Common use of Perfection and Protection of Security Interest Clause in Contracts

Perfection and Protection of Security Interest. (a) Each of the Grantors shall, at their own expense, perform all steps reasonably requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent's Liens, including: (i) executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) placing notations on such Grantor's books of account to disclose the Agent's security interest; and (iii) taking such other steps as are reasonably deemed necessary or desirable to maintain and protect the Agent's Liens; provided that on the anniversary of the Closing Date and within 30 days after the Agent's request therefor, the Company shall furnish the Agent an Opinion of Counsel pursuant to Section 17.4 of the Indenture, whether or not such Opinion of Counsel is required by the TIA. Each Grantor agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement. (b) Each Grantor hereby irrevocably authorizes the Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (i) accurately describe the Collateral and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor. Each Grantor agrees to furnish any such information to the Agent promptly upon request. Each Grantor also ratifies its authorization for the Agent to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof. (c) From time to time, each Grantor shall, upon the Agent's reasonable request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral, but any Grantor's failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to any Grantor. Subject to Section 20(f), so long as the Indenture is in effect and until all Obligations have been fully satisfied, the Agent's Liens shall continue in full force and effect in all Collateral.

Perfection and Protection of Security Interest. (a) Each Subject to the continuing requirements of the Intercreditor Agreement, the Grantors shall, at their own the Company’s expense, perform all steps required or otherwise reasonably requested by the Agent Trustee at any time to perfect, maintain, protect, and enforce the Agent's LiensTrustee’s Note Liens on the Collateral during any Secured Period, including, without limitation: (i) executing executing, delivering and/or filing and recording of the Mortgages and authorizing the filing of financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) placing notations on such Grantor's books of account Trustee, or documents to disclose the Agent's security interestsimilar effect under any applicable foreign law; and (iiiii) taking such other steps as are reasonably deemed necessary or desirable by the Trustee to maintain and protect the Agent's Trustee’s Note Liens; provided that on the anniversary of the Closing Date and within 30 days after the Agent's request therefor, the Company shall furnish the Agent an Opinion of Counsel pursuant to Section 17.4 of the Indenture, whether or not such Opinion of Counsel is required by the TIA. Each Grantor agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement. (b) Each Grantor Subject to the Intercreditor Agreement, the Grantors hereby irrevocably authorizes authorize the Agent Trustee and its agents at any time and from time to time during any Secured Period to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (ia) accurately describe the Collateral and (iib) contain any other information required by part 5 of Article 9 of the UCC of the State of New York for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such each Grantor is an organization, the type of organization and any organization identification number issued to such Grantor, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Grantor agrees to furnish any such information reasonably requested by the Trustee to the Agent promptly upon request. Each Grantor also ratifies its authorization for the Agent to have filed Trustee promptly, but in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to event within ten (10) days, after written request therefor from the date hereofTrustee. (c) From time to timetime during any Secured Period, each Grantor shall, upon the Agent's Trustee’s reasonable request, execute and deliver confirmatory written instruments pledging to the AgentTrustee, for the ratable benefit of the Agent and the LendersSecured Parties, the Collateral, but any Grantor's ’s failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender Secured Parties in and to the Collateral with respect to any such Grantor. Subject to Section 20(f), so So long as the Indenture is in effect and until all Obligations have been fully satisfied, the Agent's Trustee’s Note Liens shall continue in full force and effect on all Collateral except as provided in the Indenture and the Intercreditor Agreement. (d) Without limiting the prohibitions on mergers involving the Grantors contained in the Indenture, no Grantor shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its name or type of entity as identified on Schedule 1, unless it gives the Trustee at least thirty (30) days’ prior written notice thereof and, during any Secured Period, executes any and all financing statements and other documents that the Trustee reasonably requests in connection therewith. (e) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement during any First Priority Period with respect to any financing statement relating to the Collateral without the prior written consent of the Trustee and agrees that it will not do so without the prior written consent of the Trustee, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC and subject in all Collateralcases to the provisions of the Intercreditor Agreement. (f) Each Grantor shall preserve and protect any security interest and priority created by this Agreement and the Indenture Documents (in each case to the extent provided in the Intercreditor Agreement) and shall defend such security interest and priority, if any, against the claims and demands of all Persons whomsoever other than Permitted Liens.

Perfection and Protection of Security Interest. (a) Each of the Grantors Obligor shall, as applicable, at their own such Obligor’s expense, perform all steps reasonably requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent's ’s Liens, including: upon an Event of Default, delivering to the Agent (i1) executing and filing financing or continuation statementsthe originals of all instruments, documents, and amendments thereofchattel paper, and all other Collateral of which the Agent reasonably determines it should have physical possession in form and substance reasonably satisfactory order to the Agent; (ii) placing notations on such Grantor's books of account to disclose the Agent's security interest; and (iii) taking such other steps as are reasonably deemed necessary or desirable to maintain perfect and protect the Agent's Liens; provided that on ’s security interest therein, duly pledged, endorsed, or assigned to the anniversary Agent without restriction, (2) warehouse receipts covering any portion of the Closing Date Collateral located in warehouses and within 30 days after the Agent's request thereforfor which warehouse receipts are issued, the Company shall furnish the Agent an Opinion (3) certificates of Counsel pursuant to Section 17.4 title (excluding deeds for Real Estate) covering any portion of the IndentureCollateral for which certificates of title have been issued and (4) all letters of credit on which such Obligor is named beneficiary. Notwithstanding anything to the contrary contained herein, whether no Obligor shall be required to obtain, maintain or not such Opinion provide any (x) mortgage or deed of Counsel is required by the TIA. Each Grantor agrees that a carbontrust (except as set forth in Section 6.3 below), photographictitle insurance commitment or policy or survey, photostaticin each case, in respect of any Property or (y) lockbox agreement, deposit account control agreement (or similar agreement), or other reproduction securities account control agreement (or similar agreement), in each case, in respect of this Security Agreement or of a financing statement is sufficient as a financing statementany Collateral. (b) Each Grantor hereby irrevocably authorizes To the extent permitted by any Legal Requirement, the Agent at may file, without any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial Obligor’s signature, one or more financing statements disclosing the Agent’s Liens on the Collateral; provided that the Agent will not file any financing statement against any Obligor if such filing would require the payment of any documentary, intangibles or similar fees or taxes (other than customary filing charges per page and amendments thereto that nominal fees and taxes) except filings reasonably necessary to perfect the Agent’s Liens with respect to (i) accurately describe any Obligor organized as of the Collateral and date hereof in a jurisdiction where the filing of financing statements would not require the payment of such fees or taxes, if such Obligor reorganizes in another jurisdiction or (ii) contain any other information required by part 5 of Article 9 of assets over which the UCC for the sufficiency Agent’s Liens are or filing office acceptance of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor. Each Grantor agrees to furnish any such information have been perfected pursuant to the Agent promptly upon request. Each Grantor also ratifies its authorization for the Agent terms hereof, if such assets are transferred by any Obligor to have filed an Obligor organized in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereofanother jurisdiction. (c) From time to timeTo the extent any Obligor is or becomes the issuer of any Investment Property that is Collateral (in such capacity, an “Issuer”), each Grantor shallObligor agrees as follows with respect to such Investment Property, upon but subject to the Agent's reasonable requestterms of any documents or agreements entered into prior to the Closing Date creating or evidencing any Pre-Petition Lien with respect to such Investment Property: (i) All such Investment Property issued by such Issuer, execute all warrants, and deliver confirmatory written instruments pledging all non-cash dividends and other non-cash distributions in respect thereof at any time registered in the name of, or otherwise deliverable to, any Obligor, shall be delivered directly to the Agent, for the ratable benefit account of such Obligor, at the Agent Agent’s address for notices set forth in Section 15.7. (ii) All cash dividends, cash distributions, and other cash or cash equivalents in respect of such Investment Property at any time payable or deliverable to any Obligor shall be deposited into the Lenders, the Collateral, but Cash Collateral Account. (iii) Such Issuer will not acknowledge any Grantor's failure transfer or encumbrance in respect of such Investment Property to do so shall not affect or limit in favor of any security interest or any Person other rights of than the Agent or any Lender a Person designated by the Agent in and to the Collateral with respect to any Grantor. Subject to Section 20(f), so long as the Indenture is in effect and until all Obligations have been fully satisfied, the Agent's Liens shall continue in full force and effect in all Collateralwriting.

Perfection and Protection of Security Interest. (a) Each of the Grantors shall, at their own expense, perform all steps reasonably requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent's Liens, including: (i) executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) placing notations on such Grantor's books of account to disclose the Agent's security interest; and (iii) taking such other steps as are reasonably deemed necessary or desirable by the Agent to maintain and protect the Agent's Liens, provided that no Guarantor shall be required to deliver to the Agent possession of any Instrument comprising an item of Collateral; provided further that on the anniversary of the Closing Date and within 30 days after the Agent's request thereforApril 30 in each year beginning with April 30, 2005, the Company shall furnish the Agent an Opinion of Counsel pursuant to Section 17.4 10.02(b)(ii) of the Indenture, whether or not such Opinion of Counsel is required by the TIA. Each Grantor agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement. (b) Each Grantor hereby irrevocably authorizes the Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (ia) accurately describe the Collateral and (iib) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor. Each Grantor agrees to furnish any such information to the Agent promptly upon request. Each Grantor also ratifies its authorization for the Agent to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof. (c) From time to time, each Grantor shall, upon the Agent's reasonable request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral, but any Grantor's failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to any Grantor. Subject to Section 20(f), so So long as the Indenture is in effect and until all Obligations have been fully satisfied, the Agent's Liens shall continue in full force and effect in all CollateralCollateral except for such Collateral as is disposed of in accordance with the Indenture.

Perfection and Protection of Security Interest. (a) Each of the Grantors Borrower shall, at their own its expense, perform take all steps reasonably actions requested by the Agent Lender at any time to perfect, maintain, protect, protect and enforce Lender's security interest and other rights in the Agent's LiensCollateral and the priority thereof from time to time, including: , without limitation, (i) executing and filing financing or continuation statements, statements and amendments thereofthereof and executing and delivering such documents and titles in connection with motor vehicles as Lender shall require, all in form and substance reasonably satisfactory to the Agent; Lender, (ii) maintaining a perpetual inventory and complete and accurate stock records, (iii) delivering to Lender warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, and transferring Inventory to warehouses designated by Lender, (iv) placing notations on such GrantorBorrower's books of account to disclose the AgentLender's security interest; interest therein and (iiiv) taking such other steps as are reasonably deemed necessary delivering to Lender all letters of credit on which Borrower is named beneficiary. Lender may file, without Borrower's signature, one or desirable to maintain and protect the Agentmore financing statements disclosing Lender's Liens; provided that on the anniversary of the Closing Date and within 30 days after the Agent's request therefor, the Company shall furnish the Agent an Opinion of Counsel pursuant to Section 17.4 of the Indenture, whether or not such Opinion of Counsel is required by the TIAsecurity interest under this Agreement. Each Grantor Borrower agrees that a carbon, photographic, photostatic, photostatic or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement. (b) Each Grantor hereby irrevocably authorizes the Agent . If any Collateral is at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (i) accurately describe the Collateral and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency possession or filing office acceptance control of any financing statement warehouseman, bailee or amendmentany of Borrower's agents or processors, including whether Borrower shall notify such Grantor is an organizationPerson of Lender's security interest in such Collateral and, the type of organization and any organization identification number issued upon Lender's request, instruct them to hold all such GrantorCollateral for Lender's account subject to Lender's instructions. Each Grantor agrees to furnish any such information to the Agent promptly upon request. Each Grantor also ratifies its authorization for the Agent to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof. (c) From time to time, each Grantor Borrower shall, upon the AgentLender's reasonable request, execute and deliver confirmatory written instruments pledging the Collateral to the Agent, for the ratable benefit of the Agent and the Lenders, the CollateralLender, but any GrantorBorrower's failure to do so shall not affect or limit any Lender's security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to any GrantorCollateral. Subject to Section 20(f), so long as Until the Indenture is in effect and until all Obligations have been fully satisfiedsatisfied and Lender's obligation to make further advances hereunder has terminated, Lender's security interest in the Agent's Liens Collateral shall continue in full force and effect in all Collateraleffect.

Perfection and Protection of Security Interest. (a) Each of The Debtors hereby irrevocably authorize the Grantors shallCollateral Agent or its designees, at their own expense, perform all steps reasonably requested by the Agent at any time and from time to perfecttime, maintainto file such UCC financing statements, protect, and enforce the Agent's Liens, including: (i) executing and filing financing or continuation statements, amendment statements and such other documents as the Collateral Agent may deem necessary to protect, perfect or continue or maintain perfection of, the Security Interest in the Collateral, and appoint the Collateral Agent as each of the Debtor’s attorney-in-fact, with a power of attorney to file on the Debtors’ behalf such UCC financing statement forms, continuation statements, amendment statements and execute other similar instruments as the Collateral Agent may from time to time deem necessary to protect or perfect such Security Interest in the Collateral, and such financing statements and amendments thereofmay describe the Collateral covered thereby as “all assets” or “all assets of the Debtor” or words of similar import. Such power of attorney is coupled with an interest and shall be irrevocable prior to the termination of this Agreement in accordance with Section 21 hereof. The Debtors shall execute and deliver to the Collateral Agent for recordation and filing in the United States Patent and Trademark Office or any appropriate Internet domain name registrar any appropriate patent or trademark security document or assignment of domain names, as applicable, in form and substance reasonably satisfactory to the Collateral Agent as the Collateral Agent may deem necessary to protect, perfect or continue or maintain perfection of, the Security Interest in the Intellectual Property. In addition, the Debtors agree at the sole cost and expense of the Debtors to make, execute, furnish, deliver or cause to be done, furnished, executed and delivered all such further acts, information, documents and things as required hereunder or as the Collateral Agent may reasonably require for the purpose of perfecting or protecting the Security Interest in any Collateral, all promptly upon written request therefor. Each Debtor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement filed with respect to the Security Interest in any Collateral without the prior written consent of the Collateral Agent; (ii) placing notations on such Grantor's books of account to disclose the Agent's security interest; and (iii) taking such other steps as are reasonably deemed necessary or desirable to maintain and protect the Agent's Liens; , provided that on such prior written consent shall only be given if approved by the anniversary Required Holders (as defined in the Purchase Agreement), subject to such Debtor’s rights under Section 9-509(d)(2) of the Closing Date and within 30 days after the Agent's request therefor, the Company shall furnish the Agent an Opinion of Counsel pursuant to Section 17.4 of the Indenture, whether or not such Opinion of Counsel is required by the TIA. Each Grantor agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statementUCC. (b) Each Grantor Debtor hereby irrevocably authorizes appoints the Agent at any time Collateral Agent, and from time to time to file the Collateral Agent’s designee(s), as each of the Debtor’s attorney-in-fact following and during the continuance of an Event of Default (as defined in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements the Notes and amendments thereto that as used herein, an “Event of Default”) (i) accurately describe to execute and deliver notices of lien, financing statements, assignments, and any other documents, instruments, notices, and agreements necessary for the establishment, attachment, perfection or protection of any security interest, pledge, lien, charge, mortgage or other encumbrance of the Collateral and Agent in any Collateral, (ii) contain to endorse the name of each Debtor on any checks, notes, drafts or other information required by part 5 forms of Article 9 payment or security consisting of Collateral that may come into the possession of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor. Each Grantor agrees to furnish any such information to the Agent promptly upon request. Each Grantor also ratifies its authorization for the Agent to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof. (c) From time to time, each Grantor shall, upon the Agent's reasonable request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral, but any Grantor's failure to do so shall not affect or limit any security interest or any other rights of the Collateral Agent or any Lender in and to Affiliate of the Collateral Agent, (iii) to sign each Debtor’s name on invoices or bills of lading, drafts against customers, notices of assignment, verifications and schedules relating to Collateral, (iv) (A) to notify post office authorities to change the address of delivery of mail to an address designated by the Collateral Agent, and (B) to open and dispose of mail addressed to each Debtor, and (v) generally, to do all things necessary to carry out the purposes and intent of this Agreement. The powers granted herein, being coupled with respect to an interest, are irrevocable, and each Debtor approves and ratifies all acts of the attorney(s)-in-fact consistent with the foregoing. Neither the Collateral Agent nor any Grantor. Subject to Section 20(f)attorney(s)-in-fact shall be liable for any act or omission, error in judgment or mistake of law so long as the Indenture is same does not constitute gross negligence or willful misconduct of the Collateral Agent, as determined in effect and until all Obligations have been fully satisfieda final, the Agent's Liens shall continue in full force and effect in all Collateralnon-appealable judgment of a court of competent jurisdiction.

Perfection and Protection of Security Interest. (a) Each of the Grantors Borrower shall, at their own its expense, perform take all steps actions reasonably requested by the Agent DLL at any time to perfect, maintain, protect, protect and enforce DLL's security interest and other rights in the Agent's LiensCollateral and the priority thereof from time to time, including: , without limitation, (i) executing and filing financing or continuation statements, statements and continuations and amendments thereof, all in form and substance reasonably satisfactory to the Agent; DLL, (ii) placing notations on such Grantor's books of account to disclose the Agent's security interest; maintaining a perpetual inventory and complete and accurate inventory stock records, (iii) delivering to DLL warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, and transferring Inventory to warehouses designated by DLL, (iv) delivering to DLL any and all other Documents covering any portion of the Collateral; (iv) [RESERVED], and (v) upon the request of DLL, taking all actions necessary to give DLL “control” of any and all Deposit Accounts, Electronic Chattel Paper, Investment Property and/or Letter-of-Credit Rights as defined and provided for in Sections 9-104, 9-105, 9-106 and 9-107 of the Code respectively. Borrower represents and covenants that as of the date hereof, Borrower has no Commercial Tort Claims, and covenants and agrees that if Borrower shall at any time hereafter acquire any Commercial Tort Claims, Borrower, promptly and in any event within five (5) days of the filing of any complaint by Borrower with respect to any such Commercial Tort Claim or Borrower otherwise becoming aware that such a Commercial Tort Claim has arisen or been acquired, Borrower shall given written notice to DLL of the filing of such complaint and/or acquisition of such Commercial Tort Claim, which notice shall include a reasonably detailed description of such Commercial Tort Claim. Borrower shall provide any other steps as are information reasonably deemed necessary requested by DLL from time to time regarding any such Commercial Tort Claim and shall from time to time execute and deliver to DLL any security agreements or desirable other documents requested by DLL in order to maintain create, perfect, preserve and protect a security interest in favor of DLL in each such Commercial Tort Claim. Borrower hereby authorizes DLL to file, without Borrower's signature to the Agentextent permitted by the Code and/or any other applicable law, one or more financing statements in such jurisdictions as DLL shall elect in its Permitted Discretion naming Borrower as the “debtor” and DLL as the “secured party” and indicating as the collateral covered thereby a description of the Collateral, which such description of the Collateral may consist of the words “all assets” or “all personal property” of Borrower, and Borrower further authorizes DLL to file, without Borrower's Liens; provided signature to the extent permitted by the Code and/or any other applicable law, any and all amendments to and continuations of such financing statements as DLL shall elect in its Permitted Discretion. Subject to any applicable provisions of the MRA Intercreditor Agreement, Borrower acknowledges and agrees that on DLL will and is hereby authorized to send notices pursuant to Section 9-324(b) of the anniversary of Code to any and all persons holding security interest that were created prior to the Closing Date and within 30 days after to any and all persons who have filed UCC-1 financing statements naming Borrower as the Agent's request therefor, “debtor” prior to the Company shall furnish Closing Date stating that DLL will be acquiring and expects to acquire a purchase-money security interest in the Agent an Opinion of Counsel pursuant to Section 17.4 Floorplanned Inventory and giving a description of the Indenture, whether or not such Opinion of Counsel Floorplanned Inventory. If any Collateral is required by the TIA. Each Grantor agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement. (b) Each Grantor hereby irrevocably authorizes the Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (i) accurately describe the Collateral and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency possession or filing office acceptance control of any financing statement warehouseman, bailee or amendmentany of Borrower's agents or processors, including whether Borrower shall notify such Grantor is an organizationPerson of DLL's security interest in such Collateral and, the type upon DLL's request, instruct them to hold all such Collateral for DLL's account subject to DLL's instructions and/or obtain a waiver from such Person of organization and any organization identification number issued that Person’s rights to such Grantor. Each Grantor agrees to furnish any such information Collateral to the Agent promptly upon requestextent DLL shall require in its Permitted Discretion. Each Grantor also ratifies its authorization for the Agent to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof. (c) From time to time, each Grantor Borrower shall, upon the AgentDLL's reasonable request, execute and deliver confirmatory written instruments pledging the Collateral to the Agent, for the ratable benefit of the Agent and the Lenders, the CollateralDLL, but any GrantorBorrower's failure to do so shall not affect or limit any DLL's security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to any GrantorCollateral. Subject to Section 20(f), so long as Until the Indenture is in effect and until all Obligations have been fully satisfiedsatisfied and DLL's obligation to make further advances hereunder has terminated, DLL's security interest in the Agent's Liens Collateral shall continue in full force and effect in all Collateraleffect.

Perfection and Protection of Security Interest. (a) Each of the Grantors shall, at their own expense, perform all steps reasonably requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent's ’s Liens, including: (i) executing, delivering and/or filing and recording of the Mortgages and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering any portion of the collateral for which certificates of title have been issued; (iii) when an Event of Default has occurred and is continuing, transferring Inventory to warehouses or other locations designated by the Agent; (iv) placing notations on such Grantor's ’s books of account to disclose the Agent's ’s security interest; and (iiiv) taking such other steps as are reasonably deemed necessary or desirable by the Agent to maintain and protect the Agent's ’s Liens; provided that on the anniversary of the Closing Date and within 30 15 days after the Agent's ’s request therefor, the Company shall furnish the Agent an Opinion of Counsel pursuant to Section 17.4 11.04 of the Indenture, whether or not such Opinion of Counsel is required by the TIA. Each Grantor agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement. (b) Unless Agent shall otherwise consent in writing (which consent may be revoked), each Grantor shall deliver to Agent all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock papers executed in blank), Chattel Paper and Instruments promptly after such Grantor receives the same. (c) If required by the terms of hereof and not waived by Agent in writing (which waiver may be revoked), each Grantor shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities to or for such Grantor. (d) If any Grantor is or becomes the beneficiary of a letter of credit such Grantor shall promptly notify Agent thereof and enter into a tri–party agreement with Agent (or an agent or bailee of Agent) and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to Agent. (e) Each Grantor shall take all steps necessary to grant the Agent (or an agent or bailee of Agent) control of all electronic chattel paper in accordance with the Code and all “transferable records” as defined in the Uniform Electronic Transactions Act. (f) Each Grantor hereby irrevocably authorizes the Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) accurately describe as all assets of such Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the State of New York or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (iib) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Grantor agrees to furnish any such information to the Agent promptly upon request. Each Grantor also ratifies its authorization for the Agent to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof. (cg) Each Grantor shall promptly notify Agent of any commercial tort claim (as defined in the UCC) acquired by it and unless otherwise consented by Agent, each Grantor shall enter into a supplement to this Security Agreement, granting to Agent a Lien in such commercial tort claim. (h) From time to time, each Grantor shall, upon the Agent's reasonable ’s request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral, but any Grantor's ’s failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to any Grantor. Subject to Section 20(f), so So long as the Indenture is in effect and until all Obligations have been fully satisfied, the Agent's ’s Liens shall continue in full force and effect in all CollateralCollateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).

Perfection and Protection of Security Interest. (a) Each of the Grantors The Grantor shall, at their its own expense, perform all steps reasonably requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent's ’s Liens, including: (i) executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent, including filing each of the Patent Agreement and the Trademark Agreement with the United States Patent and Trademark Office substantially in the form of Exhibits A and B attached hereto; (ii) placing notations on such the Grantor's ’s books of account to disclose the Agent's ’s security interest; and (iii) taking such other steps as are reasonably deemed necessary or desirable to maintain and protect the Agent's ’s Liens; provided that on . Notwithstanding the anniversary of foregoing, the Closing Date Grantor shall not be required to take any action to perfect the Agent’s Lien (A) other than (1) filing a financing statement, if and to the extent such Lien can be perfected by such filing, and (2) using commercially reasonable efforts to deliver to the Agent, within 30 days after the Agent's any written request therefor, original share certificates for the capital stock of any Subsidiary of a Grantor to the extent such capital stock constitutes Collateral, together with appropriate stock powers, duly endorsed in blank, or (B) with respect to Excluded Collateral. Within ninety (90) days after the end of each calendar year, the Company shall furnish the Agent an Opinion of Counsel pursuant to Section 17.4 of the Indenture, whether or not if and to the extent such Opinion of Counsel is required by the TIA. Each The Grantor agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement. (b) Each The Grantor hereby irrevocably authorizes the Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction where filing is necessary to perfect the Agent’s Lien any initial financing statements and amendments thereto that (i) accurately describe the Collateral and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including whether such the Grantor is an organization, the type of organization and any organization identification number issued to such the Grantor. Each The Grantor agrees to furnish any such information to the Agent promptly upon request. Each The Grantor also ratifies its authorization for the Agent to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof. (c) From time to time, each Grantor shall, upon the Agent's reasonable request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral, but any Grantor's failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to any Grantor. Subject to Section 20(f), so long as the Indenture is in effect and until all Obligations have been fully satisfied, the Agent's ’s Liens shall continue in full force and effect in all Collateral. (d) The Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement filed to perfect the Agent’s Lien without the prior written consent of the Agent and agrees that it will not do so without the prior written consent of the Agent, subject to the Grantor’s rights under Section 9-509(d)(2) of the UCC.

Perfection and Protection of Security Interest. (a) Each Except as explicitly set forth herein or in the Credit Agreement and subject to the limitations set forth in the definition of the Grantors Collateral and Guarantee Requirement, each Grantor, shall, at their own its expense, perform all steps reasonably requested in writing by the Collateral Agent at any time to perfect, maintain, protect, and enforce maintain or protect the Collateral Agent's ’s Liens, including, without limiting any express threshold requirement set forth in this Section (a), below which threshold the action subject thereto shall not be required hereunder: (i) executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Collateral Agent; (ii) executing, delivering and/or filing and recording in all appropriate offices in the United States and/ or Canada, the Intellectual Property Security Agreement (or similar document in a form reasonably acceptable to the Collateral Agent and the Borrower, governed by the laws of the United States and/or Canada, as applicable, in which such Grantor is incorporated or organized); (iii) when an Event of Default has occurred and is continuing and to the extent reasonably requested in writing by the Collateral Agent, placing notations on such Grantor's ’s books of account to disclose the Collateral Agent's security interest’s Liens; and (iiiiv) with respect to any Deposit Account, Securities Account or Commodity Accounts, the delivery of Control Agreements (to the extent required pursuant to Section 3(e)); (v) [reserved]; (vi) in the case of Chattel Paper with a value in excess of $500,000, the execution of a contractual obligation assigning control to the Collateral Agent over such Chattel Paper; (vii) taking such other steps as are deemed reasonably deemed necessary or desirable by the Collateral Agent to maintain and protect the Collateral Agent's Liens’s Liens having at least the priority described in Section 4; provided that on (viii) if any Pledged Debt (other than any intercompany Debt) for borrowed money in a principal amount in excess of $1,000,000 (individually) is owing to any Grantor and such Pledged Debt is evidenced by a promissory note, deliver such promissory note, together with undated instruments of transfer with respect thereto endorsed in blank, to the anniversary Collateral Agent, all in form and substance reasonably satisfactory to the Collateral Agent, (ix) with respect to intercompany Debt, all Debt of the Closing Date Borrower and/or its Subsidiaries that is owing to any Grantor (or Person required to become an Grantor) shall be evidenced by the Subordinated Intercompany Note, and, the Collateral Agent shall have received such Subordinated Intercompany Note duly executed by the Borrower, each such Subsidiary and within 30 days each such other Grantor, together with undated instruments of transfer with respect thereto endorsed in blank, and (x) deliver and pledge to the Collateral Agent for the benefit of the Secured Parties certificates representing Pledged Stock (all of which Stock is hereby required to be certificated) issued to any Grantor by each Subsidiary of such Grantor and all other Pledged Stock (to the extent such Stock is certificated), together with customary blank stock or unit transfer powers and irrevocable powers duly executed in blank. All Stock issued by a Grantor (other than Holdings) shall, at all times from and after the Agent's request thereforClosing Date, be certificated and be accompanied by customary blank stock or unit transfer powers and irrevocable powers duly executed in blank. For the Company avoidance of doubt, notwithstanding any other provisions set forth herein, (i) the Grantors shall furnish not be required to file or record the Agent an Opinion of Counsel pursuant to Section 17.4 of the Indenture, whether or not such Opinion of Counsel is required by the TIA. Each Grantor agrees that a carbon, photographic, photostatic, or other reproduction of this Intellectual Property Security Agreement or any other agreement or filing related to the Grantors’ Intellectual Property outside the United States or Canada, and (ii) the Stock of a financing statement is sufficient as a financing statementHoldings shall not be required to be pledged hereunder or under any of the other Loan Documents. (b) Unless the Collateral Agent (with the consent or at the direction of the Required Lenders) shall otherwise consent in writing (which consent may be revoked at any time and from time to time), subject to the ABL Intercreditor Agreement, each Grantor shall deliver to the Collateral Agent (or its bailee under the ABL Intercreditor Agreement) all Collateral consisting of Instruments, in each case, with an individual principal amount in excess of $1,000,000, accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Collateral Agent, and each Grantor shall deliver to the Collateral Agent (or its bailee under the ABL Intercreditor Agreement) all certificated securities constituting Collateral issued to such Grantor by each Subsidiary of such Grantor and all other certificated securities constituting Collateral issued to Grantors (accompanied by stock powers executed in blank), in each case promptly (and in any event within thirty (30) days, or such longer period as the Collateral Agent (with the consent or at the direction of the Required Lenders) may agree) after such Grantor receives the same. (c) Each Grantor hereby irrevocably authorizes the Collateral Agent or its designee at any time and from time to time to file in any UCC or other applicable filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) accurately describe in the case of a Grantor only, as all assets of such Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the State of New York or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (iib) contain any other information required by part 5 of Article 9 of the UCC of the State of New York or such jurisdiction for the sufficiency or filing office acceptance of any financing statement or amendment, including where applicable (i) whether such Grantor is an organization, organization or the type of its organization and any organization identification number issued (ii) in the case of financing statements filed as a fixture filing or indicating Collateral as As-extracted collateral or timber to such Grantorbe cut, a sufficient description of real property to which the Collateral relates. Each Grantor agrees to furnish any such information to the Collateral Agent promptly upon written request. Each Grantor also ratifies its authorization for the Agent to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof. (cd) From time to timeEach Grantor shall promptly (and in any event within thirty (30) days of the acquisition thereof, each Grantor shall, upon or such longer period as the Agent's reasonable request, execute and deliver confirmatory written instruments pledging Collateral Agent (with the consent or at the direction of the Required Lenders) may agree) notify the Collateral Agent of any Commercial Tort Claim (to the Agentextent constituting Collateral) involving a claim for damages in excess of $1,000,000, for initiated or acquired by it, and unless otherwise consented by the ratable benefit Collateral Agent (with the consent or at the direction of the Agent and the Required Lenders), the Collateralsuch Grantor shall enter into a supplement to this Agreement within such time period, but any Grantor's failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender in and granting to the Collateral Agent a Lien in such Commercial Tort Claim. (e) Each Grantor shall enter into a Control Agreement with respect to any Grantoreach Deposit Account, Securities Account and Commodity Account required to be subject to a Control Agreement under the Guarantee and Collateral Requirement. Subject to Section 20(f)Notwithstanding the foregoing, so long as the Indenture Credit Agreement or the Guarantee Agreement is in effect and until Full Payment of the Obligations, if any Deposit Account, Securities Account and/ or Commodity Account (other than an Excluded Account) shall not or cease to be subject to a Control Agreement, or such Control Agreement shall terminate or otherwise cease to be in force and effect, all Obligations have been fully satisfiedamounts at such time on deposit in or credited to any such account shall be transferred at the instruction of the Collateral Agent (acting at the direction of the Required Lenders) into a Deposit Account designated by such Collateral Agent that is subject to a Control Agreement. (f) So long as the Credit Agreement or the Guarantee Agreement is in effect and until Full Payment of the Obligations, the Collateral Agent's ’s Liens shall continue in full force and effect in all the Collateral and each Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4; provided that, the Collateral Agent agrees to release its Lien in any Collateral that is sold or disposed of by a Grantor (to a Person that is not a Grantor) as permitted pursuant to the Credit Agreement subject to the satisfaction of any conditions to release (if any) set forth in the Credit Agreement, including the continuance of the Collateral Agent’s Lien in any proceeds of such released Collateral. (g) At least ten (10) days (or such shorter period as the Required Lenders may agree in their sole discretion) prior to such change, each applicable Grantor shall promptly provide written notice to the Collateral Agent of any reincorporation or reorganization under the laws of any jurisdiction or any change of its legal name, location of its chief executive office or principal place of business, its type of entity or jurisdiction of organization. At least ten (10) days (or such shorter period as the Required Lenders may agree in their sole discretion) prior to such change, each applicable Grantor shall, (i) execute and deliver to the Collateral Agent all documents, agreements and instruments reasonably requested in writing by the Collateral Agent in order to maintain the validity, perfection, enforceability and priority of the Collateral Agent’s Lien in all of such Grantor’s Collateral, and (ii) authorize (and does hereby authorize) the Collateral Agent to (x) file all such UCC financing statements and, in the case of a Grantor, notices or other appropriate documents or instruments with the United States Patent and Trademark Office (the “USPTO”) or the United States Copyright Office (the “USCO”) with respect to the applicable Intellectual Property, as applicable (to the extent constituting Collateral), and (y) make such other filings or recordings as are necessary to maintain the validity, perfection, enforceability and priority of the Collateral Agent’s Lien in all such Grantor’s Collateral. (h) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement filed by the Collateral Agent without the prior written consent of the Collateral Agent and agrees that it will not do so without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC. (i) Except to the extent constituting a Supporting Obligation for other Collateral as to which perfection is accomplished by the filing of a UCC financing statement, no Grantor shall be required to take any other action to perfect any Lien granted hereunder in favor of the Collateral Agent in any Letter of Credit Right. (j) Each Grantor agrees that it will (i) cause each issuer of the Pledged Stock pledged by such Grantor not to issue any Stock in substitution for or in addition to the Pledged Stock issued by such issuer, except to such Grantor other than as not prohibited by the Credit Agreement, and (ii) pledge hereunder, upon its issuance or acquisition thereof, any and all additional Stock required to be pledged pursuant to the Credit Agreement and deliver to the Collateral Agent (or its bailee under the ABL Intercreditor Agreement) for the benefit of the Secured Parties promptly (and in any event within thirty (30) days of their issuance or acquisition, or such longer period as the Collateral Agent (with the consent or at the direction of the Required Lenders) may agree) certificates or instruments representing such additional Stock issued to any Grantor by a Subsidiary of such Grantor constituting Collateral and all other certificated securities constituting Collateral issued to Grantors, accompanied by undated stock or bond powers executed in blank. (k) Each Grantor shall (i) not use or permit any Collateral to be used unlawfully or in violation of any provision of any Loan Document, any agreements related thereto, any Requirement of Law or any policy of insurance covering the Collateral, in each case, if such use would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and (ii) not enter into any contractual obligation or undertaking restricting the right or ability of such Grantor or the Collateral Agent to sell, assign, convey or transfer any Collateral if such restriction would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (l) Each Grantor shall take any and all actions required by the Collateral and Guarantee Requirement to perfect the Collateral Agent’s Lien in the Vehicles owned by such Grantor.

Perfection and Protection of Security Interest. (a) Each of the Grantors The Borrower and each Guarantor shall, at their own expense, perform all steps reasonably requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent's Liens, including: (i) executing, delivering and/or filing and recording of the Mortgage(s), the Patent and Trademark Agreements, Pledge Agreements, Subsidiaries' share certificates and stock powers, and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent's security interest therein, duly pledged, endorsed or assigned to the Agent without restriction, including all instruments and chattel paper constituting proceeds of asset dispositions; (iii) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering any portion of the collateral for which certificates of title have been issued; (iv) when an Event of Default exists, transferring Inventory to warehouses or other locations designated by the Agent; (v) placing notations on such Grantorthe Borrower's and the Guarantors' books of account to disclose the Agent's security interest; (vi) delivering to the Agent all letters of credit on which the Borrower or any Guarantor is named beneficiary; and (iiivii) taking such other steps as are reasonably deemed necessary or desirable by the Agent to maintain and protect the Agent's Liens; provided that on . To the anniversary of extent permitted by applicable law, the Closing Date and within 30 days after Agent may file, without the Borrower's or any Guarantor's signature, one or more financing statements disclosing the Agent's request therefor, the Company shall furnish the Agent an Opinion of Counsel pursuant to Section 17.4 of the Indenture, whether or not such Opinion of Counsel is required by the TIALiens. Each Grantor agrees The Borrower and each Guarantor agree that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement. (b) Each Grantor hereby irrevocably authorizes the Agent If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower's or any Guarantor's agents or processors, then the Borrower or the applicable Guarantor shall notify the Agent thereof and from shall, at the request of Agent, notify such Person of the Agent's security interest in such Collateral and instruct such Person to hold all such Collateral for the Agent's account subject to the Agent's instructions. If at any time to time to file any Collateral is located in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (i) accurately describe the Collateral and (ii) contain any other information required by part 5 of Article 9 operating facility of the UCC for Borrower or any Guarantor not owned by the sufficiency Borrower or filing office acceptance the applicable Guarantor, then the Borrower or the applicable Guarantor shall, at the request of any financing statement the Agent, obtain written landlord lien waivers or amendmentsubordinations, including whether such Grantor is an organization, the type of organization in form and any organization identification number issued to such Grantor. Each Grantor agrees to furnish any such information substance reasonably satisfactory to the Agent promptly upon request. Each Grantor also ratifies its authorization for Agent, of all present and future Liens to which the Agent owner or lessor of such premises may be entitled to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to assert against the date hereofCollateral. (c) From time to time, the Borrower and each Grantor Guarantor shall, upon the Agent's reasonable request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral, but any Grantor's the failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to any GrantorCollateral. Subject to Section 20(f), so So long as the Indenture this Agreement is in effect and until all Obligations have been fully satisfied, the Agent's Liens shall continue in full force and effect in all CollateralCollateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).

Perfection and Protection of Security Interest. (a) Each of the Grantors Borrower shall, at their own its expense, perform take all steps reasonably actions requested by the Agent GFC at any time to perfect, maintain, protect, protect and enforce GFC's security interest and other rights in the Agent's LiensCollateral and the priority thereof from time to time, including: , without limitation, (i) executing and filing financing or continuation statements, statements and amendments thereofthereof and executing and delivering such documents and titles in connection with motor vehicles as GFC shall require, all in form and substance reasonably satisfactory to the Agent; GFC, (ii) maintaining a perpetual inventory and complete and accurate stock records, (iii) delivering to GFC warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, and when requested transferring Inventory to warehouses designated by GFC, (iv) placing notations on such GrantorBorrower's books of account to disclose the AgentGFC's security interest; interest therein, and (iiiv) taking such other steps as are reasonably deemed necessary when requested, delivering to GFC all letters of credit on which Borrower is named beneficiary. GFC may file, without Borrower's signature, one or desirable to maintain and protect the Agentmore financing statements disclosing GFC's Liens; provided that on the anniversary of the Closing Date and within 30 days after the Agent's request therefor, the Company shall furnish the Agent an Opinion of Counsel pursuant to Section 17.4 of the Indenture, whether or not such Opinion of Counsel is required by the TIAsecurity interest under this Agreement. Each Grantor Borrower agrees that a carbon, photographic, photostatic, photostatic or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement. (b) Each Grantor hereby irrevocably authorizes the Agent . If any Collateral is at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (i) accurately describe the Collateral and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency possession or filing office acceptance control of any financing statement warehouseman, bailee or amendmentany of Borrower's agents or processors, including whether Borrower shall notify such Grantor is an organizationPerson of GFC's security interest in such Collateral and, the type of organization and any organization identification number issued upon GFC's request, instruct them to hold all such GrantorCollateral for GFC's account subject to GFC's instructions. Each Grantor agrees to furnish any such information to the Agent promptly upon request. Each Grantor also ratifies its authorization for the Agent to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof. (c) From time to time, each Grantor Borrower shall, upon the AgentGFC's reasonable request, execute and deliver confirmatory written instruments pledging the Collateral to the Agent, for the ratable benefit of the Agent and the Lenders, the CollateralGFC, but any GrantorBorrower's failure to do so shall not affect or limit any GFC's security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to any GrantorCollateral. Subject to Section 20(f), so long as Until the Indenture is in effect and until all Obligations have been fully satisfiedsatisfied and GFC's obligation to make further advances hereunder has terminated, GFC's security interest in the Agent's Liens Collateral shall continue in full force and effect in all Collateraleffect.

Perfection and Protection of Security Interest. (a) Each of the Grantors Borrower shall, at their own its expense, perform take all steps reasonably reasonable actions requested by the Agent FINOVA at any time to perfect, maintain, protect, protect and enforce FINOVA's first priority security interest and other rights in the Agent's LiensCollateral and the priority thereof from time to time, including: , without limitation, (i) executing and filing financing or continuation statements, statements and amendments thereofthereof as FINOVA shall require, all in form and substance reasonably satisfactory to the Agent; FINOVA, (ii) maintaining a perpetual inventory and complete and accurate stock records, (iii) delivering to FINOVA warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, and transferring Inventory to warehouses designated by FINOVA, (iv) placing notations on such GrantorBorrower's books of account to disclose the AgentFINOVA's security interest; interest therein and (iiiv) taking such other steps as are reasonably deemed necessary delivering to FINOVA all letters of credit on which Borrower is named beneficiary. FINOVA may file, without Borrower's signature, one or desirable to maintain and protect the Agentmore financing statements disclosing FINOVA's Liens; provided that on the anniversary of the Closing Date and within 30 days after the Agent's request therefor, the Company shall furnish the Agent an Opinion of Counsel pursuant to Section 17.4 of the Indenture, whether or not such Opinion of Counsel is required by the TIAsecurity interest under this Agreement. Each Grantor Borrower agrees that a carbon, photographic, photostatic, photostatic or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement. (b) Each Grantor hereby irrevocably authorizes the Agent . If any Collateral is at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (i) accurately describe the Collateral and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency possession or filing office acceptance control of any financing statement warehouseman, bailee or amendmentany of Borrower's agents or processors, including whether Borrower shall notify such Grantor is an organizationPerson of FINOVA's security interest in such Collateral and, the type of organization and any organization identification number issued upon FINOVA's request, instruct them to hold all such GrantorCollateral for FINOVA's account subject to FINOVA's instructions. Each Grantor agrees to furnish any such information to the Agent promptly upon request. Each Grantor also ratifies its authorization for the Agent to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof. (c) From time to time, each Grantor Borrower shall, upon the AgentFINOVA's reasonable request, execute and deliver confirmatory written instruments pledging the Collateral to the Agent, for the ratable benefit of the Agent and the Lenders, the CollateralFINOVA, but any GrantorBorrower's failure to do so shall not affect or limit any FINOVA's security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to any GrantorCollateral. Subject to Section 20(f), so long as Until the Indenture is in effect and until all Obligations have been fully satisfiedsatisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Agent's Liens Collateral shall continue in full force and effect in all Collateraleffect.

Perfection and Protection of Security Interest. (a) Each of the Grantors Borrower shall, at their own ---------------------------------------------- its expense, perform take all steps reasonably actions requested by the Agent Lender at any time to perfect, maintain, protect, protect and enforce Lender's security interest and other rights in the Agent's LiensBorrower Collateral and the priority thereof from time to time, including: , without limitation, (i) executing and filing financing or continuation statements, statements and amendments thereofthereof and executing and delivering such documents and titles in connection with motor vehicles as Lender shall reasonably require, all in form and substance reasonably satisfactory to the Agent; Lender, (ii) placing notations on such Grantor's books maintaining complete and accurate records of account to disclose the Agent's security interest; its vehicles, and (iii) taking such other steps as are reasonably deemed necessary delivering to Lender all letters of credit on which Borrower is named beneficiary. Lender may file, without Borrower's signature, one or desirable to maintain and protect the Agentmore financing statements disclosing Lender's Liens; provided that on the anniversary of the Closing Date and within 30 days after the Agent's request therefor, the Company shall furnish the Agent an Opinion of Counsel pursuant to Section 17.4 of the Indenture, whether or not such Opinion of Counsel is required by the TIAsecurity interest under this Agreement. Each Grantor Borrower agrees that a carbon, photographic, photostatic, photostatic or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement. (b) Each Grantor hereby irrevocably authorizes the Agent . If any Borrower Collateral is at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (i) accurately describe the Collateral and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency possession or filing office acceptance control of any financing statement warehouseman, bailee or amendmentany of Borrower's agents or processors, including whether Borrower shall notify such Grantor is an organizationPerson of Lender's security interest in such Borrower Collateral and, the type of organization and any organization identification number issued upon Lender's request, instruct them to hold all such GrantorBorrower Collateral for Lender's account subject to Lender's instructions. Each Grantor agrees to furnish any such information to the Agent promptly upon request. Each Grantor also ratifies its authorization for the Agent to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof. (c) From time to time, each Grantor Borrower shall, upon the AgentLender's reasonable request, execute and deliver confirmatory written instruments pledging the Borrower Collateral to the Agent, for the ratable benefit of the Agent and the Lenders, the CollateralLender, but any GrantorBorrower's failure to do so shall not affect or limit any Lender's security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to any GrantorBorrower Collateral. Subject to Section 20(f), so long as Until the Indenture is in effect and until all Payment Obligations have been fully satisfiedsatisfied and Lender's obligation to make further advances hereunder has terminated, Lender's security interest in the Agent's Liens Borrower Collateral shall continue in full force and effect in all Collateraleffect.