Common use of Further Assurances; Exceptions to Perfection Clause in Contracts

Further Assurances; Exceptions to Perfection. At any time and from time to time, upon the request of Secured Party, and at the sole expense of Debtor, Debtor shall promptly execute and deliver all such further agreements, documents, and instruments and take such further action as Secured Party may reasonably deem necessary or appropriate to preserve and perfect its security interest in the Collateral and carry out the provisions and purposes of this Agreement or to enable Secured Party to exercise and enforce its rights and remedies hereunder with respect to any of the Collateral. Without limiting the generality of the foregoing, Debtor shall upon reasonable request by Secured Party (a) execute and deliver to Secured Party such financing statements as Secured Party may from time to time require, (b) take such action after the occurrence and during the continuance of an Event of Default, as Secured Party may request, (c) and deliver to Secured Party all Collateral the possession of which is necessary to perfect the security interest therein, duly endorsed and/or accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to Secured Party; except that, prior to the occurrence and continuance of an Event of Default, Debtor may: (i) retain for collection in the ordinary course of business Proceeds of Accounts received; (ii) retain any letters of credit; and (iii) retain any Documents received and further negotiated; and (d) execute and deliver to Secured Party such other agreements, documents, and instruments as Secured Party may reasonably require to perfect and maintain the validity, effectiveness, and priority of the Liens intended to be created by this Agreement or any other Loan Document.

Further Assurances; Exceptions to Perfection. At any time and from time to time, upon the request of the Secured Party, and at the its sole expense of Debtorexpense, Debtor it shall promptly execute and deliver all such further agreements, documents, documents and instruments and take such further action as the Secured Party may reasonably deem necessary or appropriate to preserve and perfect its security interest in the Collateral and carry out the provisions and purposes of this Agreement or to enable the Secured Party to exercise and enforce its rights and remedies hereunder with respect to any of the Collateral. Without limiting the generality of the foregoing, Debtor it shall upon reasonable request by the Secured Party (a) execute and deliver to the Secured Party such financing statements as the Secured Party may from time to time require, ; (b) take such action after the occurrence and during the continuance of an Event of Default, as Secured Party may request, (c) and deliver to the Secured Party all Collateral the possession of which is necessary to perfect the security interest therein, duly endorsed and/or accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to Secured Party; except thatEXCEPT THAT, prior to the occurrence and continuance of an Event of a Default, a Debtor may: may (i) retain for collection collection, in the ordinary course of business business, checks representing Proceeds of Accounts receivedreceived in the ordinary course of business; (ii) retain any letters of creditcredit received in the ordinary course of business; and (iii) retain any Documents received and further negotiatednegotiated in the ordinary course of business; and (dc) execute and deliver to the Secured Party such other agreements, documents, documents and instruments as the Secured Party may reasonably require to perfect and maintain the validity, effectiveness, effectiveness and priority of the Liens intended to be created by this Agreement or any other the Loan DocumentDocuments.