Common use of Perfection of Security Interests Clause in Contracts

Perfection of Security Interests. (a) Debtor shall, from time to time, execute such financing statements as Secured Party may reasonably require in order to perfect the Security Interest. If any Collateral consists of a motor vehicle or other personal property with a certificate of title, Debtor shall execute such documents as may be required to have the Security Interest properly noted on a certificate of title. Debtor shall execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and Secured party's rights under this Agreement. (b) To the extent permitted by law, Debtor hereby authorizes Secured Party to file one or more financing statements (each a "Financing Statement") describing the Collateral or any agricultural liens or other statutory liens held by Secured Party. (c) Debtor shall have possession of the Collateral, except where expressly otherwise provided in this Security Agreement. Where collateral is in the possession of a third party, Debtor will join with Secured Party in notifying the third party of Secured Party's security interest and obtaining an acknowledgement from the third party that it is holding the Collateral for the benefit of the Secured party. (d) Debtor will cooperate with Secured Party in obtaining control with respect to Collateral consisting of deposit accounts, investment property, letter-of-credit rights and electronic chattel paper. (e) Debtor will not create any chattel paper without placing a legend on the chattel paper acceptable to Secured Party that indicates that Secured Party has a security interest in the chattel paper. (f) To the extent Debtor uses the Loan to purchase Collateral, Debtor's repayment of the Loan shall apply on a "first-in, first-out" basis so that the portion of the Loan used to purchase a particular item of Collateral shall be paid in the chronological order the Debtor purchased the Collateral.

Perfection of Security Interests. (a) Debtor shall, from time to time, execute such financing statements as Secured Party may reasonably require in order to perfect the Security Interest. If any Collateral consists of a motor vehicle or other personal property with a certificate of title, Debtor shall execute such documents as may be required to have the Security Interest properly noted on a certificate of title. Debtor shall execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and Secured party's rights under this Agreement. (b) To the extent permitted by law, Debtor Grantor hereby authorizes the Secured Party to file one a financing statement or more financing statements (each a the "Financing Statement") describing the Collateral in any and all jurisdictions where, and with any and all governmental authorities with whom, the Secured Party reasonably deems such filing to be necessary or appropriate including, without limitation, the jurisdiction of the debtor's location for purposes of the Code, the United States Patent and Trademark Office and the United States Copyright Office. Grantor will reimburse the Secured Party for any agricultural liens and all reasonable costs, charges and expenses (including reasonable fees of counsel) incurred in connection with such filings. For purposes of this Section 1.2(a), the Financing Statements shall be deemed to include any amendment, modification, assignment, continuation statement or other statutory liens held by similar instrument consistent with the rights granted to the Secured PartyParty under this Security Agreement and the Purchase Agreement. (cb) Debtor Grantor shall have possession of the Collateral, except where as expressly otherwise provided in this Security AgreementAgreement or where the Secured Party chooses to perfect its security interest by possession in addition to the filing of a Financing Statement. Where collateral Collateral is in the possession of a third party, Debtor Grantor will join with the Secured Party in notifying the third party of the Secured Party's security interest therein and obtaining an acknowledgement from the third party that it is holding the Collateral for the benefit of the Secured partyParty. (dc) Debtor Grantor will cooperate with the Secured Party in obtaining control (including "Control" as contemplated by Section 9312(b) of the Code) with respect to Collateral consisting of deposit accounts, investment property, letter-of-letter of credit rights and electronic chattel paper. (ed) Debtor Grantor will not create any chattel paper without placing a legend on the such chattel paper reasonably acceptable to the Secured Party indicating that indicates that the Secured Party has a secured interest in such Chattel Paper. (e) Grantor shall, upon the Grantor's acquiring, or otherwise becoming entitled to the benefits of, any Copyright (or copyrightable material), Patent (or patentable invention), Trademark (or associated goodwill) or other Intellectual Property or upon or prior to Grantor's filing, either directly or through any agent, licensee or other designee, of any application with any governmental authority for any Copyright, Patent, Trademark, or other Intellectual Property, in each case after the date hereof, execute and deliver such contracts, agreements and other instruments as the Secured Party may reasonably request to evidence, validate, perfect and establish the priority of the security interest granted by this Security Agreement in the chattel papersuch and any related Intellectual Property. (f) To Grantor shall deliver and pledge to the extent Debtor uses Secured Party any and all certificates representing the Loan to purchase Pledged Stock, accompanied by undated stock powers duly executed in blank. (g) Grantor shall upon the acquisition after the date hereof by Grantor of any Stock Collateral, Debtor's repayment of promptly either (x) transfer and deliver to the Loan Secured Party all such Stock Collateral (together with the certificates representing such Stock Collateral securities duly endorsed in blank or accompanied by undated stock powers duly executed in blank) or (y) take such other action as the Secured Party shall apply on a "first-indeem reasonably necessary or appropriate to perfect, first-out" basis so that and establish the portion of priority of, the Loan used to purchase a particular item of Collateral shall be paid security interest granted by this Security Agreement in the chronological order the Debtor purchased the such Stock Collateral.

Perfection of Security Interests. (a) Debtor shall, from time Each Grantor hereby authorizes the Collateral Agent to time, execute such file a financing statement or financing statements as Secured Party may reasonably require (the “Financing Statement”) describing the Collateral in order to perfect the Security Interest. If any Collateral consists of a motor vehicle or other personal property with a certificate of title, Debtor shall execute such documents as may be required to have the Security Interest properly noted on a certificate of title. Debtor shall execute, deliver or endorse any and all instrumentsjurisdictions where, documentsand with any and all governmental authorities with whom, assignmentsthe Collateral Agent reasonably deems such filing to be necessary or appropriate including, security agreements without limitation, the jurisdiction of the debtor’s location for purposes of the Code, the United States Patent and Trademark Office and the United States Copyright Office. Each Grantor will reimburse the Collateral Agent for any and all costs, charges and expenses (including fees of counsel) incurred in connection with such filings. For purposes of this Section 1.2(a), the Financing Statements shall be deemed to include any amendment, modification, assignment, continuation statement or other agreements and writings which similar instrument consistent with the rights granted to the Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce under the Security Interest and Secured party's rights under this AgreementPostpetition Loan Documents. (b) To the extent permitted by law, Debtor hereby authorizes Secured Party to file one or more financing statements (each a "Financing Statement") describing the Collateral or any agricultural liens or other statutory liens held by Secured Party. (c) Debtor Each Grantor shall have possession of the Collateral, except where as expressly otherwise provided in this Security AgreementAgreement or where the Collateral Agent chooses to perfect its security interest by possession in addition to the filing of a Financing Statement. Where collateral Collateral is in the possession of a third party, Debtor each Grantor will join with Secured Party the Collateral Agent in notifying the third party of Secured Party's the Collateral Agent’s security interest therein and obtaining an acknowledgement from the third party that it is holding the Collateral for the benefit of the Secured partyParty. (dc) Debtor Each Grantor will cooperate with Secured Party the Collateral Agent in obtaining control (including “Control” as contemplated by Section 9-312(b) of the Code) with respect to Collateral consisting of deposit accounts, investment property, letterDeposit Accounts and Letter-of-credit rights and electronic chattel paperCredit Rights. (d) Each Grantor will not create any Chattel Paper without a legend on such Chattel Paper reasonably acceptable to the Collateral Agent indicating that the Collateral Agent has a secured interest in such Chattel Paper. (e) Debtor will not create Each Grantor shall, upon acquiring, or otherwise becoming entitled to the benefits of, any chattel paper without placing a legend on Copyright, Patent, Trademark (or associated goodwill) or other Intellectual Property or upon or prior to filing, either directly or through any agent, licensee or other designee, of any application with any governmental authority for any Copyright, Patent, Trademark, or other Intellectual Property, in each case after the chattel paper acceptable date hereof, execute and deliver such contracts, agreements and other instruments as the Collateral Agent may reasonably request, subject to Secured Party that indicates that Secured Party has a any other applicable provision of this Security Agreement, to evidence, validate, perfect and establish the priority of the security interest granted by this Security Agreement except with respect to Permitted Liens in the chattel papersuch and any related Intellectual Property. (f) To Each Grantor shall deliver and pledge to the extent Debtor uses Collateral Agent any and all certificates representing the Loan to purchase Pledged Stock, accompanied by undated stock powers duly executed in blank. (g) Each Grantor shall upon the acquisition after the date hereof by such Grantor of any Stock Collateral, Debtor's repayment of promptly either (x) transfer and deliver to the Loan Collateral Agent all such Stock Collateral (together with the certificates representing such Stock Collateral securities duly endorsed in blank or accompanied by undated stock powers duly executed in blank) or (y) take such other action as the Collateral Agent shall apply on a "first-indeem reasonably necessary or appropriate to perfect, first-out" basis so that and establish the portion of priority of, the Loan used to purchase a particular item of Collateral shall be paid security interest granted by this Security Agreement in the chronological order the Debtor purchased the such Stock Collateral.

Perfection of Security Interests. (a) Debtor shall, from time to time, execute such financing statements as Secured Party may reasonably require in order file whatever financing and continuation statements, amendments, and other documents, and may take whatever additional actions, it deems to be necessary and proper to perfect and continue the Security Interest. If any Collateral consists of a motor vehicle or other personal property with a certificate of title, Debtor shall execute such documents as may be required to have the Security Interest properly noted on a certificate of title. Debtor shall execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and Secured party's rights under this Agreement. (b) To the extent permitted by law, Debtor hereby authorizes Secured Party to file one or more financing statements (each a "Financing Statement") describing the Collateral or any agricultural liens or other statutory liens held by Secured Party. (c) Debtor shall have possession of the Collateral, except where expressly otherwise provided in this Security Agreement. Where collateral is in the possession of a third party, Debtor will join with Secured Party in notifying the third party perfection of Secured Party's security interest interests in the Collateral. To the extent that Secured Party may have previously filed financing statements affecting any of the Collateral, Debtor ratifies and obtaining an acknowledgement confirms Secured Party's authority to do so and the contents and binding effectiveness of such financing statements. Secured Party may file a carbon, photographic, facsimile, other reproduction or electronically authenticated or maintained copy of any financing statement or of this Agreement for use as a financing statement. Secured Party may make electronic filings of financing and other statements. All filings under this Section, including, without limitation, electronic filings, will be deemed to be complete and perfected for all purposes when made by Secured Party and may be made by Secured Party without the necessity that Debtor (or Secured Party on Debtor's behalf) sign any such financing statements or other perfection documents. Debtor shall reimburse Secured Party for all expenses incurred with respect to the perfection and continuation of the perfection of its security interests in the Collateral. Without limitation of the generality of the foregoing: (a) to the extent that any of the Collateral is held by a third party (such as consignee or bailee) (i) notice of the security interests created by this Agreement in such Collateral shall be given to each such third party and (ii) Debtor shall, upon the request of Secured Party, obtain and deliver to Secured Party a written and signed acknowledgment from the each such third party that it is holding the Collateral for the benefit of Secured Party; (b) to the Secured party. (d) Debtor will cooperate with Secured Party in obtaining control with respect to extent that any of the Collateral consisting is comprised of deposit accounts, investment property, letter-of-credit rights and electronic chattel paper. (e) , Debtor will not create any ensure that (i) there is only one identifiable authoritative copy of the electronic chattel paper without placing a legend on record, (ii) the authoritative electronic chattel paper acceptable to Secured Party that indicates that record for all electronic chattel paper in which Secured Party has a security interest will identify Secured Party as the first lien-holder, (iii) the authoritative electronic chattel paper record for all electronic chattel paper in which Secured Party has a security interest will be transferred to and maintained by Secured Party or a third party custodian designated by Secured Party and (iv) changes or additions to the electronic chattel paper. paper may not be made without the consent of Secured Party; (fc) To to the extent Debtor uses the Loan to purchase Collateral, Debtor's repayment that any of the Loan shall apply on a "first-inCollateral is comprised of types of Collateral that can be perfected by possession or by either possession or filing, first-out" basis so that the portion of the Loan used to purchase a particular item of all such Collateral shall be paid delivered to Secured Party; and (d) Debtor agrees to execute any further documents, and to take any further actions, reasonably requested by Secured Party to evidence, perfect or protect the security interests granted herein or to effectuate the rights granted to Secured Party herein. Secured Party is also authorized, at Debtor's cost and expense, to obtain all post-filing searches from all jurisdictions that Secured Party deems advisable to confirm the proper priority of all filings made by Secured Party under this Agreement. Debtor appoints Secured Party its true and lawful attorney-in-fact, coupled with an interest, for Debtor and in its name, to execute and sign on Debtor's behalf, and to take all acts on Debtor's behalf, that are required under this Section or that may otherwise be required to perfect, maintain and protect Secured Party's security interests in the chronological order Collateral, including the Debtor purchased the Collateralexecution of financing statements and other documents on Debtor's behalf. Such power of attorney may not be revoked.

Perfection of Security Interests. (a) Debtor shall, from time Grantor hereby authorizes the Secured Party to time, execute such file a financing statement or financing statements as Secured Party may reasonably require (the “Financing Statement”) describing the Collateral in order to perfect the Security Interest. If any Collateral consists of a motor vehicle or other personal property with a certificate of title, Debtor shall execute such documents as may be required to have the Security Interest properly noted on a certificate of title. Debtor shall execute, deliver or endorse any and all instrumentsjurisdictions where, documentsand with any and all governmental authorities with whom, assignments, security agreements and other agreements and writings which the Secured Party may at reasonably deems such filing to be necessary or appropriate including, without limitation, the jurisdiction of the debtor’s location for purposes of the Code, the United States Patent and Trademark Office and the United States Copyright Office. Grantor will reimburse the Secured Party for any time reasonably request and all reasonable costs, charges and expenses (including reasonable fees of counsel) incurred in order connection with such filings. For purposes of this Section 1.2(a), the Financing Statements shall be deemed to secureinclude any amendment, protectmodification, perfect assignment, continuation statement or enforce other similar instrument consistent with the Security Interest and rights granted to the Secured party's rights Party under this Security Agreement and the Purchase Agreement. (b) To the extent permitted by law, Debtor hereby authorizes Secured Party to file one or more financing statements (each a "Financing Statement") describing the Collateral or any agricultural liens or other statutory liens held by Secured Party. (c) Debtor Grantor shall have possession of the Collateral, except where as expressly otherwise provided in this Security AgreementAgreement or where the Secured Party chooses to perfect its security interest by possession in addition to the filing of a Financing Statement. Where collateral Collateral is in the possession of a third party, Debtor Grantor will join with the Secured Party in notifying the third party of the Secured Party's ’s security interest therein and obtaining an acknowledgement from the third party that it is holding the Collateral for the benefit of the Secured partyParty. (dc) Debtor Grantor will cooperate with the Secured Party in obtaining control (including “Control” as contemplated by Section 9312(b) of the Code) with respect to Collateral consisting of deposit accounts, investment property, letter-of-letter of credit rights and electronic chattel paper. (ed) Debtor Grantor will not create any chattel paper without placing a legend on the such chattel paper reasonably acceptable to the Secured Party indicating that indicates that the Secured Party has a secured interest in such Chattel Paper. (e) Grantor shall, upon the Grantor’s acquiring, or otherwise becoming entitled to the benefits of, any Copyright (or copyrightable material), Patent (or patentable invention), Trademark (or associated goodwill) or other Intellectual Property or upon or prior to Grantor’s filing, either directly or through any agent, licensee or other designee, of any application with any governmental authority for any Copyright, Patent, Trademark, or other Intellectual Property, in each case after the date hereof, execute and deliver such contracts, agreements and other instruments as the Secured Party may reasonably request to evidence, validate, perfect and establish the priority of the security interest granted by this Security Agreement in the chattel papersuch and any related Intellectual Property. (f) To Grantor shall deliver and pledge to the extent Debtor uses Secured Party any and all certificates representing the Loan to purchase Pledged Stock, accompanied by undated stock powers duly executed in blank. (g) Grantor shall upon the acquisition after the date hereof by Grantor of any Stock Collateral, Debtor's repayment of promptly either (x) transfer and deliver to the Loan Secured Party all such Stock Collateral (together with the certificates representing such Stock Collateral securities duly endorsed in blank or accompanied by undated stock powers duly executed in blank) or (y) take such other action as the Secured Party shall apply on a "first-indeem reasonably necessary or appropriate to perfect, first-out" basis so that and establish the portion of priority of, the Loan used to purchase a particular item of Collateral shall be paid security interest granted by this Security Agreement in the chronological order the Debtor purchased the such Stock Collateral.

Perfection of Security Interests. (a) Debtor shall, from time to time, execute such financing statements as Secured Party may reasonably require in order to perfect the Security Interest. If any Collateral consists of a motor vehicle or other personal property with a certificate of title, Debtor shall execute such documents as may be required to have the Security Interest properly noted on a certificate of title. Debtor shall execute, deliver or endorse any and all instruments, documents, chattel paper, assignments, security agreements and other agreements and writings which that Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and Secured party's Party’s rights under this Security Agreement. (b) To the extent permitted by law, Debtor hereby authorizes Secured Party to file one or more financing statements (each a "“Financing Statement"”) describing the Collateral or any agricultural liens or other statutory liens held by Secured PartyParty including (i) Financing Statements where the collateral is described with greater or lesser detail than as set forth in this Security Agreement (ii) Financing Statements in which the scope of the Collateral is expanded or reduced from the scope set forth herein and (iii) Financing Statements covering “all assets” of Debtor. (c) Debtor shall have possession of the Collateral, except where expressly otherwise provided in this Security AgreementAgreement or where Secured Party chooses to perfect its Security Interest by possession, in addition to the filing of a Financing Statement. Where collateral Collateral is in the possession of a third party, Debtor will join with Secured Party in notifying the third party of Secured Party's security interest the Security Interest and obtaining Debtor will obtain, at Debtor’s expense, an acknowledgement acknowledgment from the third party that it is holding the Collateral for the benefit of the Secured partyParty. (d) Debtor will cooperate with Secured Party in obtaining control with respect to Collateral consisting of deposit accounts, investment property, letter-of-credit rights and electronic chattel paper. (e) Debtor will not create obtain, at Debtor’s expense, the consent to the Security Interest by the issuer of any chattel paper without placing letter of credit in which Debtor has a Security Interest. (f) Debtor will place a legend on the chattel paper acceptable to Secured Party on all chattel paper and instruments included with the Collateral that indicates that Secured Party has a security interest in the chattel paperpaper and instruments. (f) To the extent Debtor uses the Loan to purchase Collateral, Debtor's repayment of the Loan shall apply on a "first-in, first-out" basis so that the portion of the Loan used to purchase a particular item of Collateral shall be paid in the chronological order the Debtor purchased the Collateral.

Perfection of Security Interests. (a) Debtor Guarantor shall, from time to time, execute such financing statements as Secured Party may reasonably require in order to perfect the Security Interest. If any Collateral consists of a motor vehicle or other personal property with a certificate of title, Debtor shall execute such documents as may be required to have the Security Interest properly noted on a certificate of title. Debtor Guarantor shall execute, deliver or endorse any and all instruments, documents, chattel paper, assignments, security agreements and other agreements and writings which that Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and Secured party's Party’s rights under this Security Agreement. (b) To the extent permitted by law, Debtor Guarantor hereby authorizes Secured Party to file one or more financing statements (each a "“Financing Statement"”) describing the Collateral or any agricultural liens or other statutory liens held by Secured PartyParty including (i) Financing Statements where the collateral is described with greater or lesser detail than as set forth in this Security Agreement (ii) Financing Statements in which the scope of the Collateral is expanded or reduced from the scope set forth herein and (iii) Financing Statements covering “all assets” of Guarantor. (c) Debtor Guarantor shall have possession of the Collateral, except where expressly otherwise provided in this Security AgreementAgreement or where Secured Party chooses to perfect its Security Interest by possession, in addition to the filing of a Financing Statement. Where collateral Collateral is in the possession of a third party, Debtor Guarantor will join with Secured Party in notifying the third party of Secured Party's security interest the Security Interest and obtaining Guarantor will obtain, at Guarantor’s expense, an acknowledgement acknowledgment from the third party that it is holding the Collateral for the benefit of the Secured partyParty. (d) Debtor Guarantor will cooperate with Secured Party in obtaining control with respect to Collateral consisting of deposit accounts, investment property, letter-of-credit rights and electronic chattel paper. (e) Debtor Guarantor will not create obtain, at Guarantor’s expense, the consent to the Security Interest by the issuer of any chattel paper without placing letter of credit in which Guarantor has a Security Interest. (f) Guarantor will place a legend on the chattel paper acceptable to Secured Party on all chattel paper and instruments included with the Collateral that indicates that Secured Party has a security interest in the chattel paperpaper and instruments. (f) To the extent Debtor uses the Loan to purchase Collateral, Debtor's repayment of the Loan shall apply on a "first-in, first-out" basis so that the portion of the Loan used to purchase a particular item of Collateral shall be paid in the chronological order the Debtor purchased the Collateral.

Perfection of Security Interests. (a) Debtor shall, from time Grantor hereby authorizes the Collateral Agent to time, execute such file a financing statement or financing statements as Secured Party may reasonably require in order to perfect the Security Interest. If any Collateral consists of a motor vehicle or such other contracts, agreements or other personal property with a certificate of titleinstruments (collectively, Debtor shall execute such documents as may be required to have the Security Interest properly noted on a certificate of title. Debtor shall execute, deliver or endorse “Financing Statements”) describing the Collateral in any and all instrumentsjurisdictions where, documentsand with any and all Governmental Entities with whom, assignmentsthe Collateral Agent reasonably deems such filing to be necessary or appropriate including, security agreements without limitation, the jurisdiction of the debtor’s location for purposes of the Code, the United States Patent and Trademark Office and the United States Copyright Office. Grantor will reimburse the Collateral Agent for any and all reasonable and documented costs, charges and expenses (including fees of counsel) incurred in connection with such filings. For purposes of this Section 1.2(a), the Financing Statements shall be deemed to include any amendment, modification, assignment, continuation statement or other agreements and writings which similar instrument consistent with the rights granted to the Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce Parties under the Security Interest and Secured party's rights under this AgreementOffering Documents. (b) To the extent permitted by law, Debtor hereby authorizes Secured Party to file one or more financing statements (each a "Financing Statement") describing the Collateral or any agricultural liens or other statutory liens held by Secured Party. (c) Debtor Grantor shall have possession of the Collateral, except where as expressly otherwise provided in this Security AgreementAgreement or where the Collateral Agent chooses to perfect its security interest by possession in addition to the filing of a Financing Statement. Where collateral Collateral is in the possession of a third party, Debtor Grantor will join with Secured Party the Collateral Agent in notifying the third party of Secured Party's the Collateral Agent’s security interest therein and obtaining an acknowledgement from the third party (in form and substance reasonably acceptable to the Collateral Agent) that it is holding the Collateral for the benefit of the Secured partyParties. (dc) Debtor Grantor will cooperate with Secured Party the Collateral Agent in obtaining control (including “Control” as contemplated by Section 9-312(b) of the Code) with respect to Collateral consisting of deposit accounts, investment property, letterDeposit Accounts and Letter-of-credit rights Credit Rights, and electronic chattel papershall obtain and deliver to the Collateral Agent fully-executed and delivered control agreements with respect to each such Deposit Account, which control agreements shall be in form and substance reasonably acceptable to the Collateral Agent. (d) Grantor will not create any Chattel Paper without a legend on such Chattel Paper reasonably acceptable to the Collateral Agent indicating that the Collateral Agent has a secured interest in such Chattel Paper. (e) Debtor will not create Grantor shall, upon the Grantor’s acquiring, or otherwise becoming entitled to the benefits of, any chattel paper without placing a legend on Copyright, Patent, Trademark (or associated goodwill) or other Intellectual Property or upon or prior to Grantor’s filing, either directly or through any agent, licensee or other designee, of any application with any Governmental Entity for any Copyright, Patent, Trademark, or other Intellectual Property, in each case after the chattel paper acceptable date hereof, give notice of such acquisition of Intellectual Property to Secured Party that indicates that Secured Party has a the Collateral Agent and execute and deliver such contracts, agreements and other instruments as the Collateral Agent may reasonably request, subject to any other applicable provision of this Security Agreement, to evidence, validate, perfect and establish the priority of the security interest granted by this Security Agreement except with respect to Permitted Liens in such and any related Intellectual Property. The Grantor hereby authorizes the chattel paperCollateral Agent to file or cause to be filed a copy of this Security Agreement with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, or such other instrument, agreement or document as the Collateral Agent determines is reasonably in order to protect, preserve, perfect and enforce the security interests granted hereunder. (f) To Grantor shall deliver and pledge to the extent Debtor uses Collateral Agent any and all certificates representing the Loan to purchase Pledged Stock, accompanied by undated stock powers duly executed in blank. (g) Grantor shall upon the acquisition after the date hereof by Grantor of any Stock Collateral, Debtor's repayment of promptly either (x) transfer and deliver to the Loan Collateral Agent all such Stock Collateral (together with the certificates representing such Stock Collateral securities duly endorsed in blank or accompanied by undated stock powers duly executed in blank) or (y) take such other action as the Collateral Agent shall apply on a "first-indeem reasonably necessary or appropriate to perfect, first-out" basis so that and establish the portion of priority of, the Loan used to purchase a particular item of Collateral shall be paid security interest granted by this Security Agreement in the chronological order the Debtor purchased the such Stock Collateral.

Perfection of Security Interests. (a) Debtor shall, from time to time, execute such financing statements as Secured Party may reasonably require in order to perfect the Security Interest. If any Collateral consists of a motor vehicle or other personal property with a certificate of title, Debtor shall execute such documents as may be required to have the Security Interest properly noted on a certificate of title. Debtor shall execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and Secured party's rights under this Agreement. (b) To the extent permitted by law, Debtor Grantor hereby authorizes the Secured Party to file one a financing statement or more financing statements (each a the "Financing Statement") describing the Collateral in any and all jurisdictions where, and with any and all governmental authorities with whom, the Secured Party reasonably deems such filing to be necessary or appropriate including, without limitation, the jurisdiction of the debtor's location for purposes of the Code, the United States Patent and Trademark Office and the United States Copyright Office. Grantor will reimburse the Secured Party for any agricultural liens and all reasonable costs, charges and expenses (including reasonable fees of counsel) incurred in connection with such filings. For purposes of this Section 1.2(a), the Financing Statements shall be deemed to include any amendment, modification, assignment, continuation statement or other statutory liens held by similar instrument consistent with the rights granted to the Secured PartyParty under this Security Agreement and the Purchase Agreement. (cb) Debtor Grantor shall have possession of the Collateral, except where as expressly otherwise provided in this Security AgreementAgreement or where the Secured Party chooses to perfect its security interest by possession in addition to the filing of a Financing Statement. Where collateral Collateral is in the possession of a third party, Debtor Grantor will join with the Secured Party in notifying the third party of the Secured Party's security interest therein and obtaining an acknowledgement from the third party that it is holding the Collateral for the benefit of the Secured partyParty. (dc) Debtor Grantor will cooperate with the Secured Party in obtaining control (including "Control" as contemplated by Section 9-312(b) of the Code) with respect to Collateral consisting of deposit accounts, investment property, letter-of-letter of credit rights and electronic chattel paper. (ed) Debtor Grantor will not create any chattel paper without placing a legend on the such chattel paper reasonably acceptable to the Secured Party indicating that indicates that the Secured Party has a secured interest in such Chattel Paper. (e) Grantor shall, upon the Grantor's acquiring, or otherwise becoming entitled to the benefits of, any Copyright (or copyrightable material), Patent (or patentable invention), Trademark (or associated goodwill) or other Intellectual Property or upon or prior to Grantor's filing, either directly or through any agent, licensee or other designee, of any application with any governmental authority for any Copyright, Patent, Trademark, or other Intellectual Property, in each case after the date hereof, execute and deliver such contracts, agreements and other instruments as the Secured Party may reasonably request to evidence, validate, perfect and establish the priority of the security interest granted by this Security Agreement in the chattel papersuch and any related Intellectual Property. (f) To Grantor shall deliver and pledge to the extent Debtor uses Secured Party any and all certificates representing the Loan to purchase Pledged Stock, accompanied by undated stock powers duly executed in blank. (g) Grantor shall upon the acquisition after the date hereof by Grantor of any Stock Collateral, Debtor's repayment of promptly either (x) transfer and deliver to the Loan Secured Party all such Stock Collateral (together with the certificates representing such Stock Collateral securities duly endorsed in blank or accompanied by undated stock powers duly executed in blank) or (y) take such other action as the Secured Party shall apply on a "first-indeem reasonably necessary or appropriate to perfect, first-out" basis so that and establish the portion of priority of, the Loan used to purchase a particular item of Collateral shall be paid security interest granted by this Security Agreement in the chronological order the Debtor purchased the such Stock Collateral.

Perfection of Security Interests. 3.1. Within five (a5) Debtor shallTrading Days (as defined in the Note) after the date of this Agreement, the Pledgor shall (i) deliver the original stock certificates representing the Pledged Shares together with signed irrevocable stock powers with original medallion signature guarantees annexed thereto, to the law firm of Xxxxxx Black Xxxxxxxx Xxxxxxxx PLLC (“Escrow Agent”), who will hold the Pledged Shares in escrow pursuant to the terms of an Escrow Agreement in the form attached hereto as Exhibit B, and (ii) deliver an irrevocable instruction letter to Company’s transfer agent substantially in the form attached hereto as Exhibit C, duly executed by the Pledgor and Company (the “Instruction Letter”). The stock powers shall be delivered in a separate envelope from time the Pledged Shares. Upon request, the Pledgor agrees to timeprovide to the Secured Party such documents and instruments as may be necessary to convert the Pledged Shares into an electronic format. 3.2. The Pledgor will, at the Pledgor’s own expense, cause to be searched the public records with respect to the Collateral and will execute, deliver, file and record (in such manner and form as the Secured Party may require), or permit the Secured Party to file and record, as the Pledgor’s attorney-in-fact, any financing statements, any carbon, photographic or other reproduction of a financing statement or this Agreement (which shall be sufficient as a financing statement hereunder), any specific assignments or other paper that may be reasonably necessary or desirable, or that the Secured Party may request, in order to create, preserve, perfect or validate any security interest or to enable the Secured Party to exercise and enforce the Secured Party’s rights hereunder with respect to any of the Collateral. The Pledgor hereby appoints the Secured Party as the Pledgor’s attorney-in-fact to execute in the name and on behalf of the Pledgor such additional financing statements as the Secured Party may reasonably require in order to perfect the Security Interest. If any Collateral consists of a motor vehicle or other personal property with a certificate of title, Debtor shall execute such documents as may be required to have the Security Interest properly noted on a certificate of title. Debtor shall execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and Secured party's rights under this Agreementrequest. (b) To the extent permitted by law, Debtor 3.3. The Pledgor hereby authorizes the Secured Party to file one or more UCC-1 financing statements (each a "Financing Statement") describing the Collateral or any agricultural liens or other statutory liens held by appropriate documents with applicable governmental agencies to evidence, perfect, and/or protect the Secured Party. (c) Debtor shall have possession of the Collateral, except where expressly otherwise provided in this Security Agreement. Where collateral is in the possession of a third party, Debtor will join with Secured Party in notifying the third party of Secured Party's security interest and obtaining an acknowledgement from the third party that it is holding the Collateral for the benefit of the Secured party. (d) Debtor will cooperate with Secured Party in obtaining control with respect to Collateral consisting of deposit accounts, investment property, letter-of-credit rights and electronic chattel paper. (e) Debtor will not create any chattel paper without placing a legend on the chattel paper acceptable to Secured Party that indicates that Secured Party has a ’s security interest in the chattel paper. (f) To the extent Debtor uses the Loan to purchase Collateral, Debtor's repayment of the Loan shall apply on a "first-in, first-out" basis so that the portion of the Loan used to purchase a particular item of Collateral shall be paid in the chronological order the Debtor purchased the Collateral.

Perfection of Security Interests. (a) Debtor shall, from time to time, execute such financing statements as Secured Party may reasonably require in order to perfect the Security Interest. If any Collateral consists of a motor vehicle or other personal property with a certificate of title, Debtor shall execute such documents as may be required to have the Security Interest properly noted on a certificate of title. Debtor shall execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and Secured party's rights under this Agreement. (b) To the extent permitted by law, Debtor hereby authorizes Secured Party to file in each and every jurisdiction as Secured Party shall determine one or more financing statements (each or a "Financing Statement") photocopy of this Agreement in substitution for a financing statement), continuation statements or amendments thereto as Secured Party shall at any time or from time to time determine, describing the Collateral as all assets of Debtor or words of similar effect, and otherwise containing such information as is required or is permissible to be contained in a financing statement filed pursuant to Article 9 of the UCC. (b) Secured Party shall receive, at Debtor's sole cost and expense, and prior to advancing any agricultural liens funds on the Obligations, an official report of each Filing Office of the Debtor State (collectively, the "Lien Reports"), indicating that Secured Party's interest is prior to all other security interests or other statutory liens held by Secured Partyinterests reflected in the Lien Reports, other than the Permitted Liens. (c) Debtor shall have possession of the Collateral, except where to the extent otherwise expressly otherwise provided in this Security AgreementAgreement or where Secured Party elects, in its sole and absolute discretion, to perfect its security interest by possession in addition to or instead of filing of a financing statement. Where collateral To the extent that any Collateral is in the possession of a third party, Debtor will agrees that it shall join with Secured Party, and take such other steps as Secured Party shall require, in notifying notifying, but also hereby authorizes Secured Party to directly notify without Debtor's joinder, the third party of Secured Party's security interest and obtaining an acknowledgement acknowledgment in such form as Secured Party shall require from the third party that it is holding the Collateral or such portion as is held by the third party for the benefit of the Secured partyParty and subject to the security interest granted herein and the operation of this Agreement. (d) Debtor will cooperate agrees that it shall join with Secured Party, and take such other steps as Secured Party shall require, in obtaining control with respect to Collateral consisting "control" of deposit accounts, investment property, letterany Letter-of-credit rights Credit Rights or Electronic Chattel Paper, with any agreements establishing control to be in form and electronic chattel papersubstance satisfactory to Secured Party. (e) Debtor will not create any chattel paper Chattel Paper without placing a legend on the chattel paper Chattel Paper in such form as is acceptable to Secured Party that indicates indicating that Secured Party has a security interest in the chattel paperChattel Paper. (f) To the extent Debtor uses the Loan to purchase Collateral, Debtor's repayment of the Loan shall apply on a "first-in, first-out" basis so that the portion of the Loan used to purchase a particular item of Collateral shall be paid in the chronological order the Debtor purchased the Collateral.

Perfection of Security Interests. (a) Debtor shall, from irrevocably authorizes Secured Party at any time to timecomplete, execute such sign or Authenticate in Debtor’s name, and file financing statements describing the Collateral and containing such other information as Secured Party deems appropriate. In addition, at the request of Secured Party, Debtor will execute financing statements in form and number satisfactory to Secured Party and will pay the cost of filing the same in all public offices where filing is deemed by Secured Party to be necessary or desirable. Debtor agrees that a carbon or photostatic copy of this agreement may reasonably require be filed as a financing statement in order any public office. (b) If certificates of title are issued or outstanding with respect to perfect any of the Security Interest. Collateral, Debtor will cause the interest of Secured Party to be properly noted thereon at Debtor’s expense. (c) If Debtor shall at any Collateral consists of a motor vehicle time hold or other personal property with a certificate acquire any Instruments, Promissory Notes, Tangible Chattel Paper, Certificated Securities, or Documents of title, Debtor shall execute notify Secured Party and, upon Secured Party’s request, endorse, assign and deliver the same to Secured Party, accompanied by such documents instruments of transfer or assignment duly executed in blank as may be required to have the Security Interest properly noted on a certificate of title. Debtor shall execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which Secured Party may at any from time reasonably request in order to secure, protect, perfect or enforce the Security Interest and Secured party's rights under this Agreementtime specify. (bd) To the extent permitted by law, Debtor hereby authorizes Secured Party to file one or more financing statements (each a "Financing Statement") describing the Where Collateral or any agricultural liens or other statutory liens held by Secured Party. (c) Debtor shall have possession of the Collateral, except where expressly otherwise provided in this Security Agreement. Where collateral is in the possession of a third party, Debtor will join with Secured Party in notifying the third party of Secured Party's ’s security interest and obtaining an acknowledgement acknowledgment from the third party that it is holding the Collateral for the benefit of the Secured partyParty. (de) Debtor will cooperate with ensure that Secured Party in obtaining obtains control with respect to Collateral consisting of deposit accountsDeposit Accounts, investment propertyInvestment Property, letterLetter-of-credit rights Credit Rights, Electronic Chattel Paper, and electronic chattel paper. (e) Debtor will not create “transferable records” as defined in Section 201 of the federal Electronic Signatures in Global and National Commerce Act or in §16 of the Uniform Electronic Transactions Act as in effect in any chattel paper without placing a legend on the chattel paper acceptable to Secured Party that indicates that Secured Party has a security interest in the chattel paperrelevant jurisdiction. (f) To the extent Debtor uses the Loan agrees to purchase Collateralexecute such other documents, Debtor's repayment of the Loan shall apply on a "first-inmake such other filings, first-out" basis so that the portion of the Loan used and take such further actions as Secured Party requests to purchase a particular item of Collateral shall be paid perfect or protect Secured Party’s security interests and rights in the chronological order the Debtor purchased the Collateral.