Common use of PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN Clause in Contracts

PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN. Borrower hereby authorizes Lender to file UCC-1 financing statements and copyright mortgages against Borrower covering the Collateral owned by Borrower (and describing such Collateral, if Lender shall so choose in its absolute discretion, as “All Assets” of Borrower) in such jurisdictions as Lender shall deem necessary, prudent or desirable to perfect and protect the liens and security interests granted to Lender hereunder, with or without the signature of Borrower. Borrower shall, at Lender’s request, at any time and from time to time, authenticate, execute and deliver to Lender such financing statements, documents and other agreements and instruments (and pay the cost of filing or recording the same in all public offices deemed necessary or desirable by Lender) and do such other acts and things or cause third parties to do such other acts and things as Lender may deem necessary, prudent or desirable in its sole discretion in order to establish and maintain a valid, attached and perfected security interest in the Collateral in favor of Lender (free and clear of all other liens, claims, encumbrances and rights of third parties whatsoever, whether voluntarily or involuntarily created, except Permitted Liens) to secure payment of the Liabilities, and in order to facilitate the collection of the Collateral. Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as Borrower’s true and lawful attorney and agent-in-fact to execute and file such financing statements, documents and other agreements and instruments and do such other acts and things as may be necessary to preserve and perfect Lender’s security interest in the Collateral. Borrower further agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement shall be sufficient as a financing statement. Borrower further ratifies and confirms the prior filing by Lender of any (and any appropriate amendments or continuations thereof) and all financing statements which identify such Borrower as debtor, Lender as secured party and any or all Collateral as collateral.

PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN. Borrower hereby authorizes Lender to file UCC-1 financing statements and copyright mortgages against Borrower covering the Collateral owned by Borrower (and describing such Collateralcollateral, if Lender shall so choose in its absolute discretion, as “"All Assets” " of Borrower) in such jurisdictions as Lender shall deem necessary, prudent or desirable to perfect and protect the liens and security interests granted to Lender hereunder, with or without the signature of Borrower. Borrower shall, at Lender’s 's request, at any time and from time to time, authenticate, execute and deliver to Lender such financing statements, documents and other agreements and instruments (and pay the cost of filing or recording the same in all public offices deemed necessary necessary, prudent or desirable by Lender) and do such other acts and things or cause third parties to do such other acts and things as Lender may deem necessary, prudent or desirable in its sole reasonable discretion in order to establish and maintain a valid, attached and perfected security interest in the Collateral in favor of Lender (free and clear of all other liens, claims, encumbrances and rights of third parties whatsoever, whether voluntarily or involuntarily created, except Permitted Liens) to secure payment of the Liabilities, including without limitation providing a landlord's waiver reasonably acceptable to Lender for any location not owned by Borrower where any assets of Borrower are located, and in order to facilitate the collection of the Collateral; provided, however, Borrower shall be required to use only reasonable commercial efforts to obtain such a landlord's waiver and shall not be required to seek such a landlord's waiver at any location at which Collateral with a value of less than $50,000 in the aggregate is located. Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as Borrower’s 's true and lawful attorney and agent-in-fact to execute and file such financing statements, documents and other agreements and instruments and do such other acts and things as may be necessary to preserve and perfect Lender’s 's security interest in the Collateral. Borrower further agrees agree that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement shall be sufficient as a financing statement. Borrower further ratifies and confirms the prior filing by Lender of any and all financing statements (and any appropriate amendments or continuations thereof) and all financing statements which identify such Borrower as debtor, Lender as secured party and any or all Collateral as collateral.

PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN. Borrower hereby authorizes Lender to file UCC-1 financing statements and copyright mortgages against Borrower covering the Collateral owned by Borrower (and describing such Collateral, if Lender shall so choose in its absolute discretion, as “All Assets” of Borrower) in such jurisdictions as Lender shall deem necessary, prudent or desirable to perfect and protect the liens and security interests granted to Lender hereunder, with or without the signature of Borrower. Borrower shall, at Lender’s 's request, at any time and from time to time, authenticate, execute and deliver to Lender such financing statements, documents and other agreements and instruments (and pay the cost of filing or recording the same in all public offices deemed necessary or desirable by Lender) and do such other acts and things or cause third parties to do such other acts and things as Lender may deem necessary, prudent necessary or desirable in its sole discretion in order to establish and maintain a valid, attached and perfected security interest in the Collateral in favor of Lender Lender, (free and clear of all other liens, claims, encumbrances and rights of third parties whatsoever, whether voluntarily or involuntarily created, except Permitted Liens) to secure payment of the Liabilities, and in order to facilitate the collection of the Collateral. Each item of Chattel Paper shall, at Lender's sole election, be delivered to Lender (or its designee) or be conspicuously marked with a legend stating that such Chattel Paper is subject to the security interest granted to Lender. All items of Inventory held by Borrower as consignee shall be clearly marked as such and shall be segregated from Inventory owned by Borrower. Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as Borrower’s 's true and lawful attorney and agent-in-fact to execute and file such financing statements, documents and other agreements and instruments and do such other acts and things as may be necessary to preserve and perfect Lender’s 's security interest in the Collateral. Borrower further agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement shall be sufficient as a financing statement. Borrower further ratifies and confirms the prior filing by Lender of any (and any appropriate amendments or continuations thereof) and all financing statements which identify such Borrower as debtor, Lender as secured party and any or all Collateral as collateral.

PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN. 6.01 Subject to applicable law, each Credit Party shall, unless the Requisite Lenders otherwise consent, (a) cause each of its Subsidiaries (other than Addus FEA) to become or remain a Credit Party and a Guarantor hereunder and (b) cause each of its Subsidiaries formed or acquired after the Closing Date in accordance with the terms of this Agreement to (i) become a party to this Agreement by executing the Joinder Agreement set forth as Exhibit B hereto (the “Joinder Agreement”), and (ii) guarantee payment and performance of the Liabilities pursuant to a Guaranty Agreement and, if required by the Agent, become a Borrower under this Agreement. 6.02 Each Credit Party hereby authorizes Lender Agent to file UCC-1 file, and if requested will deliver to Agent, all financing statements and copyright mortgages against Borrower covering as may from time to time be requested by Agent in order to maintain a perfected security interest in the Collateral owned by Borrower such Credit Party. Any financing statement filed by Agent may be filed in any filing office in any UCC jurisdiction deemed necessary or desirable by Agent and may (i) indicate such Credit Party’s Collateral (1) as all assets of the Credit Party or words of similar effect, or (2) by any other description which reasonably approximates the description contained in this Agreement, and describing (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) whether such CollateralCredit Party is an organization, if Lender shall so choose in its absolute discretionthe type of organization and any organization identification number issued to such Credit Party, as “All Assets” of Borrowerand (B) in the case of a financing statement filed as a fixture filing or indicating such jurisdictions Credit Party’s Collateral as Lender shall deem necessaryas-extracted collateral or timber to be cut, prudent a sufficient description of real property to which the Collateral relates. Such Credit Party also agrees to furnish any such information to Agent promptly upon request. Such Credit Party also ratifies its authorization for Agent to have filed in any jurisdiction any initial financing statements or desirable amendments thereto if filed prior to perfect and protect the liens and security interests granted to Lender hereunder, with or without the signature of Borrowerdate hereof. Borrower Each Credit Party shall, at LenderAgent’s request, at any time and from time to time, authenticate, execute (as applicable) and deliver to Lender Agent such financing statementsagreements, documents instruments and other agreements and instruments documents (and pay the cost of filing or recording the same in all public offices deemed necessary or desirable by LenderAgent) and do such other acts and things or cause third parties to do such other acts and things as Lender Agent may deem necessary, prudent necessary or desirable in its sole discretion in order to establish and maintain a valid, attached and perfected security interest Lien on, and, if applicable control (as such term is used in Article 9 of the UCC) of, the Collateral in favor of Lender Agent (free and clear of all other liens, claims, encumbrances and rights of third parties whatsoever, whether voluntarily or involuntarily createdLiens, except Permitted Liens) to secure payment of the Liabilities, and in order to facilitate the collection of the Collateral. Borrower Each Credit Party irrevocably hereby makes, constitutes and appoints Lender Agent (and all Persons designated by Lender Agent for that purpose) as Borrowersuch Credit Party’s true and lawful attorney and agent-in-fact to execute (as applicable) and file such financing statementsagreements, documents instruments and other agreements and instruments documents and do such other acts and things as may be necessary to preserve and perfect LenderAgent’s security interest in Lien on the Collateral. Borrower further agrees that . 6.03 Each Credit Party will cause 100% of the issued and outstanding Equity Interests of each of its Subsidiaries to be subject at all times to a carbonfirst priority, photographicperfected Lien in favor of the Agent pursuant to the terms and conditions of this Agreement, photostatic the Other Agreements or other reproduction of this Agreement or of a financing statement security documents as the Agent shall be sufficient as a financing statement. Borrower further ratifies and confirms the prior filing by Lender of any (and any appropriate amendments or continuations thereof) and all financing statements which identify such Borrower as debtor, Lender as secured party and any or all Collateral as collateralreasonably request.

PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN. Borrower hereby authorizes Lender to file UCC-1 financing statements and copyright mortgages against Borrower covering the Collateral owned by Borrower (and describing such Collateral, if Lender shall so choose in its absolute discretion, as “All Assets” of Borrower) in such jurisdictions as Lender shall deem necessary, prudent or desirable to perfect and protect the liens and security interests granted to Lender hereunder, with or without the signature of Borrower. Borrower shall, at LenderCreditor’s request, at any time and from time to time, authenticate, execute and deliver to Lender Creditor such financing statements, documents and other agreements and instruments (and pay the cost of filing or recording the same in all public offices deemed necessary or desirable by LenderCreditor) and do such other acts and things or cause third parties to do such other acts and things as Lender Creditor may deem necessary, prudent necessary or desirable in its sole discretion in order to establish and maintain a valid, attached and perfected security interest in the Collateral in favor of Lender (free and clear of all other liens, claims, encumbrances and rights of third parties whatsoever, whether voluntarily or involuntarily created, except Permitted Liens) Creditor to secure payment of the Liabilities, and in order to facilitate the collection of the Collateral. Borrower irrevocably hereby makes, constitutes and appoints Lender Creditor (and all Persons designated by Lender Creditor for that purpose) as Borrower’s true and lawful attorney and agentCreditor-in-fact to execute and file such financing statements, documents and other agreements and instruments and do such other acts and things as may be necessary to preserve and perfect LenderCreditor’s security interest in the Collateral. Borrower further agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement shall be sufficient as a financing statement. Borrower further ratifies and confirms the prior filing by Lender Creditor of any (and any appropriate amendments or continuations thereof) and all financing statements which identify such Borrower as debtor, Lender Creditor as secured party and any or all Collateral as collateral. Borrower shall deliver to Creditor any and all evidence of ownership of any of the Equipment including, without limitation, certificates of title and applications of title and shall take all actions and execute all documents required to cause the security interest of Creditor hereunder to be noted upon any such certificates of title. Borrower shall indicate on its records concerning the Collateral a notation, in form satisfactory to Creditor, of the security interest of Creditor hereunder. Notwithstanding the foregoing, Borrower shall not be obligated to record the Creditor on certificates of title for rolling stock or motor vehicles.

PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN. Each Borrower hereby irrevocably authorizes Lender to file UCC-1 such Uniform Commercial Code financing statements statements, amendments, renewals and copyright mortgages against Borrower covering the Collateral owned by Borrower (and describing such Collateral, if Lender shall so choose in its absolute discretionassignments thereof, as “All Assets” of Borrower) in such jurisdictions as Lender shall deem deems reasonably necessary, prudent or desirable to perfect and protect consistent with the liens rights privileges and security interests granted afforded to Lender hereunder, with or without the signature of Borrower. Borrower hereunder and shall, at Lender’s 's request, at any time and from time to time, authenticate, execute and deliver to Lender, or authorize Lender to file, such financing statements, documents and other agreements and instruments (and pay the cost of filing or recording the same in all public offices deemed necessary or desirable by Lender) and do such other acts and things or cause third parties to do such other acts and things as Lender may deem necessary, prudent necessary or desirable in its sole discretion in order to establish and maintain a valid, attached and perfected security interest in the Collateral in favor of Lender (free and clear of all other liens, claims, encumbrances and rights of third parties whatsoever, whether voluntarily or involuntarily created, except Permitted Liens) to secure payment of the Liabilities, and in order to facilitate the collection of the Collateral. Each Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as such Borrower’s 's true and lawful attorney and agent-in-fact to execute and file such financing statements, documents and other agreements and instruments and do such other acts and things as may be necessary to preserve and perfect Lender’s 's security interest in the Collateral. Each Borrower further agrees that a carbon, photographic, photostatic or other reproduction of this Loan Agreement or of a financing statement shall be sufficient as a financing statement. , each Borrower further ratifies and confirms the prior filing by Lender of any (and any appropriate amendments or continuations thereof) and all financing statements which identify such Borrower as debtor, Lender as secured party and any or all Collateral as collateral.

PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN. Each Borrower hereby authorizes Lender to file UCC-1 financing statements and copyright mortgages against such Borrower covering the Collateral owned by such Borrower (and describing such Collateralcollateral, if Lender shall so choose in its absolute discretion, as “"All Assets” " of such Borrower) in such jurisdictions as Lender shall deem necessary, prudent or desirable to perfect and protect the liens and security interests granted to Lender hereunder, with or without the signature of such Borrower. Each Borrower shall, at Lender’s 's request, at any time and from time to time, authenticate, execute and deliver to Lender such financing statements, documents and other agreements and instruments (and pay the cost of filing or recording the same in all public offices deemed necessary necessary, prudent or desirable by Lender) and do such other acts and things or cause third parties to do such other acts and things as Lender may deem necessary, prudent or desirable in its sole discretion in order to establish and maintain a valid, attached and perfected security interest in the Collateral in favor of Lender (free and clear of all other liens, claims, encumbrances and rights of third parties whatsoever, whether voluntarily or involuntarily created, except Permitted Liens) to secure payment of the Liabilities. Without limiting the generality of the foregoing, each Borrower agrees (a) to provide a landlord's waiver reasonably satisfactory to Lender for each leased location where such Borrower maintains books and records or any Equipment financed with Equipment Loans (provided that, so long as books and records information pertaining to the business of AM Nex-Link is available at the Initial Mortgaged Premises, Borrowers shall not be required to provide a landlord's waiver for AM Nex-Link's Florida location if all such books and records are moved to the Initial Mortgaged Premises prior to October 1, 2002 and maintained at such location thereafter), and in order (b) to facilitate the collection use best efforts to provide a landlord's waiver reasonably satisfactory to Lender for each other leased location of the Collateralsuch Borrower. Each Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as such Borrower’s 's true and lawful attorney and agent-in-fact to execute and file such financing statements, documents and other agreements and instruments and do such other acts and things as may be necessary to preserve and perfect Lender’s 's security interest in the Collateral. Each Borrower further agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement shall be sufficient as a financing statement. Each Borrower further ratifies and confirms the prior filing by Lender of any and all financing statements (and any appropriate amendments or continuations thereof) and all financing statements which identify such Borrower as debtor, Lender as secured party and any or all Collateral as collateral. Notwithstanding anything to the contrary contained herein, no Borrower shall be required to comply with any certificate of title statute in order to perfect Lender's security interest in vehicles unless an Event of Default exists and Lender requests that Borrower so comply with the applicable certificate of title statutes.

PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN. Borrower hereby authorizes Lender to file UCC-1 financing statements The Parent, the Borrowers and copyright mortgages against Borrower covering the Collateral owned by Borrower (and describing such Collateral, if Lender shall so choose in its absolute discretion, as “All Assets” of Borrower) in such jurisdictions as Lender shall deem necessary, prudent or desirable to perfect and protect the liens and security interests granted to Lender hereunder, with or without the signature of Borrower. Borrower DHB Subsidiaries shall, at Lender’s 's request, at any time and from time to time, authenticate, execute and deliver to Lender such financing statements, documents and other agreements and instruments (and pay the cost of filing or recording the same in all public offices deemed necessary or desirable by Lender) and do such other acts and things or cause third parties to do such other acts and things as Lender may deem necessary, prudent necessary or desirable in its sole discretion in order to establish and maintain a valid, attached and perfected security interest in the Collateral in favor of Lender (free and clear of all other liens, claims, encumbrances and rights of third parties whatsoever, whether voluntarily or involuntarily created, except Permitted Liens) to secure payment of the Liabilities, and in order to facilitate the collection of the Collateral. Each of Parent, each Borrower and each DHB Subsidiary irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as Parent's, such Borrower’s 's or such DHB Subsidiary's true and lawful attorney and agent-in-fact to execute and file such financing statements, documents and other agreements and instruments and do such other acts and things as may be necessary to preserve and perfect Lender’s 's security interest in the Collateral. Each of Parent, each Borrower and each DHB Subsidiary further agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement shall be sufficient as a financing statement. Each of Parent, each Borrower and each DHB Subsidiary further ratifies authorizes, notifies and confirms the prior filing by Lender of any (and any appropriate amendments or continuations thereof) and all financing statements which identify Parent, such Borrower or such DHB Subsidiary as debtor, Lender as secured party and any or all Collateral as collateral.

PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN. Borrower hereby authorizes Lender to file UCC-1 financing statements and copyright mortgages against Borrower covering the Collateral owned by Borrower (and describing such Collateral, if Lender shall so choose in its absolute discretion, as “All Assets” of Borrowera) in such jurisdictions as Lender shall deem necessary, prudent or desirable to perfect and protect the liens and security interests granted to Lender hereunder, with or without the signature of Borrower. Borrower Each Grantor shall, at Lender’s 's request, at any time and from time to time, authenticate, execute and deliver to Lender such financing statements, documents and other agreements and instruments (and pay the cost of filing or recording the same in all public offices deemed necessary or desirable by Lender) and do such other acts and things or cause third parties to do such other acts and things as Lender may deem necessary, prudent necessary or desirable in its sole discretion in order to establish and maintain a valid, attached and perfected security interest in the Collateral in favor of Lender (free and clear of all other liens, claims, encumbrances and rights of third parties whatsoever, whether voluntarily or involuntarily created, except Permitted Liens) to secure payment of the LiabilitiesObligations, and in order to facilitate the collection of the Collateral. Borrower Each Grantor irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as Borrower’s such Grantor's true and lawful attorney and agent-in-fact to solely to, following the occurrence and during the continuation of an Event of Default, execute and file such financing statements, documents and other agreements and instruments and do such other acts and things as may be necessary to preserve and perfect Lender’s 's security interest in the Collateral. Borrower further agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement shall be sufficient as a financing statement. Borrower Each Grantor further ratifies and confirms the prior filing by Lender of any (and any appropriate amendments or continuations thereof) and all financing statements which identify such Borrower Grantor as debtor, Lender as secured party and any or all Collateral as collateral. (b) The Lender is hereby authorized to file (at the sole expense and cost of the Borrower) UCC financing or continuation statements, intellectual property security agreements and amendments to any of the foregoing or any similar document, in any jurisdictions and with any filing offices as the Lender may reasonably determine are necessary or advisable to perfect or otherwise protect the security interests granted to the Lender herein. Such documents may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Lender may reasonably determine is necessary or advisable, including (in respect of the Borrower only) describing such property as “all assets” or words of similar effect.

PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN. Borrower hereby authorizes Lender to file UCC-1 financing statements and copyright mortgages against Borrower covering the Collateral owned by Borrower (and describing such Collateral, if Lender shall so choose in its absolute discretion, as “All Assets” of Borrower) in such jurisdictions as Lender shall deem necessary, prudent or desirable to perfect and protect the liens and security interests granted to Lender hereunder, with or without the signature of Borrower. Borrower each Obligor shall, at Lender’s 's request, at any time and from time to time, authenticate, execute and deliver to Lender such financing statements, documents and other agreements and instruments (and pay the cost of filing or recording the same in all public offices deemed necessary or desirable by LenderLender acting reasonably in good faith) and do such other acts and things or cause third parties to do such other acts and things as Lender may deem necessary, prudent necessary or desirable acting reasonably in its sole discretion good faith, in order to establish and maintain a valid, attached and perfected security interest in the Collateral in favor favour of Lender (free and clear of all other liensLiens, claims, encumbrances and rights of third parties whatsoever, whether voluntarily or involuntarily created, except Permitted Liens) to secure payment of the Liabilities, and in order to facilitate the collection of the Collateral. Upon and during the continuance of an Event of Default the Borrower and each Obligor irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as Borrower’s 's and Obligor's, as applicable, true and lawful attorney and agent-in-fact to execute and file such financing statements, documents and other agreements and instruments and do such other acts and things as may be necessary to preserve and perfect Lender’s 's security interest in the Collateral. Borrower further agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement shall be sufficient as a financing statement. Borrower and each Obligor further ratifies and confirms the prior filing by Lender of any (and any appropriate amendments or continuations thereof) and all financing statements which identify such the Borrower or any Obligor as debtor, Lender as secured party and any or all Collateral as collateral.

PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN. Each Borrower hereby irrevocably and unconditionally authorizes Lender Administrative Agent to file UCC-1 file, and if requested will deliver to Administrative Agent, all financing statements as may from time to time be reasonably requested by Administrative Agent in order to maintain a first priority perfected security interest and copyright mortgages against Borrower covering lien in the Collateral owned by Borrower (and describing such Collateral, including, without limitation, (if Lender shall so choose requested by Administrative Agent) financing statement amendments assigning to Administrative Agent any financing statements naming a Borrower as a secured party. Any financing statement filed by Administrative Agent may be filed in its absolute discretion, as “All Assets” of Borrower) any filing office in such jurisdictions as Lender shall deem necessary, prudent any UCC or PPSA jurisdiction deemed necessary or desirable by Administrative Agent and may contain such information as reasonably determined by Administrative Agent and permitted by applicable law. Each Borrower also agrees to perfect and protect the liens and security interests granted furnish any such information to Lender hereunder, with or without the signature of BorrowerAdministrative Agent promptly upon its reasonable request. Each Borrower shall, at LenderAdministrative Agent’s request, at any time and from time to time, authenticate, execute and deliver to Lender Administrative Agent such financing statements, documents and other agreements and instruments (and pay the cost of filing or recording the same in all public offices deemed necessary or desirable by LenderAdministrative Agent) and do such other acts and things or cause third parties to do such other acts and things as Lender Administrative Agent may deem necessary, prudent necessary or desirable in its sole discretion Permitted Discretion in order to establish and maintain a valid, attached and perfected security interest in the Collateral in favor of Lender Administrative Agent (free and clear of all other liens, claims, encumbrances and rights of third parties whatsoever, whether voluntarily or involuntarily created, except Permitted Liens) to secure payment of the LiabilitiesObligations, and in order to facilitate the collection of the Collateral. Each Borrower irrevocably hereby makes, constitutes and appoints Lender Administrative Agent (and all Persons designated by Lender Administrative Agent for that purpose) as such Borrower’s true and lawful attorney and agent-in-fact to execute and file such financing statements, documents and other agreements and instruments and do such other acts and things as may be necessary to preserve and perfect LenderAdministrative Agent’s security interest in the Collateral. Borrower further agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement shall be sufficient as a financing statement. Each Borrower further ratifies and confirms the prior filing by Lender Administrative Agent of any (and any appropriate amendments or continuations thereof) and all financing statements which identify such Borrower as debtor, Lender Administrative Agent as secured party and any or all Collateral as collateral.

PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN. Borrower hereby authorizes Lender Subject to file UCC-1 financing statements and copyright mortgages against Borrower covering the Collateral owned by Borrower (and describing such Collateralrights of BHF therein, if Lender shall so choose in its absolute discretion, as “All Assets” of Borrower) in such jurisdictions as Lender shall deem necessary, prudent or desirable to perfect and protect the liens and security interests granted to Lender hereunder, with or without the signature of Borrower. Borrower shall, at Lender’s 's request, at any time and from time to time, authenticate, execute and deliver to Lender such financing statements, documents and other agreements and instruments (and pay the cost of filing or recording the same in all public offices deemed necessary or desirable by Lender) and do such other acts and things or cause third parties to do such other acts and things as Lender may deem necessary, prudent necessary or desirable in its sole discretion in order to establish and maintain a valid, attached and perfected security interest in the Collateral in favor of Lender (free and clear of all other liens, claims, encumbrances and rights of third parties whatsoever, whether voluntarily or involuntarily createdLiens, except the Liens in favor of BHF and other Permitted Liens) to secure payment of the LiabilitiesObligations, and in order to facilitate the collection of the Collateral. Subject to the rights of BHF in the Collateral, Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as Borrower’s 's true and lawful attorney and agent-in-fact to execute and file such financing statements, documents and other agreements and instruments and do such other acts and things as may be necessary to preserve and perfect Lender’s 's security interest in the Collateral. Borrower further agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement shall be sufficient as a financing statement. Borrower further ratifies and confirms the prior filing by Lender of any (and any appropriate amendments or continuations thereof) and all financing statements which identify such the Borrower as debtor, Lender as secured party and any or all Collateral as collateral. Notwithstanding the foregoing, if at any time BHF issues to the Borrower an instruction with respect to the Collateral or BHF's rights thereunder, Borrower may, and the Lender hereby authorizes and instructs the Borrower to, follow such instruction of BHF, notwithstanding any conflict that may exist with respect to the Lender's rights in such Collateral, the Borrower's obligations hereunder or the Lender's instructions with respect thereto, and the Borrower's actions in response to such instructions of BHF shall not constitute a Default or Event of Default hereunder, so long as such compliance with BHF's instructions do not constitute a Default or Event of Default under the Revolving Loan Agreement or Replacement Revolving Loan Agreement, as applicable.

PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN. Borrower hereby authorizes Lender Subject to file UCC-1 financing statements and copyright mortgages against Borrower covering the Collateral owned by Borrower (and describing such Collateralrights of BHF therein, if Lender shall so choose in its absolute discretion, as “All Assets” of Borrower) in such jurisdictions as Lender shall deem necessary, prudent or desirable to perfect and protect the liens and security interests granted to Lender hereunder, with or without the signature of Borrower. Borrower shall, at Lender’s request, at any time and from time to time, authenticate, execute and deliver to Lender such financing statements, documents and other agreements and instruments (and pay the cost of filing or recording the same in all public offices deemed necessary or desirable by Lender) and do such other acts and things or cause third parties to do such other acts and things as Lender may deem necessary, prudent necessary or desirable in its sole discretion in order to establish and maintain a valid, attached and perfected security interest in the Collateral in favor of Lender (free and clear of all other liens, claims, encumbrances and rights of third parties whatsoever, whether voluntarily or involuntarily createdLiens, except the Liens in favor of BHF and other Permitted Liens) to secure payment of the LiabilitiesObligations, and in order to facilitate the collection of the Collateral. Subject to the rights of BHF in the Collateral, Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as Borrower’s true and lawful attorney and agent-in-fact to execute and file such financing statements, documents and other agreements and instruments and do such other acts and things as may be necessary to preserve and perfect Lender’s security interest in the Collateral. Borrower further agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement shall be sufficient as a financing statement. Borrower further ratifies and confirms the prior filing by Lender of any (and any appropriate amendments or continuations thereof) and all financing statements which identify such the Borrower as debtor, Lender as secured party and any or all Collateral as collateral. Notwithstanding the foregoing, if at any time BHF issues to the Borrower an instruction with respect to the Collateral or BHF’s rights thereunder, Borrower may, and the Lender hereby authorizes and instructs the Borrower to, follow such instruction of BHF, notwithstanding any conflict that may exist with respect to the Lender’s rights in such Collateral, the Borrower’s obligations hereunder or the Lender’s instructions with respect thereto, and the Borrower’s actions in response to such instructions of BHF shall not constitute a Default or Event of Default hereunder, so long as such compliance with BHF’s instructions do not constitute a Default or Event of Default under the Revolving Loan Agreement.

PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN. Borrower hereby authorizes Lender to file UCC-1 financing statements and copyright mortgages against Borrower covering the Collateral owned by Borrower (and describing such Collateral, if Lender shall so choose in its absolute discretion, as “All Assets” of Borrower) in such jurisdictions as Lender shall deem necessary, prudent or desirable to perfect and protect the liens and security interests granted to Lender hereunder, with or without the signature of Borrower. Borrower shall, at LenderAdministrative Agent’s request, at any time and from time to time, authenticate, execute and deliver to Lender Administrative Agent such financing statements, documents and other agreements and instruments (and pay the cost of filing or recording the same in all public offices deemed necessary or desirable by LenderAdministrative Agent) and do such other acts and things or cause third parties to do such other acts and things as Lender Administrative Agent may deem necessary, prudent necessary or desirable in its sole discretion in order to establish and maintain a valid, attached and perfected security interest in the Collateral in favor of Lender Administrative Agent (free and clear of all other liens, claims, encumbrances and rights of third parties whatsoever, whether voluntarily or involuntarily created, except Permitted Liens) to secure payment of the Liabilities, and in order to facilitate the collection of the Collateral. Borrower hereby irrevocably authorizes the Administrative Agent at any time and from time to time, to file in any jurisdiction any initial financing statements and amendments thereto without the signature of the Borrower describing the Collateral. Borrower irrevocably hereby makes, constitutes and appoints Lender Administrative Agent (and all Persons designated by Lender Administrative Agent for that purpose) as Borrower’s true and lawful attorney and agent-in-fact to execute and file such financing statements, documents and other agreements and instruments and do such other acts and things as may be necessary to preserve and perfect LenderAdministrative Agent’s security interest in the Collateral. Borrower further agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement shall be sufficient as a financing statement. Borrower further ratifies and confirms the prior filing by Lender Administrative Agent of any (and any appropriate amendments or continuations thereof) and all financing statements which identify such the Borrower as debtor, Lender Administrative Agent as secured party and any or all Collateral as collateral.

PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN. Borrower hereby authorizes Lender to file UCC-1 financing statements and copyright mortgages against Borrower covering the Collateral owned by Borrower (and describing such Collateral, if Lender shall so choose in its absolute discretion, as “All Assets” of Borrowera) in such jurisdictions as Lender shall deem necessary, prudent or desirable to perfect and protect the liens and security interests granted to Lender hereunder, with or without the signature of Borrower. Borrower shall, at Lender’s request, at any time and from time to time, authenticate, execute and deliver to Lender such financing statements, documents and other agreements and instruments (and pay the cost of filing or recording the same in all public offices deemed necessary or desirable by Lender) and do such other acts and things or cause third parties to do such other acts and things as Lender may deem necessary, prudent necessary or desirable in its sole discretion in order to establish and maintain a valid, attached and perfected security interest in the Collateral in favor of Lender (free and clear of all other liens, claims, encumbrances claims and rights of third parties whatsoever, whether voluntarily or involuntarily created, except Permitted Liens) to secure payment of the Liabilities, and in order to facilitate the collection of the Collateral. Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as Borrower’s true and lawful attorney and agent-in-fact to execute and file such financing statements, documents and other agreements and instruments and do such other acts and things as may be necessary to preserve and perfect Lender’s security interest in the Collateral. . (b) Immediately upon Borrower’s receipt of any portion of the Collateral evidenced by an Agreement, Instrument of Document including, without limitation, any Tangible Chattel Paper and any Investment Property consisting of certificated securities, Borrower further agrees that a carbon, photographic, photostatic shall deliver the original thereof to Lender together with an appropriate endorsement or other reproduction specific evidence of this Agreement assignment thereof to Lender (in form and substance acceptable to Lender). If any endorsement or of a financing statement shall be sufficient as a financing statement. Borrower further ratifies and confirms the prior filing by Lender assignment of any (and such items shall not be made for any appropriate amendments or continuations thereof) and all financing statements which identify such Borrower as debtorreason, Lender is hereby irrevocably authorized as secured party Borrower’s attorney and agent-in-fact, to endorse or assign the same on Borrower’s behalf. (c) To the extent Borrower obtains or maintains any Electronic Chattel Paper, Deposit Accounts or all Letter-of-Credit Rights, Borrower shall do such acts and things or cause third parties to do such acts and things to establish control in favor of Lender as control for such type of Collateral as collateralis defined in the UCC.