Common use of Lien Perfection; Further Assurances Clause in Contracts

Lien Perfection; Further Assurances. Promptly after Agent's request therefor, Borrowers shall execute or cause to be executed and deliver to Agent such 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 the Collateral and shall take such other action as may be 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 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 do so after the occurrence and during the continuance of a Restrictive Trigger Event. Unless prohibited by Applicable Law, each Borrower hereby irrevocably authorizes 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 (i) as all assets or all personal property of such Borrower or words to similar effect or (ii) as being of equal or lesser scope, or with greater or lesser detail, than as set forth in this Section 7. Each Borrower also hereby ratifies its authorization for Agent to have filed in any jurisdiction any like financing statement or 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.

Lien Perfection; Further Assurances. Promptly after Agent's request therefor, Borrowers Borrower shall execute or cause to be executed and deliver to Agent such 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 the Collateral Collateral, and shall take such other action as may be requested by Agent to give effect to or carry out the intent and purposes of this Agreement; provided, however, that . Borrower shall give Agent will not seek 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 its Agent's 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 do so after the occurrence and during the continuance of a Restrictive Trigger Eventin such Commercial Tort Claim. Unless prohibited by Applicable Law, each Borrower hereby irrevocably authorizes Agent to execute and and/or file in any jurisdiction any financing statement or amendment thereto on such Borrower's behalf, including financing statements that indicate the Collateral (i) as all assets or all personal property of such Borrower or words to 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 76. Each Borrower also hereby ratifies its authorization for Agent to have filed in any jurisdiction any like financing statement statements or amendment 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.

Lien Perfection; Further Assurances. Promptly after Agent's ’s request therefor, Borrowers Obligors shall execute or cause to be executed and deliver to Agent such instruments, assignments assignments, title certificates or other documents as are necessary under the UCC UCC, the PPSA or other Applicable Law (including any motor vehicle certificates of title act) to perfect (or continue the perfection of) Agent's ’s Lien upon the Collateral and shall take such other action as may be 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 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 do so after the occurrence and during the continuance of a Restrictive Trigger Event. Unless prohibited by Applicable Law, each Borrower Obligor hereby irrevocably authorizes Agent to execute and file in any jurisdiction any financing statement or amendment thereto on such Borrower's Obligor’s behalf, including financing statements that indicate the Collateral (i) as all assets or all personal property of such Borrower Obligor or words to similar effect or (ii) as being of equal or lesser scope, or with greater or lesser detail, than as set forth in this Section 7. Each Borrower Obligor also hereby ratifies its authorization for Agent to have filed in any jurisdiction any like financing statement (or equivalent document in any applicable jurisdiction) or amendment thereto if filed prior to the date hereof. The parties agree that that, to the extent permitted by Applicable Law, 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.

Lien Perfection; Further Assurances. Promptly after Agent's request therefor, Borrowers Obligors shall execute or cause to be executed and deliver to Agent such instruments, assignments assignments, title certificates or other documents as are necessary under the UCC UCC, the PPSA or other Applicable Law (including any motor vehicle certificates of title act) to perfect (or continue the perfection of) Agent's Lien upon the Collateral and shall take such other action as may be 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 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 do so after the occurrence and during the continuance of a Restrictive Trigger Event. Unless prohibited by Applicable Law, each Borrower Obligor hereby irrevocably authorizes Agent to execute and file in any jurisdiction any financing statement or amendment thereto on such BorrowerObligor's behalf, including financing statements that indicate the Collateral (i) as all assets or all personal property of such Borrower Obligor or words to similar effect or (ii) as being of equal or lesser scope, or with greater or lesser detail, than as set forth in this Section SECTION 7. Each Borrower Obligor also hereby ratifies its authorization for Agent to have filed in any jurisdiction any like financing statement (or equivalent document in any applicable jurisdiction) or amendment thereto if filed prior to the date hereof. The parties agree that that, to the extent permitted by Applicable Law, 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.

Lien Perfection; Further Assurances. Promptly after AgentLender's request therefor, Borrowers Borrower shall execute or cause to be executed and deliver to Agent Lender such 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) AgentLender's Lien upon the Collateral and shall take such other action as may be requested by Agent Lender 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 (other than the Permitted Canadian Inventory) unless (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. Unless prohibited by Applicable Law, each Borrower hereby irrevocably authorizes Agent Lender 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 (i) as all assets or all personal property of such Borrower or words to similar effect or (ii) as being of equal or lesser scope, or with greater or lesser detail, than as set forth in this Section 76. Each Borrower also hereby ratifies its authorization for Agent Lender to have filed in any jurisdiction any like financing statement or 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.

Lien Perfection; Further Assurances. Promptly after Agent's request therefor, Borrowers Borrower shall execute or cause to be executed and deliver to Agent such 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 the Collateral Collateral, and shall take such other action as may be requested by Agent to give effect to or carry out the intent and purposes of this Agreement; provided, however, that . Borrower shall give Agent will not seek prompt written notice at any time Borrower commences a material Commercial Tort Claim against any Person and shall execute such documents as are necessary under the UCC to grant to Agent and perfect its Agent's 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 do so after the occurrence and during the continuance of a Restrictive Trigger Eventin such Commercial Tort Claim. Unless prohibited by Applicable Law, each Borrower hereby irrevocably authorizes Agent to execute and and/or file in any jurisdiction any financing statement or amendment thereto on such Borrower's behalf, including financing statements that indicate the Collateral (i) as all assets or all personal property of such Borrower or words to 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 76. Each Borrower also hereby ratifies its authorization for Agent to have filed in any jurisdiction any like financing statement statements or amendment 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.

Lien Perfection; Further Assurances. Promptly after Agent's ’s request therefor, Borrowers shall execute or cause to be executed and deliver to Agent such instruments, assignments assignments, title certificates or other documents as are necessary under the UCC or other Applicable Law to perfect (or continue the perfection of) Agent's ’s Lien upon the Collateral Collateral, and shall take such other action as may be requested by Agent to give effect to or carry out the intent and purposes of this Agreement; provided, however, that . Borrowers shall give Agent will not seek prompt written notice at any time a Borrower commences a material Commercial Tort Claim against any Person and shall execute such documents as are necessary under the UCC to grant to Agent and perfect its Agent’s 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 do so after the occurrence and during the continuance of a Restrictive Trigger Eventin such Commercial Tort Claim. Unless prohibited by Applicable Law, each Borrower hereby irrevocably authorizes Agent to execute and file in any jurisdiction any financing statement or amendment thereto on such each Borrower's ’s behalf, including financing statements that indicate the Collateral (i) as all assets or all personal property of such each Borrower (other than the Investment Real Estate) or words to 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 76. Each Borrower also hereby ratifies its authorization for Agent to have filed in any jurisdiction any like financing statement or 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.

Lien Perfection; Further Assurances. Promptly after AgentLender's request therefor, Borrowers shall execute or cause to be executed and deliver to Agent Lender such instruments, assignments assignments, title certificates or other documents as are necessary under the UCC or other Applicable Law to perfect (or continue the perfection of) AgentLender's Lien upon security interest in the Collateral and shall take such other action as may be requested by Agent Lender 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 (other than the Permitted Canadian Inventory) unless (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. Unless prohibited by Applicable Law, each Borrower hereby irrevocably authorizes Agent Lender 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 (i) as all assets or all personal property of such Borrower Borrowers or words to 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 SECTION 7. Each Borrower Borrowers also hereby ratifies its authorization for Agent to have filed ratify any filing by Lender in any jurisdiction any like financing statement or 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.

Lien Perfection; Further Assurances. Promptly after Agent's request therefor, Borrowers Borrower shall execute or cause to be executed and deliver to Agent such 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 the Collateral Collateral, and shall take such other action as may be requested by Agent to give effect to or carry out the intent and purposes of this Agreement; provided, however, that . Borrower shall give Agent will not seek 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 its Agent's 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 do so after the occurrence and during the continuance of a Restrictive Trigger Eventin such Commercial Tort Claim. Unless prohibited by Applicable Law, each Borrower hereby irrevocably authorizes Agent to execute and and/or file in any jurisdiction any financing statement or amendment thereto on such Borrower's behalf, including financing statements that indicate the Collateral (i) as all assets or all personal property of such Borrower or words to 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 7SECTION 6. Each Borrower also hereby ratifies its authorization for Agent to have filed in any jurisdiction any like financing statement statements or amendment 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.

Lien Perfection; Further Assurances. Promptly after Agent's request thereforBorrower shall, Borrowers and shall cause its Subsidiaries to, execute or cause to be executed such UCC-1 financing statements as are required by the UCC and deliver to Agent 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 requested by Agent to give effect to or carry out the intent and purposes of this Agreement; provided, however, that Agent will not seek required to perfect its or to continue the perfection of Agent's Lien on any Collateral under any Applicable Law other than upon 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 do so after the occurrence and during the continuance of a Restrictive Trigger EventCollateral. Unless prohibited by Applicable Lawapplicable law, each Borrower hereby irrevocably authorizes Agent to execute (if required) and file in any jurisdiction any such financing statement statements or amendment thereto on such Borrower's behalfamendments, including including, without limitation, financing statements that indicate the Collateral (i) as all assets or all personal property of such Borrower or its Subsidiaries, as applicable, or words to of similar effect effect, or (ii) as being of an equal or lesser scope, or with greater or lesser detail, than as set forth in this Section 75.1, on Borrower's or the applicable Subsidiary's behalf. Each Borrower Borrower, on behalf of itself and its Subsidiaries, also hereby ratifies its authorization for Agent to have filed in any jurisdiction any like financing statement statements or amendment 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, 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. Borrower shall, and shall cause its Subsidiaries to, xxxx all Chattel Paper to note Agent's Liens therein.

Lien Perfection; Further Assurances. Promptly after AgentLender's request therefor, Borrowers shall execute or cause to be executed and deliver to Agent Lender such instruments, assignments assignments, title certificates or other documents as are necessary under the UCC or other Applicable Law (including any motor vehicle certificate of title acts) to perfect (or continue the perfection of) AgentLender's Lien upon the Collateral and shall take such other action as may be requested by Agent Lender 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 (other than the Permitted Canadian Inventory) unless (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. Unless prohibited by Applicable Law, each Borrower hereby irrevocably authorizes Agent Lender 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 (i) as all assets or all personal property of such Borrower or words to 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 7SECTION 6. Each Borrower also hereby ratifies its authorization for Agent Lender to have filed in any jurisdiction any like financing statement or amendment thereto if filed prior to the date hereof. The To the extent permitted by 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.

Lien Perfection; Further Assurances. Promptly after Agent's Lender’s request therefortherefore, Borrowers Borrower shall execute or cause to be executed and deliver delivered to Agent Lender such instruments, assignments assignments, title certificates or other documents as are necessary under the UCC Uniform Commercial Code or other Applicable Law applicable law (including any vehicle or vessel certificate of title act) to perfect (or continue the perfection of) Agent's Lender’s Lien upon the Collateral and shall take such other action as may be requested by Agent Lender to give effect to or carry out the intent and purposes of this Agreement; provided, howeverthe Credit Documents, that Agent will not seek to perfect its Lien on any Collateral under any Applicable Law other than and the laws transactions contemplated thereby, all at the cost of the United States (other than the Permitted Canadian Inventory) unless (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 EventCredit Parties. Unless prohibited by Applicable Lawapplicable law, each Borrower Credit Party hereby irrevocably authorizes Agent Lender to execute and file in any jurisdiction any financing statement or amendment thereto on such Borrower's ’s behalf, including financing statements that indicate the Collateral (i) as all assets or all personal property of such Borrower or words to 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 7herein. Each Borrower Credit Party also hereby ratifies its authorization for Agent Lender to have filed in any jurisdiction any like financing statement or 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.

Lien Perfection; Further Assurances. Promptly after AgentLender's request therefor, Borrowers Borrower shall execute or cause to be executed and deliver to Agent Lender such instrumentsinstruments (including the Eyecare Professional Notes), assignments assignments, title certificates or other 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) AgentLender's Lien upon the Collateral and shall take such other action as may be requested by Agent Lender 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 (other than the Permitted Canadian Inventory) unless (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. Unless prohibited by Applicable Law, each Borrower hereby irrevocably authorizes Agent Lender to execute and file in any jurisdiction any such financing statement or amendment thereto on such Borrower's behalf, including financing statements that indicate the Collateral (i) as all assets or all personal property of such Borrower or words to similar effect or (ii) as being of equal or lesser scope, or with greater or lesser detail, than as set forth in this Section 7. Each Borrower also hereby ratifies its authorization for Agent to have filed in any jurisdiction any like financing statement or 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. 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 (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 authorization for Lender to have filed in any jurisdiction any like financing statements or amendments thereto if filed prior to the date hereof. (b) By deleting clause (ii) of Section 9.2.2 of the Loan Agreement and by substituting in lieu thereof the following:

Lien Perfection; Further Assurances. Promptly after Agent's request therefor, Borrowers shall Borrower agrees to execute the UCC-1 financing statements provided for by the UCC or cause to be executed otherwise together with any and deliver to Agent such all 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 the Collateral and shall take such other action as may be requested required to perfect or to continue the perfection of Agent's security interest, for the benefit of the Lenders, in the Collateral, including, without limitation, the execution at Agent's request of all documents deemed necessary by Agent to give effect cause Agent's Lien , for the benefit of Lenders, to or carry out the intent and purposes of this Agreement; provided, however, that Agent will not seek to perfect its Lien be noted on any Collateral under any Applicable Law other than the laws motor vehicle title certificates for motor vehicles forming a part of the United States (other than the Permitted Canadian Inventory) unless (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 EventCollateral. Unless prohibited by Applicable Lawapplicable law, each Borrower hereby irrevocably authorizes Agent to execute and file in any jurisdiction any such financing statement or amendment thereto on such Borrower's behalfstatements, including including, without limitation, financing statements that indicate the Collateral (ia) as all assets or all personal property of such Borrower or words to of similar effect effect, or (iib) as being of an equal or lesser scope, or with greater or lesser detail, than as set forth in this Section 75.1, on Borrower's behalf. Each Borrower also hereby ratifies its authorization for Agent to have filed in any jurisdiction any like financing statement statements or amendment 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 Agents' request, Borrower shall also promptly execute or cause to be executed and shall deliver to Agent, for the benefit of Lenders, any and all documents, instruments and agreements deemed necessary by Agents to give effect to or carry out the terms or intent of the Loan Documents.

Lien Perfection; Further Assurances. Promptly after Agent's request therefor, Borrowers Borrower shall execute or cause to be executed and deliver to Agent such 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 the Collateral Collateral, and shall take such other action as may be 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 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 do so after the occurrence and during the continuance of a Restrictive Trigger Event. Unless prohibited by Applicable Law, each Borrower hereby authorizes Agent to execute and file any such financing statement on Borrower's behalf. Unless prohibited by Applicable Law, Borrower hereby irrevocably authorizes Agent to execute and file in any jurisdiction any such financing statement or amendment thereto on such Borrower's behalfstatements, including financing statements that indicate the Collateral (i) as all assets or all personal property of such Borrower or words to of similar effect effect, or (ii) as being of an equal or lesser scope, or with greater or lesser detail, than as set forth in this Section 7, on Borrower's behalf. Each Borrower also hereby ratifies its authorization for Agent to have filed in any jurisdiction any like financing statement statements or amendment 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.

Lien Perfection; Further Assurances. Promptly after Agent's request therefor, Borrowers shall execute or cause to be executed and deliver to Agent such 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 the Collateral and shall take such other action as may be 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 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 do so after the occurrence and during the continuance of a Restrictive Trigger Event. Unless prohibited by Applicable Law, each Borrower hereby irrevocably authorizes 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 (i) as all assets or all personal property of such Borrower or words to similar effect or (ii) as being of equal or lesser scope, or with greater or lesser detail, than as set forth in this Section 7SECTION 6. Each Borrower also hereby ratifies its authorization for Agent to have filed in any jurisdiction any like financing statement or 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.

Lien Perfection; Further Assurances. Promptly after Agent's request therefor, Borrowers shall Borrower agrees to execute the UCC-1 financing statements provided for by the UCC or cause to be executed otherwise together with any and deliver to Agent such all other 40 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 the Collateral and shall take such other action as may be requested required to perfect or to continue the perfection of Collateral Agent's 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 give effect cause Collateral Agent's Lien, for the benefit of Lenders, to or carry out the intent and purposes of this Agreement; provided, however, that Agent will not seek to perfect its Lien be noted on any Collateral under any Applicable Law other than the laws motor vehicle title certificates for motor vehicles forming a part of the United States (other than the Permitted Canadian Inventory) unless (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 EventCollateral. Unless prohibited by Applicable Lawapplicable law, each Borrower hereby irrevocably authorizes Collateral Agent to execute and file in any jurisdiction any such financing statement or amendment thereto on such Borrower's behalfstatements, including including, without limitation, financing statements that indicate the Collateral (ia) as all assets or all personal property of such Borrower or words to of similar effect effect, or (iib) as being of an equal or lesser scope, or with greater or lesser detail, than as set forth in this Section 74.1, on Borrower's behalf. Each Borrower also hereby ratifies its authorization for Collateral Agent to have filed in any jurisdiction any like financing statement statements or amendment 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 Lenders' request, Borrower shall also promptly execute or cause to be executed and shall deliver to Collateral Agent, for the benefit of Lenders, any and all documents, instruments and agreements deemed necessary by Lenders to give effect to or carry out the terms or intent of the Loan Documents.

Lien Perfection; Further Assurances. Promptly after The Borrower irrevocably authorizes the Agent to prepare and file UCC-1 financing statements as are required by the Code (or otherwise deemed advisable by the Agent's request therefor, Borrowers shall execute or cause to be executed ) and deliver to Agent 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 ’s Lien upon any of the Collateral and shall take such other action as may be requested by required to perfect or to continue the perfection of the Agent’s Lien upon the Collateral. The Borrower further irrevocably authorizes the Agent to give effect to prepare and file such UCC-3 continuation statements and initial financing statements in-lieu of continuation statements as the Agent deems necessary 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 (other than the Permitted Canadian Inventory) unless (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 Eventdesirable in connection therewith. Unless prohibited by Applicable Lawapplicable law, each the Borrower hereby irrevocably authorizes the Agent to execute prepare and file in any jurisdiction any such financing statement or amendment thereto on such Borrower's behalfstatements, including including, without limitation, financing statements that indicate the Collateral (i) as all assets or all personal property of such the Borrower or words to of similar effect effect, or (ii) as being of an equal or lesser scope, or with greater or lesser detail, than as set forth in this Section 7Article II, on the Borrower’s behalf. Each The Borrower also hereby ratifies its authorization for the Agent to have filed in any jurisdiction any like financing statement statements or amendment 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 request, the Borrower shall 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.

Lien Perfection; Further Assurances. Promptly after Agent's request thereforBorrower shall, Borrowers and shall cause its Subsidiaries to, execute or cause to be executed such UCC-1 financing statements as are required by the UCC and deliver to Agent 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 requested by Agent to give effect to or carry out the intent and purposes of this Agreement; provided, however, that Agent will not seek required to perfect its or to continue the perfection of Agent's Lien on any Collateral under any Applicable Law other than upon 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 do so after the occurrence and during the continuance of a Restrictive Trigger EventCollateral. Unless prohibited by Applicable Lawapplicable law, each Borrower hereby irrevocably authorizes Agent to execute (if required) and file in any jurisdiction any such financing statement statements or amendment thereto on such Borrower's behalfamendments, including including, without limitation, financing statements that indicate the Collateral (i) as all assets or all personal property of such Borrower or its Subsidiaries, as applicable, or words to of similar effect effect, or (ii) as being of an equal or lesser scope, or with greater or lesser detail, than as set forth in this Section 75.1, on Borrower's or the applicable Subsidiary's behalf. Each Borrower Borrower, on behalf of itself and its Subsidiaries, also hereby ratifies its authorization for Agent to have filed in any jurisdiction any like financing statement statements or amendment 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, 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. Borrower shall, and shall cause its Subsidiaries to, mark all chattel paper to note Agent's Liens therein.