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

Perfection and Protection of Security Interest. (a) Borrower will execute and deliver to Lender security agreements, assignments (including, without limitation, assignments of specific Accounts, Receivables, Certificates of title, Chattel Paper, Documents, Instruments, Goods, Inventory, Equipment and General Intangibles), and other documents and instruments as Lender may at any time reasonably request to establish, evidence, attach, perfect, or protect any security interest, pledge, lien, charge, mortgage or other encumbrance granted to Lender. Borrower authorizes Lender to file all financing statements, and all continuations or amendments thereof, to establish, evidence, attach, perfect or protect any security interest, pledge, lien, charge, mortgage or other encumbrance granted to Lender in the Collateral. Borrower agrees that subject to Borrower's rights under Section 9-509(d)(2) of the UCC, Borrower is not and shall not be authorized to file any financing statement or amendment, termination or corrective statement with respect to any financing statement filed by Lender, or with respect to any continuation or amendment thereof, without the prior written consent of Lender. (b) Borrower will perform any and all actions requested by Lender in Lender's sole discretion to establish, attach, perfect or protect any security interest, pledge, lien, charge, mortgage or other encumbrance of Lender in Inventory, including without limitation, placing and maintaining signs, appointing custodians, maintaining stock Records and transferring Inventory to warehouses. Upon Lender's request, Borrower shall record Lender's security interest on any Certificate of Title for any Collateral that is a motor vehicle. Borrower hereby appoints Lender, and Lender's designee(s), as Borrower's attorney-in-fact (i) to execute and deliver notices of lien, financing statements, assignments, and any other documents, instruments, notices, and agreements necessary for the establishment, attachment, perfection or protection of any security interest, pledge, lien, charge, mortgage or other encumbrance of Lender in any Collateral, (ii) to endorse the name of Borrower on any checks, notes, drafts or other forms of payment or security consisting of Collateral that may come into the possession of Lender or any Affiliate of Lender, (iii) following the occurrence and during the continuation of an Event of Default, to sign Borrower's name on invoices or bills of lading, drafts against customers, notices of assignment, verifications and schedules relating to Collateral, (iv) following the occurrence and during the continuation of an Event of Default (A) to notify the Post Office authorities to change the address of delivery of mail to an address designated by Lender, and (B) to open and dispose of mail addressed to Borrower, and (v) generally, to do all things necessary to carry out the purposes and intent of this Agreement. The powers granted herein, being coupled with an interest, are irrevocable, and Borrower approves and ratifies all acts of the attorney(s)-in-fact consistent with the foregoing. Neither Lender nor any attorney(s)-in-fact shall be liable for any act or omission, error in judgment or mistake of law so long as the same does not constitute gross negligence or willful misconduct. (c) Borrower shall cooperate with Lender in obtaining waivers or subordinations in favor of Lender as Lender may require from third parties having any interest in any Collateral and Borrower shall cooperate with Lender in obtaining “control” of Collateral consisting of Deposit Accounts, electronic Chattel Paper, Investment Property, or Letter-Of-Credit Rights as provided in Sections 9-104 through 9-107, inclusive, of the UCC. If any Inventory is in the possession or control of any third party other than a purchaser in the ordinary course of business or a public warehouseman where the warehouse receipt is in the name of or held by Borrower, Borrower shall notify such person of each security interest, pledge, lien, charge, mortgage or other encumbrance of Lender therein and instruct such person or persons to hold such Inventory for the account and benefit of Lender and subject to Lender's instructions. Borrower will deliver to Lender warehouse receipts covering any Inventory located in warehouses showing Lender as the beneficiary thereof and will also cooperate with Lender in obtaining from warehousemen and bailees agreements relating to the release of warehouseman's and bailee's liens on Inventory as Lender may request. (d) Borrower acknowledges and agrees that the security interest granted to Lender pursuant to this Agreement shall specifically include a security interest in all Commercial Tort Claims arising after the Effective Date, and in order to permit Lender to perfect its security interest in each such Commercial Tort Claim Borrower shall promptly deliver to Lender copies of all summonses, complaints, responses, motions and other pleadings filed by or against Borrower after the date hereof so that Lender may file a Uniform Commercial Code financing statement relating to each such Commercial Tort Claim.

Perfection and Protection of Security Interest. (a) Borrower will execute shall, at ---------------------------------------------- its expense, take all actions requested by FINOVA at any time to perfect, maintain, protect and deliver enforce FINOVA's first priority security interest and other rights in the Collateral and the priority thereof from time to Lender security agreementstime, assignments (including, without limitation, assignments (i) executing and filing financing or continuation statements and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall require, all in form and substance satisfactory to FINOVA, (ii) maintaining a perpetual inventory and complete and accurate stock records, (iii) delivering to FINOVA warehouse receipts covering any portion of specific Accounts, Receivables, Certificates of title, Chattel Paper, Documents, Instruments, Goods, Inventory, Equipment the Collateral located in warehouses and General Intangibles)for which warehouse receipts are issued, and other documents transferring Inventory to warehouses designated by FINOVA, (iv) placing notations on Borrower's books of account to disclose FINOVA's security interest therein and instruments as Lender (v) delivering to FINOVA all letters of credit on which Borrower is named beneficiary. FINOVA may at any time reasonably request to establishfile, evidencewithout Borrower's signature, attach, perfect, one or protect any more financing statements disclosing FINOVA's security interest, pledge, lien, charge, mortgage or other encumbrance granted to Lender. Borrower authorizes Lender to file all financing statements, and all continuations or amendments thereof, to establish, evidence, attach, perfect or protect any security interest, pledge, lien, charge, mortgage or other encumbrance granted to Lender in the Collateralinterest under this Agreement. Borrower agrees that subject to Borrower's rights under Section 9-509(d)(2) a carbon, photographic, photostatic or other reproduction of the UCC, Borrower is not and shall not be authorized to file any this Agreement or of a financing statement or amendment, termination or corrective statement with respect to any is sufficient as a financing statement filed by Lender, or with respect to any continuation or amendment thereof, without the prior written consent of Lender. (b) Borrower will perform any and all actions requested by Lender in Lender's sole discretion to establish, attach, perfect or protect any security interest, pledge, lien, charge, mortgage or other encumbrance of Lender in Inventory, including without limitation, placing and maintaining signs, appointing custodians, maintaining stock Records and transferring Inventory to warehouses. Upon Lender's request, Borrower shall record Lender's security interest on any Certificate of Title for any Collateral that is a motor vehicle. Borrower hereby appoints Lender, and Lender's designee(s), as Borrower's attorney-in-fact (i) to execute and deliver notices of lien, financing statements, assignments, and any other documents, instruments, notices, and agreements necessary for the establishment, attachment, perfection or protection of any security interest, pledge, lien, charge, mortgage or other encumbrance of Lender in any Collateral, (ii) to endorse the name of Borrower on any checks, notes, drafts or other forms of payment or security consisting of Collateral that may come into the possession of Lender or any Affiliate of Lender, (iii) following the occurrence and during the continuation of an Event of Default, to sign Borrower's name on invoices or bills of lading, drafts against customers, notices of assignment, verifications and schedules relating to Collateral, (iv) following the occurrence and during the continuation of an Event of Default (A) to notify the Post Office authorities to change the address of delivery of mail to an address designated by Lender, and (B) to open and dispose of mail addressed to Borrower, and (v) generally, to do all things necessary to carry out the purposes and intent of this Agreement. The powers granted herein, being coupled with an interest, are irrevocable, and Borrower approves and ratifies all acts of the attorney(s)-in-fact consistent with the foregoing. Neither Lender nor any attorney(s)-in-fact shall be liable for any act or omission, error in judgment or mistake of law so long as the same does not constitute gross negligence or willful misconduct. (c) Borrower shall cooperate with Lender in obtaining waivers or subordinations in favor of Lender as Lender may require from third parties having any interest in any Collateral and Borrower shall cooperate with Lender in obtaining “control” of Collateral consisting of Deposit Accounts, electronic Chattel Paper, Investment Property, or Letter-Of-Credit Rights as provided in Sections 9-104 through 9-107, inclusive, of the UCCstatement. If any Inventory Collateral is at any time in the possession or control of any third party other than a purchaser in the ordinary course warehouseman, bailee or any of business Borrower's agents or a public warehouseman where the warehouse receipt is in the name of or held by Borrowerprocessors, Borrower shall notify such person Person of each FINOVA's security interestinterest in such Collateral and, pledgeupon FINOVA's request, lien, charge, mortgage or other encumbrance of Lender therein and instruct such person or persons them to hold all such Inventory Collateral for the FINOVA's account and benefit of Lender and subject to LenderFINOVA's instructions. From time to time, Borrower will shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to Lender warehouse receipts covering any Inventory located FINOVA, but Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in warehouses showing Lender as the beneficiary thereof and will also cooperate with Lender in obtaining from warehousemen and bailees agreements relating to the release of warehousemanCollateral. Until the Obligations have been fully satisfied and FINOVA's and baileeobligation to make further advances hereunder has terminated, FINOVA's liens on Inventory as Lender may request. (d) Borrower acknowledges and agrees that the security interest granted to Lender pursuant to this Agreement shall specifically include a security interest in all Commercial Tort Claims arising after the Effective Date, Collateral shall continue in full force and in order to permit Lender to perfect its security interest in each such Commercial Tort Claim Borrower shall promptly deliver to Lender copies of all summonses, complaints, responses, motions and other pleadings filed by or against Borrower after the date hereof so that Lender may file a Uniform Commercial Code financing statement relating to each such Commercial Tort Claimeffect.

Perfection and Protection of Security Interest. (a) Borrower will execute and deliver to Lender security agreements, assignments (including, without limitation, assignments of specific Accounts, Receivables, Certificates of titleOf Title, Chattel Paper, Documents, Instruments, Goods, Inventory, Equipment and General Intangibles), control agreements, mortgages, deeds of trust, collateral assignments, and other documents and instruments as Lender may at any time reasonably request to establish, evidence, attach, perfect, or protect any security interest, pledge, lien, charge, mortgage or other encumbrance Lien granted to Lender. Borrower authorizes Lender to file all financing statementsstatements (including, without limitation, describing the Collateral as “all assets” or “all personal property,” whether owned or hereafter acquired), and all continuations or amendments thereof, to establish, evidence, evidence attach, perfect or protect any security interest, pledge, lien, charge, mortgage or other encumbrance Lien granted to Lender in the Collateral. Borrower agrees that subject to Borrower's ’s rights under Section 9-509(d)(2) of the UCC, Borrower is not and shall not be authorized to file any financing statement or amendment, termination or corrective statement with respect to any financing statement filed by Lender, or with respect to any continuation or amendment thereof, without the prior written consent of Lender. (b) Borrower will perform any and all actions requested by Lender in Lender's sole ’s permitted discretion to establish, attach, perfect or protect any security interest, pledge, lien, charge, mortgage or other encumbrance Lien of Lender in Inventory, including without limitation, placing and maintaining signs, appointing custodians, maintaining stock Records and transferring Inventory to warehouses. Upon Lender's ’s request, Borrower shall record Lender's ’s security interest on any Certificate of Of Title for any Collateral that is a motor vehicle. Borrower hereby appoints Lender, and Lender's ’s designee(s), as Borrower's ’s attorney-in-fact (i) to execute and deliver notices of lien, financing statements, assignments, and any other documents, instruments, notices, and agreements necessary for the establishment, attachment, perfection or protection of any security interest, pledge, lien, charge, mortgage or other encumbrance Lien of Lender in any Collateral, (ii) to endorse the name of Borrower on any checks, notes, drafts or other forms of payment or security consisting of Collateral that may come into the possession of Lender or any Affiliate of Lender, (iii) following the occurrence and during the continuation of an Event of Default, to sign Borrower's ’s name on invoices or bills of lading, drafts against customers, notices of assignment, verifications and schedules relating to Collateral, (iv) following the occurrence and during the continuation of an Event of Default (A) to notify the Post Office authorities to change the address of delivery of mail to an address designated by Lender, and (B) to open and dispose of mail addressed to Borrower, and (v) generally, to do all things reasonably necessary to carry out the purposes and intent of this Agreement. The powers granted herein, being coupled with an interest, are irrevocable, and Borrower approves and ratifies all acts of the attorney(s)-in-fact consistent with the foregoing. Neither Lender nor any attorney(s)-in-fact shall be liable for any act or omission, error in judgment or mistake of law so long as the same does not constitute gross negligence or willful misconductmisconduct of Lender, as determined in a final, non-appealable judgment of a court of competent jurisdiction. (c) Borrower shall cooperate with with, and take such actions as required by, Lender in obtaining waivers or subordinations in favor of Lender as Lender may reasonably require from third parties having any interest in any Collateral and Borrower shall cooperate with with, and take such actions as required by, Lender in obtaining “control” of Collateral consisting of Deposit Accounts, electronic Chattel Paper, Investment Property, or Letter-Of-Credit Rights as provided in Sections 9-104 through 9-107, inclusive, of the UCC. If any Inventory is in the possession or control of any third party other than a purchaser in the ordinary course of business or a public warehouseman where the warehouse receipt is in the name of or held by Borrower, Borrower shall notify such person Person of each security interest, pledge, lien, charge, mortgage or other encumbrance the Lien of Lender therein and instruct such person or persons to hold such Inventory for the account and benefit of Lender and subject to Lender's ’s instructions. Borrower will deliver to Lender warehouse receipts covering any Inventory located in warehouses showing Lender as the beneficiary thereof and will also cooperate with Lender in obtaining from warehousemen and bailees agreements relating to the release of warehouseman's ’s and bailee's ’s liens on Inventory as Lender may reasonably request. (d) Borrower acknowledges and agrees that the security interest granted to Lender pursuant to this Agreement shall specifically include a security interest in all Commercial Tort Claims arising after the Effective Date, and in order to permit Lender to perfect its security interest in each such Commercial Tort Claim Borrower shall promptly deliver to Lender copies of all summonses, complaints, responses, motions and other pleadings filed by or against Borrower after the date hereof so that Lender may file a Uniform Commercial Code financing statement relating to each such Commercial Tort Claim.

Perfection and Protection of Security Interest. (a) Borrower will execute and deliver to Lender security agreements, assignments (including, without limitation, assignments of specific Accounts, Receivables, Certificates of title, Chattel Paper, Documents, Instruments, Goods, Inventory, Equipment and General Intangibles), and other documents and instruments as Lender may at any time reasonably request to establish, evidence, attach, perfect, or protect any security interest, pledge, lien, charge, mortgage or other encumbrance granted to Lender. Borrower authorizes Lender to file all financing statements, and all continuations or amendments thereof, to establish, evidence, evidence attach, perfect or protect any security interest, pledge, lien, charge, mortgage or other encumbrance granted to Lender in the Collateral. Borrower agrees that subject to Borrower's ’s rights under Section 9-509(d)(2) of the UCC, Borrower is not and shall not be authorized to file any financing statement or amendment, termination or corrective statement with respect to any financing statement filed by Lender, or with respect to any continuation or amendment thereof, without the prior written consent of Lender. (b) Borrower will perform any and all actions requested by Lender in Lender's sole ’s permitted discretion to establish, attach, perfect or protect any security interest, pledge, lien, charge, mortgage or other encumbrance of Lender in Inventory, including without limitation, placing and maintaining signs, appointing custodians, maintaining stock Records and transferring Inventory to warehouses. Upon Lender's ’s request, Borrower shall record Lender's ’s security interest on any Certificate of Of Title for any Collateral that is a motor vehicle. Borrower hereby appoints Lender, and Lender's ’s designee(s), as Borrower's ’s attorney-in-fact (i) to execute and deliver notices of lien, financing statements, assignments, and any other documents, instruments, notices, and agreements necessary for the establishment, attachment, perfection or protection of any security interest, pledge, lien, charge, mortgage or other encumbrance of Lender in any Collateral, (ii) to endorse the name of Borrower on any checks, notes, drafts or other forms of payment or security consisting of Collateral that may come into the possession of Lender or any Affiliate of Lender, (iii) following the occurrence and during the continuation of an Event of Default, to sign Borrower's ’s name on invoices or bills of lading, drafts against customers, notices of assignment, verifications and schedules relating to Collateral, (iv) following the occurrence and during the continuation of an Event of Default (A) to notify the Post Office authorities to change the address of delivery of mail to an address designated by Lender, and (B) to open and dispose of mail addressed to Borrower, and (v) generally, to do all things reasonably necessary to carry out the purposes and intent of this Agreement. The powers granted herein, being coupled with an interest, are irrevocable, and Borrower approves and ratifies all acts of the attorney(s)-in-fact consistent with the foregoing. Neither Lender nor any attorney(s)-in-fact shall be liable for any act or omission, error in judgment or mistake of law so long as the same does not constitute gross negligence or willful misconduct. (c) Borrower shall cooperate with Lender in obtaining waivers or subordinations in favor of Lender as Lender may require require, in Lender’s permitted discretion, from third parties having any interest in any Collateral and Borrower shall cooperate with Lender in obtaining “control” of Collateral consisting of Deposit Accounts, electronic Chattel Paper, Investment Property, or Letter-Of-Credit Rights as provided in Sections 9-104 through 9-107, inclusive, of the UCC. If any Inventory is in the possession or control of any third party other than a purchaser in the ordinary course of business or a public warehouseman where the warehouse receipt is in the name of or held by Borrower, Borrower shall notify such person of each security interest, pledge, lien, charge, mortgage or other encumbrance of Lender therein and instruct such person or persons to hold such Inventory for the account and benefit of Lender and subject to Lender's ’s instructions. Borrower will deliver to Lender warehouse receipts covering any Inventory located in warehouses showing Lender as the beneficiary thereof and will also cooperate with Lender in obtaining from warehousemen and bailees agreements relating to the release of warehouseman's ’s and bailee's ’s liens on Inventory as Lender may request. (d) Borrower acknowledges and agrees that the security interest granted to Lender pursuant to this Agreement shall specifically include a security interest in all Commercial Tort Claims arising after the Effective Date, and in order to permit Lender to perfect its security interest in each such Commercial Tort Claim Borrower shall promptly deliver to Lender copies of all summonses, complaints, responses, motions and other pleadings filed by or against Borrower after the date hereof so that Lender may file a Uniform Commercial Code financing statement relating to each such Commercial Tort Claim.

Perfection and Protection of Security Interest. (a) Borrower will execute shall, at its expense, take all actions requested by GFC at any time to perfect, maintain, protect and deliver enforce GFC's security interest and other rights in the Collateral and the priority thereof from time to Lender security agreementstime, assignments (including, without limitation, assignments of specific Accounts, Receivables, Certificates of title, Chattel Paper, Documents, Instruments, Goods, Inventory, Equipment and General Intangibles), and other documents and instruments as Lender may at any time reasonably request to establish, evidence, attach, perfect, or protect any security interest, pledge, lien, charge, mortgage or other encumbrance granted to Lender. Borrower authorizes Lender to file all financing statements, and all continuations or amendments thereof, to establish, evidence, attach, perfect or protect any security interest, pledge, lien, charge, mortgage or other encumbrance granted to Lender in the Collateral. Borrower agrees that subject to Borrower's rights under Section 9-509(d)(2) of the UCC, Borrower is not and shall not be authorized to file any financing statement or amendment, termination or corrective statement with respect to any financing statement filed by Lender, or with respect to any continuation or amendment thereof, without the prior written consent of Lender. (b) Borrower will perform any and all actions requested by Lender in Lender's sole discretion to establish, attach, perfect or protect any security interest, pledge, lien, charge, mortgage or other encumbrance of Lender in Inventory, including without limitation, placing and maintaining signs, appointing custodians, maintaining stock Records and transferring Inventory to warehouses. Upon Lender's request, Borrower shall record Lender's security interest on any Certificate of Title for any Collateral that is a motor vehicle. Borrower hereby appoints Lender, and Lender's designee(s), as Borrower's attorney-in-fact (i) executing and filing financing or continuation statements and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as GFC shall require, all in form and substance satisfactory to execute and deliver notices of lien, financing statements, assignments, and any other documents, instruments, notices, and agreements necessary for the establishment, attachment, perfection or protection of any security interest, pledge, lien, charge, mortgage or other encumbrance of Lender in any CollateralGFC, (ii) to endorse the name of Borrower on any checks, notes, drafts or other forms of payment or security consisting of Collateral that may come into the possession of Lender or any Affiliate of Lendermaintaining a perpetual inventory and complete and accurate stock records, (iii) following delivering to GFC warehouse receipts covering any portion of the occurrence Collateral located in warehouses and during the continuation of an Event of Defaultfor which warehouse receipts are issued, and when requested transferring Inventory to sign Borrower's name on invoices or bills of lading, drafts against customers, notices of assignment, verifications and schedules relating to Collateralwarehouses designated by GFC, (iv) following the occurrence and during the continuation placing notations on Borrower's books of an Event of Default (A) account to notify the Post Office authorities to change the address of delivery of mail to an address designated by Lender, and (B) to open and dispose of mail addressed to Borrowerdisclose GFC's security interest therein, and (v) generallywhen requested, delivering to do GFC all things necessary to carry out the purposes and intent letters of credit on which Borrower is named beneficiary. GFC may file, without Borrower's signature, one or more financing statements disclosing GFC's security interest under this Agreement. The powers granted hereinBorrower agrees that a carbon, being coupled with an interestphotographic, are irrevocable, and Borrower approves and ratifies all acts photostatic or other reproduction of the attorney(s)-in-fact consistent with the foregoing. Neither Lender nor any attorney(s)-in-fact shall be liable for any act this Agreement or omission, error in judgment or mistake of law so long a financing statement is sufficient as the same does not constitute gross negligence or willful misconduct. (c) Borrower shall cooperate with Lender in obtaining waivers or subordinations in favor of Lender as Lender may require from third parties having any interest in any Collateral and Borrower shall cooperate with Lender in obtaining “control” of Collateral consisting of Deposit Accounts, electronic Chattel Paper, Investment Property, or Letter-Of-Credit Rights as provided in Sections 9-104 through 9-107, inclusive, of the UCCa financing statement. If any Inventory Collateral is at any time in the possession or control of any third party other than a purchaser in the ordinary course warehouseman, bailee or any of business Borrower's agents or a public warehouseman where the warehouse receipt is in the name of or held by Borrowerprocessors, Borrower shall notify such person Person of each GFC's security interestinterest in such Collateral and, pledgeupon GFC's request, lien, charge, mortgage or other encumbrance of Lender therein and instruct such person or persons them to hold all such Inventory Collateral for the GFC's account and benefit of Lender and subject to LenderGFC's instructions. From time to time, Borrower will shall, upon GFC's request, execute and deliver confirmatory written instruments pledging the Collateral to Lender warehouse receipts covering any Inventory located GFC, but Borrower's failure to do so shall not affect or limit GFC's security interest or other rights in warehouses showing Lender as the beneficiary thereof and will also cooperate with Lender in obtaining from warehousemen and bailees agreements relating to the release of warehousemanCollateral. Until the Obligations have been fully satisfied and GFC's and baileeobligation to make further advances hereunder has terminated, GFC's liens on Inventory as Lender may request. (d) Borrower acknowledges and agrees that the security interest granted to Lender pursuant to this Agreement shall specifically include a security interest in all Commercial Tort Claims arising after the Effective Date, Collateral shall continue in full force and in order to permit Lender to perfect its security interest in each such Commercial Tort Claim Borrower shall promptly deliver to Lender copies of all summonses, complaints, responses, motions and other pleadings filed by or against Borrower after the date hereof so that Lender may file a Uniform Commercial Code financing statement relating to each such Commercial Tort Claimeffect.

Perfection and Protection of Security Interest. (a) Borrower will execute and deliver to Lender security agreements, assignments (including, without limitation, assignments of specific Accounts, Receivables, Certificates of title, Chattel Paperpaper, Documents, Instruments, Goods, Inventory, Equipment and General Intangiblesintangibles), control agreements, mortgages, deeds of trust, collateral assignments, and other documents and instruments as Lender may at any time reasonably request to establish, evidence, attach, perfect, or protect any security interest, pledge, lien, charge, mortgage or other encumbrance granted to Lender. Borrower authorizes Lender to file all financing statementsstatements (including, without limitation, describing the Collateral as “all assets” or “all personal property,” whether owned or hereafter acquired), and all continuations or amendments thereof, to establish, evidence, attach, perfect or protect any security interest, pledge, lien, charge, mortgage or other encumbrance granted to Lender in the Collateral. Borrower agrees that subject to Borrower's ’s rights under Section 9-509(d)(2) of the UCC, Borrower is not and shall not be authorized to file any financing statement or amendment, termination or corrective statement with respect to any financing statement filed by Lender, or with respect to any continuation or amendment thereof, without the prior written consent of LenderLender unless Lender has failed to comply with Section 9-513(c) of the UCC. (b) Borrower will perform any and all actions requested by Lender in Lender's ’s sole discretion to establish, attach, perfect or protect any security interest, pledge, lien, charge, mortgage or other encumbrance of Lender in Inventory, including without limitation, placing and maintaining signs, appointing custodians, maintaining stock Records and transferring Inventory to warehouses. Upon Lender's ’s request, Borrower shall record Lender's ’s security interest on any Certificate of Title title for any Collateral that is a motor vehicle. Borrower hereby appoints Lender, and Lender's ’s designee(s), as Borrower's ’s attorney-in-fact (i) to execute and deliver notices of lien, financing statements, assignments, and any other documents, instruments, notices, and agreements necessary for the establishment, attachment, perfection or protection of any security interest, pledge, lien, charge, mortgage or other encumbrance of Lender in any Collateral, (ii) to endorse the name of Borrower on any checks, notes, drafts or other forms of payment or security consisting of Collateral that may come into the possession of Lender or any Affiliate of Lender, (iii) following the occurrence and during the continuation of an Event of Default, to sign Borrower's ’s name on invoices or bills of lading, drafts against customers, notices of assignment, verifications and schedules relating to Collateral, (iv) following the occurrence and during the continuation of an Event of Default (A) to notify the Post Office authorities to change the address of delivery of mail to an address designated by Lender, and (B) to open and dispose of mail addressed to Borrower, and (v) generally, to do all things necessary to carry out the purposes and intent of this Agreement. The powers granted herein, being coupled with an interest, are irrevocable, and Borrower approves and ratifies all acts of the attorney(s)-in-fact consistent with the foregoing. Neither Lender nor any attorney(s)-in-fact shall be liable for any act or omission, error in judgment or mistake of law so long as the same does not constitute gross negligence or willful misconductmisconduct of Lender, as determined in a final, non-appealable judgment of a court of competent jurisdiction. (c) Borrower shall cooperate with with, and take such actions as required by, Lender in obtaining waivers or subordinations in favor of Lender as Lender may require from third parties having any interest in any Collateral and Borrower shall cooperate with with, and take such actions as required by, Lender in obtaining “control” of Collateral consisting of Deposit Accountsaccounts, electronic Chattel Paperpaper, Investment Propertyproperty, or Letter-Ofof-Credit Rights credit rights as provided in Sections 9-104 through 9-107, inclusive, of the UCC. If any Inventory is in the possession or control of any third party other than a purchaser in the ordinary course of business or a public warehouseman where the warehouse receipt is in the name of or held by Borrower, Borrower shall notify such person of each security interest, pledge, lien, charge, mortgage or other encumbrance of Lender therein and instruct such person or persons to hold such Inventory for the account and benefit of Lender and subject to Lender's ’s instructions. Borrower will deliver to Lender warehouse receipts covering any Inventory located in warehouses showing Lender as the beneficiary thereof and will also cooperate with Lender in obtaining from warehousemen and bailees agreements relating to the release of warehouseman's ’s and bailee's ’s liens on Inventory as Lender may request. (d) Borrower acknowledges and agrees that the security interest granted to Lender pursuant to this Agreement shall specifically include a security interest in all Commercial Tort Claims arising after the Effective Date, and in order to permit Lender to perfect its security interest in each such Commercial Tort Claim Borrower shall promptly deliver to Lender copies of all summonses, complaints, responses, motions and other pleadings filed by or against Borrower after the date hereof so that Lender may file a Uniform Commercial Code financing statement relating to each such Commercial Tort Claim.

Perfection and Protection of Security Interest. (a) Borrower will execute shall, at ---------------------------------------------- its expense, take all actions requested by Lender at any time to perfect, maintain, protect and deliver enforce Lender's security interest and other rights in the Borrower Collateral and the priority thereof from time to Lender security agreementstime, assignments (including, without limitation, assignments (i) executing and filing financing or continuation statements and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as Lender shall reasonably require, all in form and substance reasonably satisfactory to Lender, (ii) maintaining complete and accurate records of specific Accounts, Receivables, Certificates of title, Chattel Paper, Documents, Instruments, Goods, Inventory, Equipment and General Intangibles)its vehicles, and other documents and instruments as (iii) delivering to Lender all letters of credit on which Borrower is named beneficiary. Lender may at any time reasonably request to establishfile, evidencewithout Borrower's signature, attach, perfect, one or protect any more financing statements disclosing Lender's security interest, pledge, lien, charge, mortgage or other encumbrance granted to Lender. Borrower authorizes Lender to file all financing statements, and all continuations or amendments thereof, to establish, evidence, attach, perfect or protect any security interest, pledge, lien, charge, mortgage or other encumbrance granted to Lender in the Collateralinterest under this Agreement. Borrower agrees that subject to Borrower's rights under Section 9-509(d)(2) a carbon, photographic, photostatic or other reproduction of the UCC, Borrower is not and shall not be authorized to file any this Agreement or of a financing statement or amendment, termination or corrective statement with respect to any is sufficient as a financing statement filed by Lender, or with respect to any continuation or amendment thereof, without the prior written consent of Lender. (b) Borrower will perform any and all actions requested by Lender in Lender's sole discretion to establish, attach, perfect or protect any security interest, pledge, lien, charge, mortgage or other encumbrance of Lender in Inventory, including without limitation, placing and maintaining signs, appointing custodians, maintaining stock Records and transferring Inventory to warehouses. Upon Lender's request, Borrower shall record Lender's security interest on any Certificate of Title for any Collateral that is a motor vehicle. Borrower hereby appoints Lender, and Lender's designee(s), as Borrower's attorney-in-fact (i) to execute and deliver notices of lien, financing statements, assignments, and any other documents, instruments, notices, and agreements necessary for the establishment, attachment, perfection or protection of any security interest, pledge, lien, charge, mortgage or other encumbrance of Lender in any Collateral, (ii) to endorse the name of Borrower on any checks, notes, drafts or other forms of payment or security consisting of Collateral that may come into the possession of Lender or any Affiliate of Lender, (iii) following the occurrence and during the continuation of an Event of Default, to sign Borrower's name on invoices or bills of lading, drafts against customers, notices of assignment, verifications and schedules relating to Collateral, (iv) following the occurrence and during the continuation of an Event of Default (A) to notify the Post Office authorities to change the address of delivery of mail to an address designated by Lender, and (B) to open and dispose of mail addressed to Borrower, and (v) generally, to do all things necessary to carry out the purposes and intent of this Agreement. The powers granted herein, being coupled with an interest, are irrevocable, and Borrower approves and ratifies all acts of the attorney(s)-in-fact consistent with the foregoing. Neither Lender nor any attorney(s)-in-fact shall be liable for any act or omission, error in judgment or mistake of law so long as the same does not constitute gross negligence or willful misconduct. (c) Borrower shall cooperate with Lender in obtaining waivers or subordinations in favor of Lender as Lender may require from third parties having any interest in any Collateral and Borrower shall cooperate with Lender in obtaining “control” of Collateral consisting of Deposit Accounts, electronic Chattel Paper, Investment Property, or Letter-Of-Credit Rights as provided in Sections 9-104 through 9-107, inclusive, of the UCCstatement. If any Inventory Borrower Collateral is at any time in the possession or control of any third party other than a purchaser in the ordinary course warehouseman, bailee or any of business Borrower's agents or a public warehouseman where the warehouse receipt is in the name of or held by Borrowerprocessors, Borrower shall notify such person Person of each Lender's security interestinterest in such Borrower Collateral and, pledgeupon Lender's request, lien, charge, mortgage or other encumbrance of Lender therein and instruct such person or persons them to hold all such Inventory Borrower Collateral for the Lender's account and benefit of Lender and subject to Lender's instructions. From time to time, Borrower will shall, upon Lender's reasonable request, execute and deliver confirmatory written instruments pledging the Borrower Collateral to Lender warehouse receipts covering any Inventory located Lender, but Borrower's failure to do so shall not affect or limit Lender's security interest or other rights in warehouses showing Lender as the beneficiary thereof and will also cooperate with Lender in obtaining from warehousemen and bailees agreements relating to the release of warehousemanBorrower Collateral. Until the Payment Obligations have been fully satisfied and Lender's and baileeobligation to make further advances hereunder has terminated, Lender's liens on Inventory as Lender may request. (d) Borrower acknowledges and agrees that the security interest granted to Lender pursuant to this Agreement shall specifically include a security interest in all Commercial Tort Claims arising after the Effective Date, Borrower Collateral shall continue in full force and in order to permit Lender to perfect its security interest in each such Commercial Tort Claim Borrower shall promptly deliver to Lender copies of all summonses, complaints, responses, motions and other pleadings filed by or against Borrower after the date hereof so that Lender may file a Uniform Commercial Code financing statement relating to each such Commercial Tort Claimeffect.

Perfection and Protection of Security Interest. (a) Borrower will execute and deliver to Lender Secured Party security agreements, assignments (includingassignments, without limitation, assignments of specific Accounts, Receivables, Certificates of title, Chattel Paper, Documents, Instruments, Goods, Inventory, Equipment and General Intangibles), control agreements and other documents and instruments as Lender Secured Party may at any time reasonably request to establish, evidence, attach, perfect, or protect any security interest, pledge, lien, charge, mortgage or other encumbrance security interest granted to LenderSecured Party pursuant to this Agreement. Borrower authorizes Lender Secured Party to file all financing statements, and all continuations or amendments thereof, to establish, evidence, attach, perfect or protect any security interest, pledge, lien, charge, mortgage lien or other encumbrance security interest granted to Lender Secured Party in the Pledged Collateral. Borrower agrees that subject to Borrower's rights under Section 9-509(d)(2) of the UCC, Borrower is not and shall not be authorized to file any financing statement or amendment, termination or corrective statement with respect to any financing statement filed by LenderSecured Party, or with respect to any continuation or amendment thereof, without the prior written consent of LenderSecured Party. (b) Borrower will perform any and all actions requested by Lender in Lender's sole discretion to establish, attach, perfect or protect any security interest, pledge, lien, charge, mortgage or other encumbrance of Lender in Inventory, including without limitation, placing and maintaining signs, appointing custodians, maintaining stock Records and transferring Inventory to warehouses. Upon Lender's request, Borrower shall record Lender's security interest on any Certificate of Title for any Collateral that is a motor vehicle. Borrower hereby appoints LenderSecured Party, and LenderSecured Party's designee(s), as Borrower's attorney-in-fact (i) to execute and deliver notices of lien, financing statements, assignments, and any other documents, instruments, notices, and agreements necessary for the establishment, attachment, perfection or protection of any Secured Party's security interest, pledge, lien, charge, mortgage or other encumbrance of Lender interest in any Pledged Collateral, (ii) to endorse the name of Borrower on any checks, notes, drafts or other forms of payment or security consisting of Pledged Collateral that may come into the possession of Lender Secured Party or any Affiliate of Lender, (iii) following the occurrence and during the continuation of an Event of Default, to sign Borrower's name on invoices or bills of lading, drafts against customers, notices of assignment, verifications and schedules relating to Collateral, (iv) following the occurrence and during the continuation of an Event of Default (A) to notify the Post Office authorities to change the address of delivery of mail to an address designated by LenderSecured Party, and (B) to open and dispose of mail addressed to Borrower, and (viii) generally, to do all things necessary to carry out the purposes and intent of this Agreement. The powers granted herein, being coupled with an interest, are irrevocable, and Borrower approves and ratifies all acts of the attorney(s)-in-fact consistent with the foregoing. Neither Lender Secured Party nor any attorney(s)-in-fact shall be liable for any act or omission, error in judgment or mistake of law so long as the same does not constitute gross negligence or willful misconduct. (c) Borrower shall cooperate with Lender in obtaining waivers or subordinations in favor of Lender as Lender may require from third parties having any interest in any Collateral and Borrower shall cooperate with Lender in obtaining “control” of Collateral consisting of Deposit Accounts, electronic Chattel Paper, Investment Property, or Letter-Of-Credit Rights as provided in Sections 9-104 through 9-107, inclusive, of the UCC. If any Inventory is in the possession or control of any third party other than a purchaser in the ordinary course of business or a public warehouseman where the warehouse receipt is in the name of or held by Borrower, Borrower shall notify such person of each security interest, pledge, lien, charge, mortgage or other encumbrance of Lender therein and instruct such person or persons to hold such Inventory for the account and benefit of Lender and subject to Lender's instructions. Borrower will deliver to Lender warehouse receipts covering any Inventory located in warehouses showing Lender as the beneficiary thereof and will also cooperate with Lender in obtaining from warehousemen and bailees agreements relating to the release of warehouseman's and bailee's liens on Inventory as Lender may request. (d) Borrower acknowledges and agrees that the security interest granted to Lender pursuant to this Agreement shall specifically include a security interest in all Commercial Tort Claims arising after the Effective Date, and in order to permit Lender to perfect its security interest in each such Commercial Tort Claim Borrower shall promptly deliver to Lender copies of all summonses, complaints, responses, motions and other pleadings filed by or against Borrower after the date hereof so that Lender may file a Uniform Commercial Code financing statement relating to each such Commercial Tort Claim.

Perfection and Protection of Security Interest. (a) Borrower will execute shall, at Borrower’s expense, perform all steps requested by Lender at any time to perfect, maintain, protect, and deliver to Lender enforce Lender’s security agreementsinterest in the Collateral, assignments (including, without limitation, assignments of specific Accounts, Receivables, Certificates of title, Chattel Paper, Documents, Instruments, Goods, Inventory, Equipment executing and General Intangibles), filing financing and other documents continuation statements and instruments as Lender may at any time reasonably request to establish, evidence, attach, perfect, or protect any security interest, pledge, lien, charge, mortgage or other encumbrance granted to Lender. Borrower authorizes Lender to file all financing statements, and all continuations or amendments thereof, performing searches to establishconfirm the priority of Lender’s security interests, evidenceplacing notations on Borrower’s books of account to disclose Lender’s security interest therein, attach, perfect or protect any security interest, pledge, lien, charge, mortgage or other encumbrance granted delivering to Lender all letters of credit on which Borrower is named beneficiary, and taking such other steps as are deemed necessary by Lender to maintain Lender’s control of and security interest in the Collateral. Lender may file, without Borrower’s signature, one or more financing statements disclosing Lender’s security interest under this Agreement. Borrower agrees that subject to Borrower's rights under Section 9-509(d)(2) a carbon, photographic, photostatic, or other reproduction of the UCC, Borrower is not and shall not be authorized to file any this Agreement or of a financing statement or amendment, termination or corrective statement with respect to any is sufficient as a financing statement filed by Lender, or with respect to any continuation or amendment thereof, without the prior written consent of Lender. (b) Borrower will perform any and all actions requested by Lender in Lender's sole discretion to establish, attach, perfect or protect any security interest, pledge, lien, charge, mortgage or other encumbrance of Lender in Inventory, including without limitation, placing and maintaining signs, appointing custodians, maintaining stock Records and transferring Inventory to warehouses. Upon Lender's request, Borrower shall record Lender's security interest on any Certificate of Title for any Collateral that is a motor vehicle. Borrower hereby appoints Lender, and Lender's designee(s), as Borrower's attorney-in-fact (i) to execute and deliver notices of lien, financing statements, assignments, and any other documents, instruments, notices, and agreements necessary for the establishment, attachment, perfection or protection of any security interest, pledge, lien, charge, mortgage or other encumbrance of Lender in any Collateral, (ii) to endorse the name of Borrower on any checks, notes, drafts or other forms of payment or security consisting of Collateral that may come into the possession of Lender or any Affiliate of Lender, (iii) following the occurrence and during the continuation of an Event of Default, to sign Borrower's name on invoices or bills of lading, drafts against customers, notices of assignment, verifications and schedules relating to Collateral, (iv) following the occurrence and during the continuation of an Event of Default (A) to notify the Post Office authorities to change the address of delivery of mail to an address designated by Lender, and (B) to open and dispose of mail addressed to Borrower, and (v) generally, to do all things necessary to carry out the purposes and intent of this Agreement. The powers granted herein, being coupled with an interest, are irrevocable, and Borrower approves and ratifies all acts of the attorney(s)-in-fact consistent with the foregoing. Neither Lender nor any attorney(s)-in-fact shall be liable for any act or omission, error in judgment or mistake of law so long as the same does not constitute gross negligence or willful misconduct. (c) Borrower shall cooperate with Lender in obtaining waivers or subordinations in favor of Lender as Lender may require from third parties having any interest in any Collateral and Borrower shall cooperate with Lender in obtaining “control” of Collateral consisting of Deposit Accounts, electronic Chattel Paper, Investment Property, or Letter-Of-Credit Rights as provided in Sections 9-104 through 9-107, inclusive, of the UCCstatement. If any Inventory Collateral is at any time in the possession or control of any third party other than a purchaser in the ordinary course warehouseman, bailee or any of business Borrower’s agents or a public warehouseman where the warehouse receipt is in the name of or held by Borrowerprocessors, Borrower shall notify such person of each Lender’s security interestinterest in such Collateral and, pledgeupon Lender’s request, lien, charge, mortgage or other encumbrance of Lender therein and instruct such person or persons them to hold all such Inventory Collateral for the Lender’s account and benefit of Lender and subject to Lender's ’s instructions. From time to time, Borrower will shall, upon Lender’s request, execute and deliver confirmatory written instruments pledging to Lender warehouse receipts covering any Inventory located the Collateral, but Borrower’s failure to do so shall not affect or limit Lender’s security interest or other rights in warehouses showing Lender as the beneficiary thereof and will also cooperate with Lender in obtaining from warehousemen and bailees agreements relating to the release of warehouseman's and bailee's liens on Inventory as Lender may request. (d) Borrower acknowledges and agrees that the security interest granted to Lender pursuant to this Agreement shall specifically include a Collateral. Until all Obligations have been fully satisfied, Lender’s security interest in all Commercial Tort Claims arising after the Effective Date, Collateral shall continue in full force and in order to permit Lender to perfect its security interest in each such Commercial Tort Claim Borrower shall promptly deliver to Lender copies of all summonses, complaints, responses, motions and other pleadings filed by or against Borrower after the date hereof so that Lender may file a Uniform Commercial Code financing statement relating to each such Commercial Tort Claimeffect.

Perfection and Protection of Security Interest. (a) Borrower will execute and deliver to Lender security agreements, assignments (including, without limitation, assignments of specific Accounts, Receivables, Certificates of title, Chattel Paperpaper, Documents, Instruments, Goods, Inventory, Equipment and General Intangiblesintangibles), and other documents and instruments as Lender may at any time reasonably request to establish, evidence, attach, perfect, or protect any security interest, pledge, lien, charge, mortgage or other encumbrance granted to Lender. Borrower authorizes Lender to file all financing statements, and all continuations or amendments thereof, to establish, evidence, attach, perfect or protect any security interest, pledge, lien, charge, mortgage or other encumbrance granted to Lender in the Collateral. Borrower agrees that subject to Borrower's ’s rights under Section 9-509(d)(2) of the UCC, Borrower is not and shall not be authorized to file any financing statement or amendment, termination or corrective statement with respect to any financing statement filed by Lender, or with respect to any continuation or amendment thereof, without the prior written consent of LenderLender unless Lender has failed to comply with Section 9-513(c) of the UCC. (b) Borrower will perform any and all actions requested by Lender in Lender's ’s sole discretion to establish, attach, perfect or protect any security interest, pledge, lien, charge, mortgage or other encumbrance of Lender in Inventory, including without limitation, placing and maintaining signs, appointing custodians, maintaining stock Records and transferring Inventory to warehouses. Upon Lender's ’s request, Borrower shall record Lender's ’s security interest on any Certificate of Title title for any Collateral that is a motor vehicle. Borrower hereby appoints Lender, and Lender's ’s designee(s), as Borrower's ’s attorney-in-fact (i) to execute and deliver notices of lien, financing statements, assignments, and any other documents, instruments, notices, and agreements necessary for the establishment, attachment, perfection or protection of any security interest, pledge, lien, charge, mortgage or other encumbrance of Lender in any Collateral, (ii) to endorse the name of Borrower on any checks, notes, drafts or other forms of payment or security consisting of Collateral that may come into the possession of Lender or any Affiliate of Lender, (iii) following the occurrence and during the continuation of an Event of Default, to sign Borrower's ’s name on invoices or bills of lading, drafts against customers, notices of assignment, verifications and schedules relating to Collateral, (iv) following the occurrence and during the continuation of an Event of Default (A) to notify the Post Office authorities to change the address of delivery of mail to an address designated by Lender, and (B) to open and dispose of mail addressed to Borrower, and (v) generally, to do all things necessary to carry out the purposes and intent of this Agreement. The powers granted herein, being coupled with an interest, are irrevocable, and Borrower approves and ratifies all acts of the attorney(s)-in-fact consistent with the foregoing. Neither Lender nor any attorney(s)-in-fact shall be liable for any act or omission, error in judgment or mistake of law so long as the same does not constitute gross negligence or willful misconduct. (c) Borrower shall cooperate with Lender in obtaining waivers or subordinations in favor of Lender as Lender may require from third parties having any interest in any Collateral and Borrower shall cooperate with Lender in obtaining “control” of Collateral consisting of Deposit Accountsaccounts, electronic Chattel Paperpaper, Investment Propertyproperty, or Letter-Ofof-Credit Rights credit rights as provided in Sections 9-104 through 9-107, inclusive, of the UCC. If any Inventory is in the possession or control of any third party other than a purchaser in the ordinary course of business or a public warehouseman where the warehouse receipt is in the name of or held by Borrower, Borrower shall notify such person of each security interest, pledge, lien, charge, mortgage or other encumbrance of Lender therein and instruct such person or persons to hold such Inventory for the account and benefit of Lender and subject to Lender's ’s instructions. Borrower will deliver to Lender warehouse receipts covering any Inventory located in warehouses showing Lender as the beneficiary thereof and will also cooperate with Lender in obtaining from warehousemen and bailees agreements relating to the release of warehouseman's ’s and bailee's ’s liens on Inventory as Lender may request. (d) Borrower acknowledges and agrees that the security interest granted to Lender pursuant to this Agreement shall specifically include a security interest in all Commercial Tort Claims arising after the Effective Date, and in order to permit Lender to perfect its security interest in each such Commercial Tort Claim Borrower shall promptly deliver to Lender copies of all summonses, complaints, responses, motions and other pleadings filed by or against Borrower after the date hereof so that Lender may file a Uniform Commercial Code financing statement relating to each such Commercial Tort Claim.

Perfection and Protection of Security Interest. (a) The Borrower will execute shall, at its expense, perform all steps requested by the Lender at any time to perfect, maintain, protect, and deliver to Lender security agreementsenforce the Lender's Liens in the Collateral, assignments (including, without limitation, assignments of specific Accounts, Receivables, Certificates of title, Chattel Paper, Documents, Instruments, Goods, Inventory, Equipment : (i) executing and General Intangibles), and other documents and instruments as Lender may at any time reasonably request to establish, evidence, attach, perfect, filing financing or protect any security interest, pledge, lien, charge, mortgage or other encumbrance granted to Lender. Borrower authorizes Lender to file all financing continuation statements, and all continuations or amendments thereof, in form and substance satisfactory to establishthe Lender; (ii) delivering to the Lender, evidenceat the request of Lender, attachthe originals of all Instruments, documents, and chattel paper, and all other Collateral of which the Lender determines it should have physical possession in order to perfect and protect the Lender's security interest therein, duly pledged, endorsed or protect any assigned to the Lender without restriction; (iii) placing notations on the Borrower's books of account to disclose the Lender's security interest, pledge, lien, charge, mortgage ; and (iv) taking such other steps as are deemed necessary or other encumbrance granted desirable by the Lender to Lender maintain and protect the Lender's Liens in the Collateral. To the extent permitted by applicable law, the Lender may file, without the Borrower's signature, one or more financing statements disclosing the Lender's Liens in the Collateral. The Borrower agrees that subject to Borrower's rights under Section 9-509(d)(2) a carbon, photographic, photostatic, or other reproduction of the UCC, Borrower is not and shall not be authorized to file any this Agreement or of a financing statement or amendment, termination or corrective statement with respect to any is sufficient as a financing statement filed by Lender, or with respect to any continuation or amendment thereof, without the prior written consent of Lenderstatement. (b) Borrower will perform any and all actions requested by Except with respect to Collateral delivered to the Lender in Lender's sole discretion pursuant to establishthis Section 6.2, attach, perfect or protect any security interest, pledge, lien, charge, mortgage or other encumbrance of Lender in Inventory, including without limitation, placing and maintaining signs, appointing custodians, maintaining stock Records and transferring Inventory to warehouses. Upon Lender's request, the Borrower shall record Lender's immediately following the execution or receipt of a Contract, stamp on the Contract the following words: "This document is subject to a security interest on any Certificate in favor of Title for any Collateral that is a motor vehicle. Borrower hereby appoints LenderBank of America, and Lender's designee(s), as Borrower's attorney-in-fact (i) to execute and deliver notices of lien, financing statements, assignments, and any other documents, instruments, notices, and agreements necessary for the establishment, attachment, perfection or protection of any security interest, pledge, lien, charge, mortgage or other encumbrance of Lender in any Collateral, (ii) to endorse the name of Borrower on any checks, notes, drafts or other forms of payment or security consisting of Collateral that may come into the possession of Lender or any Affiliate of Lender, (iii) following the occurrence and during the continuation of an Event of Default, to sign Borrower's name on invoices or bills of lading, drafts against customers, notices of assignment, verifications and schedules relating to Collateral, (iv) following the occurrence and during the continuation of an Event of Default (A) to notify the Post Office authorities to change the address of delivery of mail to an address designated by Lender, and (B) to open and dispose of mail addressed to Borrower, and (v) generally, to do all things necessary to carry out the purposes and intent of this Agreement. The powers granted herein, being coupled with an interest, are irrevocable, and Borrower approves and ratifies all acts of the attorney(s)-in-fact consistent with the foregoing. Neither Lender nor any attorney(s)-in-fact shall be liable for any act or omission, error in judgment or mistake of law so long as the same does not constitute gross negligence or willful misconductNational Association." (c) Borrower shall cooperate with Lender in obtaining waivers or subordinations in favor of Lender as Lender may require from third parties having any interest in If any Collateral and Borrower shall cooperate with Lender in obtaining “control” of Collateral consisting of Deposit Accounts, electronic Chattel Paper, Investment Property, or Letter-Of-Credit Rights as provided in Sections 9-104 through 9-107, inclusive, of the UCC. If is at any Inventory is time in the possession or control of any third party other than a purchaser in bailee or any of the ordinary course of business or a public warehouseman where Borrower's agents, then the warehouse receipt is in the name of or held by Borrower, Borrower shall notify the Lender thereof and shall notify such person Person of each the Lender's security interestinterest in such Collateral and, pledgeupon the Lender's request, lien, charge, mortgage or other encumbrance of Lender therein and instruct such person or persons Person to hold all such Inventory Collateral for the Lender's account and benefit of Lender and subject to the Lender's instructions. If at any time any Collateral is located on a facility which is not owned by the Borrower, then the Borrower will deliver to Lender warehouse receipts covering any Inventory located shall, at the request of the Lender, obtain written waivers, in warehouses showing Lender as the beneficiary thereof form and will also cooperate with Lender in obtaining from warehousemen and bailees agreements relating substance satisfactory to the release Lender, of warehouseman's all present and bailee's liens on Inventory as Lender future Liens to which the owner or lessor of such premises may requestbe entitled to assert against the Collateral. (d) From time to time, the Borrower acknowledges shall, upon the Lender's request, execute and agrees that deliver confirmatory written instruments pledging to the Lender the Collateral, but the Borrower's failure to do so shall not affect or limit the Lender's security interest granted or the Lender's other rights in and to Lender pursuant to this Agreement shall specifically include a security interest in all Commercial Tort Claims arising after the Effective Date, and in order to permit Lender to perfect its security interest in each such Commercial Tort Claim Borrower shall promptly deliver to Lender copies of all summonses, complaints, responses, motions and other pleadings filed by or against Borrower after the date hereof so that Lender may file a Uniform Commercial Code financing statement relating to each such Commercial Tort Claim.the

Perfection and Protection of Security Interest. (a) Each Borrower will execute shall, at its expense, take all actions requested by FINOVA at any time to perfect, maintain, protect and deliver enforce FINOVA's first priority security interest and other rights in the Collateral and the priority thereof from time to Lender security agreementstime, assignments (including, without limitation, assignments of specific Accounts, Receivables, Certificates of title, Chattel Paper, Documents, Instruments, Goods, Inventory, Equipment (i) executing and General Intangibles), filing financing or continuation statements and other amendments thereof and executing and delivering such documents and instruments titles in connection with motor vehicles as Lender may at FINOVA shall require, all in form and substance satisfactory to FINOVA, (ii) maintaining a perpetual inventory and complete and accurate stock records, (iii) delivering to FINOVA warehouse receipts covering any time reasonably request to establish, evidence, attach, perfect, or protect any security interest, pledge, lien, charge, mortgage or other encumbrance granted to Lender. Borrower authorizes Lender to file all financing statements, and all continuations or amendments thereof, to establish, evidence, attach, perfect or protect any security interest, pledge, lien, charge, mortgage or other encumbrance granted to Lender in the Collateral. Borrower agrees that subject to Borrower's rights under Section 9-509(d)(2) portion of the UCCCollateral located in warehouses and for which warehouse receipts are issued, Borrower is not and shall not be authorized to file any financing statement or amendment, termination or corrective statement with respect to any financing statement filed by Lender, or with respect to any continuation or amendment thereof, without the prior written consent of Lender. (b) Borrower will perform any and all actions requested by Lender in Lender's sole discretion to establish, attach, perfect or protect any security interest, pledge, lien, charge, mortgage or other encumbrance of Lender in Inventory, including without limitation, placing and maintaining signs, appointing custodians, maintaining stock Records and transferring Inventory to warehouses. Upon Lender's request, Borrower shall record Lender's security interest on any Certificate of Title for any Collateral that is a motor vehicle. Borrower hereby appoints Lender, and Lender's designee(s), as Borrower's attorney-in-fact (i) to execute and deliver notices of lien, financing statements, assignments, and any other documents, instruments, notices, and agreements necessary for the establishment, attachment, perfection or protection of any security interest, pledge, lien, charge, mortgage or other encumbrance of Lender in any Collateral, (ii) to endorse the name of Borrower on any checks, notes, drafts or other forms of payment or security consisting of Collateral that may come into the possession of Lender or any Affiliate of Lender, (iii) following the occurrence and during the continuation of an Event of Default, to sign Borrower's name on invoices or bills of lading, drafts against customers, notices of assignment, verifications and schedules relating to Collateralwarehouses designated by FINOVA, (iv) following the occurrence and during the continuation placing notations on such Borrower's books of an Event of Default (A) account to notify the Post Office authorities to change the address of delivery of mail to an address designated by Lender, and (B) to open and dispose of mail addressed to Borrower, disclose FINOVA's security interest therein and (v) generallydelivering to FINOVA all letters of credit on which such Borrower is named beneficiary. FINOVA may file, to do all things necessary to carry out the purposes and intent of without any Borrower's signature, one or more financing statements disclosing FINOVA's security interest under this Agreement. The powers granted hereinEach Borrower agrees that a carbon, being coupled with an interestphotographic, are irrevocable, and Borrower approves and ratifies all acts photostatic or other reproduction of the attorney(s)-in-fact consistent with the foregoing. Neither Lender nor any attorney(s)-in-fact shall be liable for any act this Agreement or omission, error in judgment or mistake of law so long a financing statement is sufficient as the same does not constitute gross negligence or willful misconduct. (c) Borrower shall cooperate with Lender in obtaining waivers or subordinations in favor of Lender as Lender may require from third parties having any interest in any Collateral and Borrower shall cooperate with Lender in obtaining “control” of Collateral consisting of Deposit Accounts, electronic Chattel Paper, Investment Property, or Letter-Of-Credit Rights as provided in Sections 9-104 through 9-107, inclusive, of the UCCa financing statement. If any Inventory Collateral is at any time in the possession or control of any third party other than warehouseman, bailee or any of a purchaser in Borrower's agents or processors, the ordinary course of business or a public warehouseman where the warehouse receipt is in the name of or held by Borrower, applicable Borrower shall notify such person Person of each FINOVA's security interestinterest in such Collateral and, pledgeupon FINOVA's request, lien, charge, mortgage or other encumbrance of Lender therein and instruct such person or persons them to hold all such Inventory Collateral for the FINOVA's account and benefit of Lender and subject to LenderFINOVA's instructions. From time to time, each Borrower will shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to Lender warehouse receipts covering FINOVA, but any Inventory located Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in warehouses showing Lender as the beneficiary thereof and will also cooperate with Lender in obtaining from warehousemen and bailees agreements relating to the release of warehousemanCollateral. Until the Obligations have been fully satisfied and FINOVA's and baileeobligation to make further advances hereunder has terminated, FINOVA's liens on Inventory as Lender may request. (d) Borrower acknowledges and agrees that the security interest granted to Lender pursuant to this Agreement shall specifically include a security interest in all Commercial Tort Claims arising after the Effective Date, Collateral shall continue in full force and in order to permit Lender to perfect its security interest in each such Commercial Tort Claim Borrower shall promptly deliver to Lender copies of all summonses, complaints, responses, motions and other pleadings filed by or against Borrower after the date hereof so that Lender may file a Uniform Commercial Code financing statement relating to each such Commercial Tort Claimeffect.