Common use of Lien Perfection; Further Assurances Clause in Contracts

Lien Perfection; Further Assurances. Each Grantor shall, and shall cause its Subsidiaries to, execute such UCC-1 financing statements as are required by the UCC and such other instruments, assignments or documents as are necessary to perfect Agent's Lien upon any of the Collateral and shall take such other action as may be required to perfect or to continue the perfection of Agent's Lien upon the Collateral. Unless prohibited by applicable law, such Grantor hereby irrevocably authorizes Agent to execute (if required) and file any such financing statements, including, without limitation, financing statements that indicate the Collateral (i) as all assets of such Grantor or its Subsidiaries, as applicable, or words of similar effect, or (ii) as being of an equal or lesser scope, or with greater or lesser detail, than as set forth in Subsection 1(a) above, on such Grantor's or the applicable Subsidiary's behalf. Such Grantor, on behalf of itself and its Subsidiaries, also hereby ratifies its authorization for Agent to have filed in any jurisdiction any like financing statements or amendments thereto if filed prior to the date hereof. 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, such Grantor shall, and shall cause its Subsidiaries to, 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. Such Grantor shall, and shall cause its Subsidiaries to, mark all chattel paper to note Agent's Liens therein.

Lien Perfection; Further Assurances. Each Grantor shallPromptly after Agent's request therefor, Borrowers shall execute or cause to be executed and shall cause its Subsidiaries to, execute deliver to Agent such UCC-1 financing statements as are required by the UCC and such other instruments, assignments or other documents as are necessary under the UCC or other Applicable Law to perfect (or continue the perfection of) Agent's Lien upon any of the Collateral and shall take such other action as may be required requested by Agent to give effect to or carry out the intent and purposes of this Agreement; provided, however, that Agent will not seek to perfect or its Lien on any Collateral under any Applicable Law other than the laws of the United States (other than the Permitted Canadian Inventory) unless (i) a Restrictive Trigger Event has occurred and (ii) Agent elects to continue do so after the perfection occurrence and during the continuance of Agent's Lien upon the Collaterala Restrictive Trigger Event. Unless prohibited by applicable lawApplicable Law, such Grantor each Borrower hereby irrevocably authorizes Agent to execute (if required) and file in any jurisdiction any financing statement or amendment thereto on such financing statementsBorrower's behalf, including, without limitation, including financing statements that indicate the Collateral (i) as all assets or all personal property of such Grantor or its Subsidiaries, as applicable, Borrower or words of to similar effect, effect or (ii) as being of an equal or lesser scope, or with greater or lesser detail, than as set forth in Subsection 1(a) above, on such Grantor's or the applicable Subsidiary's behalfthis Section 7. Such Grantor, on behalf of itself and its Subsidiaries, Each Borrower also hereby ratifies its authorization for Agent to have filed in any jurisdiction any like financing statements statement or amendments amendment thereto if filed prior to the date hereof. 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, such Grantor shall, and shall cause its Subsidiaries to, 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. Such Grantor shall, and shall cause its Subsidiaries to, mark all chattel paper to note Agent's Liens therein.

Lien Perfection; Further Assurances. Each Grantor Borrower shall, and shall cause its Subsidiaries to, execute such UCC-1 financing statements as are required by the UCC and such other instruments, assignments or documents as are necessary to perfect Agent's Lien upon any of the Collateral and shall take such other action as may be required to perfect or to continue the perfection of Agent's Lien upon the Collateral. Unless prohibited by applicable law, such Grantor Borrower hereby irrevocably authorizes Agent to execute (if required) and file any such financing statementsstatements or amendments, including, without limitation, financing statements that indicate the Collateral (i) as all assets of such Grantor Borrower or its Subsidiaries, as applicable, or words of similar effect, or (ii) as being of an equal or lesser scope, or with greater or lesser detail, than as set forth in Subsection 1(a) aboveSection 5.1, on such GrantorBorrower's or the applicable Subsidiary's behalf. Such GrantorBorrower, on behalf of itself and its Subsidiaries, also hereby ratifies its authorization for Agent to have filed in any jurisdiction any like financing statements or amendments thereto if filed prior to the date hereof. 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, such Grantor Borrower shall, and shall cause its Subsidiaries to, 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. Such Grantor Borrower shall, and shall cause its Subsidiaries to, mark all chattel paper Chattel Paper to note Agent's Liens therein. Within 180 daxx xf the Restatement Date (or such additional time as the Agent shall determine in its sole discretion), the Borrower shall, and shall cause each Subsidiary to, with respect to any asset of any Credit Party subject to a Certificate of Title (other than Trailer Fleet Inventory aggregating less than $5,000,000), take all action to have the Agent on behalf of the Lenders noted on the respective Certificate of Title as the secured party with respect to such asset. After the Restatement Date, promptly upon acquisition of any asset subject to a Certificate of Title (other than Trailer Fleet Inventory to the extent that such is less than $5,000,000 in the aggregate), the Borrower shall, and shall cause each Subsidiary to, have the Agent noted on the respective Certificate of Title as the secured party.

Lien Perfection; Further Assurances. Each Grantor Borrower shall, and shall cause its Subsidiaries to, execute such UCC-1 financing statements as are required by the UCC and such other instruments, assignments or documents as are necessary to perfect Agent's Lien upon any of the Collateral and shall take such other action as may be required to perfect or to continue the perfection of Agent's Lien upon the Collateral. Unless prohibited by applicable law, such Grantor Borrower hereby irrevocably authorizes Agent to execute (if required) and file any such financing statementsstatements or amendments, including, without limitation, financing statements that indicate the Collateral (i) as all assets of such Grantor Borrower or its Subsidiaries, as applicable, or words of similar effect, or (ii) as being of an equal or lesser scope, or with greater or lesser detail, than as set forth in Subsection 1(a) aboveSection 5.1, on such GrantorBorrower's or the applicable Subsidiary's behalf. Such GrantorBorrower, on behalf of itself and its Subsidiaries, also hereby ratifies its authorization for Agent to have filed in any jurisdiction any like financing statements or amendments thereto if filed prior to the date hereof. 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, such Grantor Borrower shall, and shall cause its Subsidiaries to, 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. Such Grantor Borrower shall, and shall cause its Subsidiaries to, mark all chattel paper to note Agent's Liens therein.

Lien Perfection; Further Assurances. Each Grantor shallPromptly after Agent's request therefor, Borrower shall execute or cause to be executed and shall cause its Subsidiaries to, execute deliver to Agent such UCC-1 financing statements as are required by the UCC and such other instruments, assignments assignments, title certificates or other documents as are necessary under the UCC or other Applicable Law (including any motor vehicle certificates of title act) to perfect (or continue the perfection of) Agent's Lien upon any of the Collateral Collateral, and shall take such other action as may be required requested by Agent to perfect give effect to or to continue carry out the perfection intent and purposes of Agent's Lien upon the Collateralthis Agreement. Unless prohibited by applicable lawApplicable Law, Borrower hereby authorizes Agent to execute and file any such Grantor financing statement on Borrower's behalf. Unless prohibited by Applicable Law, Borrower hereby irrevocably authorizes Agent to execute (if required) and file any such financing statements, including, without limitation, including financing statements that indicate the Collateral (i) as all assets or all personal property of such Grantor or its Subsidiaries, as applicable, Borrower or words of similar effect, or (ii) as being of an equal or lesser scope, or with greater or lesser detail, than as set forth in Subsection 1(a) abovethis Section 7, on such Grantor's or the applicable SubsidiaryBorrower's behalf. Such Grantor, on behalf of itself and its Subsidiaries, Borrower also hereby ratifies its authorization for Agent to have filed in any jurisdiction any like financing statements or amendments thereto if filed prior to the date hereof. 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, such Grantor shall, and shall cause its Subsidiaries to, 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. Such Grantor shall, and shall cause its Subsidiaries to, mark all chattel paper to note Agent's Liens therein.

Lien Perfection; Further Assurances. Each Grantor shallBorrowers shall execute or authorize, and shall cause its Subsidiaries toas applicable, execute such UCC-1 UCC financing statements as are required by the UCC UCC, such filings as are required by the PPSA, and Section 395 of the Companies Xxx 0000 of England and Wales (as amended) and any other applicable statutory scheme and such other instruments, assignments or documents as are necessary to perfect the applicable Collateral Agent's ’s (or the fondé de pouvoir, as the case may be) Lien upon any of the Collateral and shall take such other action as may be required to perfect or to continue the perfection of the applicable Collateral Agent's ’s (or the fondé de pouvoir, as the case may be) Lien upon the CollateralCollateral (excluding for these purposes the giving of notice to perfect any U.K Collateral over Accounts or rights under contracts with third parties, should such notice be required to be delivered, other than where such notice is required to be delivered pursuant to the terms of the U.K. Guarantee and Debenture). Unless prohibited by applicable law, such Grantor Borrowers hereby irrevocably authorizes Agent authorize Collateral Agents (and the fondé de pouvoir) to execute (if requiredapplicable) and file any such financing statementsstatement and other filings, including, without limitation, financing statements that indicate the Collateral (i) as all assets of such Grantor or its Subsidiaries, as applicable, or words of similar effect, or (ii) as being of an equal or lesser scope, or with greater or lesser detail, than as set forth in Subsection 1(a) aboveSection 5.1, on such Grantor's or the applicable Subsidiary's Borrowers’ behalf. Such Grantor, on behalf of itself and its Subsidiaries, Borrowers also hereby ratifies ratify its authorization for Agent Collateral Agents (and the fondé de pouvoir) to have filed in any jurisdiction any like filing and financing statements or amendments thereto if filed prior to the date hereofRestatement Date. The parties agree that a carbon, photographic or other reproduction of this Agreement shall be sufficient (to the extent legally possible) as a filing and financing statement and may be filed in any appropriate office in lieu thereof. At the applicable Collateral Agent's ’s request, such Grantor shall, and Borrowers shall cause its Subsidiaries to, also promptly execute or cause to be executed and shall deliver to the applicable Collateral Agent (or the fondé de pouvoir, as the case may be) any and all documents, instruments and agreements reasonably deemed necessary by the applicable Collateral Agent to give effect to or carry out the terms or intent of the Loan Documents. Such Grantor shall, and shall cause its Subsidiaries to, mark all chattel paper to note Agent's Liens therein.

Lien Perfection; Further Assurances. Each Grantor shall, and Borrower shall cause its Subsidiaries to, execute such UCC-1 financing statements as are required by the UCC Code and such other instruments, assignments or documents as are necessary to perfect AgentLender's Lien upon any of the Collateral and shall take such other action as may be required by applicable law to perfect or to continue the perfection of AgentLender's Lien upon the Collateral, including without limitation, the execution of all instruments, documents and agreements required to have Lender's Lien noted on all certificates of title for Borrower's Property for which such a certificate has been issued and delivery to Lender of all Collateral requested by Lender to be so delivered in order for Lender to obtain a perfected Lien thereon. Unless prohibited by applicable law, such Grantor and following Borrower's failure to do so after written request by Lender, Borrower hereby irrevocably authorizes Agent Lender to execute (if required) and file any such financing statements, including, without limitation, financing statements that indicate the Collateral (i) as all assets of such Grantor or its Subsidiaries, as applicable, or words of similar effect, or (ii) as being of an equal or lesser scope, or with greater or lesser detail, than as set forth in Subsection 1(a) above, statement on such Grantor's or the applicable SubsidiaryBorrower's behalf. Such Grantor, on behalf of itself and its Subsidiaries, also hereby ratifies its authorization for Agent to have filed in any jurisdiction any like financing statements or amendments thereto if filed prior to the date hereof. 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 AgentLender's request, such Grantor shall, and Borrower shall cause its Subsidiaries to, also promptly execute or cause to be executed and shall deliver to Agent Lender any and all documents, instruments and agreements deemed necessary by Agent Lender to give effect to or carry out the terms or intent of the Loan Documents. Such Grantor shall, and shall cause its Subsidiaries toincluding, mark without limitation, delivery of all chattel paper to note Agent's Liens thereinlandlord/ warehousemen lien subordination/waiver agreements requested by Lender.

Lien Perfection; Further Assurances. Each Grantor shall, The Borrower irrevocably authorizes the Agent to prepare and shall cause its Subsidiaries to, execute such file UCC-1 financing statements as are required by the UCC Code (or otherwise deemed advisable by the Agent) and such other instruments, assignments or documents as are necessary to perfect the Agent's ’s Lien upon any of the Collateral and shall take such other action as may be required to perfect or to continue the perfection of the Agent's ’s Lien upon the Collateral. The Borrower further irrevocably authorizes the Agent to prepare and file such UCC-3 continuation statements and initial financing statements in-lieu of continuation statements as the Agent deems necessary or desirable in connection therewith. Unless prohibited by applicable law, such Grantor the Borrower hereby irrevocably authorizes the Agent to execute (if required) prepare and file any such financing statements, including, without limitation, financing statements that indicate the Collateral (i) as all assets of such Grantor or its Subsidiaries, as applicable, the Borrower or words of similar effect, or (ii) as being of an equal or lesser scope, or with greater or lesser detail, than as set forth in Subsection 1(a) abovethis Article II, on such Grantor's or the applicable Subsidiary's Borrower’s behalf. Such Grantor, on behalf of itself and its Subsidiaries, The Borrower also hereby ratifies its authorization for the Agent to have filed in any jurisdiction any like financing statements or amendments thereto if filed prior to the date hereof. 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 the Agent's ’s request, such Grantor shall, and the Borrower shall cause its Subsidiaries to, also promptly execute or cause to be executed and shall deliver to the Agent any and all documents, instruments and agreements deemed necessary by the Agent to give effect to or carry out the terms or intent of this Agreement or any of the other Loan Documents. Such Grantor shall, and shall cause its Subsidiaries to, mark all chattel paper to note Agent's Liens therein.

Lien Perfection; Further Assurances. Each Grantor shall, and shall cause its Subsidiaries to, Borrower agrees to execute such the UCC-1 financing statements as are required provided for by the UCC or otherwise together with any and such all other 40 instruments, assignments or documents as are necessary to perfect Agent's Lien upon any of the Collateral and shall take such other action as may be required to perfect or to continue the perfection of Collateral Agent's Lien upon security interest, for the benefit of Lenders, in the Collateral, including, without limitation, the execution at Collateral Agent's request of all documents reasonably deemed necessary by Collateral Agent to cause Collateral Agent's Lien, for the benefit of Lenders, to be noted on any motor vehicle title certificates for motor vehicles forming a part of the Collateral. Unless prohibited by applicable law, such Grantor Borrower hereby irrevocably authorizes Collateral Agent to execute (if required) and file any such financing statements, including, without limitation, financing statements that indicate the Collateral (ia) as all assets of such Grantor or its Subsidiaries, as applicable, Borrower or words of similar effect, or (iib) as being of an equal or lesser scope, or with greater or lesser detail, than as set forth in Subsection 1(a) aboveSection 4.1, on such Grantor's or the applicable SubsidiaryBorrower's behalf. Such Grantor, on behalf of itself and its Subsidiaries, Borrower also hereby ratifies its authorization for Collateral Agent to have filed in any jurisdiction any like financing statements or amendments thereto if filed prior to the date hereof. 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 Lenders' request, such Grantor shall, and Borrower shall cause its Subsidiaries to, also promptly execute or cause to be executed and shall deliver to Agent Collateral Agent, for the benefit of Lenders, any and all documents, instruments and agreements deemed necessary by Agent Lenders to give effect to or carry out the terms or intent of the Loan Documents. Such Grantor shall, and shall cause its Subsidiaries to, mark all chattel paper to note Agent's Liens therein.

Lien Perfection; Further Assurances. Each Grantor shall, and shall cause its Subsidiaries to, execute such UCC-1 financing statements as are required by the UCC and such other instruments, assignments or documents as are necessary to perfect the Collateral Agent's Lien upon any of the Collateral and shall take such other action as may be required to perfect or to continue continue, confirm or, subject to the Intercreditor Agreement, enforce the perfection of the Collateral Agent's Lien upon the Collateral. Unless prohibited by applicable law, such each Grantor hereby irrevocably authorizes the Collateral Agent to execute (if required) and file any such financing statementsstatement, including, without limitation, financing statements that indicate the Collateral (i) combined with the Class B Collateral, as all assets of such Grantor or its Subsidiaries, as applicable, or words of similar effect, effect or (ii) as being of an equal or lesser scope, or with greater or lesser detail, than as the scope set forth in Subsection 1(a) aboveSection 2.1, on such Grantor's or the applicable Subsidiary's behalf. Such Grantor, on behalf of itself and its Subsidiaries, Each Grantor also hereby ratifies its authorization for the Collateral Agent to have filed in any jurisdiction any like financing statements or amendments thereto if filed prior to the date hereof. 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 the Collateral Agent's request, such each Grantor shall, and shall cause its Subsidiaries to, also promptly execute or cause to be executed and shall deliver to the Collateral Agent any and all documents, instruments and agreements deemed necessary by Agent the Collateral Agent, to give effect to or carry out the terms or intent of the Loan Class A Security Documents. Such Grantor shallNotwithstanding any of the foregoing, and the Collateral Agent shall cause its Subsidiaries tonot be obligated to execute or file any such financing statements, mark all chattel paper instruments, assignments or documents except to note Agent's Liens thereinthe extent directed in writing by a Class A Secured Party.

Lien Perfection; Further Assurances. Each Grantor shallPursuant to the terms of the Financing Orders, the Lien and security interest of Lender in and to all Collateral described herein or in any other Security Document shall be perfected automatically and without further action by Lender. No filing or registration of any kind shall be required in order to perfect the Liens granted herein or in any other Security Document. Nevertheless, Lender may elect, from an abundance of caution and in order to remove uncertainty, to file or record all such financing statements, mortgages, security agreements, fixture filings or other evidences of perfection as Lender may deem appropriate, and no such filing or recording shall in any manner alter, diminish or otherwise limit the automatic perfection of all Liens granted by the Financing Orders. Promptly after Lender’s request therefor, Borrower shall execute or cause its Subsidiaries toto be executed and deliver to Lender such instruments, execute such UCC-1 assignments, title certificates, financing statements as are required by the UCC and such or other instruments, assignments or documents as are necessary under the UCC or other Applicable Law (including any motor vehicle certificates of title act) to perfect Agent's (or continue the perfection of) Lender’s Lien upon any of the Collateral Collateral, and shall take such other action as may be required requested by Lender to perfect give effect to or carry out the intent and purposes of this Agreement. Borrower hereby authorizes Lender to continue the perfection of Agent's Lien upon the Collateral. Unless prohibited by applicable law, such Grantor hereby irrevocably authorizes Agent to execute (if required) and file any such financing statements, including, without limitation, financing statements that indicate statement which may be necessary under the Collateral (i) as all assets of such Grantor UCC or its Subsidiaries, as applicable, or words of similar effect, or (ii) as being of an equal or lesser scope, or with greater or lesser detail, than as set forth in Subsection 1(a) above, on such Grantor's or the applicable Subsidiary's behalf. Such Grantor, on behalf of itself and its Subsidiaries, also hereby ratifies its authorization for Agent to have filed in any jurisdiction any like financing statements or amendments thereto if filed prior to the date hereofother Applicable Law. 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, such Grantor shall, and shall cause its Subsidiaries to, 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. Such Grantor shall, and shall cause its Subsidiaries to, mark all chattel paper to note Agent's Liens therein.

Lien Perfection; Further Assurances. Each Grantor shallPromptly after Agent's request therefor, Borrower shall execute or cause to be executed and shall cause its Subsidiaries to, execute deliver to Agent such UCC-1 financing statements as are required by the UCC and such other instruments, assignments assignments, title certificates or other documents as are necessary under the UCC or other Applicable Law (including any motor vehicle certificates of title act) to perfect (or continue the perfection of) Agent's Lien upon any of the Collateral Collateral, and shall take such other action as may be required requested by Agent to give effect to or carry out the intent and purposes of this Agreement. Borrower shall give Agent prompt written notice at any time Borrower commences a Commercial Tort Claim against any Person in excess of $500,000 and shall execute such documents as are necessary under the UCC to grant to Agent and perfect or to continue the perfection of Agent's Lien upon the Collateralin such Commercial Tort Claim. Unless prohibited by applicable lawApplicable Law, such Grantor Borrower hereby irrevocably authorizes Agent to execute (if required) and and/or file in any such jurisdiction any financing statementsstatement or amendment thereto on Borrower's behalf, including, without limitation, including financing statements that indicate the Collateral (i) as all assets or all personal property of such Grantor or its Subsidiaries, as applicable, Borrower or words of to similar effect, effect or (ii) as being of an equal or lesser scope, or with greater or lesser detail, than as set forth in Subsection 1(a) above, on such Grantor's or the applicable Subsidiary's behalfthis SECTION 6. Such Grantor, on behalf of itself and its Subsidiaries, Borrower also hereby ratifies its authorization for Agent to have filed in any jurisdiction any like financing statements or amendments thereto if filed prior to the date hereof. 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, such Grantor shall, and shall cause its Subsidiaries to, 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. Such Grantor shall, and shall cause its Subsidiaries to, mark all chattel paper to note Agent's Liens therein.

Lien Perfection; Further Assurances. Each Grantor shallPromptly after Lender's request therefor, Borrower shall execute or cause to be executed and shall cause its Subsidiaries todeliver to Lender such instruments (including the Eyecare Professional Notes), execute such UCC-1 financing statements as are required by the UCC and such assignments, title certificates or other instruments, assignments or documents as are necessary under the UCC or other Applicable Law (including any motor vehicle certificate of title act) to perfect Agent(or continue the perfection of) Lender's Lien upon any of the Collateral and shall take such other action as may be required requested by Lender to perfect give effect to or to continue carry out the perfection intent and purposes of Agent's Lien upon the Collateralthis Agreement. Unless prohibited by applicable lawApplicable Law, such Grantor Borrower hereby irrevocably authorizes Agent Lender to execute (if required) and file any such financing statements, including, without limitation, financing statements that indicate the Collateral (i) as all assets of such Grantor or its Subsidiaries, as applicable, or words of similar effect, or (ii) as being of an equal or lesser scope, or with greater or lesser detail, than as set forth in Subsection 1(a) above, statement on such Grantor's or the applicable SubsidiaryBorrower's behalf. Such Grantor, on behalf of itself and its Subsidiaries, also hereby ratifies its authorization for Agent to have filed in any jurisdiction any like financing statements or amendments thereto if filed prior to the date hereof. 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 AgentUnless 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 requestbehalf, such Grantor shallincluding, and shall cause without limitation, financing statements that indicate the Collateral (i) as all assets or all personal property of Borrower or words of similar 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. Borrower also hereby ratifies its Subsidiaries to, also promptly execute authorization for Lender to have filed in any jurisdiction any like financing statements or cause amendments thereto if filed prior 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. Such Grantor shall, and shall cause its Subsidiaries to, mark all chattel paper to note Agent's Liens thereindate hereof.

Lien Perfection; Further Assurances. Each Grantor Borrower shall, and shall cause its Subsidiaries to, execute such UCC-1 financing statements as are required by the UCC and such other instruments, assignments or documents as are necessary to perfect Agent's Lien upon any of the Collateral and shall take such other action as may be required to perfect or to continue the perfection of Agent's Lien upon the Collateral. Unless prohibited by applicable law, such Grantor Borrower hereby irrevocably authorizes Agent to execute (if required) and file any such financing statementsstatements or amendments, including, without limitation, financing statements that indicate the Collateral (i) as all assets of such Grantor Borrower or its Subsidiaries, as applicable, or words of similar effect, or (ii) as being of an equal or lesser scope, or with greater or lesser detail, than as set forth in Subsection 1(a) aboveSection 5.1, on such GrantorBorrower's or the applicable Subsidiary's behalf. Such GrantorBorrower, on behalf of itself and its Subsidiaries, also hereby ratifies its authorization for Agent to have filed in any jurisdiction any like financing statements or amendments thereto if filed prior to the date hereof. 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, such Grantor Borrower shall, and shall cause its Subsidiaries to, 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. Such Grantor Borrower shall, and shall cause its Subsidiaries to, mark xxxx all chattel paper Chattel Paper to note Agent's Liens therein.

Lien Perfection; Further Assurances. Each Grantor shallBorrowers, and at Agent's request, shall cause its Subsidiaries to, execute such UCC-1 financing statements as are required by the UCC Code and such other instruments, assignments or documents as are necessary necessary, desirable or prudent to perfect Agent's Lien upon any of the Collateral and shall take such other action permitted by applicable law as may be required to perfect or to continue the perfection of AgentLender's Lien upon the Collateral. Unless prohibited by applicable law, such Grantor each Borrower hereby irrevocably authorizes Lender at any time prior to the termination of this Agreement pursuant to Section 4 hereof and prior to the time Agent is required to terminate its Liens in the Collateral pursuant to the provisions of Section 12.17 and the other Sections of this Agreement, to execute (if required) and and/or file any such financing statementsstatements (with or without the signature of such Borrower), including, without limitation, financing statements that indicate the Collateral (i) as all assets of such Grantor or its Subsidiaries, as applicable, or words of similar effect, or (ii) as being of an equal or lesser scope, or with greater or lesser detail, than as set forth in Subsection 1(a) aboveSection 5.1, on such GrantorBorrower's behalf in any jurisdiction which Agent shall deem necessary, prudent or desirable in order to perfect the applicable Subsidiary's behalfsecurity interest granted to Agent hereunder. Such Grantor, on behalf of itself and its Subsidiaries, Each Borrower also hereby ratifies its authorization for Agent to have filed in any jurisdiction any like financing statements or amendments thereto if filed prior to the date hereof. 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, such Grantor shall, and Borrowers shall cause its Subsidiaries to, also promptly execute or cause to be executed and shall deliver to Agent any and all documents, instruments and agreements deemed necessary necessary, prudent or desirable by Agent to give effect to or carry out the terms or intent of the Loan Documents. Such Grantor shall, and shall cause its Subsidiaries to, mark all chattel paper to note Documents including appropriate landlord's waivers as reasonably requested by Agent's Liens therein.