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

Other Actions as to any and all Collateral. Such Grantor further agrees to take any other action reasonably requested by the Purchaser to insure the attachment, perfection and, first priority of, and the ability of the Purchaser to enforce, the 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 UCC, to the extent, if any, that such Grantor’s signature thereon is required therefor; (b) causing the Purchaser’s name to be noted as secured 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 Purchaser to enforce, the 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 Purchaser to enforce, the 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) providing to the Purchaser “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 the UCC or by other law, as applicable in any relevant UCC jurisdiction, or by other law as applicable in any foreign jurisdiction; provided, however, that nothing contained in clause (d) or (e) shall require such Grantor to pay any 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. Such Grantor The Grantors further agrees agree to take any other action reasonably requested by the Purchaser Purchasers to insure the attachment, perfection and, and first priority (subject to Permitted Liens) of, and the ability of the Purchaser Purchasers to enforce, the Security Interest Purchasers’ 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 UCCUniform Commercial Code, to the extent, if any, that such any Grantor’s signature thereon is required therefor; , (b) causing the Purchaser’s name Purchasers’ names to be noted as secured party 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 Purchaser Purchasers to enforce, the Security Interest Purchasers’ 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 Purchaser Purchasers to enforce, the Security Interest Purchasers’ 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) providing obtaining waivers from landlords in form and substance satisfactory to the Purchaser “control” over such CollateralPurchasers, 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 UCC Uniform Commercial Code or by other law, as applicable in any relevant UCC Uniform Commercial Code jurisdiction, or by other law as applicable in any foreign jurisdiction; provided, however(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, that nothing contained in clause and (dh) or 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 (ei) shall require such Grantor the service company to file continuation statements and (ii) the Grantors to pay any consideration (other than any governmental application, processing, filing or recording fees) in order to obtain any consent or waiver referred to in such clausesthe cost of all filings and creation of continuation and termination statements.

Other Actions as to any and all Collateral. Such The Grantor further agrees 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 Purchaser Lender may determine to insure be necessary or useful for the attachment, perfection and, and first priority of, and the ability of the Purchaser Lender to enforce, the Security Interest Lender’s security interest in any and all of the Collateral provided by such Grantor Collateral, including, without limitation, (ai) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC, to the extent, if any, that such the Grantor’s signature thereon is required therefor; , (bii) causing the PurchaserLender’s name to be noted as secured 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 Purchaser Lender to enforce, the Security Interest Lender’s security interest in such Collateral; , (ciii) 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 Purchaser Lender to enforce, the Security Interest Lender’s security interest in such Collateral; , (div) obtaining governmental and other third-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 such Collateral; , (ev) providing obtaining waivers from mortgagees and landlords in form and substance satisfactory to the Purchaser “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; Lender and (fvi) taking all actions required by under any earlier versions of the UCC or by under any other law, as reasonably determined by the Lender to be applicable in any relevant UCC or other jurisdiction, or by other law as applicable in including any foreign jurisdiction; provided, however, that nothing contained in clause (d) or (e) shall require such Grantor to pay any 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. Such Grantor Q Comm further agrees to use commercially reasonable efforts to take any other action reasonably requested by the Purchaser APS to insure the attachment, perfection and, and first priority of, and the ability of the Purchaser APS to enforce, the Security Interest APS's security interest in any and all of the Collateral provided by such Grantor Collateral, subject to the Keybank Lien, including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCCUniform Commercial Code, to the extent, if any, that such Grantor’s Q Comm's signature thereon is required therefor; , (b) causing the Purchaser’s APS's name to be noted as secured 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 Purchaser APS to enforce, the Security Interest APS's 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 Purchaser APS to enforce, the Security Interest APS's 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 Person obligated on such Collateral; , (e) providing use commercially reasonable efforts to the Purchaser “control” over such Collateralobtain waivers from mortgagees and landlords in form and substance reasonably satisfactory to APS, 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 the UCC in effect from time to time or by other law, as applicable in any relevant UCC jurisdiction, or by other law as applicable in any foreign jurisdiction; provided. LOAN AND SECURITY AGREEMENT BY AND BETWEEN Q COMM INTERNATIONAL INC. AND AMERICAN PAYMENT SYSTEMS, however, that nothing contained in clause (d) or (e) shall require such Grantor to pay any consideration (other than any governmental application, processing, filing or recording fees) in order to obtain any consent or waiver referred to in such clauses.INC. --------------------------------------------------------------------------------

Other Actions as to any and all Collateral. Such Grantor further agrees to take any other action reasonably requested by the Purchaser Administrative Agent to insure the attachment, perfection and, and first priority of, and the ability of the Purchaser Administrative Agent to enforce, the 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 UCC, to the extent, if any, that such Grantor’s 's signature thereon is required therefor; (b) causing the Purchaser’s Administrative Agent's name to be noted as secured 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 Purchaser Administrative Agent to enforce, the 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 Purchaser Administrative Agent to enforce, the 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 Secured Party; (f) providing to the Purchaser “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 Purchaser Secured Parties that perfection by filing a financing statement; and (fg) taking all actions required by the UCC or by other law, as applicable in any relevant UCC jurisdiction, or by other law as applicable in any foreign jurisdiction; providedPROVIDED, howeverHOWEVER, that nothing contained in clause paragraphs (d) or (e) shall require such Grantor to pay any consideration (other than any governmental application, processing, filing or recording fees) in order to obtain any consent or waiver referred to in such clausesparagraphs.

Other Actions as to any and all Collateral. Such Grantor further agrees to take any other action reasonably requested by the Purchaser Agent to insure the attachment, perfection and, first priority of, and the ability of the Purchaser Agent to enforce, the 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 UCC, to the extent, if any, that such Grantor’s signature thereon is required therefor; (b) causing the PurchaserAgent’s name to be noted as secured 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 Purchaser Agent to enforce, the 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 Purchaser Agent to enforce, the 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 Agent; (f) providing to the Purchaser 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 Purchaser Secured Parties that perfection by filing a financing statement; and (fg) taking all actions required by the UCC or by other law, as applicable in any relevant UCC jurisdiction, or by other law as applicable in any foreign jurisdiction; provided, however, that nothing contained in clause paragraphs (d) or (e) shall require such Grantor to pay any consideration (other than any governmental application, processing, filing or recording fees) in order to obtain any consent or waiver referred to in such clausesparagraphs.

Other Actions as to any and all Collateral. Such Grantor further agrees to take any other action reasonably requested by the Purchaser Agent to insure the attachment, perfection and, and first priority (subject to Permitted Liens) of, and the ability of the Purchaser Agent to enforce, the 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 UCC, to the extent, if any, that such Grantor’s signature thereon is required therefor; (b) causing the PurchaserAgent’s name to be noted as secured 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 Purchaser Agent to enforce, the 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 Purchaser Agent to enforce, the 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 Agent, 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 Purchaser 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 Purchaser Secured Creditors that perfection by filing a financing statement; and (fg) taking all actions required by the UCC or by other law, as applicable in any relevant UCC jurisdiction, or by other law as applicable in any foreign jurisdiction; provided, howeverthat (i) no actions in respect of Intellectual Property shall be required to be taken outside the United States, that nothing contained in clause Germany, France, Italy, Spain or the United Kingdom, and (dii) no further actions, undertakings or (e) representations with respect to Intellectual Property shall require such Grantor to pay any consideration (be required other than any governmental application, processing, filing or recording fees) those set forth in order the Forms of Intellectual Property Security Agreements attached to obtain any consent or waiver referred to in such clausesthis Security Agreement.

Other Actions as to any and all Collateral. Such Grantor The Company further agrees to take any other action reasonably requested by the Purchaser Lenders while an Event of Default exists to insure the attachment, perfection and, and first priority of, and the ability of the Purchaser Lenders to enforce, the Security Interest Lenders’ security interest in any and all of the Collateral provided by such Grantor including, without limitation, (a1) executing, delivering and, where appropriate, filing financing statements Financing Statements and amendments relating thereto under the UCCUniform Commercial Code, to the extent, if any, that such Grantorthe Company’s signature thereon is required therefor; , (b2) causing the Purchaser’s Lenders’ name to be noted as secured 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 Purchaser Lenders to enforce, the Security Interest Lenders’ security interest in such Collateral; , (c3) complying with any provision of any statute, regulation or treaty of the United States of America as or any foreign jurisdiction to any Collateral if compliance with such provision is a condition to the attachment, perfection or priority ofof (or comparable concepts under the laws of the United States or any foreign jurisdiction), or the ability of the Purchaser Lenders to enforce, the Security Interest Lenders’ 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-third party consents and approvals, including without limitation any consent of any licensor, lessor or other person obligated on such Collateral; , (e6) providing obtaining waivers from mortgagees and landlords in form and substance satisfactory to the Purchaser “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; Lenders and (f7) taking all actions required by any earlier versions of the UCC Uniform Commercial Code or by other law, as applicable in any relevant UCC Uniform Commercial Code jurisdiction, or by other law as applicable in any foreign jurisdiction; provided, however, that nothing contained in clause (d) or (e) shall require such Grantor to pay any 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. Such Each Grantor further agrees to take any other action reasonably requested by the Purchaser LenderLenders to insure ensure the attachment, perfection and, first and priority of, and the ability of the Purchaser LenderLenders to enforce, the Security Interest security interest of the LenderLenders, for itstheir own benefit and as agent for itstheir affiliates, in any and all of the Collateral provided by such Grantor including, without limitation, including (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC, to the extent, if any, that such Grantor’s signature thereon is required therefor; (b) causing the PurchaserLender’s name nameLenders’ names to be noted as secured 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 Purchaser LenderLenders to enforce, the Security Interest 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 the attachment, perfection or priority of, or the ability of the Purchaser LenderLenders to enforce, the Security Interest security interest of the LenderLenders, for itstheir own benefit and as agent for itstheir affiliates, in such Collateral; , (dc) obtaining governmental and other third-third party consents and approvals, including without limitation any consent of any licensor, lessor or other person Person obligated on such Collateral; , (ed) providing obtaining waivers from mortgagees and landlords in form and substance satisfactory to the Purchaser “control” over such CollateralLenderLenders, 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) e)I taking all actions required by the UCC in effect from time to time or by any other law, as law applicable in any relevant UCC jurisdiction, 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; provided, however, that nothing contained in clause (d) or (e) shall require such Grantor Persons not a party to pay any consideration (other than any governmental application, processing, filing or recording fees) in order to obtain any consent or waiver referred to in such clausesthis Agreement concerning disputes arising over the Collateral.

Other Actions as to any and all Collateral. Such Grantor Borrower further agrees agrees, upon request of the Lender and at the Lender’s option, to take any and all other action reasonably requested by as the Purchaser Lender may determine to insure be necessary or useful for the attachment, perfection and, and first priority of, and the ability of the Purchaser Lender to enforce, the Security Interest Lender’s security interest in any and all of the Collateral provided by such Grantor Collateral, including, without limitation, limitation (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCCCode, to the extent, if any, that such Grantorany of Borrower’s signature thereon is required therefor; , (b) causing the PurchaserLender’s name to be noted as secured 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 Purchaser Lender to enforce, the Security Interest Lender’s 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 Purchaser Lender to enforce, the Security Interest Lender’s security interest in such Collateral; , (d) obtaining governmental and other third-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 Person obligated on such the Collateral; , (e) providing obtaining waivers from mortgagees and landlords in form and substance satisfactory to the Purchaser “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; Lender and (f) taking all actions required by under any earlier versions of the UCC Code or by under any other law, as reasonably determined by the Lender to be applicable in any relevant UCC Uniform Commercial Code or other jurisdiction, or by other law as applicable in including any foreign jurisdiction; provided, however, that nothing contained in clause (d) or (e) shall require such Grantor to pay any 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. Such Grantor The Grantors further agrees agree to take any other action reasonably requested by the Purchaser Purchasers to insure the attachment, perfection and, and first priority (subject to Permitted Liens) of, and the ability of the Purchaser Purchasers to enforce, the Security Interest Purchasers’ 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 UCCUniform Commercial Code, to the extent, if any, that such any Grantor’s signature thereon is required therefor; , (b) causing the Purchaser’s name Purchasers’ names to be noted as secured party 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 Purchaser Purchasers to enforce, the Security Interest Purchasers’ 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 Purchaser Purchasers to enforce, the Security Interest Purchasers’ 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) providing utilizing commercially reasonable efforts (including, but not limited to, the payment of a reasonable fee to the Purchaser “control” over such Collateral, applicable landlord) to obtain waivers from landlords in form and substance satisfactory 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 Purchasers, (f) taking all actions required by any earlier versions of the UCC Uniform Commercial Code or by other law, as applicable in any relevant UCC Uniform Commercial Code jurisdiction, or by other law as applicable in any foreign jurisdiction; provided, however, that nothing contained and (g) delivery to the Purchasers of stock certificates (and stock powers duly executed in clause (dblank in favor of the Purchasers) or (e) shall require such Grantor to pay any consideration (other than any governmental application, processing, filing or recording fees) in order to obtain any consent or waiver referred to in such clauses.covering all of the capital stock described on Schedule A.