authorization for Administrative the Agent to have filed in any UCC jurisdiction any UCC initial financing statements or amendments thereto if filed prior to the Closing Datedate hereof. No US At the Agent’s request, the Borrower shall terminatealso promptly execute or cause to be executed and shall deliver to the Agent any and all documents, amend instruments and agreements deemed necessary by the Agent to give effect to or file a correction statement with respect to carry out the terms or intent of the Loan Documents hereunder. For purposes of any UCC such financing statement filed pursuant to this Section 6.5 without Administrative Agent’s prior written consentstatements, the Borrower represents and warrants that the following information is true and correct: Name and address of the Borrower: Biovest International, Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Federal Employer Identification No.: ▇▇-▇▇▇▇▇▇▇ Delaware Organizational Identification No.: 3362955

Lien Perfection; Further Assurances. Promptly after Administrative Agent’s request therefor, US Borrowers shall execute or cause to be executed and deliver to Administrative Agent such instruments, assignments, title certificates assignments or other documents (the “Additional Documents”) as are necessary under the UCC or other Applicable Law to perfect (or continue the perfection of) Administrative Agent’s Lien upon any of the Collateral (provided that Administrative Agent’s Lien (i) on Excluded Deposit Accounts and LKE Joint Accounts need not be perfected, (ii) on any Vehicle located in the United States not included in the Aggregate Borrowing Base need not be perfected and (iii) on Collateral with respect to which Administrative Agent and the Borrower Representative have reasonably agreed that the cost of perfecting a security interest therein is excessive in relation to the benefit of the security to be afforded thereby need not be perfected), and shall take such other action as may be required to perfect or to continue the perfection of Administrative Agent’s Lien upon the Collateral and shall take such other actions as may be reasonably requested by the Administrative Agent to perfect (or continue ensure the perfection of) Administrative Agent’s priority of such Lien. Each US Borrower hereby authorizes Administrative Agent to file file, financing statements that indicate the collateral Collateral (i) as all assets of such US Borrower or words of similar effect (other than property specifically excluded from Collateral as set forth in Section 6.1)effect, or (ii) as being of an equal or lesser scope, or with greater or lesser detail, than as set forth in Section 6.1subsection 5.1, on such US Borrower’s behalf. Each US Borrower also hereby ratifies its authorization for Administrative Agent to have filed in any jurisdiction any UCC like financing statements or amendments thereto if filed prior to the Closing Datedate hereof In addition, each Borrower hereby appoints Administrative Agent as its attorney-in-fact, effective the date hereof and terminating upon the termination of this Agreement, for the purpose of (A) executing on behalf of such Borrower title or ownership applications for filing with appropriate state agencies to enable Motor Vehicles now owned or hereafter acquired by such Borrower to be re-titled and Administrative Agent listed as lienholder thereof, and (B) filing such applications with such state agencies. No US Borrower shall terminate, amend or file a correction statement This appointment as attorney-in-fact is coupled with respect to any UCC financing statement filed pursuant to this Section 6.5 without an interest and is irrevocable until the date on which all of the Obligations have been paid in full in cash. At Administrative Agent’s prior written consentrequest, each Borrower shall also promptly execute or cause to be executed and shall deliver to Administrative Agent any and all documents, instruments and agreements deemed necessary by Administrative Agent, to give effect to or carry out the terms or intent of the Loan Documents.

Lien Perfection; Further Assurances. Promptly after Administrative Agent’s request therefor, US Borrowers Borrower shall execute or cause to such UCC-1 financing statements as may be executed required by the UCC and deliver to Administrative Agent such other instruments, assignments, title certificates assignments or other documents (the “Additional Documents”) as are necessary under the UCC or other Applicable Law to perfect (or continue the perfection of) Administrative AgentInvestor’s Lien lien upon any of the Collateral (provided that Administrative Agent’s Lien (i) on Excluded Deposit Accounts and LKE Joint Accounts need not be perfected, (ii) on any Vehicle located in the United States not included in the Aggregate Borrowing Base need not be perfected and (iii) on Collateral with respect to which Administrative Agent and the Borrower Representative have reasonably agreed that the cost of perfecting a security interest therein is excessive in relation to the benefit of the security to be afforded thereby need not be perfected), and shall take such other action as may be requested by Administrative Agent required to perfect (or to continue the perfection of) Administrative Agentof Investor’s Lienlien upon the Collateral. Each US Unless prohibited by applicable law, Borrower hereby irrevocably authorizes Administrative the Agent on behalf of the Investors to execute and/or file any such financing statements, including, without limitation, financing statements that indicate the collateral (i) Collateral as all assets of such US Borrower or words of similar effect (other than property specifically excluded from Collateral as set forth in Section 6.1), or (ii) as being of an equal or lesser scope, or with greater or lesser detail, than as set forth in Section 6.1effect, on such US Borrower’s behalf. Each US Borrower also hereby ratifies its authorization for Administrative the Agent to have filed in any jurisdiction any UCC like financing statements or amendments thereto if it filed prior to the Closing Datedate hereof. No US The parties agree that a photographic or other reproduction of this Agreement shall be sufficient as a financing statement and may be filed in any appropriate office in lieu thereof. At Investors’ or the Agent’s reasonable request, Borrower shall terminatealso promptly execute or cause to be executed and shall deliver to Investor any and all documents, amend instruments and agreements deemed necessary by Investors or file a correction statement the Agent to give effect to or carry out the terms or intent of the Supplemental Agreements. The Borrower shall further take such steps as the Investors or the Agent may reasonably request for the Investors (a) to obtain an acknowledgement, in form and substance reasonably satisfactory to the Agent, of any bailee having possession of any of the Collateral that the bailee holds such Collateral for the Investors, (b) to obtain “control” of any Investment Property, Deposit Accounts, Letter-of-Credit Rights or Electronic Chattel Paper (in accordance with respect provisions in UCC Sections 9-104, 9-105, 9-106 and 9-107 relating to what constitutes “control” for such items of Collateral), with any UCC financing statement filed pursuant agreements establishing control to this Section 6.5 without Administrative Agent’s prior written consentbe in form and substance satisfactory to the Investors, and (c) otherwise to insure the continued perfection and priority of the Investors’ security interest in any of the Collateral and of the preservation of its rights therein, whether in anticipation and following the effectiveness of Revised Article 9 of the Uniform Commercial Code in any jurisdiction.