Common use of Perfection of Security Interest and Further Assurances Clause in Contracts

Perfection of Security Interest and Further Assurances. (a) The Grantor shall, from time to time, as may be required by the Secured Party with respect to all Collateral, take all actions as may be requested by the Secured Party to perfect the security interest of the Secured Party in the Collateral, including, without limitation, with respect to all Collateral over which control may be obtained within the meaning of section 1(2) of the PPSA. The Grantor shall take all actions as may be requested from time to time by the Secured Party so that control of such Collateral is obtained and at all times held by the Secured Party. All of the foregoing shall be at the sole cost and expense of the Grantor. (b) The Grantor hereby irrevocably authorizes the Secured Party at any time and from time to time to file in any relevant jurisdiction any financing statements and financing change statements that contain the information required under the PPSA for the filing of any financing statement or financing change statement relating to the Collateral, including any financing or financing change statements or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by the Grantor hereunder, including the filing of a financing statement describing the Collateral as all present and after-acquired personal property of the Grantor, or words of similar effect. The Grantor agrees to provide all information required by the Secured Party pursuant to this Section promptly to the Secured Party upon request. (c) If any Collateral is at any time in the possession of a bailee, the Grantor with title to such Collateral shall promptly notify the Secured Party thereof and, at the Secured Party’s request and option, shall promptly obtain an acknowledgment from the bailee, in form and substance satisfactory to the Secured Party, that the bailee holds such Collateral for the benefit of the Secured Party and the bailee agrees to comply, without further consent of the Grantor, at any time with instructions of the Secured Party as to such Collateral. (d) The Grantor agrees that at any time and from time to time, at the expense of such Grantor, such Grantor will promptly execute and deliver all further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary or desirable, or that the Secured Party may reasonably request, in order to create and/or maintain the validity, perfection or priority of and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder or under any other agreement with respect to any Collateral.

Perfection of Security Interest and Further Assurances. (a) The Grantor shall, from time to time, as may be required by the Secured Party with respect to all Collateral, shall take all actions as may be requested by the Secured Party required to perfect the security interest of the Secured Party in the Collateral, including, without limitation, with respect to all Collateral over which control may be obtained within the meaning of section 1(2) sections 8-106, 9-104, 9-105, 9-106 and 9-107 of the PPSAUCC. The Grantor shall promptly take all actions as may be requested from time to time by the Secured Party so that control of such Collateral is obtained and at all times held by the Secured Party. All of the foregoing shall be at the sole cost and expense of the Grantor. (b) The Grantor hereby irrevocably authorizes the Secured Party at any time and from time to time to file in any relevant jurisdiction any financing statements and financing change statements amendments thereto that contain the information required under by Article 9 of the PPSA UCC of each applicable jurisdiction for the filing of any financing statement or financing change statement amendment relating to the Collateral, including any financing or financing change continuation statements or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by the Grantor hereunder, without the signature of the Grantor where permitted by law, including the filing of a financing statement describing the Collateral as all present and after-assets now owned or hereafter acquired personal property of by the Grantor, or words of similar effect. The Grantor agrees to provide all information required by the Secured Party pursuant to this Section promptly to the Secured Party upon request. (c) The Grantor hereby further authorizes the Secured Party to file with the United States Patent and Trademark Office and the United States Copyright Office (and any successor office and any similar office in any state of the United States or in any other country) this Agreement and other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by the Grantor hereunder, without the signature of the Grantor where permitted by law. (d) If the Grantor shall at any time hold or acquire any certificated securities, promissory notes, tangible chattel paper, negotiable documents or warehouse receipts relating to the Collateral, the Grantor shall promptly endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. (e) If the Grantor shall at any time hold or acquire a commercial tort claim, the Grantor shall promptly notify the Secured Party in a writing signed by the Grantor of the particulars thereof and grant to the Secured Party in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to the Secured Party. (f) If any Collateral is at any time in the possession of a bailee, the Grantor with title to such Collateral shall promptly notify the Secured Party thereof and, at the Secured Party’s request and option, shall promptly obtain an acknowledgment from the bailee, in form and substance satisfactory to the Secured Party, that the bailee holds such Collateral for the benefit of the Secured Party and the bailee agrees to comply, without further consent of the Grantor, at any time with instructions of the Secured Party as to such Collateral. (dg) The Grantor agrees that at any time and from time to time, at the expense of such the Grantor, such the Grantor will promptly execute and deliver all further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary or desirable, or that the Secured Party may reasonably request, in order to create and/or maintain the validity, perfection or priority of and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder or under any other agreement with respect to any Collateral.

Perfection of Security Interest and Further Assurances. (a) The Grantor Debtor shall, from time to time, as may be required by the Secured Party with respect to all Collateral, immediately take all actions as may be requested by the Secured Party to perfect the security interest of the Secured Party in the Collateral, including, without limitation, with respect to all Collateral over which control may be obtained within the meaning of section 1(2) Sections 8106, 9104, 9105, 9106 and 9107 of the PPSA. The Grantor shall UCC, as applicable, the Debtor shall, upon the request of the Secured Party, take all actions as may be requested from time to time by the Secured Party so that control of such Collateral is obtained and at all times held by the Secured Party. All of the foregoing shall be at the sole cost and expense of the GrantorDebtor. (b) The Grantor Debtor hereby irrevocably authorizes the Secured Party at any time and from time to time to file in any relevant jurisdiction any financing statements and financing change statements amendments thereto that contain the information required under by Article 9 of the PPSA UCC of each applicable jurisdiction for the filing of any financing statement or financing change statement amendment relating to the Collateral, including any financing or financing change continuation statements or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by the Grantor Debtor hereunder, without the signature of the Debtor where permitted by law, including the filing of a financing statement describing the Collateral as all present and after-assets now owned or hereafter acquired personal property of by the GrantorDebtor, or words of similar effect. The Grantor agrees to Debtor shall provide all information required by the Secured Party pursuant to this Section 4(b) promptly to the Secured Party upon request. (c) If the Debtor at any time holds or acquires any certificated securities, promissory notes, tangible chattel paper, negotiable documents or warehouse receipts relating to the Collateral, the Debtor shall endorse, assign and deliver those documents or instruments to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. (d) If any Collateral is at any time in the possession of a bailee, the Grantor with title to such Collateral Debtor shall promptly notify the Secured Party thereof and, at the Secured Party’s request and option, shall promptly obtain an acknowledgment from the bailee, in form and substance satisfactory to the Secured Party, that the bailee holds such that Collateral for the benefit of the Secured Party and the bailee agrees to comply, without further consent of the GrantorDebtor, at any time with instructions of the Secured Party as to such that Collateral. (de) The Grantor agrees that Debtor shall, at any time and from time to time, at the expense of such Grantorthe Debtor, such Grantor will promptly execute and deliver all further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary or desirable, or that the Secured Party may reasonably request, in order to create and/or maintain the validity, perfection or priority of perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder or under any other agreement with respect to any Collateral.

Perfection of Security Interest and Further Assurances. (a) The Grantor shall, from time to time, as may be required by the Secured Party with respect to all Collateral, promptly take all actions as may be requested by the Secured Party to perfect the security interest of the Secured Party in the Collateral, including, without limitation, with respect to all Collateral over which control may be obtained within the meaning of section 1(2) sections 8-106, 9-104, 9-105, 9-106 and 9-107 of the PPSA. The UCC, as applicable, the Grantor shall promptly take all actions as may be requested from time to time by the Secured Party so that control of such Collateral is obtained and at all times held by the Secured Party. All of the foregoing shall be at the sole cost and expense of the Grantor. (b) The Grantor hereby irrevocably authorizes the Secured Party at any time and from time to time to file in any relevant jurisdiction any financing statements and financing change statements amendments thereto that contain the information required under by Article 9 of the PPSA UCC of each applicable jurisdiction for the filing of any financing statement or financing change statement amendment relating to the Collateral, including any financing or financing change continuation statements or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by the Grantor hereunder, without the signature of the Grantor where permitted by law, including the filing of a financing statement describing the Collateral as all present and after-assets now owned or hereafter acquired personal property of by the Grantor, or words of similar effect. The Grantor agrees to provide all information required by the Secured Party pursuant to this Section promptly to the Secured Party upon request. (c) If any Collateral is at any time in the possession of a bailee, the Grantor with title to such Collateral shall promptly notify the Secured Party thereof and, at the Secured Party’s request and option, shall promptly obtain an acknowledgment from the bailee, in form and substance satisfactory to the Secured Party, that the bailee holds such Collateral for the benefit of the Secured Party and the bailee agrees to comply, without further consent of the Grantor, at any time with instructions of the Secured Party as to such Collateral. (d) The Grantor agrees that at any time and from time to time, at the expense of such the Grantor, such the Grantor will promptly execute and deliver all further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary or desirable, or that the Secured Party may reasonably request, in order to create and/or maintain the validity, perfection or priority of and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder or under any other agreement with respect to any Collateral.

Perfection of Security Interest and Further Assurances. (a) The Each Grantor shall, from time to time, as may be required or requested by the Secured Party with respect to all Collateral, take all actions as may be requested by the Secured Party necessary to perfect the security interest of the Secured Party in the Collateral, including, without limitation, with respect to all Collateral over which control may be obtained within the meaning of section 1(2) sections 8-106, 9-104, 9- 105, 9-106 and 9-107 of the PPSAUCC, section 201 of the federal Electronic Signatures in Global and National Commerce Act and section 16 of the Uniform Electronic Transactions Act, as applicable. The Grantor shall take all actions as may be required or requested from time to time by the Secured Party so that control of such Collateral is obtained and at all times held by the Secured Party. All of the foregoing shall be at the sole cost and expense of the GrantorGrantors. (b) The Each Grantor hereby irrevocably authorizes authorizes, but does not obligate, the Secured Party at any time and from time to time to file in any relevant jurisdiction any financing statements and financing change statements amendments thereto that contain the information required under by Article 9 of the PPSA UCC of each applicable jurisdiction for the filing of any financing statement or financing change statement amendment relating to the Collateral, including any financing or financing change continuation statements or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by the such Grantor hereunder, without the signature of such Grantor where permitted by law, including the filing of a financing statement describing the Collateral as all present and after-assets now owned or hereafter acquired personal property of the by such Grantor, or words of similar effect. The Each Grantor agrees to provide all information required by the Secured Party pursuant to this Section promptly to the Secured Party upon request. (c) If any Collateral is at any time in the possession of a bailee, the Grantor with title to such Collateral shall promptly notify the Secured Party thereof and, at the Secured Party’s request and option, shall promptly obtain an acknowledgment from the bailee, in form and substance satisfactory to the Secured Party, that the bailee holds such Collateral for the benefit of the Secured Party and the bailee agrees to comply, without further consent of the Grantor, at any time with instructions of the Secured Party as to such Collateral. (d) The Each Grantor agrees that at any time and from time to time, at the expense of such Grantor, such Grantor will promptly execute and deliver all further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary or desirable, or that the Secured Party may reasonably request, in order to create and/or maintain the validity, perfection or priority of and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder or under any other agreement with respect to any Collateral.

Perfection of Security Interest and Further Assurances. (a) The Each Grantor shall, from time to time, as may be required or requested by the Secured Party with respect to all Collateral, take all actions as may be requested by the Secured Party necessary to perfect the security interest of the Secured Party in the Collateral, including, without limitation, with respect to all Collateral over which control may be obtained within the meaning of section 1(2) sections 8-106, 9-104, 9-105, 9-106 and 9-107 of the PPSAUCC, section 201 of the federal Electronic Signatures in Global and National Commerce Act and section 16 of the Uniform Electronic Transactions Act, as applicable. The Grantor shall take all actions as may be required or requested from time to time by the Secured Party so that control of such Collateral is obtained and at all times held by the Secured Party. All of the foregoing shall be at the sole cost and expense of the GrantorGrantors. (b) The Each Grantor hereby irrevocably authorizes authorizes, but does not obligate, the Secured Party at any time and from time to time to file in any relevant jurisdiction any financing statements and financing change statements amendments thereto that contain the information required under by Article 9 of the PPSA UCC of each applicable jurisdiction for the filing of any financing statement or financing change statement amendment relating to the Collateral, including any financing or financing change continuation statements or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by the such Grantor hereunder, without the signature of such Grantor where permitted by law, including the filing of a financing statement describing the Collateral as all present and after-assets now owned or hereafter acquired personal property of the by such Grantor, or words of similar effect. The Each Grantor agrees to provide all information required by the Secured Party pursuant to this Section promptly to the Secured Party upon request. (c) If any Collateral is at any time in the possession of a bailee, the Grantor with title to such Collateral shall promptly notify the Secured Party thereof and, at the Secured Party’s request and option, shall promptly obtain an acknowledgment from the bailee, in form and substance satisfactory to the Secured Party, that the bailee holds such Collateral for the benefit of the Secured Party and the bailee agrees to comply, without further consent of the Grantor, at any time with instructions of the Secured Party as to such Collateral. (d) The Each Grantor agrees that at any time and from time to time, at the expense of such Grantor, such Grantor will promptly execute and deliver all further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary or desirable, or that the Secured Party may reasonably request, in order to create and/or maintain the validity, perfection or priority of and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder or under any other agreement with respect to any Collateral.

Perfection of Security Interest and Further Assurances. (a) The Grantor shall, from time to time, as may be required by the Secured Party with respect to all Collateral, immediately take all actions as may be requested by the Secured Party to perfect the security interest of the Secured Party in the Collateral, including, without limitation, with respect to all Collateral over which control may be obtained within the meaning of section 1(2) sections 8-106, 9-104, 9-105, 9-106 and 9-107 of the PPSA. The UCC, section 201 of the federal Electronic Signatures in Global and National Commerce Act and, as the case may be, section 16 of the Uniform Electronic Transactions Act, as applicable, the Grantor shall immediately take all actions as may be requested from time to time by the Secured Party so that control of such Collateral is obtained and at all times held by the Secured Party. All of the foregoing shall be at the sole cost and expense of the Grantor. (b) The Grantor hereby irrevocably authorizes the Secured Party at any time and from time to time to file in any relevant jurisdiction any financing statements and financing change statements amendments thereto that contain the information required under by Article 9 of the PPSA UCC of each applicable jurisdiction for the filing of any financing statement or financing change statement amendment relating to the Collateral, including any financing or financing change continuation statements or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by the Grantor hereunder, without the signature of the Grantor where permitted by law, including the filing of a financing statement describing the Collateral as all present and after-assets now owned or hereafter acquired personal property of by the Grantor, or words of similar effect. The Grantor agrees to provide all information required by the Secured Party pursuant to this Section promptly to the Secured Party upon request. (c) If any Collateral is at any time in the possession of a bailee, the Grantor with title to such Collateral shall promptly notify the Secured Party thereof and, at the Secured Party’s request and option, shall promptly obtain an acknowledgment from the bailee, in form and substance satisfactory to the Secured Party, that the bailee holds such Collateral for the benefit of the Secured Party and the bailee agrees to comply, without further consent of the Grantor, at any time with instructions of the Secured Party as to such Collateral. (d) The Grantor agrees that at any time and from time to time, at the expense of such the Grantor, such the Grantor will promptly execute and deliver all further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary or desirable, or that the Secured Party may reasonably request, in order to create and/or maintain the validity, perfection or priority of and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder or under any other agreement with respect to any Collateral.

Perfection of Security Interest and Further Assurances. (a) The Grantor shall, from time to time, as may be required by the Secured Party with respect to all Collateral, take all actions as may be requested by the Secured Party to perfect the security interest of the Secured Party in the Collateral, including, without limitation, with respect to all Collateral over which control may be obtained within the meaning of section 1(2) sections 8-106, 9-104, 9-105, 9-106 and 9-107 of the PPSA. The UCC, section 201 of the federal Electronic Signatures in Global and National Commerce Act and, as the case may be, section 16 of the Uniform Electronic Transactions Act, as applicable, the Grantor shall take all actions as may be requested from time to time by the Secured Party so that control of such Collateral is obtained and at all times held by the Secured Party. All of the foregoing shall be at the sole cost and expense of the Grantor. (b) The Grantor hereby irrevocably authorizes the Secured Party at any time and from time to time to file in any relevant jurisdiction any financing statements and financing change statements amendments thereto that contain the information required under by Article 9 of the PPSA UCC of each applicable jurisdiction for the filing of any financing statement or financing change statement amendment relating to the Collateral, including any financing or financing change continuation statements or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by the Grantor hereunder, without the signature of the Grantor where permitted by law, including the filing of a financing statement describing the Collateral as all present and after-assets now owned or hereafter acquired personal property of by the Grantor, or words of similar effect. The Grantor agrees to provide all information required by the Secured Party pursuant to this Section promptly to the Secured Party upon request. (c) If the Grantor shall at any time hold or acquire any certificated securities, promissory notes, tangible chattel paper, negotiable documents or warehouse receipts relating to the Collateral, the Grantor shall immediately endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. (d) If the Grantor shall at any time hold or acquire any uncertificated securities relating to the Collateral, the Grantor shall immediately cause the issuer thereof either (a) to register the Secured Party as the registered owner of such securities or (b) to agree in an authenticated record with the Grantor and the Secured Party that such issuer will comply with instructions with respect to such securities originated by the Secured Party without further consent of the Grantor, such authenticated record to be substantially in the form of Exhibit A attached hereto. (e) If any Collateral is at any time in the possession of a bailee, the Grantor with title to such Collateral shall promptly notify the Secured Party thereof and, at the Secured Party’s 's request and option, shall promptly obtain an acknowledgment from the bailee, in form and substance satisfactory to the Secured Party, that the bailee holds such Collateral for the benefit of the Secured Party and the bailee agrees to comply, without further consent of the Grantor, at any time with instructions of the Secured Party as to such Collateral. (df) The Grantor agrees that at any time and from time to time, at the expense of such the Grantor, such the Grantor will promptly execute and deliver all further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary or desirable, or that the Secured Party may reasonably request, in order to create and/or maintain the validity, perfection or priority of and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder or under any other agreement with respect to any Collateral.

Perfection of Security Interest and Further Assurances. (a) The Grantor shall, from time to time, as may be required by the Secured Party with respect to all Collateral, promptly take all actions as may be requested by the Secured Party or any Noteholder to perfect the security interest of the Secured Party in the Collateral, including, without limitation, with respect to all Collateral over which control may be obtained within the meaning of section 1(2) sections 8-106, 9-104, 9-105, 9-106 and 9-107 of the PPSA. The UCC, as applicable, the Grantor shall promptly take all actions as may be requested from time to time by the Secured Party or any Noteholder so that control of such Collateral is obtained and at all times held by the Secured Party. All of the foregoing shall be at the sole cost and expense of the Grantor. (b) The Grantor hereby irrevocably authorizes the Secured Party at any time and from time to time to file in any relevant jurisdiction any financing statements and financing change statements amendments thereto that contain the information required under by Article 9 of the PPSA UCC of each applicable jurisdiction for the filing of any financing statement or financing change statement amendment relating to the Collateral, including any financing or financing change continuation statements or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by the Grantor hereunder, without the signature of the Grantor where permitted by law, including the filing of a financing statement describing the Collateral as all present and after-assets now owned or hereafter acquired personal property of by the Grantor, or words of similar effect. The Grantor agrees to provide all information required by the Secured Party or any Noteholder pursuant to this Section promptly to the Secured Party or such Noteholder, as the case may be, upon request. (c) If any Collateral is the Grantor shall at any time in hold or acquire any certificated securities, promissory notes, tangible chattel paper, negotiable documents or warehouse receipts relating to the possession of a baileeCollateral, the Grantor with title to such Collateral shall promptly notify endorse, assign and deliver the Secured Party thereof and, at the Secured Party’s request and option, shall promptly obtain an acknowledgment from the bailee, in form and substance satisfactory same to the Secured Party, that the bailee holds accompanied by such Collateral for the benefit instruments of transfer or assignment duly executed in blank as the Secured Party and the bailee agrees may from time to comply, without further consent of the Grantor, at any time with instructions of the Secured Party as to such Collateralspecify. (d) The Grantor agrees that at any time and from time to time, at the expense of such the Grantor, such the Grantor will promptly execute and deliver all further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary or desirable, or that the Secured Party or any Noteholder may reasonably request, in order to create and/or maintain the validity, perfection or priority of and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder or under any other agreement with respect to any Collateral.

Perfection of Security Interest and Further Assurances. (a) The Each Grantor shall, from time to time, as may be required or requested by the Secured Party with respect to all Collateral, take all actions as may be requested by the Secured Party necessary to perfect the security interest of the Secured Party in the Collateral, including, without limitation, with respect to all Collateral over which control may be obtained within the meaning of section 1(2) sections 8-106, 9-104, 9105, 9-106 and 9-107 of the PPSAUCC, section 201 of the federal Electronic Signatures in Global and National Commerce Act and section 16 of the Uniform Electronic Transactions Act, as applicable. The Grantor shall take all actions as may be required or requested from time to time by the Secured Party so that control of such Collateral is obtained and at all times held by the Secured Party. All of the foregoing shall be at the sole cost and expense of the GrantorGrantors. (b) The Each Grantor hereby irrevocably authorizes authorizes, but does not obligate, the Secured Party at any time and from time to time to file in any relevant jurisdiction any financing statements and financing change statements amendments thereto that contain the information required under by Article 9 of the PPSA UCC of each applicable jurisdiction for the filing of any financing statement or financing change statement amendment relating to the Collateral, including any financing or financing change continuation statements or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by the such Grantor hereunder, without the signature of such Grantor where permitted by law, including the filing of a financing statement describing the Collateral as all present and after-assets now owned or hereafter acquired personal property of the by such Grantor, or words of similar effect. The Each Grantor agrees to provide all information required by the Secured Party pursuant to this Section promptly to the Secured Party upon request. (cd) If any Collateral is at any time in the possession of a bailee, the Grantor with title to such Collateral shall promptly notify the Secured Party thereof and, at the Secured Party’s request and option, shall promptly obtain an acknowledgment from the bailee, in form and substance satisfactory to the Secured Party, that the bailee holds such Collateral for the benefit of the Secured Party and the bailee agrees to comply, without further consent of the Grantor, at any time with instructions of the Secured Party as to such Collateral. (de) The Each Grantor agrees that at any time and from time to time, at the expense of such Grantor, such Grantor will promptly execute and deliver all further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary or desirable, or that the Secured Party may reasonably request, in order to create and/or maintain the validity, perfection or priority of and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder or under any other agreement with respect to any Collateral.

Perfection of Security Interest and Further Assurances. (a) The Grantor shall, from time to time, as may be reasonably required by the Secured Party Collateral Agent with respect to all or any portion of the Collateral, take all actions as may be requested by the Secured Party to perfect the security interest of the Collateral Agent, for the benefit of the Secured Party Parties, in the Collateral, including, without limitation, with respect to all Collateral over which control may be obtained within the meaning of section 1(2) sections 8-106, 9-104, 9-105, 9-106 and 9-107 of the PPSA. The UCC, as applicable, the Grantor shall take all actions as may be reasonably requested from time to time by the Secured Party Collateral Agent so that control of such Collateral is obtained and at all times held by the Secured PartyCollateral Agent. All of the foregoing shall be at the sole cost and expense of the Grantor. In furtherance of the foregoing, but subject to the terms of the License Agreement and the applicable provisions of the UCC (including, without limitation, Sections 9‑406, 9‑407, 9‑408 and 9‑409 of the UCC), the Grantor hereby collaterally assigns and transfers to the Collateral Agent all of its rights and remedies under the License Agreement. (b) The Grantor hereby irrevocably authorizes the Secured Party Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements and financing change statements amendments thereto that contain the information required under by Article 9 of the PPSA UCC of each applicable jurisdiction for the filing of any financing statement or financing change statement amendment relating to the Collateral, including any financing or financing change continuation statements or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by the Grantor hereunder, without the signature of the Grantor where permitted by law, including the filing of a financing statement describing the Collateral as “all present and after-assets now owned or hereafter acquired personal property of by the Grantor, ,” or words of similar effect. The Grantor agrees to provide all information required by the Secured Party Collateral Agent pursuant to this Section promptly to the Secured Party Collateral Agent upon request. (c) The Grantor hereby further authorizes the Collateral Agent to file with the United States Patent and Trademark Office and the United States Copyright Office (and any successor office and any similar office in any state of the United States or in any other country) this Agreement and other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by the Grantor hereunder, without the signature of the Grantor where permitted by law, and upon request of Collateral Agent, Grantor shall promptly execute and deliver such patent, trademark and/or copyright security agreements as may be deemed necessary by Collateral Agent in its discretion to evidence the liens granted hereby in the United States Patent and Trademark Office and the United States Copyright Office. (d) If any Collateral is the Grantor shall at any time in hold or acquire any certificated securities promissory notes, tangible chattel paper, negotiable documents or warehouse receipts relating to the possession of a baileeCollateral, the Grantor with title shall endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time specify. (e) If the Grantor shall promptly at any time hold or acquire a commercial tort claim, the Grantor shall (i) notify the Secured Party Collateral Agent in a writing signed by the Grantor of the particulars thereof andand grant to the Collateral Agent in such writing a security interest therein and in the proceeds thereof, at all upon the Secured Party’s request and optionterms of this Agreement, shall promptly obtain an acknowledgment from the bailee, with such writing to be in form and substance satisfactory to the Secured Party, that Collateral Agent and (ii) deliver to the bailee holds such Collateral for the benefit of the Secured Party and the bailee agrees to comply, without further consent of the Grantor, at any time with instructions of the Secured Party as to such Collateral.Agent an updated Schedule I. (df) The Grantor agrees that at any time and from time to time, at the expense of such the Grantor, such the Grantor will promptly execute and deliver all further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary or desirable, or that the Secured Party Collateral Agent may reasonably request, in order to create and/or maintain the validity, perfection or priority of and protect any security interest granted or purported to be granted hereby or to enable the Secured Party Collateral Agent to exercise and enforce its rights and remedies hereunder or under any other agreement with respect to any Collateral.

Perfection of Security Interest and Further Assurances. (a) The Grantor shall, from time to time, as may be required by the Secured Party with respect to all Collateral, immediately take all actions as may be requested by the Secured Party to perfect the security interest of the Secured Party in the Collateral, including, without limitation, with respect to all Collateral over which control “control” may be obtained within the meaning of section 1(2) Sections 8-106, 9-105, 9-106 and 9-107 of the PPSA. The UCC, Grantor shall immediately take all actions as may be reasonably requested from time to time by the Secured Party so that control of such Collateral is obtained and at all times held by the Secured Party. All of the foregoing shall be at the sole cost and expense of the Grantor. (b) The Grantor hereby irrevocably authorizes the Secured Party at any time and from time to time to file in any relevant jurisdiction any financing statements and financing change statements amendments thereto that contain the information required under by Article 9 of the PPSA UCC of each applicable jurisdiction for the filing of any financing statement or financing change statement amendment relating to the Collateral, including any financing or financing change continuation statements or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by the Grantor hereunder, without the signature of Grantor where permitted by law, including the filing of a financing statement describing the Collateral as all present and after-assets now owned or hereafter acquired personal property of the by Grantor, or words of similar effect. The Grantor agrees to provide all information required by the Secured Party pursuant to this Section 4(b) promptly to the Secured Party upon request. (c) If Grantor shall at any time hold or acquire any certificated securities, promissory notes, tangible chattel paper, negotiable documents or warehouse receipts relating to the Collateral, Grantor shall immediately endorse, assign and deliver the same to Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as Secured Party may from time to time specify. (d) If Grantor shall at any time hold or acquire a commercial tort claim, Grantor shall (i) immediately notify Secured Party in a writing signed by Grantor of the particulars thereof and grant to Secured Party in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Secured Party and (ii) deliver to Secured Party an updated Schedule 1. (e) If any Collateral is at any time in the possession of a bailee, the Grantor with title to such Collateral shall promptly notify the Secured Party thereof and, at the Secured Party’s request and option, shall promptly obtain an acknowledgment from the bailee, in form and substance satisfactory to the Secured Party, that the bailee holds such Collateral for the benefit of the Secured Party and the bailee agrees to comply, without further consent of the Grantor, at any time with instructions of the Secured Party as to such Collateral. (df) The Grantor agrees that at any time and from time to time, at the expense of such Grantor, such Grantor will to promptly execute and deliver all further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary or desirable, or that the Secured Party may reasonably request, in order to create and/or maintain the validity, perfection or priority of perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder or under any other agreement with respect to any Collateral.

Perfection of Security Interest and Further Assurances. (a) The Grantor shall, from time to time, as may be required by the Secured Party Lender with respect to all Collateral, take all actions as may be requested by the Secured Party Lender to perfect the security interest of the Secured Party Lender in the Collateral, including, without limitation, with respect to all Collateral over which control may be obtained within the meaning of section 1(2) of the PPSA. The Grantor shall take all actions as may be requested from time to time by the Secured Party so that control of such Collateral is obtained and at all times held by the Secured Party. All of the foregoing shall be at the sole cost and expense of the Grantor. Without limiting the foregoing, the Grantor shall deliver to Lender the original certificates of title and shall execute all documentation requested by Lxxxxx to reflect Lxxxxx’s security interest on titled vehicles and vessels. (b) The Grantor hereby irrevocably authorizes the Secured Party Lender at any time and from time to time to file in any relevant jurisdiction any financing statements and financing change statements amendments thereto that contain the information required under by Article 9 of the PPSA UCC of each applicable jurisdiction for the filing of any financing statement or financing change statement amendment relating to the Collateral, including any financing or financing change statements or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by the Grantor hereunder, including the filing of a financing statement describing the Collateral as all present and after-acquired personal property of the Grantor, or words of similar effect. The Grantor agrees to provide all information required by the Secured Party Lender pursuant to this Section promptly to the Secured Party Lender upon request. (c) If the Grantor shall at any time hold or acquire a commercial tort claim, the Grantor shall (i) timely notify the Lender in a writing signed by the Grantor of the particulars thereof and grant to the Lender in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to the Lender and (ii) deliver to the Lender an updated Schedule 1. (d) If any Collateral is at any time in the possession of a bailee, the Grantor with title to such Collateral shall promptly notify the Secured Party Lender thereof and, at the Secured PartyLender’s request and option, shall promptly obtain an acknowledgment from the bailee, in form and substance satisfactory to the Secured PartyLender, that the bailee holds such Collateral for the benefit of the Secured Party Lender and the bailee agrees to comply, without further consent of the Grantor, at any time with instructions of the Secured Party Lender as to such Collateral. (de) The Grantor agrees that at any time and from time to time, at the expense of such the Grantor, such the Grantor will promptly execute and deliver all further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary or desirable, or that the Secured Party Lender may reasonably request, in order to create and/or maintain the validity, perfection or priority of and protect any security interest granted or purported to be granted hereby or to enable the Secured Party Lender to exercise and enforce its rights and remedies hereunder or under any other agreement with respect to any Collateral.

Perfection of Security Interest and Further Assurances. (a) The Grantor shall, from time to time, as may be required by the Secured Party with respect to all Collateral, immediately take all actions as may be requested by the Secured Party to perfect the security interest of the Secured Party in the Collateral, including, without limitation, with respect to all Collateral over which control may be obtained within the meaning of section 1(2) sections 8-106, 9-104, 9-105, 9-106 and 9-107 of the PPSA. The UCC, section 201 of the federal Electronic Signatures in Global and National Commerce Act and, as the case may be, section 16 of the Uniform Electronic Transactions Act, as applicable, the Grantor shall immediately take all actions as may be requested from time to time by the Secured Party so that control of such Collateral is obtained and at all times held by the Secured Party. All of the foregoing shall be at the sole cost and expense of the Grantor. The Grantor shall ensure that the Royalty Account and any successor thereto is at all times subject to the Royalty Account Control Agreement and that any other Deposit Accounts of the Grantor are at all times subject to a Deposit Account Control Agreement. (b) The Grantor hereby irrevocably authorizes the Secured Party at any time and from time to time to file in any relevant jurisdiction any financing statements and financing change statements amendments thereto that contain the information required under by Article 9 of the PPSA UCC of each applicable jurisdiction for the filing of any financing statement or financing change statement amendment relating to the Collateral, including any financing or financing change continuation statements or other documents for the purpose ActiveUS 172437211v.1 of perfecting, confirming, continuing, enforcing or protecting the security interest granted by the Grantor hereunder, without the signature of the Grantor where permitted by law, including the filing of a financing statement describing the Collateral as all present and after-assets now owned or hereafter acquired personal property of by the Grantor, or words of similar effect. The Grantor agrees to provide all information required by the Secured Party pursuant to this Section promptly to the Secured Party upon request. (c) The Grantor hereby further authorizes the Secured Party to file with the United States Patent and Trademark Office and the United States Copyright Office (and any successor office and any similar office in any state of the United States or in any other country) this Agreement and other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by the Grantor hereunder, without the signature of the Grantor where permitted by law. (d) If the Grantor shall at any time hold or acquire any certificated securities, promissory notes, tangible chattel paper, negotiable documents or warehouse receipts relating to the Collateral, the Grantor shall immediately endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. (e) If the Grantor shall at any time hold or acquire a Commercial Tort Claim, the Grantor shall (i) immediately notify the Secured Party in a writing signed by the Grantor of the particulars thereof and grant to the Secured Party in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to the Secured Party and (ii) deliver to the Secured Party an updated Schedule 1. (f) If any Collateral is at any time in the possession of a bailee, the Grantor with title to such Collateral shall promptly notify the Secured Party thereof and, at the Secured Party’s 's request and option, shall promptly obtain an acknowledgment from the bailee, in form and substance satisfactory to the Secured Party, that the bailee holds such Collateral for the benefit of the Secured Party and the bailee agrees to comply, without further consent of the Grantor, at any time with instructions of the Secured Party as to such Collateral. (dg) The Grantor agrees that at any time and from time to time, at the expense of such the Grantor, such the Grantor will promptly execute and deliver all further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary or desirable, or that the Secured Party may reasonably request, in order to create and/or maintain the validity, perfection or priority of and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder or under any other agreement with respect to any Collateral.

Perfection of Security Interest and Further Assurances. (a) The Grantor shall, from time to time, as may be required by the Secured Party with respect to all Collateral, shall take all actions as may be requested by the Secured Party required to perfect the security interest of the Secured Party in the Collateral, including, without limitation, with respect to all Collateral over which control may be obtained within the meaning of section 1(2) sections 8-106, 9-104, 9-105, 9-106 and 9-107 of the PPSAUCC. The Grantor shall promptly take all actions as may be requested from time to time by the Secured Party so that control of such Collateral is obtained and at all times held by the Secured Party. All of the foregoing shall be at the sole cost and expense of the Grantor. (b) The Grantor hereby irrevocably authorizes the Secured Party at any time and from time to time to file in any relevant jurisdiction any financing statements and financing change statements amendments thereto that contain the information required under by Article 9 of the PPSA UCC of each applicable jurisdiction for the filing of any financing statement or financing change statement amendment relating to the Collateral, including any financing or financing change continuation statements or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by the Grantor hereunder, without the signature of the Grantor where permitted by law, including the filing of a financing statement describing the Collateral as all present and after-assets now owned or hereafter acquired personal property of by the Grantor, or words of similar effect. The Grantor agrees to provide all information required by the Secured Party pursuant to this Section promptly to the Secured Party upon request. (c) If any Collateral is at any time in the possession of a bailee, the Grantor with title to such Collateral shall promptly notify the Secured Party thereof and, at the Secured Party’s request and option, shall promptly obtain an acknowledgment from the bailee, in form and substance satisfactory to the Secured Party, that the bailee holds such Collateral for the benefit of the Secured Party and the bailee agrees to comply, without further consent of the Grantor, at any time with instructions of the Secured Party as to such Collateral. (d) The Grantor agrees that at any time and from time to time, at the expense of such the Grantor, such the Grantor will promptly execute and deliver all further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary or desirable, or that the Secured Party may reasonably request, in order to create and/or maintain the validity, perfection or priority of and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder or under any other agreement with respect to any Collateral.

Perfection of Security Interest and Further Assurances. (a) The Grantor shall, from time to time, as may be required by the Secured Party Parties with respect to all Collateral, take all actions as may be requested by the Secured Party Purchaser to perfect the security interest of the Secured Party in the Collateral, including, without limitation, with respect to all Collateral over which control may be obtained within the meaning of the PPSA, section 1(2) 201 of the PPSAfederal Electronic Signatures in Global and National Commerce Act and, as the case may be, section 16 of the Uniform Electronic Transactions Act, as applicable. The Grantor shall take all actions as may be requested from time to time by the Secured Party so that control of such Collateral is obtained and at all times held by the Secured Party, for its benefit. All of the foregoing shall be at the sole cost and expense of the Grantor. (b) The Grantor hereby irrevocably authorizes the Secured Party at any time and from time to time to file in any relevant jurisdiction any financing statements and financing change statements amendments thereto that contain the information required under by the PPSA of each applicable jurisdiction for the filing of any financing statement or financing change statement amendment relating to the Collateral, including any financing or financing change continuation statements or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by the Grantor hereunder, without the signature of the Grantor where permitted by law, including the filing of a financing statement describing the Collateral as all present and after-assets now owned or hereafter acquired personal property of by the Grantor, or words of similar effect. The Grantor agrees to provide all information required by the Secured Party pursuant to this Section promptly to the Secured Party upon requestParty. (c) If The Grantor hereby further authorizes the Secured Party to file with the United States Patent and Trademark Office and the United States Copyright Office (and any successor office and any similar office in any state of the United States or in any other country) this Agreement and other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by the Grantor hereunder, without the signature of the Grantor where permitted by law. (d) Subject to the requirements of anyone who holds a Permitted Lien as those requirements relate to the security granted under the Permitted Lien, if the Grantor shall at any time hold or acquire any certificated securities, Promissory Notes, tangible Chattel Paper, negotiable documents or warehouse receipts relating to the Collateral, the Grantor shall indorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. (e) Subject to the requirements of anyone who holds a Permitted Lien as those requirements relate to the security granted under the Permitted Lien, if any Collateral is at any time in the possession of a bailee, the Grantor with title to such Collateral shall promptly notify the Secured Party thereof and, at the Secured Party’s its request and option, shall promptly obtain an acknowledgment from the bailee, in form and substance satisfactory to the Secured Party, that the bailee holds such Collateral for the benefit of the Secured Party and the bailee agrees to comply, without further consent of the Grantor, at any time with instructions of the Secured Party as to such Collateral. (df) The Grantor agrees that at any time and from time to time, at the expense of such the Grantor, such the Grantor will promptly execute and deliver all further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary or desirable, or that the Secured Party may reasonably request, in order to create and/or maintain the validity, perfection or priority of perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder hereunder, for its benefit, or under any other agreement with respect to any Collateral.

Perfection of Security Interest and Further Assurances. (a) The Grantor shallwill, from time to time, as may be required by the Secured Party with respect to all Collateral, take all actions as may be requested by the Secured Party to perfect the security interest of the Secured Party in the Collateral, including, without limitation, with respect to all Collateral over which control may be obtained within the meaning of section 1(2) sections 8-106, 9-104, 9-105, 9-106, and 9-107 of the PPSA. The UCC, as applicable, Grantor shall will take all actions as may be requested from time to time by the Secured Party so that control of such Collateral is obtained and at all times held by the Secured Party. All of the foregoing shall will be at the sole cost and expense of the Grantor. (b) The Grantor hereby irrevocably authorizes the Secured Party at any time and from time to time to file in any relevant jurisdiction any financing statements and financing change statements amendments thereto that contain the information required under by Article 9 of the PPSA UCC of each applicable jurisdiction for the filing of any financing statement or financing change statement amendment relating to the Collateral, including any financing or financing change continuation statements or other documents for the purpose of perfecting, confirming, continuing, enforcing enforcing, or protecting the security interest granted by the Grantor hereunder, without the signature of Grantor where permitted by law, including the filing of a financing statement describing the Collateral as all present and after-assets now owned or hereafter acquired personal property of the by Grantor, or words of similar effect. The Grantor agrees to provide all information required by the Secured Party pursuant to this Section section promptly to the Secured Party upon request. (c) If Grantor at any time holds or acquires any certificated securities, promissory notes, tangible chattel paper, negotiable documents, or warehouse receipts relating to the Collateral, Grantor will endorse, assign and deliver the same to Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as Secured Party may from time to time specify. (d) If any Collateral is at any time in the possession of a bailee, the Grantor with title to such Collateral shall will promptly notify the Secured Party thereof and, at the Secured Party’s request and option, shall will promptly obtain an acknowledgment from the bailee, in form and substance satisfactory to the Secured Party, that the bailee holds such Collateral for the benefit of the Secured Party and the bailee agrees to comply, without further consent of the Grantor, at any time with instructions of the Secured Party as to such Collateral. (de) The Grantor agrees that at any time and from time to time, at the expense of such Grantor, such Grantor will promptly execute and deliver all further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary or desirable, or that the Secured Party may reasonably request, in order to create and/or maintain the validity, perfection or priority of and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder or under any other agreement with respect to any Collateral. (f) Secured Party agrees that, unless an Event of Default has occurred and is continuing, Grantor may, to the extent Grantor has such right, vote and give consents, ratifications, and waivers with respect to its interest in PBP Productions, except to the extent that, in Secured Party’s reasonable judgment, any such vote, consent, ratification, or waiver would detract from the value thereof as Collateral or which could be inconsistent with or result in any violation of any provision of this Agreement. (g) Secured Party agrees that Grantor may, unless an Event of Default has occurred and is continuing, receive and retain all dividends and other distributions with respect to its interest in PBP Productions.

Perfection of Security Interest and Further Assurances. (a) The Grantor Debtors shall, from time to time, as may be required by the Secured Party with respect to all Collateral, immediately take all actions as may be reasonably requested by the Secured Party to perfect the security interest of the Secured Party in the Collateral, including, without limitation, with respect to all Collateral over which control may be obtained within the meaning of section 1(2) of the PPSA. The Grantor shall take all actions as may be requested from time to time by the Secured Party so that control of such Collateral is obtained and at all times held by the Secured Party. All of the foregoing shall be at the sole cost and expense of the Grantor. (b) The Grantor Debtors hereby irrevocably authorizes authorize the Secured Party at any time and from time to time to file in any relevant jurisdiction any financing statements and financing change statements amendments thereto that contain the information required under by Article 9 of the PPSA UCC of each applicable jurisdiction for the filing of any financing statement or financing change statement amendment relating to the Collateral, including any financing or financing change continuation statements or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by the Grantor Debtors hereunder, without the signature of the Debtors where permitted by law, including the filing of a financing statement describing the Collateral as all present and after-assets now owned or hereafter acquired personal property of by the GrantorDebtors, or words of similar effect. The Grantor agrees Debtors agree to provide all information required by the Secured Party pursuant to this Section promptly to the Secured Party upon request. (c) The Debtors hereby further authorize the Secured Party to file with the United States Patent and Trademark Office and the United States Copyright Office (and any successor office and any similar office in any state of the United States or in any other country) this Agreement and other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by the Debtors hereunder, without the signature of the Debtors where permitted by law. (d) If any Collateral is the Debtors shall at any time in hold or acquire any certificated securities, promissory notes, tangible chattel paper, negotiable documents or warehouse receipts relating to the possession of a baileeCollateral, the Grantor with title to such Collateral Debtors shall promptly notify immediately endorse, assign and deliver the Secured Party thereof and, at the Secured Party’s request and option, shall promptly obtain an acknowledgment from the bailee, in form and substance satisfactory same to the Secured Party, that the bailee holds accompanied by such Collateral for the benefit instruments of transfer or assignment duly executed in blank as the Secured Party and the bailee agrees may from time to comply, without further consent of the Grantor, at any time with instructions of the Secured Party as to such Collateralspecify. (de) The Grantor agrees Debtors agree that at any time and from time to time, at the expense of such Grantorthe Debtors, such Grantor the Debtors will promptly execute and deliver all further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary or desirable, or that the Secured Party may reasonably request, in order to create and/or maintain the validity, perfection or priority of and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder or under any other agreement with respect to any Collateral.

Perfection of Security Interest and Further Assurances. (a) The Grantor Borrower shall, from time to time, as may be required by the Secured Party Lender with respect to all Collateral, promptly take all actions as may be reasonably requested by the Secured Party Lender to perfect the security interest Lien of the Secured Party Lender in the Collateral, including, without limitation, with respect to all Collateral over which control may be obtained within the meaning of section 1(2) sections 8-106, 9- 104, 9-105, 9-106 and 9-107 of the PPSA. The Grantor UCC, section 201 of the federal Electronic Signatures in Global and National Commerce Act and, as the case may be, section 16 of the Uniform Electronic Transactions Act, as applicable, Borrower shall promptly take all actions as may be reasonably requested from time to time by the Secured Party Lender so that control of such Collateral is obtained and at all times held by the Secured PartyLender. All of the foregoing shall be at the Borrower’s sole cost and expense of the Grantorexpense. (b) The Grantor Borrower hereby irrevocably authorizes the Secured Party Lender at any time and from time to time to file in any relevant jurisdiction any financing statements and financing change statements amendments thereto that contain the information required under by Article 9 of the PPSA UCC of each applicable jurisdiction for the filing of any financing statement or financing change statement amendment relating to the Collateral, including any financing or financing change continuation statements or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest Lien granted by the Grantor Borrower hereunder, without Borrower’s signature where permitted by law, including the filing of a financing statement describing the Collateral as all present and after-acquired personal property of the Grantor, or words of similar effectCollateral. The Grantor Borrower agrees to provide all information required by the Secured Party Lender pursuant to this Section promptly to the Secured Party Lender upon request. (c) If any Collateral is at any time in the possession of a bailee, the Grantor with title to such Collateral shall promptly notify the Secured Party thereof and, at the Secured Party’s request and option, shall promptly obtain an acknowledgment from the bailee, in form and substance satisfactory to the Secured Party, that the bailee holds such Collateral for the benefit of the Secured Party and the bailee agrees to comply, without further consent of the Grantor, at any time with instructions of the Secured Party as to such Collateral. (d) The Grantor Borrower agrees that at any time and from time to time, at the expense of such GrantorBorrower’s expense, such Grantor Borrower will promptly execute and deliver all further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary or desirable, or that the Secured Party Lender may reasonably request, in order to create and/or maintain the validity, perfection or priority of perfect and protect any security interest granted or purported to be Lien granted hereby or to enable the Secured Party Lender to exercise and enforce its rights and remedies hereunder or under any other agreement with respect to any Collateral.

Perfection of Security Interest and Further Assurances. (a) The Grantor shall, from time to time, as may be required by the Secured Party with respect to all Collateral, promptly take all actions as may be requested by the Secured Party or any Noteholder to perfect the security interest of the Secured Party in the Collateral, including, without limitation, with respect to all Collateral over which control may be obtained within the meaning of section 1(2) sections 8-106, 9-104, 9-105, 9-106 and 9-107 of the PPSA. The UCC, as applicable, the Grantor shall promptly take all actions as may be requested from time to time by the Secured Party or any Noteholder so that control of such Collateral is obtained and at all times held by the Secured Party. All of the foregoing shall be at the sole cost and expense of the Grantor. (b) The Grantor hereby irrevocably authorizes the Secured Party at any time and from time to time to file in any relevant jurisdiction any financing statements and financing change statements amendments thereto that contain the information required under by Article 9 of the PPSA UCC of each applicable jurisdiction for the filing of any financing statement or financing change statement amendment relating to the Collateral, including any financing or financing change continuation statements or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by the Grantor hereunder, without the signature of the Grantor where permitted by law, including the filing of a financing statement describing the Collateral as all present and after-assets now owned or hereafter acquired personal property of by the Grantor, or words of similar effect. The Grantor agrees to provide all information required by the Secured Party or any Noteholder pursuant to this Section promptly to the Secured Party or such Noteholder, as the case may be, upon request. (c) If any Collateral is the Grantor shall at any time in hold or acquire any certificated securities, promissory notes, tangible chattel paper, negotiable documents or warehouse receipts relating to the possession of a baileeCollateral, the Grantor with title to such Collateral shall promptly notify deliver the Secured Party thereof and, at the Secured Party’s request and option, shall promptly obtain an acknowledgment from the bailee, in form and substance satisfactory same to the Secured Party, that the bailee holds accompanied by such Collateral for the benefit instruments of transfer or assignment duly executed in blank as the Secured Party and the bailee agrees may from time to comply, without further consent of the Grantor, at any time with instructions of the Secured Party as to such Collateralspecify. (d) The Grantor agrees that at any time and from time to time, at the expense of such the Grantor, such the Grantor will promptly execute and deliver all further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary or desirable, or that the Secured Party or any Noteholder may reasonably request, in order to create and/or maintain the validity, perfection or priority of and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder or under any other agreement with respect to any Collateral.

Perfection of Security Interest and Further Assurances. (a) The 4.1. Grantor shall, from time to time, as may be required by the Secured Party with respect to all Collateral, promptly take all actions as may be reasonably requested by the Secured Party to perfect the security interest Lien of the Secured Party in the Collateral, including, without limitation, with respect to all Collateral over which control may be obtained within the meaning of section 1(2) sections 8-106, 9-104, 9-105, 9-106 and 9-107 of the PPSA. The UCC, section 201 of the federal Electronic Signatures in Global and National Commerce Act and, as the case may be, section 16 of the Uniform Electronic Transactions Act, as applicable, Grantor shall promptly take all actions as may be reasonably requested from time to time by the Secured Party so that control of such Collateral is obtained and at all times held by the Secured Party. All of the foregoing shall be at the Grantor’s sole cost and expense of the Grantorexpense. (b) The 4.2. Grantor hereby irrevocably authorizes the Secured Party at any time and from time to time to file in any relevant jurisdiction any financing statements and financing change statements amendments thereto that contain the information required under by Article 9 of the PPSA UCC of each applicable jurisdiction for the filing of any financing statement or financing change statement amendment relating to the Collateral, including any financing or financing change continuation statements or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest Lien granted by the Grantor hereunder, without Xxxxxxx’s signature where permitted by law, including the filing of a financing statement describing the Collateral as all present and after-assets now owned or hereafter acquired personal property of the by Grantor, or words of similar effect. The Grantor agrees to provide all information required by the Secured Party pursuant to this Section promptly to the Secured Party upon request. 4.3. Grantor hereby further authorizes Secured Party to file with the United States Patent and Trademark Office and the United States Copyright Office (cand any successor office and any similar office in any state of the United States or in any other country) this Agreement and other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the Lien granted by Grantor hereunder, without Grantor’s signature where permitted by law. 4.4. If Grantor shall at any time hold or acquire any certificated securities, promissory notes, tangible chattel paper, negotiable documents or warehouse receipts relating to the Collateral, Grantor shall promptly indorse, assign and deliver the same to Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as Secured Party may from time to time specify. 4.5. If Grantor shall at any time hold or acquire a commercial tort claim, Grantor shall (i) promptly notify Secured Party in a writing signed by Grantor of the particulars thereof and grant to Secured Party in such writing a Lien therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Secured Party and (ii) deliver to Secured Party an updated Schedule 1. 4.6. If any Collateral is at any time in the possession of a bailee, the Grantor with title to such Collateral shall promptly notify the Secured Party thereof and, at the Secured Party’s request and option, shall promptly obtain an acknowledgment from the bailee, in form and substance satisfactory to the Secured Party, that the bailee holds such Collateral for the benefit of the Secured Party and the bailee agrees to comply, without Xxxxxxx’s further consent of the Grantorconsent, at any time with instructions of the Secured Party as to such Collateral. 4.7. If Grantor is at any time a beneficiary under a letter of credit, Xxxxxxx will promptly notify Secured Party and, at Secured Party’s request, Grantor will, pursuant to an agreement in form and substance reasonably acceptable to Secured Party, either (da) The arrange for the issuer and any confirmer or other nominated person of such letter of credit to consent to an assignment to Secured Party of the proceeds of the letter of credit or (b) arrange for Secured Party to become the transferee beneficiary of the letter of credit. 4.8. Grantor agrees that at any time and from time to time, at the expense of such Grantor’s expense, such Grantor will promptly execute and deliver all further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary or desirable, or that the Secured Party may reasonably request, in order to create and/or maintain the validity, perfection or priority of perfect and protect any security interest granted or purported to be Lien granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder or under any other agreement with respect to any Collateral. 4.9. Notwithstanding any provision herein to the contrary, it is acknowledged and agreed that: 4.9.1. Neither the Loans nor the Existing Secured Debt, nor any payment obligations associated with either the Loans or the Existing Secured Debt, shall be due and payable prior to the earliest to occur of (a) the termination of that certain Agreement and Plan of Merger, dated as of the date hereof, among the Secured Party, a wholly owned subsidiary of the Secured Party and the Grantor (the “Merger Agreement”) by either the Secured Party or the Grantor in accordance with its terms, (b) the Closing Date (as defined in the Merger Agreement), or (c) the date on which any amounts due under the Bridge Loan Agreement become due and payable; and 4.9.2. The security arrangements associated with the Existing Secured Debt as well as the Existing Secured Debt itself, on the one hand, and the security arrangements contemplated by this Agreement in respect of the Loans as well as the Loans themselves, shall not be deemed to represent any breach or default of the other.

Perfection of Security Interest and Further Assurances. (a) The Grantor shall, from time to time, as may be required by the Secured Party with respect to all Collateral, immediately take all actions as may be requested by the Secured Party to perfect the security interest of the Secured Party in the Collateral, Collateral (or in obtain the benefits of the legal mechanism equivalent to perfection in any foreign jurisdiction where any of the Collateral may be located or any foreign jurisdiction the laws of which the Collateral is subject to) including, without limitation, with respect to all Collateral over which control may be obtained within the meaning of section 1(2) sections 8-106, 9-104, 9-105, 9-106 and 9-107 of the PPSA. The UCC section 201 of the federal Electronic Signatures in Global and National Commerce Act and, as the case may be, section 16 of the Uniform Electronic Transactions Act, as applicable, the Grantor shall immediately take all actions as may be requested from time to time by the Secured Party so that control of such Collateral is obtained and at all times held by the Secured Party. All of the foregoing shall be at the sole cost and expense of the Grantor. (b) The Grantor hereby irrevocably authorizes the Secured Party at any time and from time to time to file in any relevant jurisdiction any financing statements and financing change statements amendments thereto that contain the information required under by Article 9 of the PPSA UCC of each applicable jurisdiction for the filing of any financing statement or financing change statement amendment relating to the Collateral, including any financing or financing change continuation statements or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by the Grantor hereunder, without the signature of the Grantor where permitted by law, including the filing of a financing statement describing the Collateral as all present and after-assets now owned or hereafter acquired personal property of by the Grantor, or words of similar effect. The Grantor agrees to provide all information required by the Secured Party pursuant to this Section promptly to the Secured Party upon request. (c) The Grantor hereby further authorizes the Secured Party to file with the United States Patent and Trademark Office and the United States Copyright Office (and any successor office and any similar office in any state of the United States or in any other country) this Agreement and other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by the Grantor hereunder, without the signature of the Grantor where permitted by law. (d) If the Grantor shall at any time hold or acquire any certificated securities, promissory notes, tangible chattel paper, negotiable documents or warehouse receipts relating to the Collateral, the Grantor shall immediately endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. (e) If the Grantor shall at any time hold or acquire a commercial tort claim, the Grantor shall (i) immediately notify the Secured Party in a writing signed by the Grantor of the particulars thereof and grant to the Secured Party in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to the Secured Party and (ii) deliver to the Secured Party an updated Schedule 1. (f) If any Collateral is at any time in the possession of a bailee, the Grantor with title to such Collateral shall promptly notify the Secured Party thereof and, at the Secured Party’s request and option, shall promptly obtain an acknowledgment from the bailee, in form and substance satisfactory to the Secured Party, that the bailee holds such Collateral for the benefit of the Secured Party and the bailee agrees to comply, without further consent of the Grantor, at any time with instructions of the Secured Party as to such Collateral. (dg) The Grantor agrees that at any time and from time to time, at the expense of such the Grantor, such the Grantor will promptly execute and deliver all further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary or desirable, or that the Secured Party may reasonably request, in order to create and/or maintain the validity, perfection or priority of and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder or under any other agreement with respect to any Collateral.

Perfection of Security Interest and Further Assurances. (a) The Each Grantor shall, from time to time, as may be required or requested by the Secured Party with respect to all Collateral, take all actions as may be requested by the Secured Party reasonably necessary to perfect the security interest of the Secured Party in the Collateral, including, without limitationbut not limited to, with respect to all Collateral over which control may be obtained within delivering the meaning of section 1(2) Security Documents executed as of the PPSA. The Grantor shall take all actions as may be requested from time to time date hereof by the Secured Party so that control of such Collateral is obtained and at all times held by the Secured Partyapplicable Grantors. All of the foregoing shall be at the sole cost and expense of the such Grantor. (b) The Each Grantor hereby irrevocably authorizes authorizes, but does not obligate, the Secured Party at any time and from time to time to file in any relevant jurisdiction any financing statements and financing change statements amendments thereto that contain the information required under by Article 9 of the PPSA UCC of each applicable jurisdiction for the filing of any financing statement or financing change statement amendment relating to the Collateral, including any financing or financing change continuation statements or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by the such Grantor hereunder, without the signature of such Grantor where permitted by law, including the filing of a financing statement describing the Collateral as all present and after-assets now owned or hereafter acquired personal property of the by such Grantor, or words of similar effect. The Each Grantor agrees to provide all information required by the Secured Party pursuant to this Section promptly to the Secured Party upon request. (c) If any Collateral is at any time in the possession of a bailee, the Grantor with title to that owns such Collateral shall promptly notify the Secured Party thereof and, at the Secured Party’s request and option, shall promptly obtain an acknowledgment from the bailee, in form and substance satisfactory to the Secured Party, that the bailee holds such Collateral for the benefit of the Secured Party and the bailee agrees to comply, without further consent of the Grantor, at any time with instructions of the Secured Party as to such Collateral. (d) The Each Grantor agrees that at any time and from time to time, at the expense of such Grantor, such Grantor will promptly execute and deliver all further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary or desirable, or that the Secured Party may reasonably request, in order to create and/or maintain the validity, perfection or priority of and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder or under any other agreement with respect to any Collateral.

Perfection of Security Interest and Further Assurances. (a) The Grantor shall, from time to time, as may be required by the Secured Party with respect to all Collateral, shall take all actions as may be requested by the Secured Party required to perfect the security interest of the Secured Party in the Collateral,, including, without limitation, with respect to all Collateral over which control may be obtained within the meaning of section 1(2) sections 8-106, 9-104, 9-105, 9-106 and 9-107 of the PPSAUCC. The Grantor shall promptly take all actions as may be requested from time to time by the Secured Party so that control of such Collateral is obtained and at all times held by the Secured Party. All of the foregoing shall be at the sole cost and expense of the Grantor. (b) The Grantor hereby irrevocably authorizes the Secured Party at any time and from time to time to file in any relevant jurisdiction any financing statements and financing change statements amendments thereto that contain the information required under by Article 9 of the PPSA UCC of each applicable jurisdiction for the filing of any financing statement or financing change statement amendment relating to the Collateral, including any financing or financing change continuation statements or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by the Grantor hereunder, without the signature of the Grantor where permitted by law, including the filing of a financing statement describing the Collateral as all present and after-assets now owned or hereafter acquired personal property of by the Grantor, or words of similar effect. The Grantor agrees to provide all information required by the Secured Party pursuant to this Section promptly to the Secured Party upon request. (c) The Grantor hereby further authorizes the Secured Party to file with the United States Patent and Trademark Office and the United States Copyright Office (and any successor office and any similar office in any state of the United States or in any other country) this Agreement and other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by the Grantor hereunder, without the signature of the Grantor where permitted by law. (d) If the Grantor shall at any time hold or acquire any certificated securities, promissory notes, tangible chattel paper, negotiable documents or warehouse receipts relating to the Collateral, the Grantor shall promptly endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. (e) If the Grantor shall at any time hold or acquire a commercial tort claim, the Grantor shall promptly notify the Secured Party in a writing signed by the Grantor of the particulars thereof and grant to the Secured Party in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to the Secured Party. (f) If any Collateral is at any time in the possession of a bailee, the Grantor with title to such Collateral shall promptly notify the Secured Party thereof and, at the Secured Party’s request and option, shall promptly obtain an acknowledgment from the bailee, in form and substance satisfactory to the Secured Party, that the bailee holds such Collateral for the benefit of the Secured Party and the bailee agrees to comply, without further consent of the Grantor, at any time with instructions of the Secured Party as to such Collateral. (dg) The Grantor agrees that at any time and from time to time, at the expense of such the Grantor, such the Grantor will promptly execute and deliver all further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary or desirable, or that the Secured Party may reasonably request, in order to create and/or maintain the validity, perfection or priority of and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder or under any other agreement with respect to any Collateral.

Perfection of Security Interest and Further Assurances. (a) The Grantor shall, from time to time, as may be required by the Secured Party with respect to all Collateral, immediately take all actions as may be requested by the Secured Party to perfect the security interest of the Secured Party in the Collateral, including, without limitation, with respect to all Collateral over which control may be obtained within the meaning of section 1(2) sections 8-106, 9-104, 9-105, 9-106, and 9-107 of the PPSA. The UCC as applicable, the Grantor shall immediately take all actions as may be requested from time to time by the Secured Party so that control of such Collateral is obtained and at all times held by the Secured Party. All of the foregoing shall be at the sole cost and expense of the Grantor. (b) The Grantor hereby irrevocably authorizes the Secured Party at any time and from time to time to file in any relevant jurisdiction any financing statements and financing change statements amendments thereto that contain the information required under by Article 9 of the PPSA UCC of each applicable jurisdiction for the filing of any financing statement or financing change statement amendment relating to the Collateral, including any financing or financing change continuation statements or other documents for the purpose of perfecting, confirming, continuing, enforcing enforcing, or protecting the security interest granted by the Grantor hereunder, without the signature of the Grantor where permitted by law, including the filing of a financing statement describing the Collateral as all present and after-assets now owned or hereafter acquired personal property of by the Grantor, or words of similar effect. The Grantor agrees to provide all information required by the Secured Party pursuant to this Section promptly to the Secured Party upon request. The Secured Party may appoint an agent or other party to act on behalf of the secured party and whose name may appear as the secured party on any UCC-1 or other financing statement for any reason deemed expedient by Secured Party. (c) If the Grantor shall at any time hold or acquire any certificated securities, promissory notes, tangible chattel paper, negotiable documents, or warehouse receipts relating to the Collateral, the Grantor shall immediately notify Secured Party and, if requested by Secured Party, immediately endorse, assign, and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. (d) If the Grantor shall at any time hold or acquire a commercial tort claim, the Grantor shall immediately notify the Secured Party in a writing signed by the Grantor of the particulars thereof and grant to the Secured Party in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to the Secured Party. (e) If any Collateral is at any time in the possession of a bailee, the Grantor with title to such Collateral shall promptly notify the Secured Party thereof and, at the Secured Party’s request and option, shall promptly obtain an acknowledgment from the bailee, in form and substance satisfactory to the Secured Party, that the bailee holds such Collateral for the benefit of the Secured Party and the bailee agrees to comply, without further consent of the Grantor, at any time with instructions of the Secured Party as to such Collateral. (df) The Grantor agrees that at any time and from time to time, at the expense of such the Grantor, such the Grantor will promptly execute and deliver all further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary or desirable, or that the Secured Party may reasonably request, in order to create and/or maintain the validity, perfection perfection, or priority of and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder or under any other agreement with respect to any Collateral.

Perfection of Security Interest and Further Assurances. (a) The Grantor shall, from time to time, as may be required by the Secured Party with respect to all Collateral, promptly take all actions as may be reasonably requested by the Secured Party to perfect the security interest Lien of the Secured Party in the Collateral, including, without limitation, with respect to all Collateral over which control may be obtained within the meaning of section 1(2) sections 8-106, 9-104, 9-105, 9-106 and 9-107 of the PPSA. The UCC, section 201 of the federal Electronic Signatures in Global and National Commerce Act and, as the case may be, section 16 of the Uniform Electronic Transactions Act, as applicable, Grantor shall promptly take all actions as may be reasonably requested from time to time by the Secured Party so that control of such Collateral is obtained and at all times held by the Secured Party. All of the foregoing shall be at the Grantor’s sole cost and expense of the Grantorexpense. (b) The Grantor hereby irrevocably authorizes the Secured Party at any time and from time to time to file in any relevant jurisdiction any financing statements and financing change statements amendments thereto that contain the information required under by Article 9 of the PPSA UCC of each applicable jurisdiction for the filing of any financing statement or financing change statement amendment relating to the Collateral, including any financing or financing change continuation statements or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest Lien granted by the Grantor hereunder, without Grantor’s signature where permitted by law, including the filing of a financing statement describing the Collateral as all present and after-assets now owned or hereafter acquired personal property of the by Grantor, or words of similar effect. The Grantor agrees to provide all information required by the Secured Party pursuant to this Section promptly to the Secured Party upon request. (c) Grantor hereby further authorizes Secured Party to file with the United States Patent and Trademark Office and the United States Copyright Office (and any successor office and any similar office in any state of the United States or in any other country) this Agreement and other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the Lien granted by Grantor hereunder, without Grantor’s signature where permitted by law. (d) If Grantor shall at any time hold or acquire any certificated securities, promissory notes, tangible chattel paper, negotiable documents or warehouse receipts relating to the Collateral, Grantor shall promptly indorse, assign and deliver the same to Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as Secured Party may from time to time specify. (e) If Grantor shall at any time hold or acquire a commercial tort claim, Grantor shall (a) promptly notify Secured Party in a writing signed by Grantor of the particulars thereof and grant to Secured Party in such writing a Lien therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Secured Party and (b) deliver to Secured Party an updated Schedule 1. (f) If any Collateral is at any time in the possession of a bailee, the Grantor with title to such Collateral shall promptly notify the Secured Party thereof and, at the Secured Party’s request and option, shall promptly obtain an acknowledgment from the bailee, in form and substance satisfactory to the Secured Party, that the bailee holds such Collateral for the benefit of the Secured Party and the bailee agrees to comply, without Grantor’s further consent of the Grantorconsent, at any time with instructions of the Secured Party as to such Collateral. (dg) The If Grantor is at any time a beneficiary under a letter of credit, Grantor will promptly notify Secured Party and, at Secured Party’s request, Grantor will, pursuant to an agreement in form and substance reasonably acceptable to Secured Party, either (a) arrange for the issuer and any confirmer or other nominated person of such letter of credit to consent to an assignment to Secured Party of the proceeds of the letter of credit or (b) arrange for Secured Party to become the transferee beneficiary of the letter of credit. (h) Grantor agrees that at any time and from time to time, at the expense of such Grantor’s expense, such Grantor will promptly execute and deliver all further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary or desirable, or that the Secured Party may reasonably request, in order to create and/or maintain the validity, perfection or priority of perfect and protect any security interest granted or purported to be Lien granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder or under any other agreement with respect to any Collateral.

Perfection of Security Interest and Further Assurances. (a) The Grantor shall, from time to time, as may be required by the Secured Party with respect to all Collateral, take all actions as may be requested by the Secured Party to perfect the security interest of the Secured Party in the Collateral, including, without limitation, with respect to all Collateral over which control may be obtained within the meaning of section 1(2) of the PPSA. The Grantor shall take all actions as may be requested from time to time by the Secured Party so that control of such Collateral is obtained and at all times held by the Secured Party. All of the foregoing shall be at the sole cost and expense of the Grantor. (b) The Grantor hereby irrevocably authorizes the Secured Party at any time and from time to time to file in any relevant jurisdiction any financing statements and financing change statements amendments thereto that contain the information required under by Article 9 of the PPSA UCC of each applicable jurisdiction for the filing of any financing statement or financing change statement amendment relating to the Collateral, including any financing or financing change continuation statements or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by the Grantor hereunder, without the signature of the Grantor where permitted by law, including the filing of a financing statement describing the Collateral as all present and after-assets now owned or hereafter acquired personal property of by the Grantor, or words of similar effect; provided, however, that any such language must include the exclusion of the assets secured by that certain Master Agreement for Sale and Assignment of Leases dated as of June 6, 2013, between Axis Capital, Inc. and the Grantor. The Grantor agrees to provide all information required by the Secured Party pursuant to this Section promptly to the Secured Party upon request. (c) If any Collateral is at any time in the possession of a bailee, the Grantor with title to such Collateral shall promptly notify the Secured Party thereof and, at the Secured Party’s request and option, shall promptly obtain an acknowledgment from the bailee, in form and substance satisfactory to the Secured Party, that the bailee holds such Collateral for the benefit of the Secured Party and the bailee agrees to comply, without further consent of the Grantor, at any time with instructions of the Secured Party as to such Collateral. (d) The Grantor agrees that at any time and from time to time, at the expense of such the Grantor, such the Grantor will promptly execute and deliver all further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary or desirable, or that the Secured Party may reasonably request, in order to create and/or maintain the validity, perfection or priority of perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder or under any other agreement with respect to any Collateral.

Perfection of Security Interest and Further Assurances. (a) The Each Grantor shall, from time to time, as may be required or requested by the Secured Party with respect to all Collateral, take all actions as may be requested by the Secured Party necessary to perfect the security interest of the Secured Party in the Collateral, including, without limitation, with respect to all Collateral over which control may be obtained within the meaning of section 1(2) sections 8-106, 9-104, 9-105, 9-106 and 9-107 of the PPSAUCC, section 201 of the federal Electronic Signatures in Global and National Commerce Act and section 16 of the Uniform Electronic Transactions Act, as applicable. The Grantor shall take all actions as may be required or requested from time to time by the Secured Party so that control of such Collateral is obtained and at all times held by the Secured Party. All of the foregoing shall be at the sole cost and expense of the GrantorGrantors. (b) The Each Grantor hereby irrevocably authorizes authorizes, but does not obligate, the Secured Party at any time and from time to time to file in any relevant jurisdiction any financing statements and financing change statements amendments thereto that contain the information required under by Article 9 of the PPSA UCC of each applicable jurisdiction for the filing of any financing statement or financing change statement amendment relating to the Collateral, including any financing or financing change continuation statements or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by the such Grantor hereunder, without the signature of such Grantor where permitted by law, including the filing of a financing statement describing the Collateral as all present and after-assets now owned or hereafter acquired personal property of the by such Grantor, or words of similar effect. The Each Grantor agrees to provide all information required by the Secured Party pursuant to this Section promptly to the Secured Party upon request. (c) If any Collateral is at any time in the possession of a bailee, the Grantor with title to such Collateral shall promptly notify the Secured Party thereof and, at the Secured Party’s request and option, shall promptly obtain an acknowledgment from the bailee, in form and ​ ​ substance satisfactory to the Secured Party, that the bailee holds such Collateral for the benefit of the Secured Party and the bailee agrees to comply, without further consent of the Grantor, at any time with instructions of the Secured Party as to such Collateral. (d) The Each Grantor agrees that at any time and from time to time, at the expense of such Grantor, such Grantor will promptly execute and deliver all further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary or desirable, or that the Secured Party may reasonably request, in order to create and/or maintain the validity, perfection or priority of and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder or under any other agreement with respect to any Collateral.

Perfection of Security Interest and Further Assurances. (a) The Each Grantor shall, from time to time, as may be required by the Secured Party with respect to all Collateral, promptly take all actions as may be requested by the Secured Party to perfect the security interest of the Secured Party in the Collateral, including, without limitation, with respect to all Collateral over which control may be obtained within the meaning of section 1(2) sections 8-106, 9-104, 9-105, 9-106 and 9-107 of the PPSA. The UCC, section 201 of the federal Electronic Signatures in Global and National Commerce Act and, as the case may be, section 16 of the Uniform Electronic Transactions Act, as applicable, the Grantor shall promptly take all actions as may be requested from time to time by the Secured Party so that control of such Collateral is obtained and at all times held by the Secured Party. All of the foregoing shall will be at the sole cost and expense of the Grantor. In addition, the Borrower shall execute, notarize and deliver the Special Power of Attorney attached in substantial form to this Agreement as Exhibit A, in respect of the Secured Party’s rights to and perfection of Money of the Borrower, with the intent that the Secured Power is to have “Control” over such Money pursuant to the Loan Agreement and this Agreement, as required under and a condition to the closing of the transactions contemplated by the Loan Agreement. (b) The Each Grantor hereby irrevocably authorizes the Secured Party at any time and from time to time to file in any relevant jurisdiction any financing statements and financing change statements amendments thereto that contain the information required under by Article 9 of the PPSA UCC of each applicable jurisdiction for the filing of any financing statement or financing change statement amendment relating to the Collateral, including any financing or financing change continuation statements or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by the Grantor hereunder, without the signature of the Grantor where permitted by law, including the filing of a financing statement describing the Collateral as all present and after-assets now owned or hereafter acquired personal property of by the Grantor, or words of similar effect. The Grantor agrees to provide all information required by the Secured Party pursuant to this Section promptly to the Secured Party upon request. (c) Each Grantor hereby further authorizes the Secured Party to file with the United States Patent and Trademark Office and the United States Copyright Office (and any successor office and any similar office in any state of the United States or in any other country) this Agreement and other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by the Grantor hereunder, without the signature of the Grantor where permitted by law. (d) If any Grantor shall at any time hold or acquire any certificated securities, promissory notes, tangible chattel paper, negotiable documents or warehouse receipts relating to the Collateral, the Grantor shall immediately endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. (e) If any Grantor shall at any time hold or acquire a commercial tort claim, the Grantor shall promptly notify the Secured Party in a writing signed by the Grantor of the particulars thereof and grant to the Secured Party in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to the Secured Party. (f) If any Collateral is at any time in the possession of a bailee, the Grantor with title to such Collateral shall promptly notify the Secured Party thereof and, at the Secured Party’s request and option, shall promptly obtain an acknowledgment from the bailee, in form and substance satisfactory to the Secured Party, that the bailee holds such Collateral for the benefit of the Secured Party and the bailee agrees to comply, without further consent of the Grantor, at any time with instructions of the Secured Party as to such Collateral. (dg) The Each Grantor agrees that at any time and from time to time, at the expense of such the Grantor, such the Grantor will promptly execute and deliver all further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary or desirable, or that the Secured Party may reasonably request, in order to create and/or maintain the validity, perfection or priority of and protect any security interest granted or purported to be granted hereby or to cause the Secured Party to have Control of the Collateral or to enable the Secured Party to exercise and enforce its rights and remedies hereunder or under any other agreement with respect to any Collateral including, without limitation, in respect of Money that is not subject to a Deposit Control Account Agreement at any time, wherever located or as held, including whether in any machine, in transit or otherwise being handled, stored or transported by a third party vendor. (h) Each Grantor shall keep the Collateral in good order and repair and will not use the same in violation of law or any policy of insurance thereon. Each Grantor shall permit the Secured Party, or its designee, to inspect the Collateral at any reasonable time, wherever located. (i) Each Grantor represents and warrants that all certificates, agreements or instruments representing or evidencing the Securities Collateral in existence on the Effective Date have been delivered to the Borrower in suitable form for transfer by delivery or accompanied by duly executed undated instruments of transfer or assignment in blank and that (assuming continuing possession by the Secured Party of any such Securities Collateral) the Secured Party has a perfected First Priority security interest therein, but with respect to the Encumbered Assets, the Secured Party has a perfected Second Priority security interest therein. Each Grantor hereby agrees that all certificates, agreements or instruments representing or evidencing the Securities Collateral acquired by such Grantor after the date hereof, shall promptly upon receipt thereof by such Grantor be held by or on behalf of and delivered to the Secured Party in suitable form for transfer by delivery or accompanied by duly executed undated instruments of transfer or assignment in blank, all in form and substance satisfactory to the Secured Party. The Secured Party shall have the right, at any time upon the occurrence and during the continuance of any Event of Default, to endorse, assign or otherwise transfer to or to register in the name of the Secured Party or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereunder; provided, that after any such Event of Default has been waived in accordance with the provisions of the Loan Agreement and to the extent the Secured Party has exercised its rights under this sentence, the Secured Party shall, promptly after the reasonable request of the applicable Grantor(s), cause such Securities Collateral to be transferred to, or request that such Securities Collateral is registered in the name of, the applicable Grantor(s) to the extent it or its nominees holds an interest in such Securities Collateral at such time. In addition, upon the occurrence and during the continuance of an Event of Default, the Secured Party shall have the right to exchange certificates representing or evidencing Securities Collateral for certificates of smaller or larger denominations. (j) Each Grantor represents and warrants that the Secured Party has a perfected First Priority security interest in all uncertificated Securities Collateral pledged by it hereunder that are in existence on the Effective Date, but with respect to the Encumbered Assets, the Secured Party has a perfected Second Priority security interest therein. Each Grantor hereby agrees that if any of the Securities Collateral are at any time not evidenced by certificates of ownership, such Grantor will: (a) request the issuer thereof to either (i) register the Secured Party as the registered owner of such securities or (ii) agree in an authenticated record with such Grantor and the Secured Party that such issuer will comply with instructions with respect to such securities originated by the Secured Party without further consent of such Grantor, in form and substance satisfactory to the Secured Party; (b) upon request by the Secured Party, provide to the Secured Party an opinion of counsel, in form and substance satisfactory to the Secured Party, confirming such pledge and perfection thereof; and (c) if requested by the Secured Party, request the issuer of such Securities Collateral to cause such Securities Collateral to become certificated, and in the event such Securities Collateral become certificated, to deliver such Securities Collateral to the Secured Party. Each Grantor hereby agrees, with respect to Securities Collateral that are partnership interests or limited liability company interests, that after the occurrence and during the continuance of any Event of Default, upon request by the Secured Party, such Grantor will (A) cause the organizational documents of each issuer that is a Subsidiary of the Borrower to be amended to provide that such Securities Collateral will be treated as “securities” for purposes of the UCC and (B) cause such Pledged Securities to become certificated and delivered to the Secured Party. (k) (i) As of the Effective Date, no Grantor has opened or maintains any Deposit Accounts other than the accounts listed in Schedule 1 and (ii) the Secured Party has a perfected First Priority security interest in each Deposit Accounts listed therein which security interest is perfected by Control, but with respect to the Encumbered Assets, the Secured Party has a perfected Second Priority security interest therein. No Grantor shall hereafter establish and maintain any Deposit Account unless (A) the applicable Grantor has given the Secured Party at least 20 Business Days’ prior written notice of its intention to establish such new Deposit Account with a depository bank, (B) the depository bank must be acceptable to the Secured Party and (C) unless the Secured Party agrees in writing that it is not required, such depository bank and such Grantor must have duly executed and delivered to the Secured Party a Deposit Account Control Agreement and Currency-in-Transit Control Agreement with respect to such Deposit Account.

Perfection of Security Interest and Further Assurances. (a) The Grantor shall, from time to time, as may be required by the Secured Party with respect to all Collateral, immediately take all actions as may be requested by the Secured Party to perfect the security interest of the Secured Party in the Collateral, including, without limitation, with respect to all Collateral over which control may be obtained within the meaning of section 1(2) sections 8-106, 9-104, 9-105, 9-106 and 9-107 of the PPSA. The UCC, section 201 of the federal Electronic Signatures in Global and National Commerce Act and, as the case may be, section 16 of the Uniform Electronic Transactions Act, as applicable, the Grantor shall immediately take all actions as may reasonably be requested from time to time by the Secured Party so that control of such Collateral is obtained and at all times held by the Secured Party. All of the foregoing shall be at the sole cost and expense of the Grantor. (b) The Grantor hereby irrevocably authorizes the Secured Party at any time and from time to time to file in any relevant jurisdiction any financing statements and financing change statements amendments thereto that contain the information required under by Article 9 of the PPSA UCC of each applicable jurisdiction for the filing of any financing statement or financing change statement amendment relating to the Collateral, including any financing or financing change continuation statements or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by the Grantor hereunder, without the signature of the Grantor where permitted by law, including the filing of a financing statement describing the Collateral as all present and after-assets now owned or hereafter acquired personal property of by the Grantor, or words of similar effect. The Grantor agrees to provide all information required by the Secured Party pursuant to this Section promptly to the Secured Party upon request. (c) If the Grantor shall at any time hold or acquire any certificated securities, promissory notes, tangible chattel paper, negotiable documents or warehouse receipts relating to the Collateral, the Grantor shall immediately endorse, assign and deliver the same to the Secured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Secured Party may from time to time specify. (d) If the Grantor shall at any time hold or acquire a commercial tort claim, the Grantor shall immediately notify the Secured Party in a writing signed by the Grantor of the particulars thereof and grant to the Secured Party in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to the Secured Party. (e) If any Collateral is at any time in the possession of a bailee, the Grantor with title to such Collateral shall promptly notify the Secured Party thereof and, at the Secured Party’s request and option, shall promptly obtain an acknowledgment from the bailee, in form and substance satisfactory to the Secured Party, that the bailee holds such Collateral for the benefit of the Secured Party and the bailee agrees to comply, without further consent of the Grantor, at any time with instructions of the Secured Party as to such Collateral. (df) The Grantor agrees that at any time and from time to time, at the expense of such the Grantor, such the Grantor will promptly execute and deliver all further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary or desirable, or that the Secured Party may reasonably request, in order to create and/or maintain the validity, perfection or priority of and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder or under any other agreement with respect to any Collateral.

Perfection of Security Interest and Further Assurances. (a) The Grantor shall, from time to time, as may be required by the Secured Party with respect to all Collateral, take all actions as may be requested by the Secured Party to perfect the security interest of the Secured Party in the Collateral, including, without limitation, with respect to all Collateral over which control may be obtained within the meaning of section 1(2) of the PPSA. The Grantor shall take all actions as may be requested from time to time by the Secured Party so that control of such Collateral is obtained and at all times held by the Secured Party. All of the foregoing shall be at the sole cost and expense of the Grantor. (b) The Grantor hereby irrevocably authorizes the Secured Party at any time and from time to time to file in any relevant jurisdiction any financing statements and financing change statements that contain the information required under the PPSA for the filing of any financing statement or financing change statement relating to the Collateral, including any financing or financing change statements or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by the Grantor hereunder, including the filing of a financing statement describing the Collateral as all present and after-acquired personal property of the Grantor, or words of similar effect. The Grantor agrees to provide all information required by the Secured Party pursuant to this Section promptly to the Secured Party upon request. (c) If any Collateral is at any time in the possession of a bailee, the Grantor with title to such Collateral shall promptly notify the Secured Party thereof and, at the Secured Party’s request and option, shall promptly obtain an acknowledgment from the bailee, in form and substance satisfactory to the Secured Party, that the bailee holds such Collateral for the benefit of the Secured Party and the bailee agrees to comply, without further consent of the Grantor, at any time with instructions of the Secured Party as to such Collateral. (d) The Grantor agrees that at any time and from time to time, at the expense of such Grantor, such Grantor will promptly execute and deliver all further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary or desirable, or that the Secured Party may reasonably request, in order to create and/or maintain the ​ ​ validity, perfection or priority of and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder or under any other agreement with respect to any Collateral.