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

Perfection and Protection of Security Interest. (a) Each of the Grantors shall, at their own expense, perform all steps reasonably requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent's Liens, including: (i) executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) placing notations on such Grantor's books of account to disclose the Agent's security interest; and (iii) taking such other steps as are reasonably deemed necessary or desirable to maintain and protect the Agent's Liens; provided that on the anniversary of the Closing Date and within 30 days after the Agent's request therefor, the Company shall furnish the Agent an Opinion of Counsel pursuant to Section 17.4 of the Indenture, whether or not such Opinion of Counsel is required by the TIA. Each Grantor agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement. (b) Each Grantor 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 (i) accurately describe the Collateral and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor. Each Grantor agrees to furnish any such information to the Agent promptly upon request. Each 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) From time to time, each Grantor shall, upon the Agent's reasonable request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral, but any 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 any Grantor. Subject to Section 20(f), so long as the Indenture is in effect and until all Obligations have been fully satisfied, the Agent's Liens shall continue in full force and effect in all Collateral.

Perfection and Protection of Security Interest. (a) Each Subject to the continuing requirements of the Intercreditor Agreement, the Grantors shall, at their own the Company’s expense, perform all steps required or otherwise reasonably requested by the Agent Trustee at any time to perfect, maintain, protect, and enforce the Agent's LiensTrustee’s Note Liens on the Collateral during any Secured Period, including, without limitation: (i) executing executing, delivering and/or filing and recording of the Mortgages and authorizing the filing of financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) placing notations on such Grantor's books of account Trustee, or documents to disclose the Agent's security interestsimilar effect under any applicable foreign law; and (iiiii) taking such other steps as are reasonably deemed necessary or desirable by the Trustee to maintain and protect the Agent's Trustee’s Note Liens; provided that on the anniversary of the Closing Date and within 30 days after the Agent's request therefor, the Company shall furnish the Agent an Opinion of Counsel pursuant to Section 17.4 of the Indenture, whether or not such Opinion of Counsel is required by the TIA. Each Grantor agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement. (b) Each Grantor Subject to the Intercreditor Agreement, the Grantors hereby irrevocably authorizes authorize the Agent Trustee and its agents at any time and from time to time during any Secured Period to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (ia) accurately describe the Collateral and (iib) contain any other information required by part 5 of Article 9 of the UCC of the State of New York for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such each Grantor is an organization, the type of organization and any organization identification number issued to such 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 relates. Each Grantor agrees to furnish any such information reasonably requested by the Trustee to the Agent promptly upon request. Each Grantor also ratifies its authorization for the Agent to have filed Trustee promptly, but in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to event within ten (10) days, after written request therefor from the date hereofTrustee. (c) From time to timetime during any Secured Period, each Grantor shall, upon the Agent's Trustee’s reasonable request, execute and deliver confirmatory written instruments pledging to the AgentTrustee, for the ratable benefit of the Agent and the LendersSecured Parties, the Collateral, but any Grantor's ’s failure to do so shall not affect or limit any security interest or any other rights of the Agent or any Lender Secured Parties in and to the Collateral with respect to any such Grantor. Subject to Section 20(f), so So long as the Indenture is in effect and until all Obligations have been fully satisfied, the Agent's Trustee’s Note Liens shall continue in full force and effect on all Collateral except as provided in the Indenture and the Intercreditor Agreement. (d) Without limiting the prohibitions on mergers involving the Grantors contained in the Indenture, no Grantor shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof or change its name or type of entity as identified on Schedule 1, unless it gives the Trustee at least thirty (30) days’ prior written notice thereof and, during any Secured Period, executes any and all financing statements and other documents that the Trustee reasonably requests in connection therewith. (e) Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement during any First Priority Period with respect to any financing statement relating to the Collateral without the prior written consent of the Trustee and agrees that it will not do so without the prior written consent of the Trustee, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC and subject in all Collateralcases to the provisions of the Intercreditor Agreement. (f) Each Grantor shall preserve and protect any security interest and priority created by this Agreement and the Indenture Documents (in each case to the extent provided in the Intercreditor Agreement) and shall defend such security interest and priority, if any, against the claims and demands of all Persons whomsoever other than Permitted Liens.

Perfection and Protection of Security Interest. (a) Each of the Grantors The Grantor shall, at their its own expense, perform all steps reasonably requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent's ’s Liens, including: (i) executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent, including filing each of the Patent Agreement and the Trademark Agreement with the United States Patent and Trademark Office substantially in the form of Exhibits A and B attached hereto; (ii) placing notations on such the Grantor's ’s books of account to disclose the Agent's ’s security interest; and (iii) taking such other steps as are reasonably deemed necessary or desirable to maintain and protect the Agent's ’s Liens; provided that on . Notwithstanding the anniversary of foregoing, the Closing Date Grantor shall not be required to take any action to perfect the Agent’s Lien (A) other than (1) filing a financing statement, if and to the extent such Lien can be perfected by such filing, and (2) using commercially reasonable efforts to deliver to the Agent, within 30 days after the Agent's any written request therefor, original share certificates for the capital stock of any Subsidiary of a Grantor to the extent such capital stock constitutes Collateral, together with appropriate stock powers, duly endorsed in blank, or (B) with respect to Excluded Collateral. Within ninety (90) days after the end of each calendar year, the Company shall furnish the Agent an Opinion of Counsel pursuant to Section 17.4 of the Indenture, whether or not if and to the extent such Opinion of Counsel is required by the TIA. Each The Grantor agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement. (b) Each The Grantor 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 where filing is necessary to perfect the Agent’s Lien any initial financing statements and amendments thereto that (i) accurately describe the Collateral and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including whether such the Grantor is an organization, the type of organization and any organization identification number issued to such the Grantor. Each The Grantor agrees to furnish any such information to the Agent promptly upon request. Each The 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) From time to time, each Grantor shall, upon the Agent's reasonable request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral, but any 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 any Grantor. Subject to Section 20(f), so long as the Indenture is in effect and until all Obligations have been fully satisfied, the Agent's ’s Liens shall continue in full force and effect in all Collateral. (d) The Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement filed to perfect the Agent’s Lien without the prior written consent of the Agent and agrees that it will not do so without the prior written consent of the Agent, subject to the Grantor’s rights under Section 9-509(d)(2) of the UCC.

Perfection and Protection of Security Interest. (a) Each of the Grantors Borrower shall, at their own its expense, perform take all steps actions reasonably requested by the Agent DLL at any time to perfect, maintain, protect, protect and enforce DLL's security interest and other rights in the Agent's LiensCollateral and the priority thereof from time to time, including: , without limitation, (i) executing and filing financing or continuation statements, statements and continuations and amendments thereof, all in form and substance reasonably satisfactory to the Agent; DLL, (ii) placing notations on such Grantor's books of account to disclose the Agent's security interest; maintaining a perpetual inventory and complete and accurate inventory stock records, (iii) delivering to DLL warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, and transferring Inventory to warehouses designated by DLL, (iv) delivering to DLL any and all other Documents covering any portion of the Collateral; (iv) [RESERVED], and (v) upon the request of DLL, taking all actions necessary to give DLL “control” of any and all Deposit Accounts, Electronic Chattel Paper, Investment Property and/or Letter-of-Credit Rights as defined and provided for in Sections 9-104, 9-105, 9-106 and 9-107 of the Code respectively. Borrower represents and covenants that as of the date hereof, Borrower has no Commercial Tort Claims, and covenants and agrees that if Borrower shall at any time hereafter acquire any Commercial Tort Claims, Borrower, promptly and in any event within five (5) days of the filing of any complaint by Borrower with respect to any such Commercial Tort Claim or Borrower otherwise becoming aware that such a Commercial Tort Claim has arisen or been acquired, Borrower shall given written notice to DLL of the filing of such complaint and/or acquisition of such Commercial Tort Claim, which notice shall include a reasonably detailed description of such Commercial Tort Claim. Borrower shall provide any other steps as are information reasonably deemed necessary requested by DLL from time to time regarding any such Commercial Tort Claim and shall from time to time execute and deliver to DLL any security agreements or desirable other documents requested by DLL in order to maintain create, perfect, preserve and protect a security interest in favor of DLL in each such Commercial Tort Claim. Borrower hereby authorizes DLL to file, without Borrower's signature to the Agentextent permitted by the Code and/or any other applicable law, one or more financing statements in such jurisdictions as DLL shall elect in its Permitted Discretion naming Borrower as the “debtor” and DLL as the “secured party” and indicating as the collateral covered thereby a description of the Collateral, which such description of the Collateral may consist of the words “all assets” or “all personal property” of Borrower, and Borrower further authorizes DLL to file, without Borrower's Liens; provided signature to the extent permitted by the Code and/or any other applicable law, any and all amendments to and continuations of such financing statements as DLL shall elect in its Permitted Discretion. Subject to any applicable provisions of the MRA Intercreditor Agreement, Borrower acknowledges and agrees that on DLL will and is hereby authorized to send notices pursuant to Section 9-324(b) of the anniversary of Code to any and all persons holding security interest that were created prior to the Closing Date and within 30 days after to any and all persons who have filed UCC-1 financing statements naming Borrower as the Agent's request therefor, “debtor” prior to the Company shall furnish Closing Date stating that DLL will be acquiring and expects to acquire a purchase-money security interest in the Agent an Opinion of Counsel pursuant to Section 17.4 Floorplanned Inventory and giving a description of the Indenture, whether or not such Opinion of Counsel Floorplanned Inventory. If any Collateral is required by the TIA. Each Grantor agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement. (b) Each Grantor 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 (i) accurately describe the Collateral and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency possession or filing office acceptance control of any financing statement warehouseman, bailee or amendmentany of Borrower's agents or processors, including whether Borrower shall notify such Grantor is an organizationPerson of DLL's security interest in such Collateral and, the type upon DLL's request, instruct them to hold all such Collateral for DLL's account subject to DLL's instructions and/or obtain a waiver from such Person of organization and any organization identification number issued that Person’s rights to such Grantor. Each Grantor agrees to furnish any such information Collateral to the Agent promptly upon requestextent DLL shall require in its Permitted Discretion. Each 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) From time to time, each Grantor Borrower shall, upon the AgentDLL's reasonable request, execute and deliver confirmatory written instruments pledging the Collateral to the Agent, for the ratable benefit of the Agent and the Lenders, the CollateralDLL, but any GrantorBorrower's failure to do so shall not affect or limit any DLL's security interest or any other rights of the Agent or any Lender in and to the Collateral with respect to any GrantorCollateral. Subject to Section 20(f), so long as Until the Indenture is in effect and until all Obligations have been fully satisfiedsatisfied and DLL's obligation to make further advances hereunder has terminated, DLL's security interest in the Agent's Liens Collateral shall continue in full force and effect in all Collateraleffect.

Perfection and Protection of Security Interest. (a) Each of The Debtors hereby irrevocably authorize the Grantors shallCollateral Agent or its designees, at their own expense, perform all steps reasonably requested by the Agent at any time and from time to perfecttime, maintainto file such UCC financing statements, protect, and enforce the Agent's Liens, including: (i) executing and filing financing or continuation statements, amendment statements and such other documents as the Collateral Agent may deem necessary to protect, perfect or continue or maintain perfection of, the Security Interest in the Collateral, and appoint the Collateral Agent as each of the Debtor’s attorney-in-fact, with a power of attorney to file on the Debtors’ behalf such UCC financing statement forms, continuation statements, amendment statements and execute other similar instruments as the Collateral Agent may from time to time deem necessary to protect or perfect such Security Interest in the Collateral, and such financing statements and amendments thereofmay describe the Collateral covered thereby as “all assets” or “all assets of the Debtor” or words of similar import. Such power of attorney is coupled with an interest and shall be irrevocable prior to the termination of this Agreement in accordance with Section 21 hereof. The Debtors shall execute and deliver to the Collateral Agent for recordation and filing in the United States Patent and Trademark Office or any appropriate Internet domain name registrar any appropriate patent or trademark security document or assignment of domain names, as applicable, in form and substance reasonably satisfactory to the Collateral Agent as the Collateral Agent may deem necessary to protect, perfect or continue or maintain perfection of, the Security Interest in the Intellectual Property. In addition, the Debtors agree at the sole cost and expense of the Debtors to make, execute, furnish, deliver or cause to be done, furnished, executed and delivered all such further acts, information, documents and things as required hereunder or as the Collateral Agent may reasonably require for the purpose of perfecting or protecting the Security Interest in any Collateral, all promptly upon written request therefor. Each Debtor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement filed with respect to the Security Interest in any Collateral without the prior written consent of the Collateral Agent; (ii) placing notations on such Grantor's books of account to disclose the Agent's security interest; and (iii) taking such other steps as are reasonably deemed necessary or desirable to maintain and protect the Agent's Liens; , provided that on such prior written consent shall only be given if approved by the anniversary Required Holders (as defined in the Purchase Agreement), subject to such Debtor’s rights under Section 9-509(d)(2) of the Closing Date and within 30 days after the Agent's request therefor, the Company shall furnish the Agent an Opinion of Counsel pursuant to Section 17.4 of the Indenture, whether or not such Opinion of Counsel is required by the TIA. Each Grantor agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statementUCC. (b) Each Grantor Debtor hereby irrevocably authorizes appoints the Agent at any time Collateral Agent, and from time to time to file the Collateral Agent’s designee(s), as each of the Debtor’s attorney-in-fact following and during the continuance of an Event of Default (as defined in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements the Notes and amendments thereto that as used herein, an “Event of Default”) (i) accurately describe 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 the Collateral and Agent in any Collateral, (ii) contain to endorse the name of each Debtor on any checks, notes, drafts or other information required by part 5 forms of Article 9 payment or security consisting of Collateral that may come into the possession of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor. Each Grantor agrees to furnish any such information to the Agent promptly upon request. Each 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) From time to time, each Grantor shall, upon the Agent's reasonable request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral, but any Grantor's failure to do so shall not affect or limit any security interest or any other rights of the Collateral Agent or any Lender in and to Affiliate of the Collateral Agent, (iii) to sign each Debtor’s name on invoices or bills of lading, drafts against customers, notices of assignment, verifications and schedules relating to Collateral, (iv) (A) to notify post office authorities to change the address of delivery of mail to an address designated by the Collateral Agent, and (B) to open and dispose of mail addressed to each Debtor, 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 respect to an interest, are irrevocable, and each Debtor approves and ratifies all acts of the attorney(s)-in-fact consistent with the foregoing. Neither the Collateral Agent nor any Grantor. Subject to Section 20(f)attorney(s)-in-fact shall be liable for any act or omission, error in judgment or mistake of law so long as the Indenture is same does not constitute gross negligence or willful misconduct of the Collateral Agent, as determined in effect and until all Obligations have been fully satisfieda final, the Agent's Liens shall continue in full force and effect in all Collateralnon-appealable judgment of a court of competent jurisdiction.

Perfection and Protection of Security Interest. (a) Each of the Grantors Grantor shall, at their own its expense, perform all steps reasonably 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 Mortgage(s), the Copyright Security Agreements, the Patent and Trademark Agreements with respect to the Restricted Intellectual Property, applicable stock pledge agreements and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the AgentAgent with respect to the Collateral; (ii) delivering to Bank of America, N.A. (together with its successor agents, "Bank of America"), for the benefit of the lenders under the Revolving Credit Agreement and (for so long as any portion of the Total Facility (as defined in the Revolving Credit Agreement) shall remain in place) the Lenders the originals of all material Instruments, Documents, and Chattel Paper, and all other material Collateral of which Bank of America determines it should have physical possession in order to perfect and protect Bank of America's security interest therein, duly pledged, endorsed or assigned to Bank of America without restriction; (iii) delivering to Bank of America warehouse receipts covering any material portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering any material portion of the Collateral for which certificates of title have been issued; (iv) when an Event of Default has occurred and is continuing, transferring Inventory to warehouses or other locations designated by Bank of America; (v) placing notations on such Grantor's books of account and records to disclose the Agent's security interest; (vi) obtaining control agreements from securities intermediaries with respect to financial assets in the possession of securities intermediaries; (vii) assigning and delivering to Bank of America all Supporting Obligations, including letters of credit on which such Grantor is named beneficiary with the written consent of the issuer thereof; and (iiiviii) taking such other steps as reasonably are reasonably deemed necessary or desirable by the Agent to maintain and protect the Agent's Liens; provided provided, however, that on any action required to be taken, or any right afforded, in clauses (ii), (iii), (iv), (vi) and (vii) above in favor of Bank of America shall, in the anniversary event that any of the Closing Date and within 30 days obligations (other than contingent obligations) of the Grantors under the Loan Agreement shall remain outstanding after such time as the Total Facility (as defined in the Revolving Credit Agreement) shall cease to be in effect, be taken or afforded, as the case may be, in favor of the Agent. To the extent permitted by applicable law, the Agent may file, without any Grantor's signature, one or more financing statements disclosing the Agent's request therefor, the Company shall furnish the Agent an Opinion of Counsel pursuant to Section 17.4 of the Indenture, whether or not such Opinion of Counsel is required by the TIALiens. Each Grantor agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement. (b) Each Grantor hereby irrevocably authorizes If any material portion of the Agent Collateral is at any time in the possession or control of any warehouseman, bailee or any of such Grantor's agents or processors, then such Grantor shall notify the Agent thereof and from shall use its best efforts to obtain a bailee letter within sixty (60) days of the Closing Date, unless notified to the contrary by Agent, acknowledged by the bailee that notifies such Person of the Agent's security interest in such Collateral and instructs such Person to hold all such Collateral for the Agent's account subject to the Agent's instructions. If at any time to time to file any material portion of the Collateral is located in any filing office operating facility of a Grantor that is leased by such Grantor, then such Grantor shall use its best efforts to obtain written landlord lien waivers or subordinations within sixty (60) days of the Closing Date, unless notified to the contrary by Agent, in any Uniform Commercial Code jurisdiction any initial financing statements form and amendments thereto substance reasonably satisfactory to the Agent, that (i) accurately describe waive or subordinate all present and future Liens which the owner or lessor of such premises may be entitled to assert against the Collateral. Pending receipt of such bailee letters and landlord waivers or subordinations, Agent may establish such reserves relating to the Collateral and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor. Each Grantor agrees to furnish any such information to the as Agent promptly upon request. Each 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 hereofshall deem appropriate. (c) From time to time, each Grantor shall, upon the Agent's reasonable request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the Lenders, the CollateralCollateral and the Equipment, but any such 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 and the Equipment with respect to any such Grantor. Subject to Section 20(f), so So long as the Indenture Loan Agreement is in effect and until all Obligations have been fully satisfied, the Agent's Liens shall continue in full force and effect in all Collateral.

Perfection and Protection of Security Interest. (a) Each of the Grantors shall, at their own expense, perform all steps reasonably requested by the Agent at any time to perfect, maintain, protect, and enforce the Agent's Liens, including: (i) executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) placing notations on such Grantor's books of account to disclose the Agent's security interest; and (iii) taking such other steps as are reasonably deemed necessary or desirable by the Agent to maintain and protect the Agent's Liens, provided that no Guarantor shall be required to deliver to the Agent possession of any Instrument comprising an item of Collateral; provided further that on the anniversary of the Closing Date and within 30 days after the Agent's request thereforApril 30 in each year beginning with April 30, 2005, the Company shall furnish the Agent an Opinion of Counsel pursuant to Section 17.4 10.02(b)(ii) of the Indenture, whether or not such Opinion of Counsel is required by the TIA. Each Grantor agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement. (b) Each Grantor 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 (ia) accurately describe the Collateral and (iib) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor. Each Grantor agrees to furnish any such information to the Agent promptly upon request. Each 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) From time to time, each Grantor shall, upon the Agent's reasonable request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral, but any 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 any Grantor. Subject to Section 20(f), so So long as the Indenture is in effect and until all Obligations have been fully satisfied, the Agent's Liens shall continue in full force and effect in all CollateralCollateral except for such Collateral as is disposed of in accordance with the Indenture.

Perfection and Protection of Security Interest. (a) Each of the Grantors The Borrower and each Guarantor shall, at their own expense, perform all steps reasonably 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 Mortgage(s), the Patent and Trademark Agreements, Pledge Agreements, Subsidiaries' share certificates and stock powers, and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Agent; (ii) delivering to the Agent the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent's security interest therein, duly pledged, endorsed or assigned to the Agent without restriction, including all instruments and chattel paper constituting proceeds of asset dispositions; (iii) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering any portion of the collateral for which certificates of title have been issued; (iv) when an Event of Default exists, transferring Inventory to warehouses or other locations designated by the Agent; (v) placing notations on such Grantorthe Borrower's and the Guarantors' books of account to disclose the Agent's security interest; (vi) delivering to the Agent all letters of credit on which the Borrower or any Guarantor is named beneficiary; and (iiivii) taking such other steps as are reasonably deemed necessary or desirable by the Agent to maintain and protect the Agent's Liens; provided that on . To the anniversary of extent permitted by applicable law, the Closing Date and within 30 days after Agent may file, without the Borrower's or any Guarantor's signature, one or more financing statements disclosing the Agent's request therefor, the Company shall furnish the Agent an Opinion of Counsel pursuant to Section 17.4 of the Indenture, whether or not such Opinion of Counsel is required by the TIALiens. Each Grantor agrees The Borrower and each Guarantor agree that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement. (b) Each Grantor hereby irrevocably authorizes the Agent If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower's or any Guarantor's agents or processors, then the Borrower or the applicable Guarantor shall notify the Agent thereof and from shall, at the request of Agent, notify such Person of the Agent's security interest in such Collateral and instruct such Person to hold all such Collateral for the Agent's account subject to the Agent's instructions. If at any time to time to file any Collateral is located in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (i) accurately describe the Collateral and (ii) contain any other information required by part 5 of Article 9 operating facility of the UCC for Borrower or any Guarantor not owned by the sufficiency Borrower or filing office acceptance the applicable Guarantor, then the Borrower or the applicable Guarantor shall, at the request of any financing statement the Agent, obtain written landlord lien waivers or amendmentsubordinations, including whether such Grantor is an organization, the type of organization in form and any organization identification number issued to such Grantor. Each Grantor agrees to furnish any such information substance reasonably satisfactory to the Agent promptly upon request. Each Grantor also ratifies its authorization for Agent, of all present and future Liens to which the Agent owner or lessor of such premises may be entitled to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to assert against the date hereofCollateral. (c) From time to time, the Borrower and each Grantor Guarantor shall, upon the Agent's reasonable request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the Lenders, the Collateral, but any Grantor's the 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 any GrantorCollateral. Subject to Section 20(f), so So long as the Indenture this Agreement is in effect and until all Obligations have been fully satisfied, the Agent's Liens shall continue in full force and effect in all CollateralCollateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).