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

Perfection and Protection of Security Interest. (a) Each Grantor shall, at its expense, perform all steps requested by Agent at any time to perfect, maintain, protect, and enforce Agent’s Liens, including: (i) executing, delivering and/or filing and recording of the any agreements and filing financing or continuation statements, and amendments thereof, in form and substance satisfactory to Agent; and (ii) delivering to Agent the originals of all Instruments, Documents, and tangible Chattel Paper, and all other Collateral in such Grantor’s possession of which Agent determines it should have physical possession in order to perfect or protect Agent’s Lien therein, duly pledged, endorsed, or assigned to Agent without restriction. (b) Each Grantor shall hold all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock papers executed in blank), Chattel Paper and Instruments as a custodian for the benefit of Agent. (c) Upon request by Agent, each Grantor shall obtain or use its commercially reasonable efforts to obtain Lien Waivers with respect to the Collateral. (d) 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. (e) Each Grantor shall take all steps necessary to grant Agent control of all electronic chattel paper in accordance with the UCC and all “transferable records” as defined in the Uniform Electronic Transactions Act. (f) Promptly upon request, Grantors shall deliver such instruments, assignments, title certificates, or other documents or agreements, and shall take such actions, as Agent deems appropriate under Applicable Law to evidence or perfect its Lien on any Collateral, or otherwise to give effect to the intent of this Security Agreement. Each Grantor authorizes Agent to file any financing statement that indicates the Collateral as “all assets” or “all personal property” of such Grantor, or words to similar effect, and ratifies any action taken by Agent before the Closing Date (as defined in the Loan Agreement) to effect or perfect its Lien on any Collateral. (g) Grantors shall promptly notify Agent in writing if any Grantor has a Commercial Tort Claim (other than, as long as no Default or Event of Default exists, a Commercial Tort Claim for less than $500,000) and, upon Agent’s request, shall promptly take such actions as Agent deems appropriate to confer upon Agent (for the benefit of the Lenders) a duly perfected, first priority Lien upon such claim. (h) So long as the Guaranty is in effect and until all Secured Obligations have been fully satisfied, Agent’s Liens shall continue in full force and effect in all Collateral. (i) Except as set forth in the Loan Agreement, no Grantor shall merge, combine or consolidate with any Person, or liquidate, wind up its affairs or dissolve itself, in each case whether in a single transaction or in a series of related transactions, except for mergers or consolidations into a Borrower; change its name or conduct business under any fictitious name; change its tax, charter or other organizational identification number; or change its form or state of organization.

Perfection and Protection of Security Interest. (a) Each Grantor shall, at its expense, perform all steps 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 any agreements and filing financing or continuation statements, and amendments thereof, in form and substance satisfactory to the Agent; and (ii) delivering to the Agent the originals of all Contracts, Instruments, Documents, and tangible Chattel Paper, and all other Collateral in such Grantor’s possession of which the Agent determines it should have physical possession in order to perfect or protect the Agent’s Lien therein, duly pledged, endorsed, or assigned to the Agent without restriction. (b) Each Grantor shall hold all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock papers executed in blank), Chattel Paper Paper, Contracts and Instruments as a custodian for the benefit of Agent. (c) Upon request by Agent, each Grantor shall obtain or use its commercially reasonable best efforts to obtain Lien Waivers with respect to the Collateral. (d) 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. (e) Each Grantor shall take all steps necessary to grant the Agent control of all electronic chattel paper in accordance with the UCC and all “transferable records” as defined in the Uniform Electronic Transactions Act. (f) Promptly upon request, Grantors Grantor shall deliver such instruments, assignments, title certificates, or other documents or agreements, and shall take such actions, as Agent deems appropriate under Applicable Law to evidence or perfect its Lien on any Collateral, or otherwise to give effect to the intent of this Security Agreement. Each Grantor authorizes Agent to file any financing statement that indicates the Collateral as “all assets” or “all personal property” of such Grantor, or words to similar effect, and ratifies any action taken by Agent before the Closing Date (as defined in the Loan Agreement) to effect or perfect its Lien on any Collateral. (g) Grantors Grantor shall promptly notify Agent in writing if any Grantor has a Commercial Tort Claim (other than, as long as no Default or Event of Default exists, a Commercial Tort Claim for less than $500,000100,000) and, upon Agent’s request, shall promptly take such actions as Agent deems appropriate to confer upon Agent (for the benefit of the Lenders) a duly perfected, first priority Lien upon such claim. (h) So long as the Guaranty is in effect and until all Secured Obligations have been fully satisfied, the Agent’s Liens shall continue in full force and effect in all Collateral. (i) Except as set forth in the Loan Agreement, no No Grantor shall merge, combine or consolidate with any Person, or liquidate, wind up its affairs or dissolve itself, in each case whether in a single transaction or in a series of related transactions, except for mergers or consolidations into a Borrower; change its name or conduct business under any fictitious name; change its tax, charter or other organizational identification number; or change its form or state of organization.

Perfection and Protection of Security Interest. (a) Each Grantor shall, at its expense, perform all steps requested by the Collateral Agent at any time to perfect, maintain, protect, and enforce the Collateral Agent’s Liens, including: (i) executing, delivering and/or filing and recording of the any agreements and filing financing or continuation statements, and amendments thereof, in form and substance satisfactory to the Collateral Agent; and (ii) delivering to the Collateral Agent the originals of all Contracts, Instruments, Documents, and tangible Chattel Paper, and all other Collateral in such Grantor’s possession of which the Collateral Agent determines it should have physical possession in order to perfect or protect the Collateral Agent’s Lien therein, duly pledged, endorsed, or assigned to the Collateral Agent without restriction. (b) Each Grantor shall hold all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock papers executed in blank), Chattel Paper Paper, Contracts and Instruments as a custodian for the benefit of Collateral Agent. (c) Upon request by Collateral Agent, each Grantor shall obtain or use its commercially reasonable best efforts to obtain Lien Waivers with respect to the Collateral. (d) 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. (e) Each Grantor shall take all steps necessary to grant the Collateral Agent control of all electronic chattel paper in accordance with the UCC and all “transferable records” as defined in the Uniform Electronic Transactions Act. (f) Promptly upon request, Grantors Grantor shall deliver such instruments, assignments, title certificates, or other documents or agreements, and shall take such actions, as Collateral Agent deems appropriate under Applicable Law to evidence or perfect its Lien on any Collateral, or otherwise to give effect to the intent of this Security Agreement. Each Grantor authorizes Collateral Agent to file any financing statement that indicates the Collateral as “all assets” or “all personal property” of such Grantor, or words to similar effect, and ratifies any action taken by Collateral Agent before the Closing Date (as defined in the Loan Agreement) to effect or perfect its Lien on any Collateral. (g) Grantors Grantor shall promptly notify Collateral Agent in writing if any Grantor has a Commercial Tort Claim (other than, as long as no Default or Event of Default exists, a Commercial Tort Claim for less than $500,000100,000) and, upon Collateral Agent’s request, shall promptly take such actions as Collateral Agent deems appropriate to confer upon Collateral Agent (for the benefit of the Lenders) a duly perfected, first priority Lien upon such claim. (h) So long as the Guaranty is in effect and until all Secured Obligations have been fully satisfied, the Collateral Agent’s Liens shall continue in full force and effect in all Collateral. (i) Except as set forth in the Loan Agreement, no No Grantor shall merge, combine or consolidate with any Person, or liquidate, wind up its affairs or dissolve itself, in each case whether in a single transaction or in a series of related transactions, except for mergers or consolidations into a Borrower; change its name or conduct business under any fictitious name; change its tax, charter or other organizational identification number; or change its form or state of organization.

Perfection and Protection of Security Interest. (a) Each Grantor shall, at its expense, perform all steps requested by Agent at any time to perfect, maintain, protect, and enforce Agent’s Liens, including: (i) executing, delivering and/or filing and recording of the any agreements and filing financing or continuation statements, and amendments thereof, in form and substance satisfactory to Agent; and (ii) delivering to Agent or Agent’s designee (including the ABL Agent as agent for the Agent under the Intercreditor Agreement) the originals of all Instruments, Documents, and tangible Chattel Paper, and all other Collateral in such Grantor’s possession of which Agent determines it should have physical possession in order to perfect or protect Agent’s Lien therein, duly pledged, endorsed, or assigned to Agent or Agent’s designee (including the ABL Agent as agent for the Agent under the Intercreditor Agreement) without restriction. (b) Each Grantor shall hold all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock papers executed in blank), Chattel Paper and Instruments as a custodian for the benefit of Agent. (c) Upon request by Agent, each Grantor shall obtain or use its commercially reasonable efforts to obtain Lien Waivers with respect to the Collateral. (d) 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. (e) Each Grantor shall take all steps necessary to grant Agent control of all electronic chattel paper in accordance with the UCC and all “transferable records” as defined in the Uniform Electronic Transactions Act. (f) Promptly upon request, Grantors shall deliver to Agent or Agent’s designee (including the ABL Agent as agent for the Agent under the Intercreditor Agreement) such instruments, assignments, title certificates, or other documents or agreements, and shall take such actions, as Agent deems appropriate under Applicable Law to evidence or perfect its Lien on any Collateral, or otherwise to give effect to the intent of this Security Agreement. Each Grantor authorizes Agent to file any financing statement that indicates the Collateral as “all assets” or “all personal property” of such Grantor, or words to similar effect, and ratifies any action taken by Agent before the Closing Date (as defined in the Loan Agreement) to effect or perfect its Lien on any Collateral. (g) Grantors shall promptly notify Agent in writing if any Grantor has a Commercial Tort Claim (other than, as long as no Default or Event of Default exists, a Commercial Tort Claim for less than $500,000) and, upon Agent’s request, shall promptly take such actions as Agent deems appropriate to confer upon Agent (for the benefit of the Lenders) a duly perfected, first perfected second-priority Lien (subject only to the first-priority lien of the ABL Agent) upon such claim. (h) So long as the Guaranty is in effect and until all Secured Obligations have been fully satisfied, Agent’s Liens shall continue in full force and effect in all Collateral. (i) Except as set forth in the Loan Agreement, no Grantor shall merge, combine or consolidate with any Person, or liquidate, wind up its affairs or dissolve itself, in each case whether in a single transaction or in a series of related transactions, except for mergers or consolidations into a Borrower; change its name or conduct business under any fictitious name; change its tax, charter or other organizational identification number; or change its form or state of organization.

Perfection and Protection of Security Interest. (a) Each Grantor shall, at its expense, perform all reasonable steps 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 any agreements executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to Agent; the Agent and (ii) delivering taking such other steps as are deemed necessary or reasonably desirable by the Agent to Agent maintain and protect the originals of all Instruments, Documents, and tangible Chattel Paper, and all other Collateral in such Grantor’s possession of which Agent determines it should have physical possession in order to perfect or protect Agent’s Lien thereinLiens. Grantor agrees that a carbon, duly pledgedphotographic, endorsedphotostatic, or assigned to Agent without restrictionother reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) Each Grantor shall hold 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) as all assets of Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral consisting falls within the scope of negotiable DocumentsArticle 9 of the UCC of the State of New York or such jurisdiction, certificated securities or (accompanied ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by stock papers executed in blank), Chattel Paper and Instruments as a custodian part 5 of Article 9 of the UCC of the State of New York for the benefit sufficiency or filing office acceptance of Agentany financing statement or amendment, including whether Grantor is an organization, the type of organization and any organization identification number issued to Grantor. Grantor agrees to furnish any such information to the Agent promptly upon request. 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) Upon request by AgentFrom time to time, each Grantor shall obtain or use its commercially reasonable efforts to obtain Lien Waivers with respect to the Collateral. (d) 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. (e) Each Grantor shall take all steps necessary to grant Agent control of all electronic chattel paper in accordance with the UCC and all “transferable records” as defined in the Uniform Electronic Transactions Act. (f) Promptly upon request, Grantors shall deliver such instruments, assignments, title certificates, or other documents or agreements, and shall take such actions, as Agent deems appropriate under Applicable Law to evidence or perfect its Lien on any Collateral, or otherwise to give effect to the intent of this Security Agreement. Each Grantor authorizes Agent to file any financing statement that indicates the Collateral as “all assets” or “all personal property” of such Grantor, or words to similar effect, and ratifies any action taken by Agent before the Closing Date (as defined in the Loan Agreement) to effect or perfect its Lien on any Collateral. (g) Grantors shall promptly notify Agent in writing if any Grantor has a Commercial Tort Claim (other than, as long as no Default or Event of Default exists, a Commercial Tort Claim for less than $500,000) andshall, upon the Agent’s request, shall promptly take such actions as Agent deems appropriate execute and deliver confirmatory written instruments pledging to confer upon Agent (the Agent, for the ratable benefit of the Agent, the Lenders and the Selected Revolving Lenders) a duly perfected, first priority Lien upon such claim. (h) So long as the Guaranty is Collateral, but 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 effect and until all Secured Obligations have been fully satisfiedto the Collateral with respect to Grantor. Prior to and including the Trademark Subfacility Payoff Date, the Agent’s Liens shall continue in full force and effect in all Collateral. (i) Except as set forth in the Loan Agreement, no Grantor shall merge, combine or consolidate with any Person, or liquidate, wind up its affairs or dissolve itself, in each case whether in a single transaction or in a series of related transactions, except for mergers or consolidations into a Borrower; change its name or conduct business under any fictitious name; change its tax, charter or other organizational identification number; or change its form or state of organization.

Perfection and Protection of Security Interest. (a) Each Grantor Borrower authorizes Agent to file one or more financing statements disclosing Agent’s security interest and Lien under this Agreement, and to correct or complete, or cause to be corrected or completed, any financing statements, continuation statements or other such documents as have been filed naming Borrower as debtor and Agent as secured party, and to give notice to any creditor or landlord of Borrower or to any other Person who Agent may reasonably determine is necessary or desirable under applicable law to give notice to perfect or preserve Agent’s interests in the Collateral. Borrower shall, at its expense, perform all steps requested by Agent at any time to perfect, maintain, protect, protect and enforce Agent’s Liens, including: (i) executing, delivering and/or filing and recording of the any agreements and filing financing or continuation statements, and amendments thereof, in form and substance satisfactory to Agent; and (ii) delivering to Agent the originals of all Instrumentsinstruments, Documents, documents and tangible Chattel Paperchattel paper, and all other Collateral in such Grantor’s possession of which Agent determines it should have physical possession in order to perfect or and protect Agent’s Lien security interest therein, duly pledged, endorsed, indorsed or assigned to Agent without restriction; (iii) delivering to Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; (iv) when an Event of Default exists, transferring Inventory to warehouses designated by Agent; (v) placing notations on Borrower’s books of account to disclose Agent’s security interest; (vii) delivering to Agent all letters of credit on which Borrower is named beneficiary; and (viii) taking such other steps as are deemed necessary or desirable by Agent to maintain and protect Agent’s Liens. Agent may file one or more financing statements disclosing Agent’s Liens. A carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. Borrower ratifies each financing statement listing Borrower as debtor and Agent as secured party and that was filed prior to the execution of this Agreement. (b) Each Grantor If any Collateral is in the possession or control of any warehouseman or any of Borrower’s consignees, agents, processors, customers or other bailees, Borrower shall hold all Collateral consisting of negotiable Documentsnotify such warehousemen, certificated securities (accompanied by stock papers executed in blank)consignee, Chattel Paper and Instruments as a custodian for the benefit agents, processors, customers or other bailees of Agent’s security interest and Lien therein, and upon Agent’s request, Borrower will obtain a bailee letter agreement and financing statements acceptable to Agent from such warehousemen, consignees, agents, processors, customers or other bailees, pursuant to which each such warehousemen, consignee, agent, processor, customer or other bailee acknowledges in an authenticated record that such Person is holding the Collateral for Agent’s benefit, and such documentation from any secured creditor or lessor of such Person as Agent may request. If at any time any Collateral is located at any location which is not owned by Borrower, then Borrower shall, at the request of Agent, obtain written waivers, in form and substance satisfactory to Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral. Borrower authorizes Agent to give notice to any creditor or landlord of Borrower or to any other Person who Agent may determine is necessary or desirable under applicable law to give notice to perfect or preserve Lenders’ interests in the Collateral. (c) Upon request by AgentFrom time to time, each Grantor shall obtain or use its commercially reasonable efforts to obtain Lien Waivers with respect to the Collateral. (d) 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. (e) Each Grantor shall take all steps necessary to grant Agent control of all electronic chattel paper in accordance with the UCC and all “transferable records” as defined in the Uniform Electronic Transactions Act. (f) Promptly upon request, Grantors shall deliver such instruments, assignments, title certificates, or other documents or agreements, and shall take such actions, as Agent deems appropriate under Applicable Law to evidence or perfect its Lien on any Collateral, or otherwise to give effect to the intent of this Security Agreement. Each Grantor authorizes Agent to file any financing statement that indicates the Collateral as “all assets” or “all personal property” of such Grantor, or words to similar effect, and ratifies any action taken by Agent before the Closing Date (as defined in the Loan Agreement) to effect or perfect its Lien on any Collateral. (g) Grantors shall promptly notify Agent in writing if any Grantor has a Commercial Tort Claim (other than, as long as no Default or Event of Default exists, a Commercial Tort Claim for less than $500,000) andBorrower shall, upon Agent’s request, shall promptly take such actions as Agent deems appropriate execute and deliver confirmatory written instruments pledging to confer upon Agent (Agent, for the benefit of Agent and Lenders, the Lenders) a duly perfectedCollateral, first priority Lien upon such claim. (h) but Borrower’s failure to do so shall not affect or limit Agent’s security interest or Agent’s other rights in and to the Collateral. So long as the Guaranty this Agreement is in effect and until all Secured Obligations have been fully paid and satisfied, Agent’s Liens shall continue in full force and effect in all Collateral. (id) Except as set forth With respect to any of the Collateral for which control of such Collateral is a method of perfection under the UCC, including all of Borrower’s rights, titles and interests in the Loan Agreementdeposit accounts, no Grantor shall mergeinvestment property, combine or consolidate with any Personelectronic chattel paper and letter of credit rights, or liquidateBorrower will, wind up its affairs or dissolve itselfon Agent’s request, in cause to be executed by each case whether Person that Agent determines is appropriate, a control agreement in a single transaction or in a series of related transactions, except for mergers or consolidations into a Borrower; change its name or conduct business under any fictitious name; change its tax, charter or other organizational identification number; or change its form or state of organizationacceptable to Agent.

Perfection and Protection of Security Interest. (a) Each Grantor shall, at its expense, perform all steps requested by the Collateral Agent at any time to perfect, maintain, protect, and enforce the Collateral Agent’s Liens, including: (i) executing, delivering and/or filing and recording of the any agreements and filing financing or continuation statements, and amendments thereof, in form and substance satisfactory to the Collateral Agent; and (ii) delivering to the Collateral Agent the originals of all Contracts, Instruments, Documents, and tangible Chattel Paper, and all other Collateral in such Grantor’s possession of which the Collateral Agent determines it should have physical possession in order to perfect or protect the Collateral Agent’s Lien therein, duly pledged, endorsed, or assigned to the Collateral Agent without restriction. (b) Each Grantor shall hold all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock papers executed in blank), Chattel Paper Paper, Contracts and Instruments as a custodian for the benefit of Collateral Agent. (c) Upon request by Collateral Agent, each Grantor shall obtain or use its commercially reasonable best efforts to obtain Lien Waivers with respect to the Collateral. (d) 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. (e) Each Grantor shall take all steps necessary to grant the Collateral Agent control of all electronic chattel paper in accordance with the UCC and all “transferable records” as defined in the Uniform Electronic Transactions Act. (f) Promptly upon request, Grantors shall deliver such instruments, assignments, title certificates, or other documents or agreements, and shall take such actions, as Collateral Agent deems appropriate under Applicable Law to evidence or perfect its Lien on any Collateral, or otherwise to give effect to the intent of this Security Agreement. Each Grantor authorizes Collateral Agent to file any financing statement that indicates the Collateral as “all assets” or “all personal property” of such Grantor, or words to similar effect, and ratifies any action taken by Collateral Agent before the Closing Date (as defined in the Loan Agreement) to effect or perfect its Lien on any Collateral. (g) Grantors shall promptly notify Collateral Agent in writing if any Grantor has a Commercial Tort Claim (other than, as long as no Default or Event of Default exists, a Commercial Tort Claim for less than $500,000100,000) and, upon Collateral Agent’s request, shall promptly take such actions as Collateral Agent deems appropriate to confer upon Collateral Agent (for the benefit of the Lenders) a duly perfected, first priority Lien upon such claim. (h) So long as the Guaranty is in effect and until all Secured Obligations have been fully satisfied, the Collateral Agent’s Liens shall continue in full force and effect in all Collateral. (i) Except as set forth in the Loan Agreement, no No Grantor shall merge, combine or consolidate with any Person, or liquidate, wind up its affairs or dissolve itself, in each case whether in a single transaction or in a series of related transactions, except for mergers or consolidations into a Borrower; change its name or conduct business under any fictitious name; change its tax, charter or other organizational identification number; or change its form or state of organization.

Perfection and Protection of Security Interest. (a) Each Grantor shall, at its expense, perform all steps 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 any agreements and filing financing or continuation statements, and amendments thereof, in form and substance satisfactory to the Agent; and (ii) delivering to the Agent the originals of all Contracts, Instruments, Documents, and tangible Chattel Paper, and all other Collateral in such Grantor’s possession of which the Agent determines it should have physical possession in order to perfect or protect the Agent’s Lien therein, duly pledged, endorsed, or assigned to the Agent without restriction. (b) Each Grantor shall hold all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock papers executed in blank), Chattel Paper Paper, Contracts and Instruments as a custodian for the benefit of Agent. (c) Upon request by Agent, each Grantor shall obtain or use its commercially reasonable best efforts to obtain Lien Waivers with respect to the Collateral. (d) 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. (e) Each Grantor shall take all steps necessary to grant the Agent control of all electronic chattel paper in accordance with the UCC and all “transferable records” as defined in the Uniform Electronic Transactions Act. (f) Promptly upon request, Grantors shall deliver such instruments, assignments, title certificates, or other documents or agreements, and shall take such actions, as Agent deems appropriate under Applicable Law to evidence or perfect its Lien on any Collateral, or otherwise to give effect to the intent of this Security Agreement. Each Grantor authorizes Agent to file any financing statement that indicates the Collateral as “all assets” or “all personal property” of such Grantor, or words to similar effect, and ratifies any action taken by Agent before the Closing Date (as defined in the Loan Agreement) to effect or perfect its Lien on any Collateral. (g) Grantors shall promptly notify Agent in writing if any Grantor has a Commercial Tort Claim (other than, as long as no Default or Event of Default exists, a Commercial Tort Claim for less than $500,000100,000) and, upon Agent’s request, shall promptly take such actions as Agent deems appropriate to confer upon Agent (for the benefit of the Lenders) a duly perfected, first priority Lien upon such claim. (h) So long as the Guaranty is in effect and until all Secured Obligations have been fully satisfied, the Agent’s Liens shall continue in full force and effect in all Collateral. (i) Except as set forth in the Loan Agreement, no No Grantor shall merge, combine or consolidate with any Person, or liquidate, wind up its affairs or dissolve itself, in each case whether in a single transaction or in a series of related transactions, except for mergers or consolidations into a Borrower; change its name or conduct business under any fictitious name; change its tax, charter or other organizational identification number; or change its form or state of organization.

Perfection and Protection of Security Interest. (a) Each Grantor shall, at its expense, perform all steps requested by Agent at any time to perfect, maintain, protect, and enforce Agent’s Liens, including: (i) executing, delivering and/or filing and recording of the any agreements and filing financing or continuation statements, and amendments thereof, in form and substance satisfactory to Agent; and (ii) delivering to Agent the originals of all Instruments, Documents, and tangible Chattel Paper, and all other certificates with respect to the Collateral in such Grantor’s possession of which Agent determines it should have physical possession in order to perfect or protect Agent’s Lien therein, duly pledged, endorsed, or assigned to Agent without restriction. (b) Each Grantor shall hold all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock papers executed in blank), Chattel Paper and Instruments ) as a custodian for the benefit of Agent. (c) Upon request by Agent, each Grantor shall obtain or use its commercially reasonable efforts to obtain Lien Waivers with respect to the Collateral. (d) 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. (e) Each Grantor shall take all steps necessary to grant Agent control of all electronic chattel paper in accordance with the UCC and all “transferable records” as defined in the Uniform Electronic Transactions Act. (fd) Promptly upon request, Grantors Grantor shall deliver such instruments, assignments, title certificates, or other documents or agreements, and shall take such actions, as Agent deems appropriate under Applicable Law to evidence or perfect its Lien on any Collateral, or otherwise to give effect to the intent of this Security Pledge Agreement. Each Grantor authorizes Agent to file any financing statement that indicates the Collateral as “all assets” or “all personal property” of such Grantor, or words to similar effect, and ratifies any action taken by Agent before the Closing Date (as defined in the Loan Agreement) to effect or perfect its Lien on any Collateral. (ge) Grantors shall promptly notify Agent in writing if any Grantor has a Commercial Tort Claim (other than, as long as no Default or Event of Default exists, a Commercial Tort Claim for less than $500,000) and, upon Agent’s request, shall promptly take such actions as Agent deems appropriate to confer upon Agent (for the benefit of the Lenders) a duly perfected, first priority Lien upon such claim. (h) So long as the Guaranty is in effect and until Until all Secured Obligations have been fully satisfied, Agent’s Liens shall continue in full force and effect in all Collateral. (if) Except as set forth in the Loan Agreement, no Grantor shall not merge, combine or consolidate with any Person, or liquidate, wind up its affairs or dissolve itself, in each case whether in a single transaction or in a series of related transactions, except for mergers or consolidations into a Borrower; change its name or conduct business under any fictitious name; change its tax, charter or other organizational identification number; or change its form or state of organization.