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

Perfection of Security Interest and Further Assurances. (a) Borrower shall, from time to time, with respect to all Collateral, promptly take all actions as may be necessary under applicable laws to perfect the security interest of the Lender in the Collateral. All of the foregoing shall be at the sole cost and expense of the Borrower. (b) Borrower hereby irrevocably authorizes the Lender at any time and from time to time to file in any relevant jurisdiction any financing statements and amendments thereto that contain the information required by Division 9 of the UCC of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Collateral, including any financing or continuation statements or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by Borrower hereunder, without the signature of Borrower where permitted by law, including the filing of a financing statement describing the Collateral as all assets now owned or hereafter acquired by the debtor, or words of similar effect. Borrower agrees to provide all information required by the Lender pursuant to this Section promptly to the Lender upon request. Borrower shall no less frequently than annually provide the Lender in writing information reasonably describing all Intellectual Property acquired or developed by Borrower since the date of this agreement or the most recent such written notification. (c) Borrower hereby further authorizes the Lender 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) an Intellectual Property Security Agreement with respect to the Intellectual Property included in the Collateral as of the date hereof, as well as any Intellectual Property acquired after the date hereof, in substantially the form of Exhibits A hereto, for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by Borrower hereunder, without the signature of Borrower where permitted by law. (d) If Borrower shall at any time hold or acquire any Certificated Securities, promissory notes, Tangible Chattel Paper, negotiable documents or warehouse receipts relating to the Collateral, Borrower shall promptly endorse, assign and deliver the same to the Lender, accompanied by such instruments of transfer or assignment duly executed in blank as the Lender may from time to time specify. (e) If any Collateral is at any time in the possession of a bailee, Borrower shall promptly notify the Lender thereof and, at the Lender's request and option, shall promptly obtain an acknowledgment from the bailee, in form and substance satisfactory to the Lender, that the bailee holds such Collateral for the benefit of the Lender and the bailee agrees to comply, without further consent of the Borrower, at any time with instructions of the Lender as to such Collateral. (f) Borrower agrees that at any time and from time to time, at the expense of Borrower, 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 Lender may reasonably request, in order to perfect and protect any security interest granted hereby or to enable the 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) Borrower shall, from time to time, with respect to all Collateral, promptly take all actions as may be necessary under applicable laws to perfect the security interest of the Lender in the Collateral. All of the foregoing shall be at the sole cost and expense of the Borrower. (b) Borrower The Grantor hereby irrevocably authorizes the Lender Lenders at any time and from time to time to file in any relevant jurisdiction any financing statements and amendments thereto that contain the information required by Division Article 9 of the UCC of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Collateral, including any financing or continuation statements or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by Borrower the Grantor hereunder, without the signature of Borrower the Grantor where permitted by law, including the filing of a financing statement describing the Collateral as all assets now owned or hereafter acquired by the debtorGrantor, or words of similar effect. Borrower The Grantor agrees to provide all information required by the Lender Lenders pursuant to this Section promptly to the Lender Lenders upon request. Borrower shall no less frequently than annually provide the Lender in writing information reasonably describing all Intellectual Property acquired or developed by Borrower since the date of this agreement or the most recent such written notification. (cb) Borrower The Grantor hereby further authorizes the Lender Lenders 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) an Intellectual Property Security Agreement with respect to the Intellectual Property included in the Collateral as of the date hereofthis Agreement, as well as any Intellectual Property acquired after the date hereof, in substantially the form of Exhibits A hereto, necessary security agreements and other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by Borrower the Grantor hereunder, without the signature of Borrower the Grantor where permitted by law. (dc) If Borrower shall at any time hold or acquire any Certificated Securities, promissory notes, Tangible Chattel Paper, negotiable documents or warehouse receipts relating to the Collateral, Borrower shall promptly endorse, assign and deliver the same to the Lender, accompanied by such instruments of transfer or assignment duly executed in blank as the Lender may from time to time specify. (e) If any Collateral is at any time in the possession of a bailee, Borrower shall promptly notify the Lender thereof and, at the Lender's request and option, shall promptly obtain an acknowledgment from the bailee, in form and substance satisfactory to the Lender, that the bailee holds such Collateral for the benefit of the Lender and the bailee agrees to comply, without further consent of the Borrower, at any time with instructions of the Lender as to such Collateral. (f) Borrower The Grantor agrees that at any time and from time to time, at the expense of Borrowerthe Grantor, Borrower 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 Lender Lenders may reasonably request, in order to perfect 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 Lender Lenders 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) Borrower 4.1 The Debtor shall, from time to time, as may be required by the Collateral Agent with respect to all Collateral, promptly immediately take all actions as may be necessary under applicable laws requested by the Collateral Agent to perfect the security interest of the Lender Collateral Agent in the Collateral, including, without limitation, with respect to all Collateral over which control may be obtained within the meaning of sections 8106, 9104, 9105, 9106 and 9107 of the UCC. All of the foregoing shall be at the sole cost and expense of the BorrowerDebtor. (b) Borrower 4.2 The Debtor hereby irrevocably authorizes the Lender Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements and amendments thereto that contain the information required by Division 9 or Article 9 of the UCC of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Collateral, including any financing or continuation statements or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by Borrower the Debtor hereunder, without the signature of Borrower the Debtor where permitted by law, including the filing of a financing statement describing the Collateral as all assets now owned or hereafter acquired by the debtorDebtor, or words of similar effect. Borrower The Debtor agrees to provide all information required by the Lender Collateral Agent pursuant to this Section promptly to the Lender Collateral Agent upon request. Borrower shall no less frequently than annually provide the Lender in writing information reasonably describing all Intellectual Property acquired or developed by Borrower since the date of this agreement or the most recent such written notification. (c) Borrower 4.3 The Debtor hereby further authorizes the Lender 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) an Intellectual Property Security Agreement with respect to the Intellectual Property included in the Collateral as of the date hereof, as well as any Intellectual Property acquired after the date hereof, in substantially the form of Exhibits A hereto, such documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by Borrower the Debtor hereunder, without the signature of Borrower the Debtor where permitted by law. (d) 4.4 If Borrower the Debtor shall at any time hold or acquire any Certificated Securitiescertificated securities, promissory notes, Tangible Chattel Papertangible chattel paper, negotiable documents or warehouse receipts relating to the Collateral, Borrower shall promptly endorsethat individually or in the aggregate has a value equal to or greater than $100,000, the Debtor shall, upon the request of Collateral Agent, collaterally assign and promptly deliver the same to the LenderCollateral Agent, accompanied by such instruments of transfer or collateral assignment duly executed in blank as the Lender Collateral Agent may from time to time specify. 4.5 If the Debtor shall at any time hold or acquire a commercial tort claim having a value, or involving an asserted claim, in the amount of $100,000 or more either individually or in the aggregate for all commercial tort claims, the Debtor shall immediately notify the Collateral Agent in a writing signed by the Debtor of the particulars thereof and grant to the Collateral Agent, for the benefit of himself (ein his capacity as Collateral Agent) and the Secured Parties, 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 Collateral Agent. 4.6 If any Collateral is at any time in the possession of a bailee, Borrower that individually or in the aggregate has a value equal to or greater than $100,000, the Debtor shall promptly notify the Lender Collateral Agent thereof and, at the Lender's Collateral Agent’s request and option, shall promptly obtain an acknowledgment from the bailee, in form and substance satisfactory to the LenderCollateral Agent, that the bailee holds such Collateral for the benefit of the Lender Collateral Agent and the bailee agrees to comply, without further consent of the BorrowerDebtor, at any time with instructions of the Lender Collateral Agent as to such Collateral. (f) Borrower 4.7 The Debtor agrees that at any time and from time to time, at the expense of Borrowerthe Debtor, Borrower the Debtor 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 Lender Collateral Agent may reasonably request, in order to perfect and protect any security interest granted hereby or to enable the Lender 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) Each Borrower shall, from time to time, as may be required by Holder with respect to all Collateral, promptly take all actions as may be necessary under applicable laws reasonably requested by Holder to perfect the security interest of the Lender Holder in the Collateral, including, without limitation, with respect to all Collateral over which control may be obtained within the meaning of sections 8-106, 9-104, 9-105, 9-106 and 9-107 of the UCC, as applicable, such Borrower shall promptly take all actions as may be reasonably requested from time to time by Holder so that control of such Collateral is obtained and at all times held by Holder. All of the foregoing shall be at the sole cost and expense of the BorrowerBorrowers. (b) Each Borrower hereby irrevocably authorizes the Lender Holder at any time and from time to time to file in any relevant jurisdiction any financing statements and amendments thereto that contain the information required by Division Article 9 of the UCC of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Collateral, including any financing or continuation statements or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Borrower hereunder, without the signature of such Borrower where permitted by law, including the filing of a financing statement describing the Collateral as all assets now owned or hereafter acquired by the debtorsuch Borrower, or words of similar effect. Each Borrower agrees to provide all information required by the Lender Holder pursuant to this Section 8.3 promptly to the Lender Holder upon request. Borrower shall no less frequently than annually provide the Lender in writing information reasonably describing all Intellectual Property acquired or developed by Borrower since the date of this agreement or the most recent such written notification. (c) Each Borrower hereby further authorizes the Lender Holder 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) an Intellectual Property Security this Agreement with respect to the Intellectual Property included in the Collateral as of the date hereof, as well as any Intellectual Property acquired after the date hereof, in substantially the form of Exhibits A hereto, and other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Borrower hereunder, without the signature of such Borrower where permitted by law, including an intellectual property security agreement in a form reasonably satisfactory to Holder. (d) If any Borrower shall at any time hold or acquire any Certificated Securitiescertificated securities, promissory notesnote, Tangible Chattel Papertangible chattel paper, negotiable documents or warehouse receipts relating to the Collateral, such Borrower shall notify Holder thereof and, upon the written request of Holder, promptly endorse, assign and deliver the same to the LenderHolder, accompanied by such instruments of transfer or assignment duly executed in blank as the Lender Holder may from time to time reasonably specify. (e) If any Collateral is at any time in the possession of a bailee, Borrower shall promptly notify the Lender thereof and, at the Lender's request and option, shall promptly obtain an acknowledgment from the bailee, in form and substance satisfactory to the Lender, that the bailee holds such Collateral for the benefit of the Lender and the bailee agrees to comply, without further consent of the Borrower, at any time with instructions of the Lender as to such Collateral. (f) Each Borrower agrees that at any time and from time to time, at the expense of Borrowerthe Borrowers, such 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 Lender Holder may reasonably request, in order to perfect and protect any security interest granted hereby or to enable the Lender Holder 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) Borrower shall, from time to time, with respect to all Collateral, promptly take all actions as may be necessary under applicable laws to perfect the security interest of the Lender in the Collateral. All of the foregoing shall be at the sole cost and expense of the Borrower. (b) Borrower Xxxxxxxx hereby irrevocably authorizes the Lender at any time and from time to time to file in any relevant jurisdiction any financing statements and amendments thereto that contain the information required by Division 9 of the UCC of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Collateral, including any financing or continuation statements or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by Borrower Xxxxxxxx hereunder, without the signature of Borrower where permitted by law, including the filing of a financing statement describing the Collateral as all assets now owned or hereafter acquired by the debtor, or words of similar effect. Borrower Xxxxxxxx agrees to provide all information required by the Lender pursuant to this Section promptly to the Lender upon request. Borrower shall no less frequently than annually provide the Lender in writing information reasonably describing all Intellectual Property acquired or developed by Borrower since the date of this agreement or the most recent such written notification. (c) Borrower hereby further authorizes the Lender 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) an Intellectual Property Security Agreement with respect to the Intellectual Property included in the Collateral as of the date hereof, as well as any Intellectual Property acquired after the date hereof, in substantially the form of Exhibits A hereto, for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by Borrower Xxxxxxxx hereunder, without the signature of Borrower where permitted by law. (d) If Borrower shall at any time hold or acquire any Certificated Securities, promissory notes, Tangible Chattel Paper, negotiable documents or warehouse receipts relating to the Collateral, Borrower shall promptly endorse, assign and deliver the same to the Lender, accompanied by such instruments of transfer or assignment duly executed in blank as the Lender may from time to time specify. (e) If any Collateral is at any time in the possession of a bailee, Borrower shall promptly notify the Lender thereof and, at the Lender's request and option, shall promptly obtain an acknowledgment from the bailee, in form and substance satisfactory to the Lender, that the bailee holds such Collateral for the benefit of the Lender and the bailee agrees to comply, without further consent of the Borrower, at any time with instructions of the Lender as to such Collateral. (f) Borrower Xxxxxxxx agrees that at any time and from time to time, at the expense of BorrowerXxxxxxxx, 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 Lender may reasonably request, in order to perfect and protect any security interest granted hereby or to enable the 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) Borrower shall, from time to time, with respect to all Collateral, promptly The Grantor shall take all actions as may be necessary under applicable laws required to perfect the security interest of the Lender Secured Party in the Collateral, including, without limitation, with respect to all Collateral over which control may be obtained within the meaning of sections 8-106, 9-104, 9-105, 9-106 and 9-107 of the UCC. 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 BorrowerGrantor. (b) Borrower The Grantor hereby irrevocably authorizes the Lender Secured Party at any time and from time to time to file in any relevant jurisdiction any financing statements and amendments thereto that contain the information required by Division Article 9 of the UCC of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Collateral, including any financing or continuation statements or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by Borrower the Grantor hereunder, without the signature of Borrower the Grantor where permitted by law, including the filing of a financing statement describing the Collateral as all assets now owned or hereafter acquired by the debtorGrantor, or words of similar effect. Borrower The Grantor agrees to provide all information required by the Lender Secured Party pursuant to this Section promptly to the Lender Secured Party upon request. Borrower shall no less frequently than annually provide the Lender in writing information reasonably describing all Intellectual Property acquired or developed by Borrower since the date of this agreement or the most recent such written notification. (c) Borrower The Grantor hereby further authorizes the Lender 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) an Intellectual Property Security this Agreement with respect to the Intellectual Property included in the Collateral as of the date hereof, as well as any Intellectual Property acquired after the date hereof, in substantially the form of Exhibits A hereto, and other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by Borrower the Grantor hereunder, without the signature of Borrower the Grantor where permitted by law. (d) If Borrower the Grantor shall at any time hold or acquire any Certificated Securitiescertificated securities, promissory notes, Tangible Chattel Papertangible chattel paper, negotiable documents or warehouse receipts relating to the Collateral, Borrower the Grantor shall promptly immediately endorse, assign and deliver the same to the LenderSecured Party, accompanied by such instruments of transfer or assignment duly executed in blank as the Lender 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 5(c). (f) If any Collateral is at any time in the possession of a bailee, Borrower the Grantor shall promptly notify the Lender Secured Party thereof and, at the LenderSecured Party's request and option, shall promptly obtain an acknowledgment from the bailee, in form and substance satisfactory to the LenderSecured Party, that the bailee holds such Collateral for the benefit of the Lender Secured Party and the bailee agrees to comply, without further consent of the BorrowerGrantor, at any time with instructions of the Lender Secured Party as to such Collateral. (fg) Borrower The Grantor agrees that at any time and from time to time, at the expense of Borrowerthe Grantor, Borrower 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 Lender Secured Party may reasonably request, in order to perfect 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 Lender 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) Borrower The Grantor shall, from time to time, as may be required by the Secured Parties with respect to all Collateral, promptly take all actions as may be necessary under applicable laws requested by the Lead Purchaser to perfect the security interest of the Lender Secured Party in the Collateral, including, without limitation, with respect to all Collateral over which control may be obtained within the meaning of sections 8-106, 9-104, 9-105, 9-106 and 9-107 of 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 Lead Purchaser so that control of such Collateral is obtained and at all times held by the Lead Purchaser, for its benefit and the benefit of the Secured Parties. All of the foregoing shall be at the sole cost and expense of the BorrowerGrantor. (b) Borrower The Grantor hereby irrevocably authorizes the Lender Lead Purchaser at any time and from time to time to file in any relevant jurisdiction any financing statements and amendments thereto that contain the information required by Division Article 9 of the UCC of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Collateral, including any financing or continuation statements or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by Borrower the Grantor hereunder, without the signature of Borrower the Grantor where permitted by law, including the filing of a financing statement describing the Collateral as all assets now owned or hereafter acquired by the debtorGrantor, or words of similar effect. Borrower The Grantor agrees to provide all information required by the Lender Secured Parties pursuant to this Section promptly to the Lender Secured Parties upon request. Borrower shall no less frequently than annually provide the Lender in writing information reasonably describing all Intellectual Property acquired or developed by Borrower since request of the date of this agreement or the most recent such written notificationLead Purchaser. (c) Borrower The Grantor hereby further authorizes the Lender Lead Purchaser 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) an Intellectual Property Security this Agreement with respect to the Intellectual Property included in the Collateral as of the date hereof, as well as any Intellectual Property acquired after the date hereof, in substantially the form of Exhibits A hereto, and other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by Borrower the Grantor hereunder, without the signature of Borrower the Grantor where permitted by law. (d) If Borrower the Grantor shall at any time hold or acquire any Certificated Securitiescertificated securities, promissory notesPromissory Notes, Tangible tangible Chattel Paper, negotiable documents or warehouse receipts relating to the Collateral, Borrower the Grantor shall promptly endorseindorse, assign and deliver the same to the LenderLead Purchaser, accompanied by such instruments of transfer or assignment duly executed in blank as the Lender Lead Purchaser may from time to time specify. (e) If any Collateral is at any time in the possession of a bailee, Borrower the Grantor shall promptly notify the Lender Secured Parties thereof and, at the LenderLead Purchaser 's request and option, shall promptly obtain an acknowledgment from the bailee, in form and substance satisfactory to the LenderLead Purchaser, that the bailee holds such Collateral for the benefit of the Lender Lead Purchaser and the bailee agrees to comply, without further consent of the BorrowerGrantor, at any time with instructions of the Lender Lead Purchaser as to such Collateral. (f) Borrower The Grantor agrees that at any time and from time to time, at the expense of Borrowerthe Grantor, Borrower 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 Lender Lead Purchaser may reasonably request, in order to perfect and protect any security interest granted hereby or to enable the Lender Lead Purchaser to exercise and enforce its rights and remedies hereunder hereunder, for its benefit and the benefit of the Secured Parties) or under any other agreement with respect to any Collateral.

Perfection of Security Interest and Further Assurances. (a) Borrower The Grantor shall, from time to time, as may be required by the Secured Parties with respect to all Collateral, promptly take all actions as may be necessary under applicable laws requested by the Lead Purchaser to perfect the security interest of the Lender Secured Parties in the Collateral, including, without limitation, with respect to all Collateral over which control may be obtained within the meaning of sections 8-106, 9-104, 9-105, 9-106 and 9-107 of 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 Lead Purchaser so that control of such Collateral is obtained and at all times held by the Lead Purchaser, for its benefit and the benefit of the Secured Parties. All of the foregoing shall be at the sole cost and expense of the BorrowerGrantor. (b) Borrower The Grantor hereby irrevocably authorizes the Lender Lead Purchaser at any time and from time to time to file in any relevant jurisdiction any financing statements and amendments thereto that contain the information required by Division Article 9 of the UCC of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Collateral, including any financing or continuation statements or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by Borrower the Grantor hereunder, without the signature of Borrower the Grantor where permitted by law, including the filing of a financing statement describing the Collateral as all assets now owned or hereafter acquired by the debtorGrantor, or words of similar effect. Borrower The Grantor agrees to provide all information required by the Lender Secured Parties pursuant to this Section promptly to the Lender Secured Parties upon request. Borrower shall no less frequently than annually provide the Lender in writing information reasonably describing all Intellectual Property acquired or developed by Borrower since request of the date of this agreement or the most recent such written notificationLead Purchaser. (c) Borrower The Grantor hereby further authorizes the Lender Lead Purchaser 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) an Intellectual Property Security this Agreement with respect to the Intellectual Property included in the Collateral as of the date hereof, as well as any Intellectual Property acquired after the date hereof, in substantially the form of Exhibits A hereto, and other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by Borrower the Grantor hereunder, without the signature of Borrower the Grantor where permitted by law. (d) If Borrower the Grantor shall at any time hold or acquire any Certificated Securitiescertificated securities, promissory notesPromissory Notes, Tangible tangible Chattel Paper, negotiable documents or warehouse receipts relating to the Collateral, Borrower the Grantor shall promptly endorseindorse, assign and deliver the same to the LenderLead Purchaser, accompanied by such instruments of transfer or assignment duly executed in blank as the Lender Lead Purchaser may from time to time specify. (e) If any Collateral is at any time in the possession of a bailee, Borrower the Grantor shall promptly notify the Lender Secured Parties thereof and, at the Lender's Lead Purchaser ’s request and option, shall promptly obtain an acknowledgment from the bailee, in form and substance satisfactory to the LenderLead Purchaser, that the bailee holds such Collateral for the benefit of the Lender Lead Purchaser and the bailee agrees to comply, without further consent of the BorrowerGrantor, at any time with instructions of the Lender Lead Purchaser as to such Collateral. (f) Borrower The Grantor agrees that at any time and from time to time, at the expense of Borrowerthe Grantor, Borrower 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 Lender Lead Purchaser may reasonably request, in order to perfect and protect any security interest granted hereby or to enable the Lender Lead Purchaser to exercise and enforce its rights and remedies hereunder hereunder, for its benefit and the benefit of the Secured Parties) or under any other agreement with respect to any Collateral.

Perfection of Security Interest and Further Assurances. (a) Borrower Grantor shall, from time to time, as may be required by Agent with respect to all Collateral, promptly take all actions as may be necessary under applicable laws reasonably requested by Agent to perfect the security interest Lien of the Lender Agent in the Collateral, including, with respect to all Collateral over which control may be obtained within the meaning of sections 8-106, 9-104, 9-105, 9-106 and 9-107 of 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 Agent so that control of such Collateral is obtained and at all times held by the Agent on behalf of each Secured Party. All of the foregoing shall be at the Grantor’s sole cost and expense of the Borrowerexpense. (b) Borrower Grantor hereby irrevocably authorizes the Lender Agent or its designees at any time and from time to time to file in any relevant jurisdiction any financing statements and amendments thereto that contain the information required by Division Article 9 of the UCC of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Collateral, including any financing or continuation statements or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest Lien granted by Borrower Grantor hereunder, without the Grantor’s signature of Borrower where permitted by law, including the filing of a financing statement describing the Collateral as all assets now owned or hereafter acquired by the debtorGrantor, or words of similar effect. Borrower Grantor agrees to provide all information required by the Lender Agent pursuant to this Section promptly to the Lender Agent upon request. Borrower shall no less frequently than annually provide the Lender in writing information reasonably describing all Intellectual Property acquired or developed by Borrower since the date of this agreement or the most recent such written notification. (c) Borrower Grantor hereby further authorizes the Lender Agent or its designees 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) an Intellectual Property Security this Agreement with respect to the Intellectual Property included in the Collateral as of the date hereof, as well as any Intellectual Property acquired after the date hereof, in substantially the form of Exhibits A hereto, and other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest Lien granted by Borrower Grantor hereunder, without the Grantor’s signature of Borrower where permitted by law. (d) If Borrower Grantor shall at any time hold or acquire any Certificated Securitiescertificated securities, promissory notes, Tangible Chattel Papertangible chattel paper, negotiable documents or warehouse receipts relating to the Collateral, Borrower Grantor shall promptly endorseindorse, assign and deliver the same to the LenderAgent, accompanied by such instruments of transfer or assignment duly executed in blank as the Lender Agent 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 Agent in a writing signed by Grantor of the particulars thereof and grant to Agent on behalf of the Secured Parties 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 Agent and (b) deliver to Agent an updated Schedule 1. (f) If any Collateral is at any time in the possession of a bailee, Borrower Grantor shall promptly notify the Lender Agent thereof and, at the Lender's Agent’s request and option, shall promptly obtain an acknowledgment from the bailee, in form and substance satisfactory to the LenderAgent, that the bailee holds such Collateral for the benefit of the Lender Secured Parties and the bailee agrees to comply, without Grantor’s further consent of the Borrowerconsent, at any time with instructions of the Lender Agent as to such Collateral. (fg) Borrower If Grantor is at any time a beneficiary under a letter of credit, Grantor will promptly notify Agent and, at Agent’s request, Grantor will, pursuant to an agreement in form and substance reasonably acceptable to Agent, either (a) arrange for the issuer and any confirmer or other nominated person of such letter of credit to consent to an assignment to Agent of the proceeds of the letter of credit or (b) arrange for Agent 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 BorrowerGrantor’s expense, Borrower 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 Lender Agent may reasonably request, in order to perfect and protect any security interest Lien granted hereby or to enable the Lender Agent to exercise and enforce its and the other Secured Parties’ rights and remedies hereunder or under any other agreement with respect to any Collateral.

Perfection of Security Interest and Further Assurances. (a) Borrower The Grantor shall, from time to time, as may be requested by Collateral Agent with respect to all Collateral, promptly take all actions as may be necessary under applicable laws immediately after request therefor to perfect the security interest of the Lender Collateral Agent in the Collateral, including with respect to all Collateral for which security interests therein may be perfected by control pursuant to Section 9-314(a) of the UCC, take all actions immediately after request therefor so that control of such Collateral within the meaning of Sections 8-106, 9-104, 9-105, 9-106 and 9-107 of the UCC, as applicable, is obtained and at all times held by Collateral Agent. All of the foregoing shall be at the sole cost and expense of the BorrowerGrantor. (b) Borrower Concurrently with the execution and delivery of this Agreement, the Grantor shall deliver to Collateral Agent a DACA Agreement, executed by Grantor and the financial institution maintaining such Account, with respect to each Account and, all cash, funds, checks, notes and instruments from time to time on deposit in any such accounts included in the Collateral. (c) The Grantor hereby irrevocably authorizes the Lender Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements statement and amendments amendment thereto that contain the information required by Division Article 9 of the UCC of each applicable the jurisdiction for the filing of any financing statement statements or amendment amendments relating to the Collateral, including any financing or continuation statements or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by Borrower the Grantor hereunder, without the signature of Borrower the Grantor where permitted by law, including the filing of a financing statement describing the Collateral as all assets now owned or hereafter acquired by the debtorGrantor, or words of similar effect. Borrower The Grantor agrees to provide all information required by the Lender Collateral Agent pursuant to this Section promptly 4(c) to the Lender upon request. Borrower shall no less frequently than annually provide the Lender in writing information reasonably describing all Intellectual Property acquired or developed by Borrower since the date of this agreement or the most recent such written notificationCollateral Agent immediately following request therefor. (cd) Borrower The Grantor hereby further authorizes the Lender 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) an Intellectual Property Security this Agreement with respect to the Intellectual Property included in the Collateral as of the date hereof, as well as any Intellectual Property acquired after the date hereof, in substantially the form of Exhibits A hereto, and other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by Borrower the Grantor hereunder, without the signature of Borrower the Grantor where permitted by law. (de) If Borrower the Grantor shall at any time hold or acquire any Certificated Securitiescertificated securities, promissory notes, Tangible Chattel Papertangible chattel paper, negotiable documents or warehouse receipts relating to the Collateral, Borrower the Grantor shall promptly endorse, assign and deliver the same to the LenderCollateral Agent immediately following receipt thereof, accompanied by such instruments of transfer or assignment duly executed in blank as the Lender Collateral Agent may from time to time specify. (ef) If the Grantor shall at any time hold or acquire a commercial tort claim, the Grantor shall notify Collateral Agent immediately following Xxxxxxx’s knowledge thereof in a writing signed by the Grantor of the particulars thereof and grant to Collateral Agent 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 Collateral Agent. (g) If any Collateral is at any time in the possession of a bailee, Borrower the Grantor shall promptly notify the Lender Collateral Agent immediately following Grantor’s knowledge thereof and, at the Lender's Collateral Agent’s request and option, shall promptly use reasonable best efforts to obtain an acknowledgment from the bailee, in form and substance satisfactory to the LenderCollateral Agent, that the bailee holds such Collateral for the benefit of the Lender Collateral Agent and the bailee agrees to comply, without further consent of the BorrowerGrantor, at any time with instructions of the Lender Collateral Agent as to such Collateral. (fh) Borrower The Grantor agrees that at any time and from time to time, at the expense of Borrowerthe Grantor, Borrower 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 Lender Collateral Agent may reasonably request, in order to perfect and or protect any security interest granted hereby or to enable the Lender Collateral Agent to exercise and enforce its rights and remedies hereunder or under any other agreement with respect to any Collateral.