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

Perfection and Protection of Security Interest. (a) The Borrowers shall, at their expense, perform all steps reasonably requested by the Lender at any time to perfect, maintain, protect, and enforce its Liens in the Collateral including, without limitation: (i) executing and filing financing or continuation statements, and amendments thereof, in form and substance satisfactory to the Lender; (ii) delivering to the Lender the original certificates of title for all motor vehicles of the Borrowers with the Lender's security interest properly endorsed thereon; (iii) delivering to the Lender the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Lender determines it should have physical possession in order to perfect and protect the Lender's security interest therein, duly endorsed or assigned to the Lender without restriction; (iv) delivering to the Lender warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; (v) delivering to the Lender all letters of credit on which any Borrower is named beneficiary; (vi) the filing and recordation with the U.S. Surface Transportation Board of this Agreement and any other agreement under which any Person other than the Borrowers shall use any Equipment; and (vii) taking such other steps as are deemed necessary by the Lender to maintain and protect its Liens. To the extent permitted by applicable law, the Lender may file, without any Borrower's signature, one or more financing statements disclosing its Liens. The Borrower agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) If any Collateral is at any time in the possession or control of any warehouseman, bailee or any agent of any of the Borrowers, then such Borrower shall notify the Lender thereof and shall notify such Person of the Lender's security interest in such Collateral and, upon the Lender's request, instruct such Person to hold all such Collateral for the Lender's account subject to the Lender's instructions. If at any time significant operations of the Borrowers' business are operated on or any significant Collateral is located on any premises that are not owned by a Borrower, then the Borrowers shall use Good Faith efforts to obtain, at the request of the Lender, attornment agreements in form and substance satisfactory to the Lender with the owner or lessor of such premises. (c) From time to time, each Borrower shall, upon the Lender's request, execute and deliver confirmatory written instruments pledging to the Lender the Collateral, but any Borrower's failure to do so shall not affect or limit the Lender's security interest or the Lender's other rights in and to the Collateral. So long as the Working Capital Commitment is in effect or any of the Obligations remain outstanding, the Lender's Liens shall continue in full force and effect in all Collateral.

Perfection and Protection of Security Interest. (a) The Borrowers Borrower shall, at their its ------------------------------------------------- expense, perform take all steps reasonably actions requested by the Lender FINOVA at any time to perfect, maintain, protect, protect and enforce its Liens FINOVA's security interest and other rights in the 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 FINOVA shall require, all in form and substance satisfactory to the Lender; FINOVA, (ii) delivering to the Lender the original certificates of title for all motor vehicles of the Borrowers with the Lender's security interest properly endorsed thereon; maintaining a perpetual inventory reporting system and complete and accurate stock records, (iii) delivering to the Lender the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Lender determines it should have physical possession in order to perfect and protect the Lender's security interest therein, duly endorsed or assigned to the Lender without restriction; (iv) delivering to the Lender FINOVA warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; , and, after an Event of Default, transferring Inventory to warehouses designated by FINOVA, (iv) placing notations on Borrower's books of account to disclose FINOVA's security interest therein, and (v) delivering to the Lender FINOVA all letters of credit on which any Borrower is named beneficiary; (vi) the filing and recordation with the U.S. Surface Transportation Board of this Agreement and any other agreement under which any Person other than the Borrowers shall use any Equipment; and (vii) taking such other steps as are deemed necessary by the Lender to maintain and protect its Liens. To the extent permitted by applicable law, the Lender FINOVA may file, without any Borrower's signature, one or more financing statements disclosing its LiensFINOVA's security interest under this Agreement. The Borrower agrees that a carbon, photographic, photostatic, photostatic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) . If any Collateral is at any time in the possession or control of any warehouseman, bailee or any agent of any of the BorrowersBorrower's agents or processors, then such Borrower shall notify the Lender thereof and shall notify such Person of the LenderFINOVA's security interest in such Collateral and, upon the LenderFINOVA's request, instruct such Person them to hold all such Collateral for the LenderFINOVA's account subject to the LenderFINOVA's instructions. If at any time significant operations of the Borrowers' business are operated on or any significant Collateral is located on any premises that are not owned by a Borrower, then the Borrowers shall use Good Faith efforts to obtain, at the request of the Lender, attornment agreements in form and substance satisfactory to the Lender with the owner or lessor of such premises. (c) From time to time, each Borrower shall, upon the LenderFINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to the Lender the CollateralFINOVA, but any Borrower's failure to do so shall not affect or limit the LenderFINOVA's security interest or the Lender's other rights in and to the Collateral. So long as the Working Capital Commitment is in effect or any of Until the Obligations remain outstandinghave been fully satisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Lender's Liens Collateral shall continue in full force and effect in all Collateraleffect.

Perfection and Protection of Security Interest. (a) The Borrowers Debtor shall, at their its expense, perform all steps reasonably requested by the Lender Collateral Agent at any time to perfect, maintain, protect, and enforce its Liens in the Collateral Agent's Liens, including, without limitation: (i) executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the LenderCollateral Agent; (ii) delivering to the Lender the original certificates of title for all motor vehicles of the Borrowers with the Lender's security interest properly endorsed thereon; (iii) delivering to the Lender the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Lender determines it should have physical possession in order to perfect and protect the Lender's security interest therein, duly endorsed or assigned to the Lender without restriction; (iv) delivering to the Lender 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; (viii) delivering when any Event of Default has occurred and is continuing, transferring Inventory to warehouses or other locations designated by the Lender all letters of credit on which any Borrower is named beneficiaryCollateral Agent; (viiv) placing notations on the filing and recordation with Debtor's books of account to disclose the U.S. Surface Transportation Board of this Agreement and any other agreement under which any Person other than the Borrowers shall use any EquipmentCollateral Agent's security interest; and (viiv) taking such other steps as are deemed reasonably necessary or desirable by the Lender Collateral Agent to maintain and protect its the Collateral Agent's Liens. To Notwithstanding the foregoing, unless any Event of Default shall have occurred and be continuing, the Debtor shall not be required to take any action to perfect the Collateral Agent's Liens in (w) Investment Property with an aggregate value less than $100,000, (x) any Letter-of-Credit Rights with respect to any letter of credit with a face amount of $150,000 or less, but only to the extent permitted by applicable lawthat the aggregate face amount of all letters of credit does not exceed $750,000, (y) any Deposit Account with a balance of $150,000 or less at the Lender may fileclose of any Business Day, without but only to the extent that the aggregate number of Deposit Accounts does not exceed five (5) at any Borrower's signaturetime, one or more financing statements disclosing its Liens(z) electronic chattel paper in an aggregate amount of less than $100,000. The Borrower Debtor 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) If any Upon the Collateral is at any time in the possession or control of any warehouseman, bailee or any agent of any of the Borrowers, then such Borrower shall notify the Lender thereof and shall notify such Person of the Lender's security interest in such Collateral and, upon the LenderAgent's request, instruct such Person to hold all such Collateral for the Lender's account subject Debtor shall deliver to the Lender's instructions. If at any time significant operations Collateral Agent all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and Instruments promptly after the Borrowers' business are operated on or any significant Collateral is located on any premises that are not owned by a Borrower, then Debtor receives the Borrowers shall use Good Faith efforts to obtain, at the request of the Lender, attornment agreements in form and substance satisfactory to the Lender with the owner or lessor of such premisessame. (c) From Subject to Section 5.1(a) hereof, the Debtor shall take all steps necessary to grant the Collateral Agent control of all electronic chattel paper in accordance with the UCC. (d) The Debtor hereby irrevocably authorizes the Collateral Agent at any time and from time to timetime 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 personal property assets of the Debtor or words of similar effect, each Borrower shallregardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the State of Delaware or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC of the State of Delaware for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) whether the Debtor is an organization, the type of organization and any organizational identification number issued to the Debtor, and (B) 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 the real property to which the Collateral relates. The Debtor agrees to furnish any such information to the Collateral Agent promptly upon request, and to pay on demand all fees, costs and expenses associated with all such filings. The Debtor also ratifies its authorization for the LenderCollateral 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. (e) The Debtor shall promptly notify the Collateral Agent of any commercial tort claim (as defined in the UCC) in excess of $250,000 acquired by it and unless otherwise consented to by the Collateral Agent, the Debtor shall enter into a supplement to this Security Agreement, granting to the Collateral Agent a Lien in such commercial tort claim. (f) Upon the Collateral Agent's request, execute and deliver confirmatory written instruments pledging but not more frequently than once during each calendar year, the Debtor shall provide to the Lender Collateral Agent a certificate of good standing from its state of incorporation or organization. (g) Without limiting the Collateralprohibitions on mergers involving the Debtor contained in the Credit Agreement and the Note Agreement, but the Debtor will not change its name, operate under any Borrower's failure assumed name, change its structure, reincorporate or reorganize itself, or change its jurisdiction of incorporation without giving the Collateral Agent at least thirty (30) days' prior written notice and, unless prior to do so such change, the Debtor shall not affect have taken all action reasonably necessary or limit desirable or that the Lender's security interest or Collateral Agent may reasonably request, to preserve, perfect, confirm and protect in the Lender's other rights in manner and to the Collateral. So long as extent provided for in this Security Agreement the Working Capital Commitment security interests granted hereby. (h) The Debtor acknowledges that it is in effect not authorized to file any financing statement or amendment or termination statement with respect to any financing statement without the prior written consent of the Obligations remain outstandingCollateral Agent and agrees that it will not do so without the prior written consent of the Collateral Agent, subject to the LenderDebtor's Liens rights under Section 9-509(d)(2) of the UCC. (i) The Debtor shall continue not, except in full force and effect connection with any Permitted Lien, enter into any contract or agreement that restricts or prohibits the grant of a security interest in all CollateralAccounts, Chattel Paper, Instruments or payment intangibles or the proceeds of the foregoing to the Collateral Agent.

Perfection and Protection of Security Interest. (a) The Borrowers Debtor shall, at their its expense, perform all steps reasonably requested by the Lender Administrative Agent at any time to perfect, maintain, protect, and enforce its Liens in the Collateral includingAdministrative Agent’s Liens, including without limitation: (i) executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the LenderAdministrative Agent; (ii) delivering to the Lender the original certificates of title for all motor vehicles of the Borrowers with the Lender's security interest properly endorsed thereon; (iii) delivering to the Lender the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Lender determines it should have physical possession in order to perfect and protect the Lender's security interest therein, duly endorsed or assigned to the Lender without restriction; (iv) delivering to the Lender Administrative 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; (viii) delivering when any Event of Default has occurred and is continuing, transferring Inventory to warehouses or other locations designated by the Lender all letters of credit on which any Borrower is named beneficiaryAdministrative Agent; (viiv) placing notations on the filing and recordation with Debtor’s books of account to disclose the U.S. Surface Transportation Board of this Agreement and any other agreement under which any Person other than the Borrowers shall use any EquipmentAdministrative Agent’s security interest; and (viiv) taking such other steps as are deemed reasonably necessary or desirable by the Lender Administrative Agent to maintain and protect its the Administrative Agent’s Liens. To Notwithstanding the foregoing, unless any Event of Default shall have occurred and be continuing, the Debtor shall not be required to take any action to perfect the Administrative Agent’s Liens in (w) Investment Property with an aggregate value less than $100,000, (x) any Letter-of-Credit Rights with respect to any letter of credit with a face amount of $150,000 or less, but only to the extent permitted by applicable lawthat the aggregate face amount of all letters of credit does not exceed $750,000, (y) any Deposit Account with a balance of $150,000 or less at the Lender may fileclose of any Business Day, without but only to the extent that the aggregate number of Deposit Accounts does not exceed five (5) at any Borrower's signaturetime, one or more financing statements disclosing its Liens(z) electronic Chattel Paper in an aggregate amount of less than $100,000. The Borrower Debtor 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) If any Collateral is at any time in Upon the possession or control of any warehouseman, bailee or any agent of any of the Borrowers, then such Borrower shall notify the Lender thereof and shall notify such Person of the Lender's security interest in such Collateral and, upon the Lender's Administrative Agent’s request, instruct such Person to hold all such Collateral for the Lender's account subject Debtor shall deliver to the Lender's instructions. If at any time significant operations Administrative Agent all Collateral consisting of negotiable or non-negotiable Documents, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and Instruments promptly after the Borrowers' business are operated on or any significant Collateral is located on any premises that are not owned by a Borrower, then Debtor receives the Borrowers shall use Good Faith efforts to obtain, at the request of the Lender, attornment agreements in form and substance satisfactory to the Lender with the owner or lessor of such premisessame. (c) From Subject to Section 5.1(a), the Debtor shall take all steps necessary to grant the Administrative Agent control of all electronic Chattel Paper in accordance with the UCC. (d) The Debtor hereby irrevocably authorizes the Administrative Agent at any time and from time to timetime 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 personal property” or “all assets” of the Debtor, each Borrower shallor 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 Delaware or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC of the State of Delaware for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) whether the Debtor is an organization, the type of organization and any organizational identification number issued to the Debtor, and (B) 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 the real property to which the Collateral relates. The Debtor agrees to furnish any such information to the Administrative Agent promptly upon the Lender's request, execute and deliver confirmatory written instruments pledging to pay on demand all fees, costs and expenses associated with all such filings. The Debtor also ratifies its authorization for the Administrative Agent to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the Lender date hereof. (e) The Debtor shall promptly notify the Administrative Agent of any commercial tort claim (as defined in the UCC) in excess of $1,000,000 acquired or owned by it and unless otherwise consented to by the Administrative Agent, the Debtor shall enter into a supplement to this Security Agreement, granting to the Administrative Agent a Lien in such commercial tort claim. (f) Upon the Administrative Agent’s request, but not more frequently than once during each calendar year, the Debtor shall provide to the Administrative Agent a certificate of good standing from its state of incorporation or organization. (g) Without limiting the prohibitions on mergers involving the Debtor contained in the Credit Agreement, the Debtor will not change its name, operate under any assumed name, change its structure, reincorporate or reorganize itself, or change its jurisdiction of incorporation without giving the Administrative Agent at least thirty (30) days’ prior written notice and, unless prior to such change, the Debtor shall have taken all action reasonably necessary or desirable or that the Administrative Agent may reasonably request, to preserve, perfect, confirm and protect in the manner and to the extent provided for in this Security Agreement the security interests granted hereby. (h) The Debtor acknowledges that it is not authorized to file any financing statement with respect to any of the Collateral, but or any Borrower's failure amendment or termination statement with respect to any such financing statement, without the prior written consent of the Administrative Agent and agrees that it will not do so without the prior written consent of the Administrative Agent, subject to the Debtor’s rights under Section 9-509(d)(2) of the UCC. (i) The Debtor shall not affect not, except in connection with any Permitted Lien, enter into any contract or limit agreement that restricts or prohibits the Lender's grant of a security interest in Accounts, Chattel Paper, Instruments or payment intangibles or the Lender's other rights in and proceeds of the foregoing to the Collateral. So long as the Working Capital Commitment is in effect or any of the Obligations remain outstanding, the Lender's Liens shall continue in full force and effect in all CollateralAdministrative Agent.

Perfection and Protection of Security Interest. (a) The Borrowers Borrower shall, at their its expense, perform all steps reasonably requested by the Lender Administrative Agent at any time to perfect, maintain, protect, and enforce its Liens in the Collateral Administrative Agent's Liens, including, without limitation: (i) executing, delivering and/or filing and recording of the Mortgage(s) and the Patent, Trademark and Copyright Security Agreement, and executing and filing financing or continuation statements, and amendments thereof, in form and substance satisfactory to the LenderCo-Agents; (ii) delivering to the Lender the original certificates of title for all motor vehicles of the Borrowers with the Lender's security interest properly endorsed thereon; (iii) delivering to the Lender Administrative Agent the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Lender Administrative Agent determines it should have physical possession in order to perfect and protect the LenderAdministrative Agent's security interest therein, duly pledged, endorsed or assigned to the Lender Administrative Agent without restriction; (iviii) delivering to the Lender Administrative 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 designated by the Administrative Agent; (v) placing notations on the Borrower's books of account to disclose the Administrative Agent's security interest; (vii) delivering to the Lender Administrative Agent all letters of credit on which any the Borrower is named beneficiary; (vi) the filing and recordation with the U.S. Surface Transportation Board of this Agreement and any other agreement under which any Person other than the Borrowers shall use any Equipment; and (viiviii) taking such other steps as are deemed necessary or desirable by the Lender Administrative Agent to maintain and protect its the Administrative Agent's Liens. To the extent permitted by applicable law, the Lender Administrative Agent may file, without any the Borrower's signature, one or more financing statements disclosing its the Administrative Agent's Liens. The Borrower agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) If any Collateral is at any time in the possession or control of any warehouseman, bailee or any agent of any of the BorrowersBorrower's agents or processors, then such the Borrower shall notify the Lender Administrative Agent thereof and shall shall, at the request of Administrative Agent, notify such Person of the LenderAdministrative Agent's security interest in such Collateral and, upon the Lender's request, and instruct such Person to hold all such Collateral for the LenderAdministrative Agent's account subject to the LenderAdministrative Agent's instructions. If at any time significant operations of the Borrowers' business are operated on or any significant Collateral is located on any premises that are operating facility of the Borrower which is not owned by a the Borrower, then the Borrowers shall use Good Faith efforts to obtainBorrower shall, at the request of the LenderAdministrative Agent, attornment agreements obtain written subordinations, in form and substance satisfactory to the Lender with Administrative Agent, of all present and future Liens to which the owner or lessor of such premisespremises may be entitled to assert against the Collateral. (c) From time to time, each the Borrower shall, upon the LenderAdministrative Agent's request, execute and deliver confirmatory written instruments pledging to the Lender Administrative Agent, for the Collateralratable benefit of the Co-Agents and the Lenders, the Collateral with respect to the Borrower, but any the Borrower's failure to do so shall not affect or limit the Lender's any security interest or the Lender's any other rights of any Co-Agent or any Lender in and to the CollateralCollateral with respect to the Borrower. So long as the Working Capital Commitment this Agreement is in effect or any of the and until all Obligations remain outstandinghave been fully satisfied, the LenderAdministrative 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) The Borrowers Each Grantor shall, at their its expense, perform all steps reasonably requested by the Lender Agent at any time to perfect, maintain, protect, and enforce its Liens in the Collateral Agent’s Liens, including, without limitation: (i) executing, delivering and/or filing and recording of the Mortgage(s), the Trademark Security Agreement and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the LenderAgent; (ii) delivering to the Lender the original certificates of title for all motor vehicles of the Borrowers with the Lender's security interest properly endorsed thereon; (iii) delivering to the Lender the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Lender determines it should have physical possession in order to perfect and protect the Lender's security interest therein, duly endorsed or assigned to the Lender without restriction; (iv) delivering to the Lender 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; (viii) delivering when an Event of Default has occurred and is continuing, transferring Inventory to warehouses or other locations designated by the Lender all letters of credit on which any Borrower is named beneficiaryAgent; (viiv) placing notations on such Grantor’s books of account to disclose the filing and recordation with the U.S. Surface Transportation Board of this Agreement and any other agreement under which any Person other than the Borrowers shall use any EquipmentAgent’s security interest; and (viiv) taking such other steps as are deemed necessary by the Lender Agent to maintain and protect its the Agent’s Liens. To the extent permitted by applicable law, the Lender may file, without any Borrower's signature, one or more financing statements disclosing its Liens. The Borrower Each Grantor agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) If any Collateral is Grantor at any time owns Collateral consisting of a negotiable Document with a value in the possession excess of $1,000,000 or control Chattel Paper with an aggregate value in excess of any warehouseman$1,000,000, bailee or any agent of any of the Borrowers, then such Borrower Grantor shall promptly notify the Lender Agent thereof and shall notify such Person of the Lender's security interest in such Collateral and, upon request of the Lender's requestAgent, instruct such Person to hold all deliver such Collateral for the Lender's account subject to the Lender's instructions. If Agent. (c) All certificates, notes and other instruments representing or evidencing the Pledged Equity Interests or the Pledged Notes and all other instruments now owned or at any time significant operations hereafter acquired by any Grantor other than any Excluded Notes (collectively, the “Pledged Collateral”) shall be delivered to and held by or on behalf of the Borrowers' business are operated on Agent pursuant hereto (except as otherwise provided in the last sentence of Section 10(c) hereof) and shall be in suitable form for transfer by delivery, or any significant Collateral is located on any premises that are not owned shall be accompanied by a Borrowerduly executed instruments of transfer or assignments in blank, then the Borrowers shall use Good Faith efforts to obtain, at the request of the Lender, attornment agreements all in form and substance satisfactory to the Lender with Agent. Upon the owner occurrence and during the continuance of an Event of Default, the Agent shall have the right, at any time in its discretion and without notice to such Grantor, to transfer to or lessor to register in the name of such premisesthe Agent or any nominee of the Agent any or all of the Pledged Collateral, subject only to the revocable rights specified in Section 10 hereof. In addition, upon the occurrence and during the continuance of an Event of Default, the Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger denominations. (cd) If required by the terms of the Credit Agreement 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. (e) If any Grantor is or becomes the beneficiary of a letter of credit in an amount in excess of $1,000,000, such Grantor shall promptly notify Agent thereof and enter into a tri-party agreement with 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. (f) Each Grantor shall take all steps necessary to grant the Agent control of all electronic chattel paper in accordance with the Code and all “transferable records” as defined in the Uniform Electronic Transactions Act. (g) 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) 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 (b) 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 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. (h) Each Grantor shall promptly deliver to Agent a copy of any complaint filed by it asserting any commercial tort claim (as defined in the UCC) in an amount in excess of $5,000,000 and unless otherwise consented by Agent, such Grantor shall enter into a supplement to this Agreement, granting to Agent a Lien in such commercial tort claim. (i) From time to time, each Borrower Grantor shall, upon the Lender's Agent’s request, execute and deliver confirmatory written instruments pledging to the Lender Agent, for the ratable benefit of the Agent and the Lenders, the Collateral, but any Borrower's such Grantor’s failure to do so shall not affect or limit the Lender's any security interest or the Lender's any other rights of the Agent or any Lender in and to the CollateralCollateral with respect to such Grantor. So long as the Working Capital Commitment Credit Agreement is in effect or any of the and until all Obligations remain outstandinghave been fully satisfied, the Lender's 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) The Borrowers Borrower shall, at their its expense, perform all steps reasonably requested by the Lender Agent at any time to perfect, maintain, protect, and enforce its Liens in the Collateral Agent's Liens, including, without limitation: (i) executing, delivering and/or filing and recording of the Mortgage(s), the Trademark Patent and Copyright Agreements and/or amendments thereto and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the LenderAgent; (ii) delivering to the Lender the original certificates of title for all motor vehicles of the Borrowers with the Lender's security interest properly endorsed thereon; (iii) delivering to the Lender Agent the originals of all instruments, documents, and chattel paper, and all other Collateral having a value in excess of $250,000 in the aggregate of which the Lender Agent determines it should have physical possession in order to perfect and protect the LenderAgent's security interest thereintherein (other than Secured Sale/Leaseback Collateral), duly pledged, endorsed or assigned to the Lender Agent without restriction; provided that with respect to any Collateral that constitutes Shared Collateral, the Collateral Agent may continue to remain in possession thereof, subject to the terms of the Pledge Agreement, the Parent Pledge Agreement and the Intercreditor Agreement, and with respect to any other Collateral constituting capital stock of the Borrower or any of its Subsidiaries, the Borrower shall cause the stock certificates evidencing same to be delivered to the Agent, together with duly executed undated stock powers therefor; (iviii) delivering to the Lender Agent negotiable warehouse receipts covering any portion of the Collateral (other than Secured Sale/Leaseback Collateral) located in warehouses and for which negotiable warehouse receipts are issued; (iv) when an Event of Default exists, transferring Inventory to warehouses designated by the Agent; (v) placing notations on the Borrower's books of account to disclose the Agent's security interest; (vi) delivering to the Lender Agent all letters of credit (other than Secured Sale/Leaseback Collateral) on which any the Borrower is named beneficiary; (vi) the filing and recordation with the U.S. Surface Transportation Board of this Agreement and any other agreement under which any Person other than the Borrowers shall use any Equipment; and (vii) taking such other steps as are deemed necessary or reasonably desirable by the Lender Agent to maintain and protect its the Agent's Liens. To the extent permitted by applicable law, the Lender Agent may file, without any the Borrower's signature, one or more financing statements disclosing its the Agent's Liens. The Borrower agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. Without limiting the foregoing, the Borrower authorizes the Agent to file financing statements against the Borrower which have collateral descriptions substantially similar to any of the financing statements filed by the Agent against the Borrower prior to the Closing Date. (ba) If any Collateral with an aggregate value in excess of $100,000 is at any time in the possession or control of any warehouseman, bailee or any agent of any of the BorrowersBorrower's agents or processors, then such the Borrower shall notify the Lender Agent thereof and shall notify such Person of the LenderAgent's security interest in such Collateral and, upon the LenderAgent's request, instruct such Person to hold all such Collateral (other than Secured Sale/Leaseback Collateral and subject to the terms of the Intercreditor Agreement) for the LenderAgent's account subject to the LenderAgent's instructions. If at any time significant operations any Collateral (other than Secured Sale/Leaseback Collateral and subject to the terms of the Borrowers' business are operated on or any significant Collateral Intercreditor Agreement) is located on any premises that are operating facility of the Borrower which is not owned by a the Borrower, then the Borrowers shall use Good Faith efforts to obtainBorrower shall, at the request of the LenderAgent, attornment agreements obtain written waivers, in form and substance reasonably satisfactory to the Lender with Agent, of all present and future Liens to which the owner or lessor of such premisespremises may be entitled to assert against the Collateral. (cb) From time to time, each the Borrower shall, upon the LenderAgent's request, execute and deliver confirmatory written instruments pledging to the Lender Agent, for the Collateralratable benefit of the Agent and the Lenders, the Collateral with respect to the Borrower, but any the Borrower's failure to do so shall not affect or limit the LenderAgent's security interest or the LenderAgent's other rights in and to the CollateralCollateral with respect to the Borrower. So long as the Working Capital Commitment this Agreement is in effect or any of and until the Obligations remain outstandingPayment and Termination Date, the LenderAgent'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) The Borrowers Each Grantor shall, at their its expense, perform all steps reasonably requested by the Lender Agent at any time to perfect, maintain, protect, and enforce its Liens in the Collateral Agent's Liens, including, without limitation: (i) executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the LenderAgent; (ii) delivering to the Lender the original certificates of title for all motor vehicles of the Borrowers with the Lender's security interest properly endorsed thereon; (iii) delivering to the Lender the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Lender determines it should have physical possession in order to perfect and protect the Lender's security interest therein, duly endorsed or assigned to the Lender without restriction; (iv) delivering to the Lender 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; (viii) delivering when an Event of Default has occurred and is continuing, transferring Inventory to warehouses or other locations designated by the Lender all letters of credit on which any Borrower is named beneficiaryAgent; (viiv) placing notations on the filing and recordation with Grantors' books of account to disclose the U.S. Surface Transportation Board of this Agreement and any other agreement under which any Person other than the Borrowers shall use any EquipmentAgent's security interest; and (viiv) taking such other steps as are deemed necessary or desirable by the Lender Agent to maintain and protect its the Agent's Liens. To the extent permitted by applicable law, the Lender may file, without any Borrower's signature, one or more financing statements disclosing its Liens. The Borrower 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) If 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) Each Grantor shall in all instances use its commercially reasonable best efforts to obtain signed acknowledgements of Agent's Liens from bailees having possession of any Collateral is at any time that they hold for the benefit of Agent and each Grantor shall use its commercially reasonable best efforts to obtain waivers or subordinations of Liens from landlords and mortgagees unless the Agent shall have agreed in its sole discretion to make Reserves against the possession or control of any warehouseman, bailee or any agent of any Borrowing Base for rent under such leases. (d) If required by the terms of the BorrowersCredit Agreement and not waived by Agent in writing (which waiver may be revoked), then 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 Borrower Grantor. (e) If a Grantor is or becomes the beneficiary of a letter of credit, such Grantor shall promptly notify the Lender Agent thereof and shall notify enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights assigning such Person of the Lender's security interest in such Collateral and, upon the Lender's request, instruct such Person Letter-of-Credit Rights to hold Agent and directing all such Collateral for the Lender's account subject payments thereunder to the Lender's instructions. If at any time significant operations of the Borrowers' business are operated on or any significant Collateral is located on any premises that are not owned by a BorrowerPayment Account, then the Borrowers shall use Good Faith efforts to obtain, at the request of the Lender, attornment agreements all in form and substance reasonably satisfactory to the Lender with the owner or lessor of such premisesAgent. (cf) Each Grantor shall take all steps necessary to grant the Agent control of all electronic chattel paper in accordance with the Code and all "transferable records" as defined in the Uniform Electronic Transactions Act. (g) 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 as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC of the State of North Carolina 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. (h) Unless otherwise consented by Agent, each Grantor shall promptly after the filing of any commercial tort claim (as defined in the UCC) acquired by it, enter into a supplement to this Security Agreement, granting to Agent a Lien in such commercial tort claim. (i) From time to time, each Borrower Grantor shall, upon the LenderAgent's request, execute and deliver confirmatory written instruments pledging to the Lender Agent, for the ratable benefit of the Agent and the Lenders, the Collateral, but any Borrowerthe Grantor's failure to do so shall not affect or limit the Lender's any security interest or the Lender's any other rights of the Agent or any Lender in and to the CollateralCollateral with respect to such Grantor. So long as the Working Capital Commitment Credit Agreement is in effect or any of the and until all Obligations remain outstandinghave been fully satisfied, the LenderAgent'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). (j) [reserved].