Common use of Perfection and Protection of Security Interest Clause in Contracts

Perfection and Protection of Security Interest. (a) Each Grantor shall, at its expense, perform all steps requested by Agent at any time to perfect, maintain, protect, and enforce Agent’s Liens, including: (i) executing, delivering and/or filing and recording of the any agreements and filing financing or continuation statements, and amendments thereof, in form and substance satisfactory to Agent; and (ii) delivering to Agent the originals of all Instruments, Documents, and tangible Chattel Paper, and all other Collateral in such Grantor’s possession of which Agent determines it should have physical possession in order to perfect or protect Agent’s Lien therein, duly pledged, endorsed, or assigned to Agent without restriction. (b) Each Grantor shall hold all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock papers executed in blank), Chattel Paper and Instruments as a custodian for the benefit of Agent. (c) Upon request by Agent, each Grantor shall obtain or use its commercially reasonable efforts to obtain Lien Waivers with respect to the Collateral. (d) Each Grantor shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities to or for such Grantor. (e) Each Grantor shall take all steps necessary to grant Agent control of all electronic chattel paper in accordance with the UCC and all “transferable records” as defined in the Uniform Electronic Transactions Act. (f) Promptly upon request, Grantors shall deliver such instruments, assignments, title certificates, or other documents or agreements, and shall take such actions, as Agent deems appropriate under Applicable Law to evidence or perfect its Lien on any Collateral, or otherwise to give effect to the intent of this Security Agreement. Each Grantor authorizes Agent to file any financing statement that indicates the Collateral as “all assets” or “all personal property” of such Grantor, or words to similar effect, and ratifies any action taken by Agent before the Closing Date (as defined in the Loan Agreement) to effect or perfect its Lien on any Collateral. (g) Grantors shall promptly notify Agent in writing if any Grantor has a Commercial Tort Claim (other than, as long as no Default or Event of Default exists, a Commercial Tort Claim for less than $500,000) and, upon Agent’s request, shall promptly take such actions as Agent deems appropriate to confer upon Agent (for the benefit of the Lenders) a duly perfected, first priority Lien upon such claim. (h) So long as the Guaranty is in effect and until all Secured Obligations have been fully satisfied, Agent’s Liens shall continue in full force and effect in all Collateral. (i) Except as set forth in the Loan Agreement, no Grantor shall merge, combine or consolidate with any Person, or liquidate, wind up its affairs or dissolve itself, in each case whether in a single transaction or in a series of related transactions, except for mergers or consolidations into a Borrower; change its name or conduct business under any fictitious name; change its tax, charter or other organizational identification number; or change its form or state of organization.

Perfection and Protection of Security Interest. (a) Each The Grantor shall, at its expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s Liens, including: (i) executing, delivering and/or filing and recording of the any agreements Mortgage(s) and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; and (ii) delivering to the Agent warehouse receipts covering any portion of the originals Collateral located in warehouses and for which warehouse receipts are issued and certificates of all Instruments, Documents, and tangible Chattel Paper, and all other Collateral in such title covering any portion of the collateral for which certificates of title have been issued; (iii) placing notations on the Grantor’s possession books of which Agent determines it should have physical possession in order account to perfect or protect disclose the Agent’s Lien thereinsecurity interest; and (iv) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent’s Liens. The Grantor agrees that a carbon, duly pledgedphotographic, endorsedphotostatic, or assigned to Agent without restrictionother reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement. (b) Each Upon Agent’s request and after the occurrence of an Event of Default, Grantor shall hold deliver to Agent all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock papers powers executed in blank), Chattel Paper and Instruments as a custodian promptly after Grantor receives the same. (c) Grantor shall, in accordance with the terms of the Credit Agreement, obtain or use its best efforts to obtain waivers or subordinations of Liens from landlords and mortgagees, and Grantor shall in all instances obtain signed acknowledgements of Agent’s Liens from bailees having possession of any Collateral that they hold for the benefit of Agent. (c) Upon request by Agent, each Grantor shall obtain or use its commercially reasonable efforts to obtain Lien Waivers with respect to the Collateral. (d) Each If required by the terms of the Credit Agreement and not waived by Agent in writing (which waiver may be revoked), Grantor shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities to or for such Grantor. (e) Each If Grantor is or becomes the beneficiary of a letter of credit Grantor shall direct all payments thereunder to the Payment Account. (f) Grantor shall take all steps necessary necessary, as requested by Agent, to grant the Agent control of all electronic chattel paper in accordance with the UCC Code and all “transferable records” as defined in the Uniform Electronic Transactions Act. (fg) Promptly upon requestGrantor hereby irrevocably authorizes the Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as set forth herein, Grantors shall deliver regardless of whether any particular asset comprised in the Collateral falls within the scope of Division 9 of the UCC of the State of California or such instruments, assignments, title certificatesother jurisdiction, or other documents (ii) as being of an equal or agreementslesser scope or with greater detail, and shall take (b) contain any other information required by Part 5 of Division 9 of the UCC of the State of California or such actions, as Agent deems appropriate under Applicable Law to evidence other jurisdiction for the sufficiency or perfect its Lien on any Collateral, or otherwise to give effect to the intent filing office acceptance of this Security Agreement. Each Grantor authorizes Agent to file any financing statement that indicates or amendment, including (i) whether Grantor is an organization, the type of organization and any organization identification number issued to Grantor, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral as “all assets” relates. Grantor agrees to furnish any such information to the Agent promptly upon request. Grantor also ratifies its authorization for the Agent to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or “all personal property” of such Grantor, or words amendments thereto if filed prior to similar effect, and ratifies any action taken by Agent before the Closing Date date hereof. (h) Any commercial tort claim (as defined in the Loan UCC) acquired by the Grantor which the Grantor is required to disclose to the SEC in accordance with the Exchange Act shall be disclosed to Agent, and unless otherwise consented to by Agent, the Grantor shall enter into a supplement to this Security Agreement) , granting to effect or perfect its Agent a Lien on any Collateralin such commercial tort claim. (gi) Grantors shall promptly notify Agent in writing if any From time to time, the Grantor has a Commercial Tort Claim (other than, as long as no Default or Event of Default exists, a Commercial Tort Claim for less than $500,000) andshall, upon the Agent’s request, shall promptly take such actions as Agent deems appropriate execute and deliver confirmatory written instruments pledging to confer upon Agent (the Agent, for the ratable benefit of the Agent and the Lenders) a duly perfected, first priority Lien upon such claim. (h) the Collateral, but the Grantor’s failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to the Grantor. So long as the Guaranty Credit Agreement is in effect and until all Secured Obligations have been fully satisfied, the Agent’s Liens shall continue in full force and effect in all Collateral. Collateral (i) Except whether or not deemed eligible for the purpose of calculating the Availability or as set forth in the Loan Agreementbasis for any advance, no Grantor shall mergeloan, combine or consolidate with any Personextension of credit, or liquidate, wind up its affairs or dissolve itself, in each case whether in a single transaction or in a series of related transactions, except for mergers or consolidations into a Borrower; change its name or conduct business under any fictitious name; change its tax, charter or other organizational identification number; or change its form or state of organizationfinancial accommodation).

Perfection and Protection of Security Interest. (a) Each Grantor shall, at its expense, perform all steps requested by the Collateral Agent at any time to perfect, maintain, protect, and enforce the Collateral Agent’s Liens, including: (i) executing, delivering and/or filing and recording of the any agreements and filing financing or continuation statements, and amendments thereof, in form and substance satisfactory to the Collateral Agent; and (ii) delivering to the Collateral Agent the originals of all Contracts, Instruments, Documents, and tangible Chattel Paper, and all other Collateral in such Grantor’s possession of which the Collateral Agent determines it should have physical possession in order to perfect or protect the Collateral Agent’s Lien therein, duly pledged, endorsed, or assigned to the Collateral Agent without restriction. (b) Each Grantor shall hold all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock papers executed in blank), Chattel Paper Paper, Contracts and Instruments as a custodian for the benefit of Collateral Agent. (c) Upon request by Collateral Agent, each Grantor shall obtain or use its commercially reasonable best efforts to obtain Lien Waivers with respect to the Collateral. (d) Each Grantor shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities to or for such Grantor. (e) Each Grantor shall take all steps necessary to grant the Collateral Agent control of all electronic chattel paper in accordance with the UCC and all “transferable records” as defined in the Uniform Electronic Transactions Act. (f) Promptly upon request, Grantors Grantor shall deliver such instruments, assignments, title certificates, or other documents or agreements, and shall take such actions, as Collateral Agent deems appropriate under Applicable Law to evidence or perfect its Lien on any Collateral, or otherwise to give effect to the intent of this Security Agreement. Each Grantor authorizes Collateral Agent to file any financing statement that indicates the Collateral as “all assets” or “all personal property” of such Grantor, or words to similar effect, and ratifies any action taken by Collateral Agent before the Closing Date (as defined in the Loan Agreement) to effect or perfect its Lien on any Collateral. (g) Grantors Grantor shall promptly notify Collateral Agent in writing if any Grantor has a Commercial Tort Claim (other than, as long as no Default or Event of Default exists, a Commercial Tort Claim for less than $500,000100,000) and, upon Collateral Agent’s request, shall promptly take such actions as Collateral Agent deems appropriate to confer upon Collateral Agent (for the benefit of the Lenders) a duly perfected, first priority Lien upon such claim. (h) So long as the Guaranty is in effect and until all Secured Obligations have been fully satisfied, the Collateral Agent’s Liens shall continue in full force and effect in all Collateral. (i) Except as set forth in the Loan Agreement, no No Grantor shall merge, combine or consolidate with any Person, or liquidate, wind up its affairs or dissolve itself, in each case whether in a single transaction or in a series of related transactions, except for mergers or consolidations into a Borrower; change its name or conduct business under any fictitious name; change its tax, charter or other organizational identification number; or change its form or state of organization.

Perfection and Protection of Security Interest. (a) Each Grantor shall, at its expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s Liens, including: (i) executing, delivering and/or filing and recording of the any agreements and filing financing or continuation statements, and amendments thereof, in form and substance satisfactory to the Agent; and (ii) delivering to the Agent the originals of all Contracts, Instruments, Documents, and tangible Chattel Paper, and all other Collateral in such Grantor’s possession of which the Agent determines it should have physical possession in order to perfect or protect the Agent’s Lien therein, duly pledged, endorsed, or assigned to the Agent without restriction. (b) Each Grantor shall hold all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock papers executed in blank), Chattel Paper Paper, Contracts and Instruments as a custodian for the benefit of Agent. (c) Upon request by Agent, each Grantor shall obtain or use its commercially reasonable best efforts to obtain Lien Waivers with respect to the Collateral. (d) Each Grantor shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities to or for such Grantor. (e) Each Grantor shall take all steps necessary to grant the Agent control of all electronic chattel paper in accordance with the UCC and all “transferable records” as defined in the Uniform Electronic Transactions Act. (f) Promptly upon request, Grantors Grantor shall deliver such instruments, assignments, title certificates, or other documents or agreements, and shall take such actions, as Agent deems appropriate under Applicable Law to evidence or perfect its Lien on any Collateral, or otherwise to give effect to the intent of this Security Agreement. Each Grantor authorizes Agent to file any financing statement that indicates the Collateral as “all assets” or “all personal property” of such Grantor, or words to similar effect, and ratifies any action taken by Agent before the Closing Date (as defined in the Loan Agreement) to effect or perfect its Lien on any Collateral. (g) Grantors Grantor shall promptly notify Agent in writing if any Grantor has a Commercial Tort Claim (other than, as long as no Default or Event of Default exists, a Commercial Tort Claim for less than $500,000100,000) and, upon Agent’s request, shall promptly take such actions as Agent deems appropriate to confer upon Agent (for the benefit of the Lenders) a duly perfected, first priority Lien upon such claim. (h) So long as the Guaranty is in effect and until all Secured Obligations have been fully satisfied, the Agent’s Liens shall continue in full force and effect in all Collateral. (i) Except as set forth in the Loan Agreement, no No Grantor shall merge, combine or consolidate with any Person, or liquidate, wind up its affairs or dissolve itself, in each case whether in a single transaction or in a series of related transactions, except for mergers or consolidations into a Borrower; change its name or conduct business under any fictitious name; change its tax, charter or other organizational identification number; or change its form or state of organization.

Perfection and Protection of Security Interest. (a) Each Grantor Borrower authorizes Agent to file one or more financing statements disclosing Agent’s security interest and Lien under this Agreement, and to correct or complete, or cause to be corrected or completed, any financing statements, continuation statements or other such documents as have been filed naming Borrower as debtor and Agent as secured party, and to give notice to any creditor or landlord of Borrower or to any other Person who Agent may reasonably determine is necessary or desirable under applicable law to give notice to perfect or preserve Agent’s interests in the Collateral. Borrower shall, at its expense, perform all steps requested by Agent at any time to perfect, maintain, protect, protect and enforce Agent’s Liens, including: (i) executing, delivering and/or filing and recording of the any agreements and filing financing or continuation statements, and amendments thereof, in form and substance satisfactory to Agent; and (ii) delivering to Agent the originals of all Instrumentsinstruments, Documents, documents and tangible Chattel Paperchattel paper, and all other Collateral in such Grantor’s possession of which Agent determines it should have physical possession in order to perfect or and protect Agent’s Lien security interest therein, duly pledged, endorsed, indorsed or assigned to Agent without restriction; (iii) delivering to Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; (iv) when an Event of Default exists, transferring Inventory to warehouses designated by Agent; (v) placing notations on Borrower’s books of account to disclose Agent’s security interest; (vii) delivering to Agent all letters of credit on which Borrower is named beneficiary; and (viii) taking such other steps as are deemed necessary or desirable by Agent to maintain and protect Agent’s Liens. Agent may file one or more financing statements disclosing Agent’s Liens. A carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. Borrower ratifies each financing statement listing Borrower as debtor and Agent as secured party and that was filed prior to the execution of this Agreement. (b) Each Grantor If any Collateral is in the possession or control of any warehouseman or any of Borrower’s consignees, agents, processors, customers or other bailees, Borrower shall hold all Collateral consisting of negotiable Documentsnotify such warehousemen, certificated securities (accompanied by stock papers executed in blank)consignee, Chattel Paper and Instruments as a custodian for the benefit agents, processors, customers or other bailees of Agent’s security interest and Lien therein, and upon Agent’s request, Borrower will obtain a bailee letter agreement and financing statements acceptable to Agent from such warehousemen, consignees, agents, processors, customers or other bailees, pursuant to which each such warehousemen, consignee, agent, processor, customer or other bailee acknowledges in an authenticated record that such Person is holding the Collateral for Agent’s benefit, and such documentation from any secured creditor or lessor of such Person as Agent may request. If at any time any Collateral is located at any location which is not owned by Borrower, then Borrower shall, at the request of Agent, obtain written waivers, in form and substance satisfactory to Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral. Borrower authorizes Agent to give notice to any creditor or landlord of Borrower or to any other Person who Agent may determine is necessary or desirable under applicable law to give notice to perfect or preserve Lenders’ interests in the Collateral. (c) Upon request by AgentFrom time to time, each Grantor shall obtain or use its commercially reasonable efforts to obtain Lien Waivers with respect to the Collateral. (d) Each Grantor shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities to or for such Grantor. (e) Each Grantor shall take all steps necessary to grant Agent control of all electronic chattel paper in accordance with the UCC and all “transferable records” as defined in the Uniform Electronic Transactions Act. (f) Promptly upon request, Grantors shall deliver such instruments, assignments, title certificates, or other documents or agreements, and shall take such actions, as Agent deems appropriate under Applicable Law to evidence or perfect its Lien on any Collateral, or otherwise to give effect to the intent of this Security Agreement. Each Grantor authorizes Agent to file any financing statement that indicates the Collateral as “all assets” or “all personal property” of such Grantor, or words to similar effect, and ratifies any action taken by Agent before the Closing Date (as defined in the Loan Agreement) to effect or perfect its Lien on any Collateral. (g) Grantors shall promptly notify Agent in writing if any Grantor has a Commercial Tort Claim (other than, as long as no Default or Event of Default exists, a Commercial Tort Claim for less than $500,000) andBorrower shall, upon Agent’s request, shall promptly take such actions as Agent deems appropriate execute and deliver confirmatory written instruments pledging to confer upon Agent (Agent, for the benefit of Agent and Lenders, the Lenders) a duly perfectedCollateral, first priority Lien upon such claim. (h) but Borrower’s failure to do so shall not affect or limit Agent’s security interest or Agent’s other rights in and to the Collateral. So long as the Guaranty this Agreement is in effect and until all Secured Obligations have been fully paid and satisfied, Agent’s Liens shall continue in full force and effect in all Collateral. (id) Except as set forth With respect to any of the Collateral for which control of such Collateral is a method of perfection under the UCC, including all of Borrower’s rights, titles and interests in the Loan Agreementdeposit accounts, no Grantor shall mergeinvestment property, combine or consolidate with any Personelectronic chattel paper and letter of credit rights, or liquidateBorrower will, wind up its affairs or dissolve itselfon Agent’s request, in cause to be executed by each case whether Person that Agent determines is appropriate, a control agreement in a single transaction or in a series of related transactions, except for mergers or consolidations into a Borrower; change its name or conduct business under any fictitious name; change its tax, charter or other organizational identification number; or change its form or state of organizationacceptable to Agent.

Perfection and Protection of Security Interest. (a) Each Grantor shall, at its expense, perform all reasonable steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s Liens, including: (i) executing, delivering and/or filing and recording of the any agreements executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to Agent; the Agent and (ii) delivering taking such other steps as are deemed necessary or reasonably desirable by the Agent to Agent maintain and protect the originals of all Instruments, Documents, and tangible Chattel Paper, and all other Collateral in such Grantor’s possession of which Agent determines it should have physical possession in order to perfect or protect Agent’s Lien thereinLiens. Grantor agrees that a carbon, duly pledgedphotographic, endorsedphotostatic, or assigned to Agent without restrictionother reproduction of this Agreement or of a financing statement is sufficient as a financing statement. (b) Each Grantor shall hold hereby irrevocably authorizes the Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral consisting falls within the scope of negotiable DocumentsArticle 9 of the UCC of the State of New York or such jurisdiction, certificated securities or (accompanied ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by stock papers executed in blank), Chattel Paper and Instruments as a custodian part 5 of Article 9 of the UCC of the State of New York for the benefit sufficiency or filing office acceptance of Agentany financing statement or amendment, including whether Grantor is an organization, the type of organization and any organization identification number issued to Grantor. Grantor agrees to furnish any such information to the Agent promptly upon request. Grantor also ratifies its authorization for the Agent to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof. (c) Upon request by AgentFrom time to time, each Grantor shall obtain or use its commercially reasonable efforts to obtain Lien Waivers with respect to the Collateral. (d) Each Grantor shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities to or for such Grantor. (e) Each Grantor shall take all steps necessary to grant Agent control of all electronic chattel paper in accordance with the UCC and all “transferable records” as defined in the Uniform Electronic Transactions Act. (f) Promptly upon request, Grantors shall deliver such instruments, assignments, title certificates, or other documents or agreements, and shall take such actions, as Agent deems appropriate under Applicable Law to evidence or perfect its Lien on any Collateral, or otherwise to give effect to the intent of this Security Agreement. Each Grantor authorizes Agent to file any financing statement that indicates the Collateral as “all assets” or “all personal property” of such Grantor, or words to similar effect, and ratifies any action taken by Agent before the Closing Date (as defined in the Loan Agreement) to effect or perfect its Lien on any Collateral. (g) Grantors shall promptly notify Agent in writing if any Grantor has a Commercial Tort Claim (other than, as long as no Default or Event of Default exists, a Commercial Tort Claim for less than $500,000) andshall, upon the Agent’s request, shall promptly take such actions as Agent deems appropriate execute and deliver confirmatory written instruments pledging to confer upon Agent (the Agent, for the ratable benefit of the Agent, the Lenders and the Selected Revolving Lenders) a duly perfected, first priority Lien upon such claim. (h) So long as the Guaranty is Collateral, but Grantor’s failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender in effect and until all Secured Obligations have been fully satisfiedto the Collateral with respect to Grantor. Prior to and including the Trademark Subfacility Payoff Date, the Agent’s Liens shall continue in full force and effect in all Collateral. (i) Except as set forth in the Loan Agreement, no Grantor shall merge, combine or consolidate with any Person, or liquidate, wind up its affairs or dissolve itself, in each case whether in a single transaction or in a series of related transactions, except for mergers or consolidations into a Borrower; change its name or conduct business under any fictitious name; change its tax, charter or other organizational identification number; or change its form or state of organization.

Perfection and Protection of Security Interest. (a) Each Grantor shall, at its expense, perform all steps requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent’s Liens, including: (i) executing, delivering and/or filing and recording of the any agreements and filing financing or continuation statements, and amendments thereof, in form and substance satisfactory to the Agent; and (ii) delivering to the Agent the originals of all Contracts, Instruments, Documents, and tangible Chattel Paper, and all other Collateral in such Grantor’s possession of which the Agent determines it should have physical possession in order to perfect or protect the Agent’s Lien therein, duly pledged, endorsed, or assigned to the Agent without restriction. (b) Each Grantor shall hold all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock papers executed in blank), Chattel Paper Paper, Contracts and Instruments as a custodian for the benefit of Agent. (c) Upon request by Agent, each Grantor shall obtain or use its commercially reasonable best efforts to obtain Lien Waivers with respect to the Collateral. (d) Each Grantor shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities to or for such Grantor. (e) Each Grantor shall take all steps necessary to grant the Agent control of all electronic chattel paper in accordance with the UCC and all “transferable records” as defined in the Uniform Electronic Transactions Act. (f) Promptly upon request, Grantors shall deliver such instruments, assignments, title certificates, or other documents or agreements, and shall take such actions, as Agent deems appropriate under Applicable Law to evidence or perfect its Lien on any Collateral, or otherwise to give effect to the intent of this Security Agreement. Each Grantor authorizes Agent to file any financing statement that indicates the Collateral as “all assets” or “all personal property” of such Grantor, or words to similar effect, and ratifies any action taken by Agent before the Closing Date (as defined in the Loan Agreement) to effect or perfect its Lien on any Collateral. (g) Grantors shall promptly notify Agent in writing if any Grantor has a Commercial Tort Claim (other than, as long as no Default or Event of Default exists, a Commercial Tort Claim for less than $500,000100,000) and, upon Agent’s request, shall promptly take such actions as Agent deems appropriate to confer upon Agent (for the benefit of the Lenders) a duly perfected, first priority Lien upon such claim. (h) So long as the Guaranty is in effect and until all Secured Obligations have been fully satisfied, the Agent’s Liens shall continue in full force and effect in all Collateral. (i) Except as set forth in the Loan Agreement, no No Grantor shall merge, combine or consolidate with any Person, or liquidate, wind up its affairs or dissolve itself, in each case whether in a single transaction or in a series of related transactions, except for mergers or consolidations into a Borrower; change its name or conduct business under any fictitious name; change its tax, charter or other organizational identification number; or change its form or state of organization.

Perfection and Protection of Security Interest. (a) Each Grantor Subject to Section 6.1(c), each Loan Party shall, at its expense, perform all steps reasonably requested by the Collateral Agent at any time necessary to perfect, maintain, protect, and enforce the Collateral Agent’s Liens, including: (i) including executing, delivering delivering, and/or filing and recording of the any agreements Copyright, Patent, and Trademark Agreements, and authorizing and/or executing and filing financing or continuation statements, and amendments thereof, in form and substance satisfactory to the Collateral Agent; and in furtherance of the foregoing, each Loan Party shall (iii) delivering subject to the terms of the Intercreditor Agreement, deliver to the Collateral Agent the originals of all Instrumentsinstruments, Documentsdocuments, and tangible Chattel Paper, and all other Collateral in such Grantor’s possession of which the Collateral Agent determines it should have physical possession in order to perfect or and protect the Collateral Agent’s Lien security interest therein, duly pledged, endorsed, or assigned to the Collateral Agent without restriction; (ii) subject to the terms of the Intercreditor Agreement, deliver to the Collateral Agent (A) warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and (B) certificates of title reflecting the Collateral Agent’s Liens covering any portion of the Collateral for which certificates of title have been issued; (iii) when an Event of Default exists, transfer Inventory to warehouses or other locations designated by the Collateral Agent; (iv) subject to the Intercreditor Agreement, deliver to the Collateral Agent all letters of credit constituting Collateral on which such Loan Party is named beneficiary with a face value in excess of $1,000,000; and (v) take such other steps as are reasonably deemed necessary or desirable by the Collateral Agent to maintain and protect the Collateral Agent’s Liens. To the extent permitted by any Requirement of Law, the Collateral Agent may file, without any Loan Party’s signature, one or more financing statements disclosing the Collateral Agent’s Liens. Each Loan Party agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement executed and delivered by such Loan Party is sufficient as a financing statement. Notwithstanding anything to the contrary herein, no Loan Party shall be required to make any filings with any Governmental Entity outside the United States or Canada to perfect the Collateral Agent’s Lien on any Proprietary Rights unless and until such Loan Party shall make any such filings to perfect the lien of the Term Loan Agent on any Proprietary Rights; provided, that, nothing contained in this Agreement shall require a Loan Party to make any filings or take any other actions outside the United States or Canada to record or perfect any security interest in favor of the Collateral Agent in any Collateral except for actions in the applicable Canadian jurisdictions with respect to ABL Priority Collateral as requested from time to time by Collateral Agent. (b) Each Grantor If any ABL Priority Collateral is at any time in the possession or control of any warehouseman, bailee, or any of such Loan Party’s agents or processors, then such Loan Party shall notify the Collateral Agent thereof and shall, at the request of the Collateral Agent, notify such Person of the Collateral Agent’s security interest in such Collateral and instruct such Person to hold all such Collateral consisting of negotiable Documents, certificated securities (accompanied by stock papers executed in blank), Chattel Paper and Instruments as a custodian for the benefit Collateral Agent’s account subject to the Collateral Agent’s instructions. If at any time any ABL Priority Collateral is located at any operating facility of Agenta Loan Party which is not owned by such Loan Party, such Loan Party shall use commercially reasonable efforts to obtain written landlord lien waivers or subordinations, in form and substance reasonably satisfactory to the Agents, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral; provided that in the event any Loan Party is unable to obtain any such written waiver or subordination, the Agents may, in their discretion establish a reserve with respect to any such Collateral in an amount not to exceed the amount permitted under clause (b) or (i) of the definition of Eligible Inventory. (c) Upon request by From time to time, each Loan Party shall, upon the Collateral Agent’s reasonable request, execute and deliver confirmatory written instruments pledging to the Collateral Agent, each Grantor shall obtain or use its commercially reasonable efforts to obtain Lien Waivers with respect to the Collateral. (d) Each Grantor shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities to or for such Grantor. (e) Each Grantor shall take all steps necessary to grant Agent control of all electronic chattel paper in accordance with the UCC and all “transferable records” as defined in the Uniform Electronic Transactions Act. (f) Promptly upon request, Grantors shall deliver such instruments, assignments, title certificates, or other documents or agreements, and shall take such actions, as Agent deems appropriate under Applicable Law to evidence or perfect its Lien on any Collateral, or otherwise to give effect to the intent of this Security Agreement. Each Grantor authorizes Agent to file any financing statement that indicates the Collateral as “all assets” or “all personal property” of such Grantor, or words to similar effect, and ratifies any action taken by Agent before the Closing Date (as defined in the Loan Agreement) to effect or perfect its Lien on any Collateral. (g) Grantors shall promptly notify Agent in writing if any Grantor has a Commercial Tort Claim (other than, as long as no Default or Event of Default exists, a Commercial Tort Claim for less than $500,000) and, upon Agent’s request, shall promptly take such actions as Agent deems appropriate to confer upon Agent (for the benefit of the Lenders) a duly perfectedSecured Parties, first priority Lien upon the Collateral with respect to such claim. (h) Loan Party, but the failure to do so shall not affect or limit any security interest or any other rights of the Secured Parties in and to the Collateral with respect to such Loan Party. So long as the Guaranty this Agreement is in effect and until all Secured Obligations (other than contingent indemnity obligations which have not yet accrued) have been fully satisfied, the Collateral Agent’s Liens shall continue in full force and effect in all CollateralCollateral (whether or not deemed eligible for the purpose of calculating Availability (or Adjusted Availability, as the case may be) or as the basis for any advance, loan, extension of credit, or other financial accommodation). (d) To the extent any Loan Party is the owner of or becomes the issuer of any Investment Property that is Collateral (each such Person which issues any such Investment Property being referred to herein as an “Issuer”), each such Loan Party which is an Issuer agrees, and each Loan Party which is the owner of any such Investment Property agrees to use commercially reasonable efforts to cause any Issuer thereof to agree, as follows with respect to such Investment Property, subject to the Intercreditor Agreement: (i) Except as Subject to the Intercreditor Agreement, all such Investment Property with an aggregate face value in excess of $1,000,000, issued by such Issuer, all warrants, and all non-cash dividends and other non-cash distributions in respect thereof at any time registered in the name of, or otherwise deliverable to, any Loan Party, shall be delivered directly to the Collateral Agent, for the account of such Loan Party, at the Collateral Agent’s address for notices set forth in Section 16.8; (ii) during the existence and continuance of any Event of Default, all cash dividends, cash distributions, and other cash or cash equivalents in respect of such Investment Property at any time payable or deliverable to any Loan Party shall be delivered directly to the Collateral Agent, for the account of the Secured Parties, at the Collateral Agent’s address for notices set forth in Section 16.8; (iii) subject to the Intercreditor Agreement and except as otherwise permitted under this Agreement, such Issuer will not acknowledge any transfer or encumbrance in respect of such Investment Property to or in favor of any Person other than the Collateral Agent or a Person designated by the Collateral Agent in writing; (iv) with respect to any of such Investment Property at any time constituting an uncertificated security as defined by the UCC, such Issuer will comply with instructions originated by the Collateral Agent without further consent by the registered owner thereof; and (v) No Loan Party shall, directly or indirectly, after the date hereof open, establish or maintain any investment account, securities account, commodity account or any other similar account (other than a deposit account) with any securities intermediary unless such Loan Party shall execute and deliver, and cause to be executed and delivered to Collateral Agent, an Investment Property Control Agreement with respect thereto duly executed and delivered by any Loan Party and such securities intermediary or commodity intermediary, provided, that, Agent hereby agrees and Agent shall instruct the securities intermediary, commodity intermediary or other person who has custody, control or possession of any investment property (collectively, “Intermediary”) of any Loan Party subject to an Investment Property Control Agreement to comply with entitlement orders issued or originated by such Loan Party (to the extent such entitlement orders do not conflict with instructions issued by Collateral Agent to such Intermediary) concerning the investment property account until such time as Collateral Agent delivers a written notice to such Intermediary which states such Loan Party is no longer entitled to give any such orders in respect of such investment property account. Collateral Agent will only send such notices to the Intermediaries at any time after the occurrence and during the continuance of an Availability Triggering Event. Notwithstanding anything to the contrary set forth herein, Loan Parties shall not be required to obtain Investment Property Control Agreements with respect to any investment accounts or similar accounts to the extent that when aggregated with all other held by the Loan AgreementParties but not deposited in investment accounts subject to Investment Property Control Agreements, no Grantor such aggregate amount shall merge, combine or consolidate with not at any Person, or liquidate, wind up its affairs or dissolve itself, in each case whether in a single transaction or in a series of related transactions, except for mergers or consolidations into a Borrower; change its name or conduct business under any fictitious name; change its tax, charter or other organizational identification number; or change its form or state of organizationtime exceed $1,000,000.

Perfection and Protection of Security Interest. (a) Each Grantor shall, at its expense, perform all steps requested by the Collateral Agent at any time to perfect, maintain, protect, and enforce the Collateral Agent’s Liens, including: (i) executing, delivering and/or filing and recording of the any agreements and filing financing or continuation statements, and amendments thereof, in form and substance satisfactory to the Collateral Agent; and (ii) delivering to the Collateral Agent the originals of all Contracts, Instruments, Documents, and tangible Chattel Paper, and all other Collateral in such Grantor’s possession of which the Collateral Agent determines it should have physical possession in order to perfect or protect the Collateral Agent’s Lien therein, duly pledged, endorsed, or assigned to the Collateral Agent without restriction. (b) Each Grantor shall hold all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock papers executed in blank), Chattel Paper Paper, Contracts and Instruments as a custodian for the benefit of Collateral Agent. (c) Upon request by Collateral Agent, each Grantor shall obtain or use its commercially reasonable best efforts to obtain Lien Waivers with respect to the Collateral. (d) Each Grantor shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities to or for such Grantor. (e) Each Grantor shall take all steps necessary to grant the Collateral Agent control of all electronic chattel paper in accordance with the UCC and all “transferable records” as defined in the Uniform Electronic Transactions Act. (f) Promptly upon request, Grantors shall deliver such instruments, assignments, title certificates, or other documents or agreements, and shall take such actions, as Collateral Agent deems appropriate under Applicable Law to evidence or perfect its Lien on any Collateral, or otherwise to give effect to the intent of this Security Agreement. Each Grantor authorizes Collateral Agent to file any financing statement that indicates the Collateral as “all assets” or “all personal property” of such Grantor, or words to similar effect, and ratifies any action taken by Collateral Agent before the Closing Date (as defined in the Loan Agreement) to effect or perfect its Lien on any Collateral. (g) Grantors shall promptly notify Collateral Agent in writing if any Grantor has a Commercial Tort Claim (other than, as long as no Default or Event of Default exists, a Commercial Tort Claim for less than $500,000100,000) and, upon Collateral Agent’s request, shall promptly take such actions as Collateral Agent deems appropriate to confer upon Collateral Agent (for the benefit of the Lenders) a duly perfected, first priority Lien upon such claim. (h) So long as the Guaranty is in effect and until all Secured Obligations have been fully satisfied, the Collateral Agent’s Liens shall continue in full force and effect in all Collateral. (i) Except as set forth in the Loan Agreement, no No Grantor shall merge, combine or consolidate with any Person, or liquidate, wind up its affairs or dissolve itself, in each case whether in a single transaction or in a series of related transactions, except for mergers or consolidations into a Borrower; change its name or conduct business under any fictitious name; change its tax, charter or other organizational identification number; or change its form or state of organization.

Perfection and Protection of Security Interest. (a) Each Grantor shall, at its expense, perform all steps requested by Agent at any time to perfect, maintain, protect, and enforce Agent’s Liens, including: (i) executing, delivering and/or filing and recording of the any agreements and filing financing or continuation statements, and amendments thereof, in form and substance satisfactory to Agent; and (ii) delivering to Agent or Agent’s designee (including the ABL Agent as agent for the Agent under the Intercreditor Agreement) the originals of all Instruments, Documents, and tangible Chattel Paper, and all other Collateral in such Grantor’s possession of which Agent determines it should have physical possession in order to perfect or protect Agent’s Lien therein, duly pledged, endorsed, or assigned to Agent or Agent’s designee (including the ABL Agent as agent for the Agent under the Intercreditor Agreement) without restriction. (b) Each Grantor shall hold all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock papers executed in blank), Chattel Paper and Instruments as a custodian for the benefit of Agent. (c) Upon request by Agent, each Grantor shall obtain or use its commercially reasonable efforts to obtain Lien Waivers with respect to the Collateral. (d) Each Grantor shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities to or for such Grantor. (e) Each Grantor shall take all steps necessary to grant Agent control of all electronic chattel paper in accordance with the UCC and all “transferable records” as defined in the Uniform Electronic Transactions Act. (f) Promptly upon request, Grantors shall deliver to Agent or Agent’s designee (including the ABL Agent as agent for the Agent under the Intercreditor Agreement) such instruments, assignments, title certificates, or other documents or agreements, and shall take such actions, as Agent deems appropriate under Applicable Law to evidence or perfect its Lien on any Collateral, or otherwise to give effect to the intent of this Security Agreement. Each Grantor authorizes Agent to file any financing statement that indicates the Collateral as “all assets” or “all personal property” of such Grantor, or words to similar effect, and ratifies any action taken by Agent before the Closing Date (as defined in the Loan Agreement) to effect or perfect its Lien on any Collateral. (g) Grantors shall promptly notify Agent in writing if any Grantor has a Commercial Tort Claim (other than, as long as no Default or Event of Default exists, a Commercial Tort Claim for less than $500,000) and, upon Agent’s request, shall promptly take such actions as Agent deems appropriate to confer upon Agent (for the benefit of the Lenders) a duly perfected, first perfected second-priority Lien (subject only to the first-priority lien of the ABL Agent) upon such claim. (h) So long as the Guaranty is in effect and until all Secured Obligations have been fully satisfied, Agent’s Liens shall continue in full force and effect in all Collateral. (i) Except as set forth in the Loan Agreement, no Grantor shall merge, combine or consolidate with any Person, or liquidate, wind up its affairs or dissolve itself, in each case whether in a single transaction or in a series of related transactions, except for mergers or consolidations into a Borrower; change its name or conduct business under any fictitious name; change its tax, charter or other organizational identification number; or change its form or state of organization.

Perfection and Protection of Security Interest. (a) Each Grantor shall, at its expense, perform all steps requested by Agent at any time to perfect, maintain, protect, and enforce Agent’s Liens, including: (i) executing, delivering and/or filing and recording of the any agreements and filing financing or continuation statements, and amendments thereof, in form and substance satisfactory to Agent; and (ii) delivering to Agent the originals of all Instruments, Documents, and tangible Chattel Paper, and all other certificates with respect to the Collateral in such Grantor’s possession of which Agent determines it should have physical possession in order to perfect or protect Agent’s Lien therein, duly pledged, endorsed, or assigned to Agent without restriction. (b) Each Grantor shall hold all Collateral consisting of negotiable Documents, certificated securities (accompanied by stock papers executed in blank), Chattel Paper and Instruments ) as a custodian for the benefit of Agent. (c) Upon request by Agent, each Grantor shall obtain or use its commercially reasonable efforts to obtain Lien Waivers with respect to the Collateral. (d) Each Grantor shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities to or for such Grantor. (e) Each Grantor shall take all steps necessary to grant Agent control of all electronic chattel paper in accordance with the UCC and all “transferable records” as defined in the Uniform Electronic Transactions Act. (fd) Promptly upon request, Grantors Grantor shall deliver such instruments, assignments, title certificates, or other documents or agreements, and shall take such actions, as Agent deems appropriate under Applicable Law to evidence or perfect its Lien on any Collateral, or otherwise to give effect to the intent of this Security Pledge Agreement. Each Grantor authorizes Agent to file any financing statement that indicates the Collateral as “all assets” or “all personal property” of such Grantor, or words to similar effect, and ratifies any action taken by Agent before the Closing Date (as defined in the Loan Agreement) to effect or perfect its Lien on any Collateral. (ge) Grantors shall promptly notify Agent in writing if any Grantor has a Commercial Tort Claim (other than, as long as no Default or Event of Default exists, a Commercial Tort Claim for less than $500,000) and, upon Agent’s request, shall promptly take such actions as Agent deems appropriate to confer upon Agent (for the benefit of the Lenders) a duly perfected, first priority Lien upon such claim. (h) So long as the Guaranty is in effect and until Until all Secured Obligations have been fully satisfied, Agent’s Liens shall continue in full force and effect in all Collateral. (if) Except as set forth in the Loan Agreement, no Grantor shall not merge, combine or consolidate with any Person, or liquidate, wind up its affairs or dissolve itself, in each case whether in a single transaction or in a series of related transactions, except for mergers or consolidations into a Borrower; change its name or conduct business under any fictitious name; change its tax, charter or other organizational identification number; or change its form or state of organization.