Common use of Other Actions as to any and all Collateral Clause in Contracts

Other Actions as to any and all Collateral. The Grantors further agree to take any other action reasonably requested by the Purchasers to insure the attachment, perfection and first priority (subject to Permitted Liens) of, and the ability of the Purchasers to enforce, the Purchasers’ security interest in any and all of the Collateral including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that any Grantor’s signature thereon is required therefor, (b) causing the Purchasers’ names to be noted as secured parties on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Purchasers to enforce, the Purchasers’ security interest in such Collateral, (c) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Purchasers to enforce, the Purchasers’ security interest in such Collateral, (d) obtaining governmental and other third party consents and approvals, including without limitation any consent of any licensor, lessor or other person obligated on Collateral, (e) obtaining waivers from landlords in form and substance satisfactory to the Purchasers, (f) taking all actions required by any earlier versions of the Uniform Commercial Code or by other law, as applicable in any relevant Uniform Commercial Code jurisdiction, or by other law as applicable in any foreign jurisdiction, (g) delivery to the Purchasers of stock certificates (and stock powers duly executed in blank in favor of the Purchasers) covering all of the capital stock described on Schedule A, and (h) if the Maturity Date is extended, at the time of such extension entering into with the Purchasers and a service company reasonably acceptable to the Purchasers and Grantors, a contract requiring (i) the service company to file continuation statements and (ii) the Grantors to pay the cost of all filings and creation of continuation and termination statements.

Other Actions as to any and all Collateral. The Grantors Such Grantor further agree agrees to take any other action reasonably requested by the Purchasers Purchaser to insure the attachment, perfection and and, first priority (subject to Permitted Liens) of, and the ability of the Purchasers Purchaser to enforce, the Purchasers’ security interest Security Interest in any and all of the Collateral provided by such Grantor including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial CodeUCC, to the extent, if any, that any such Grantor’s signature thereon is required therefor, ; (b) causing the Purchasers’ names Purchaser’s name to be noted as secured parties party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Purchasers Purchaser to enforce, the Purchasers’ security interest Security Interest in such Collateral, ; (c) complying with any provision of any statute, regulation or treaty of the United States of America as to any Collateral if compliance with such provision is a condition to the attachment, perfection or priority of, or the ability of the Purchasers Purchaser to enforce, the Purchasers’ security interest Security Interest in such Collateral, ; (d) obtaining governmental and other third third-party consents and approvals, including without limitation any consent of any licensor, lessor or other person obligated on such Collateral, ; (e) obtaining waivers from landlords in form and substance satisfactory providing to the PurchasersPurchaser “control” over such Collateral, to the extent that perfection can only be achieved under the UCC by control or where obtaining perfection by control provides more protection to the Purchaser that perfection by filing a financing statement; and (f) taking all actions required by any earlier versions of the Uniform Commercial Code UCC or by other law, as applicable in any relevant Uniform Commercial Code UCC jurisdiction, or by other law as applicable in any foreign jurisdiction; provided, however, that nothing contained in clause (gd) delivery to the Purchasers of stock certificates or (and stock powers duly executed in blank in favor of the Purchaserse) covering all of the capital stock described on Schedule A, and (h) if the Maturity Date is extended, at the time of shall require such extension entering into with the Purchasers and a service company reasonably acceptable to the Purchasers and Grantors, a contract requiring (i) the service company to file continuation statements and (ii) the Grantors Grantor to pay the cost of all filings and creation of continuation and termination statementsany consideration (other than any governmental application, processing, filing or recording fees) in order to obtain any consent or waiver referred to in such clauses.

Other Actions as to any and all Collateral. The Grantors Grantor further agree agrees, upon request of the Lender and at the Lender’s option, to take any and all other action reasonably requested by actions as the Purchasers Lender may determine to insure be necessary or useful for the attachment, perfection and first priority (subject to Permitted Liens) of, and the ability of the Purchasers Lender to enforce, the Purchasers’ Lender’s security interest in any and all of the Collateral Collateral, including, without limitation, (ai) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial CodeUCC, to the extent, if any, that any the Grantor’s signature thereon is required therefor, (bii) causing the Purchasers’ names Lender’s name to be noted as secured parties party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Purchasers Lender to enforce, the Purchasers’ Lender’s security interest in such Collateral, (ciii) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Purchasers Lender to enforce, the Purchasers’ Lender’s security interest in such Collateral, (div) obtaining governmental and other third party waivers, consents and approvalsapprovals in form and substance satisfactory to the Lender, including including, without limitation limitation, any consent of any licensor, lessor or other person obligated on Collateral, (ev) obtaining waivers from mortgagees and landlords in form and substance satisfactory to the Purchasers, Lender and (fvi) taking all actions required by under any earlier versions of the Uniform Commercial Code UCC or by under any other law, as reasonably determined by the Lender to be applicable in any relevant Uniform Commercial Code UCC or other jurisdiction, or by other law as applicable in including any foreign jurisdiction, (g) delivery to the Purchasers of stock certificates (and stock powers duly executed in blank in favor of the Purchasers) covering all of the capital stock described on Schedule A, and (h) if the Maturity Date is extended, at the time of such extension entering into with the Purchasers and a service company reasonably acceptable to the Purchasers and Grantors, a contract requiring (i) the service company to file continuation statements and (ii) the Grantors to pay the cost of all filings and creation of continuation and termination statements.

Other Actions as to any and all Collateral. The Grantors Such Grantor further agree agrees to take any other action reasonably requested by the Purchasers Agent to insure the attachment, perfection and first priority (subject to Permitted Liens) of, and the ability of the Purchasers Agent to enforce, the Purchasers’ security interest Security Interest in any and all of the Collateral provided by such Grantor including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial CodeUCC, to the extent, if any, that any such Grantor’s signature thereon is required therefor, ; (b) causing the Purchasers’ names Agent’s name to be noted as secured parties party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Purchasers Agent to enforce, the Purchasers’ security interest Security Interest in such Collateral, ; (c) complying with any provision of any statute, regulation or treaty of the United States of America as to any Collateral if compliance with such provision is a condition to the attachment, perfection or priority of, or the ability of the Purchasers Agent to enforce, the Purchasers’ security interest Security Interest in such Collateral, ; (d) obtaining governmental and other third third-party consents and approvals, including without limitation any consent of any licensor, lessor or other person obligated on such Collateral, ; (e) obtaining waivers from mortgagees, bailees, landlords and any other person who has possession of or any interest in any Collateral or any real property on which any such Collateral may be located, in form and substance satisfactory to the PurchasersAgent, but only to the extent required by Section 6.7 of the Credit Agreement; (f) to the extent required in the Credit Agreement, providing to the Agent “control” over such Collateral, to the extent that perfection can only be achieved under the UCC by control or where obtaining perfection by control provides more protection to the Secured Creditors that perfection by filing a financing statement; and (g) taking all actions required by any earlier versions of the Uniform Commercial Code UCC or by other law, as applicable in any relevant Uniform Commercial Code UCC jurisdiction, or by other law as applicable in any foreign jurisdiction; provided, (g) delivery to the Purchasers of stock certificates (and stock powers duly executed in blank in favor of the Purchasers) covering all of the capital stock described on Schedule A, and (h) if the Maturity Date is extended, at the time of such extension entering into with the Purchasers and a service company reasonably acceptable to the Purchasers and Grantors, a contract requiring that (i) no actions in respect of Intellectual Property shall be required to be taken outside the service company to file continuation statements United States, Germany, France, Italy, Spain or the United Kingdom, and (ii) no further actions, undertakings or representations with respect to Intellectual Property shall be required other than those set forth in the Grantors Forms of Intellectual Property Security Agreements attached to pay the cost of all filings and creation of continuation and termination statementsthis Security Agreement.

Other Actions as to any and all Collateral. The Grantors Company further agree agrees to take any other action reasonably requested by the Purchasers Lenders while an Event of Default exists to insure the attachment, perfection and first priority (subject to Permitted Liens) of, and the ability of the Purchasers Lenders to enforce, the PurchasersLenders’ security interest in any and all of the Collateral including, without limitation, (a1) executing, delivering and, where appropriate, filing financing statements Financing Statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that any Grantorthe Company’s signature thereon is required therefor, (b2) causing the PurchasersLenders’ names name to be noted as secured parties party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Purchasers Lenders to enforce, the PurchasersLenders’ security interest in such Collateral, (c3) complying with any provision of any statute, regulation or treaty of the United States as or any foreign jurisdiction to any Collateral if compliance with such provision is a condition to attachment, perfection or priority ofof (or comparable concepts under the laws of the United States or any foreign jurisdiction), or ability of the Purchasers Lenders to enforce, the PurchasersLenders’ security interest in such Collateral, (d4) making such filings in the United States Copyright Office and the United States Patent and Trademark Office as the Lenders shall request to register, file or otherwise confirm Lenders’ security interest in intellectual property, or rights therein, held by the Company, (5) obtaining governmental and other third party consents and approvals, including without limitation any consent of any licensor, lessor or other person obligated on Collateral, (e6) obtaining waivers from mortgagees and landlords in form and substance satisfactory to the Purchasers, Lenders and (f7) taking all actions required by any earlier versions of the Uniform Commercial Code or by other law, as applicable in any relevant Uniform Commercial Code jurisdiction, or by other law as applicable in any foreign jurisdiction, (g) delivery to the Purchasers of stock certificates (and stock powers duly executed in blank in favor of the Purchasers) covering all of the capital stock described on Schedule A, and (h) if the Maturity Date is extended, at the time of such extension entering into with the Purchasers and a service company reasonably acceptable to the Purchasers and Grantors, a contract requiring (i) the service company to file continuation statements and (ii) the Grantors to pay the cost of all filings and creation of continuation and termination statements.

Other Actions as to any and all Collateral. The Grantors Q Comm further agree agrees to use commercially reasonable efforts to take any other action reasonably requested by the Purchasers APS to insure the attachment, perfection and first priority (subject to Permitted Liens) of, and the ability of the Purchasers APS to enforce, the Purchasers’ APS's security interest in any and all of the Collateral Collateral, subject to the Keybank Lien, including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that any Grantor’s Q Comm's signature thereon is required therefor, (b) causing the Purchasers’ names APS's name to be noted as secured parties party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Purchasers APS to enforce, the Purchasers’ APS's security interest in such Collateral, (c) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Purchasers APS to enforce, the Purchasers’ APS's security interest in such Collateral, (d) obtaining governmental and other third party consents and approvals, including without limitation any consent of any licensor, lessor or other person Person obligated on Collateral, (e) obtaining use commercially reasonable efforts to obtain waivers from mortgagees and landlords in form and substance reasonably satisfactory to the PurchasersAPS, and (f) taking all actions required by any earlier versions of the Uniform Commercial Code UCC in effect from time to time or by other law, as applicable in any relevant Uniform Commercial Code UCC jurisdiction, or by other law as applicable in any foreign jurisdiction. LOAN AND SECURITY AGREEMENT BY AND BETWEEN Q COMM INTERNATIONAL INC. AND AMERICAN PAYMENT SYSTEMS, (g) delivery to the Purchasers of stock certificates (and stock powers duly executed in blank in favor of the Purchasers) covering all of the capital stock described on Schedule A, and (h) if the Maturity Date is extended, at the time of such extension entering into with the Purchasers and a service company reasonably acceptable to the Purchasers and Grantors, a contract requiring (i) the service company to file continuation statements and (ii) the Grantors to pay the cost of all filings and creation of continuation and termination statements.INC. --------------------------------------------------------------------------------

Other Actions as to any and all Collateral. The Grantors further agree Each Grantor agrees, at the request and option of HSI, to take any and all other action reasonably requested by the Purchasers actions HSI may determine to insure be necessary or useful for the attachment, perfection and first priority (subject to Permitted Liens) Senior Priority of, and the ability of the Purchasers HSI to enforce, the Purchasers’ HSI’s security interest in any and all of the Collateral Collateral, including, without limitation, (a) executingexecuting any further instruments (including, without limitation, intellectual property security agreements and control agreements) and taking further action (including, without limitation, delivery of Collateral that can only be perfected by possession) as HSI reasonably requests to perfect or continue HSI’s security interest in the Collateral or to effect the purposes of this Agreement, (b) delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that any Grantor’s signature thereon is required thereforUCC, (bc) causing the Purchasers’ names HSI’s name to be noted as secured parties party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Purchasers HSI to enforce, the Purchasers’ HSI’s security interest in such Collateral, (cd) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Purchasers HSI to enforce, the Purchasers’ HSI’s security interest in such Collateral, (de) obtaining governmental and other third party waivers, consents and approvalsapprovals in form and substance satisfactory to HSI, including including, without limitation limitation, any consent of any licensor, lessor or other person obligated on Collateral, (e) obtaining waivers from landlords in form Collateral and substance satisfactory to the Purchasers, (f) taking all actions required by under any earlier versions of the Uniform Commercial Code UCC or by under any other law, as reasonably determined by HSI to be applicable in any relevant Uniform Commercial Code UCC or other jurisdiction, or by other law as applicable in including, without limitation, any foreign jurisdiction. If a Grantor shall acquire a commercial tort claim (as defined in the UCC), (g) delivery to it shall promptly notify HSI in a writing signed by it of the Purchasers of stock certificates general details thereof (and stock powers duly executed further details as may be required by HSI) and grant to HSI, in blank such writing a security interest therein and in favor the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to HSI. Without limiting the generality of the Purchasers) covering all of foregoing, each Grantor will execute and deliver deposit account control agreements for any deposit accounts constituting Collateral no later than [fifteen (15)] days after the capital stock described on Schedule A, and (h) if the Maturity Date is extended, at the time of such extension entering into with the Purchasers and a service company reasonably acceptable to the Purchasers and Grantors, a contract requiring (i) the service company to file continuation statements and (ii) the Grantors to pay the cost of all filings and creation of continuation and termination statementsdate hereof.

Other Actions as to any and all Collateral. The Grantors further agree to take any other action reasonably requested by the Purchasers to insure the attachment, perfection and first priority (subject to Permitted Liens) of, and the ability of the Purchasers to enforce, the Purchasers’ security interest in any and all of the Collateral including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that any Grantor’s signature thereon is required therefor, (b) causing the Purchasers’ names to be noted as secured parties on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Purchasers to enforce, the Purchasers’ security interest in such Collateral, (c) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Purchasers to enforce, the Purchasers’ security interest in such Collateral, (d) obtaining governmental and other third party consents and approvals, including without limitation any consent of any licensor, lessor or other person obligated on Collateral, (e) obtaining utilizing commercially reasonable efforts (including, but not limited to, the payment of a reasonable fee to the applicable landlord) to obtain waivers from landlords in form and substance satisfactory to the Purchasers, (f) taking all actions required by any earlier versions of the Uniform Commercial Code or by other law, as applicable in any relevant Uniform Commercial Code jurisdiction, or by other law as applicable in any foreign jurisdiction, and (g) delivery to the Purchasers of stock certificates (and stock powers duly executed in blank in favor of the Purchasers) covering all of the capital stock described on Schedule A, and (h) if the Maturity Date is extended, at the time of such extension entering into with the Purchasers and a service company reasonably acceptable to the Purchasers and Grantors, a contract requiring (i) the service company to file continuation statements and (ii) the Grantors to pay the cost of all filings and creation of continuation and termination statements.A.

Other Actions as to any and all Collateral. The Grantors Such Grantor further agree agrees to take any other action reasonably requested by the Purchasers Administrative Agent to insure the attachment, perfection and first priority (subject to Permitted Liens) of, and the ability of the Purchasers Administrative Agent to enforce, the Purchasers’ security interest Security Interest in any and all of the Collateral provided by such Grantor including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial CodeUCC, to the extent, if any, that any such Grantor’s 's signature thereon is required therefor, ; (b) causing the Purchasers’ names Administrative Agent's name to be noted as secured parties party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Purchasers Administrative Agent to enforce, the Purchasers’ security interest Security Interest in such Collateral, ; (c) complying with any provision of any statute, regulation or treaty of the United States of America as to any Collateral if compliance with such provision is a condition to the attachment, perfection or priority of, or the ability of the Purchasers Administrative Agent to enforce, the Purchasers’ security interest Security Interest in such Collateral, ; (d) obtaining governmental and other third party consents and approvals, including without limitation any consent of any licensor, lessor or other person obligated on such Collateral, ; (e) obtaining waivers from mortgagees, bailees, landlords and any other person who has possession of or any interest in any Collateral or any real property on which any such Collateral may be located, in form and substance satisfactory to the Purchasers, Secured Party; (f) providing to the Administrative Agent "control" over such Collateral, to the extent that perfection can only be achieved under the UCC by control or where obtaining perfection by control provides more protection to the Secured Parties that perfection by filing a financing statement; and (g) taking all actions required by any earlier versions of the Uniform Commercial Code UCC or by other law, as applicable in any relevant Uniform Commercial Code UCC jurisdiction, or by other law as applicable in any foreign jurisdiction; PROVIDED, HOWEVER, that nothing contained in paragraphs (gd) delivery to the Purchasers of stock certificates or (and stock powers duly executed in blank in favor of the Purchaserse) covering all of the capital stock described on Schedule A, and (h) if the Maturity Date is extended, at the time of shall require such extension entering into with the Purchasers and a service company reasonably acceptable to the Purchasers and Grantors, a contract requiring (i) the service company to file continuation statements and (ii) the Grantors Grantor to pay the cost of all filings and creation of continuation and termination statementsany consideration (other than any governmental application, processing, filing or recording fees) in order to obtain any consent or waiver referred to in such paragraphs.

Other Actions as to any and all Collateral. The Grantors Such Grantor further agree agrees to take any other action reasonably requested by the Purchasers Agent to insure the attachment, perfection and and, first priority (subject to Permitted Liens) of, and the ability of the Purchasers Agent to enforce, the Purchasers’ security interest Security Interest in any and all of the Collateral provided by such Grantor including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial CodeUCC, to the extent, if any, that any such Grantor’s signature thereon is required therefor, ; (b) causing the Purchasers’ names Agent’s name to be noted as secured parties party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Purchasers Agent to enforce, the Purchasers’ security interest Security Interest in such Collateral, ; (c) complying with any provision of any statute, regulation or treaty of the United States of America as to any Collateral if compliance with such provision is a condition to the attachment, perfection or priority of, or the ability of the Purchasers Agent to enforce, the Purchasers’ security interest Security Interest in such Collateral, ; (d) obtaining governmental and other third party consents and approvals, including without limitation any consent of any licensor, lessor or other person obligated on such Collateral, ; (e) obtaining waivers from mortgagees, bailees, landlords and any other person who has possession of or any interest in any Collateral or any real property on which any such Collateral may be located, in form and substance satisfactory to the Purchasers, Agent; (f) providing to the Agent “control” over such Collateral, to the extent that perfection can only be achieved under the UCC by control or where obtaining perfection by control provides more protection to the Secured Parties that perfection by filing a financing statement; and (g) taking all actions required by any earlier versions of the Uniform Commercial Code UCC or by other law, as applicable in any relevant Uniform Commercial Code UCC jurisdiction, or by other law as applicable in any foreign jurisdiction; provided, however, that nothing contained in paragraphs (gd) delivery to the Purchasers of stock certificates or (and stock powers duly executed in blank in favor of the Purchaserse) covering all of the capital stock described on Schedule A, and (h) if the Maturity Date is extended, at the time of shall require such extension entering into with the Purchasers and a service company reasonably acceptable to the Purchasers and Grantors, a contract requiring (i) the service company to file continuation statements and (ii) the Grantors Grantor to pay the cost of all filings and creation of continuation and termination statementsany consideration (other than any governmental application, processing, filing or recording fees) in order to obtain any consent or waiver referred to in such paragraphs.

Other Actions as to any and all Collateral. The Grantors Each Grantor further agree agrees to take any other action reasonably requested by the Purchasers LenderLenders to insure ensure the attachment, perfection and first priority (subject to Permitted Liens) of, and the ability of the Purchasers LenderLenders to enforce, the Purchasers’ security interest of the LenderLenders, for itstheir own benefit and as agent for itstheir affiliates, in any and all of the Collateral including, without limitation, including (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that any Grantor’s signature thereon is required therefor, (b) causing the PurchasersLender’s nameLenders’ names to be noted as secured parties party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Purchasers LenderLenders to enforce, the Purchasers’ security interest of the LenderLenders, for itstheir own benefit and as agent for itstheir affiliates, in such Collateral, (cb) complying with any provision of any statute, regulation or treaty of the United States of America and Canada, as applicable, as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Purchasers LenderLenders to enforce, the Purchasers’ security interest of the LenderLenders, for itstheir own benefit and as agent for itstheir affiliates, in such Collateral, (dc) obtaining governmental and other third party consents and approvals, including without limitation any consent of any licensor, lessor or other person Person obligated on Collateral, (ed) obtaining waivers from mortgagees and landlords in form and substance satisfactory to the PurchasersLenderLenders, and (f) e)I taking all actions required by any earlier versions of the Uniform Commercial Code UCC in effect from time to time or by any other law, as law applicable in any relevant Uniform Commercial Code jurisdiction, UCC jurisdiction or by any other law as (including the PPSA) applicable in Canada. Each Grantor further agrees to indemnify and hold the LenderLenders harmless against claims of any foreign jurisdiction, (g) delivery Persons not a party to this Agreement concerning disputes arising over the Purchasers of stock certificates (and stock powers duly executed in blank in favor of the Purchasers) covering all of the capital stock described on Schedule A, and (h) if the Maturity Date is extended, at the time of such extension entering into with the Purchasers and a service company reasonably acceptable to the Purchasers and Grantors, a contract requiring (i) the service company to file continuation statements and (ii) the Grantors to pay the cost of all filings and creation of continuation and termination statementsCollateral.