Common use of Perfection of Security Interests Clause in Contracts

Perfection of Security Interests. (a) Debtor shall, from time to time, execute such financing statements as Secured Party may reasonably require in order to perfect the Security Interest. If any Collateral consists of a motor vehicle or other personal property with a certificate of title, Debtor shall execute such documents as may be required to have the Security Interest properly noted on a certificate of title. Debtor shall execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and Secured party's rights under this Agreement. (b) To the extent permitted by law, Debtor hereby authorizes Secured Party to file one or more financing statements (each a "Financing Statement") describing the Collateral or any agricultural liens or other statutory liens held by Secured Party. (c) Debtor shall have possession of the Collateral, except where expressly otherwise provided in this Security Agreement. Where collateral is in the possession of a third party, Debtor will join with Secured Party in notifying the third party of Secured Party's security interest and obtaining an acknowledgement from the third party that it is holding the Collateral for the benefit of the Secured party. (d) Debtor will cooperate with Secured Party in obtaining control with respect to Collateral consisting of deposit accounts, investment property, letter-of-credit rights and electronic chattel paper. (e) Debtor will not create any chattel paper without placing a legend on the chattel paper acceptable to Secured Party that indicates that Secured Party has a security interest in the chattel paper. (f) To the extent Debtor uses the Loan to purchase Collateral, Debtor's repayment of the Loan shall apply on a "first-in, first-out" basis so that the portion of the Loan used to purchase a particular item of Collateral shall be paid in the chronological order the Debtor purchased the Collateral.

Perfection of Security Interests. (a) Debtor shall, from time to time, execute such financing statements as Secured Party may reasonably require in order to perfect the Security Interest. If any Collateral consists of a motor vehicle or other personal property with a certificate of title, Debtor shall execute such documents as may be required to have the Security Interest properly noted on a certificate of title. Debtor shall execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and Secured party's rights under this Agreement. (b) To the extent permitted by law, Debtor Grantor hereby authorizes the Secured Party to file one a financing statement or more financing statements (each a the "Financing Statement") describing the Collateral in any and all jurisdictions where, and with any and all governmental authorities with whom, the Secured Party reasonably deems such filing to be necessary or appropriate including, without limitation, the jurisdiction of the debtor's location for purposes of the Code, the United States Patent and Trademark Office and the United States Copyright Office. Grantor will reimburse the Secured Party for any agricultural liens and all reasonable costs, charges and expenses (including reasonable fees of counsel) incurred in connection with such filings. For purposes of this Section 1.2(a), the Financing Statements shall be deemed to include any amendment, modification, assignment, continuation statement or other statutory liens held by similar instrument consistent with the rights granted to the Secured PartyParty under this Security Agreement and the Purchase Agreement. (cb) Debtor Grantor shall have possession of the Collateral, except where as expressly otherwise provided in this Security AgreementAgreement or where the Secured Party chooses to perfect its security interest by possession in addition to the filing of a Financing Statement. Where collateral Collateral is in the possession of a third party, Debtor Grantor will join with the Secured Party in notifying the third party of the Secured Party's security interest therein and obtaining an acknowledgement from the third party that it is holding the Collateral for the benefit of the Secured partyParty. (dc) Debtor Grantor will cooperate with the Secured Party in obtaining control (including "Control" as contemplated by Section 9312(b) of the Code) with respect to Collateral consisting of deposit accounts, investment property, letter-of-letter of credit rights and electronic chattel paper. (ed) Debtor Grantor will not create any chattel paper without placing a legend on the such chattel paper reasonably acceptable to the Secured Party indicating that indicates that the Secured Party has a secured interest in such Chattel Paper. (e) Grantor shall, upon the Grantor's acquiring, or otherwise becoming entitled to the benefits of, any Copyright (or copyrightable material), Patent (or patentable invention), Trademark (or associated goodwill) or other Intellectual Property or upon or prior to Grantor's filing, either directly or through any agent, licensee or other designee, of any application with any governmental authority for any Copyright, Patent, Trademark, or other Intellectual Property, in each case after the date hereof, execute and deliver such contracts, agreements and other instruments as the Secured Party may reasonably request to evidence, validate, perfect and establish the priority of the security interest granted by this Security Agreement in the chattel papersuch and any related Intellectual Property. (f) To Grantor shall deliver and pledge to the extent Debtor uses Secured Party any and all certificates representing the Loan to purchase Pledged Stock, accompanied by undated stock powers duly executed in blank. (g) Grantor shall upon the acquisition after the date hereof by Grantor of any Stock Collateral, Debtor's repayment of promptly either (x) transfer and deliver to the Loan Secured Party all such Stock Collateral (together with the certificates representing such Stock Collateral securities duly endorsed in blank or accompanied by undated stock powers duly executed in blank) or (y) take such other action as the Secured Party shall apply on a "first-indeem reasonably necessary or appropriate to perfect, first-out" basis so that and establish the portion of priority of, the Loan used to purchase a particular item of Collateral shall be paid security interest granted by this Security Agreement in the chronological order the Debtor purchased the such Stock Collateral.

Perfection of Security Interests. (a) Debtor shallEach Grantor hereby authorizes the Collateral Agent to file a financing statement or financing statements, from time to timeinstrument or other applicable document, execute without the signature of such financing statements Grantor, and naming such Grantor as debtor and the Collateral Agent as Secured Party may reasonably require (collectively, the “Financing Statements”) describing the Collateral in order to perfect the Security Interest. If any Collateral consists of a motor vehicle or other personal property with a certificate of title, Debtor shall execute such documents as may be required to have the Security Interest properly noted on a certificate of title. Debtor shall execute, deliver or endorse any and all instrumentsjurisdictions where, documentsand with any and all governmental authorities with whom, assignmentsthe Collateral Agent reasonably deems such filing to be necessary or appropriate including, security agreements without limitation, the jurisdiction of the debtor’s location for purposes of the Code, the United States Patent and Trademark Office and the United States Copyright Office (or any successor office or any similar office in any country). Each Grantor will reimburse the Collateral Agent for any and all costs, charges and expenses (including fees of counsel) incurred in connection with such filings. For purposes of this Section 2.3(a), the Financing Statements shall be deemed to include any amendment, modification, assignment, continuation statement or other agreements and writings which similar instrument consistent with the rights granted to the Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce under the Security Interest and Secured party's rights under this AgreementTransaction Documents. (b) To the extent permitted by law, Debtor hereby authorizes Secured Party to file one or more financing statements (each a "Financing Statement") describing the Collateral or any agricultural liens or other statutory liens held by Secured Party. (c) Debtor Each Grantor shall have possession of the CollateralCollateral of such Grantor, except where as expressly otherwise provided in this Security AgreementPledge Agreement or where the Collateral Agent chooses to perfect its security interest by possession in addition to the filing of a Financing Statement. Where collateral Collateral is in the possession of a third party, Debtor the applicable Grantor will join with Secured Party the Collateral Agent in notifying the third party of Secured Party's the Collateral Agent’s security interest and obtaining therein and, upon the request of the Collateral Agent, use its commercially reasonable efforts to obtain an acknowledgement from the third party that it is holding the Collateral for the benefit of the Secured partyParty. With respect to any Deposit Accounts, Securities Accounts, Security Entitlements, Commodity Accounts, Commodity Contracts and electronic Chattel Paper included in the Collateral, each Grantor shall ensure that the Collateral Agent has Control thereof, subject to the provisions of Section 1.6(c) of Amendment No. 2. With respect to any Securities Accounts or Securities Entitlements, such Control shall be accomplished by the Grantor causing the Securities Intermediary (as defined in Section 8-102(a)(14) of the Code) maintaining such Securities Account or Security Entitlement to enter into an agreement substantially in the form of Annex III hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent) pursuant to which the applicable Securities Intermediary shall agree to comply with the Collateral Agent’s Entitlement Orders (as defined in Section 8-102(a)(8) of the Code) without further consent by such Grantor. With respect to any Deposit Account, each Grantor shall cause the depositary institution maintaining such account to enter into an agreement substantially in the form of Annex IV hereto (or such other agreement in form and substance reasonably satisfactory to the Collateral Agent), pursuant to which the applicable Bank (as defined in Section 9-102(a)(8) of the Code) shall agree to comply with the Collateral Agent’s instructions with respect to disposition of funds in the Deposit Account without further consent by such Grantor. With respect to any Commodity Accounts or Commodity Contracts each Grantor shall cause Control to be established in favor of the Collateral Agent in a manner reasonably acceptable to the Collateral Agent. With respect to any uncertificated Security included in the Collateral (other than any uncertificated Securities credited to a Securities Account), each Grantor shall cause the issuer of such uncertificated Security to either (i) register the Collateral Agent as the registered owner thereof on the books and records of the issuer or (ii) execute an agreement in form and substance reasonably satisfactory to the Collateral Agent, pursuant to which such issuer agrees to comply with the Collateral Agent’s instructions with respect to such uncertificated Security without further consent by such Grantor. With respect to any Letter of Credit Rights included in the Collateral (other than any Letter of Credit Rights constituting a supporting obligation for a receivable in which the Collateral Agent has a valid and perfected security interest), Grantor shall ensure that Collateral Agent has Control thereof by obtaining the written consent of each issuer of each related letter of credit to the assignment of the proceeds of such letter of credit to the Collateral Agent. (c) The Grantors will not create any Chattel Paper that would constitute Collateral without a legend on such Chattel Paper reasonably acceptable to the Collateral Agent indicating that the Collateral Agent has a secured interest in such Chattel Paper. (d) Debtor will cooperate Each Grantor shall, upon such Grantor’s acquiring, or otherwise becoming entitled to the benefits of, any Copyright Collateral, Patent Collateral, Trademark Collateral (or associated goodwill) or other Intellectual Property or upon or prior to such Grantor’s filing, either directly or through any agent, licensee or other designee, of any application with Secured Party any governmental authority for any Copyright Collateral, Patent Collateral, Trademark Collateral, or other Intellectual Property, in obtaining control each case after the date hereof, execute and deliver such contracts, agreements and other instruments as the Collateral Agent may reasonably request, subject to any other applicable provision of this Pledge Agreement, to evidence, validate, perfect and establish the priority of the security interest granted by this Pledge Agreement except with respect to Collateral consisting of deposit accounts, investment property, letter-of-credit rights Permitted Liens in such and electronic chattel paperany related Intellectual Property. (e) Debtor will not create The Grantors shall deliver and pledge to the Collateral Agent any chattel paper without placing a legend on and all certificates representing the chattel paper acceptable to Secured Party that indicates that Secured Party has a security interest Pledged Stock, accompanied by undated stock powers duly executed in the chattel paperblank. (f) To Each Grantor shall upon the extent Debtor uses acquisition after the Loan to purchase date hereof by such Grantor of any Stock Collateral, Debtor's repayment promptly either (x) transfer and deliver to the Collateral Agent all such Stock Collateral (together with the certificates representing such Stock Collateral securities duly endorsed in blank or accompanied by undated stock powers duly executed in blank) or (y) take such other action as the Collateral Agent shall deem reasonably necessary or appropriate to perfect, and establish the priority of, the security interest granted by this Pledge Agreement in such Stock Collateral. (g) Each Grantor shall (i) as soon as practicable (and in any event within 15 days) after the date hereof with respect to any Xtrac Laser Equipment within the Additional Xtrac Collateral as of the Loan shall apply on date hereof, and (ii) as soon as practicable (and in any event within 15 days) after the acquisition of any new Xtrac Laser Equipment within the Additional Xtrac Collateral (or any Xtrac Laser Equipment becoming Additional Available Xtrac Collateral), file a "first-in, first-out" basis so UCC-1 Financing Statement for each Xtrac Obligor (in the state or jurisdiction of residence for such Xtrac Obligor) providing notice that the portion Xtrac Laser Equipment remain the property of such Grantor and subject to a lien in favor of the Loan used to purchase a particular item of Collateral shall be paid in the chronological order the Debtor purchased the CollateralAgent hereunder.

Perfection of Security Interests. (a) Debtor Guarantor shall, from time to time, execute such financing statements as Secured Party may reasonably require in order to perfect the Security Interest. If any Collateral consists of a motor vehicle or other personal property with a certificate of title, Debtor shall execute such documents as may be required to have the Security Interest properly noted on a certificate of title. Debtor Guarantor shall execute, deliver or endorse any and all instruments, documents, chattel paper, assignments, security agreements and other agreements and writings which that Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and Secured party's Party’s rights under this Security Agreement. (b) To the extent permitted by law, Debtor Guarantor hereby authorizes Secured Party to file one or more financing statements (each a "“Financing Statement"”) describing the Collateral or any agricultural liens or other statutory liens held by Secured PartyParty including (i) Financing Statements where the collateral is described with greater or lesser detail than as set forth in this Security Agreement (ii) Financing Statements in which the scope of the Collateral is expanded or reduced from the scope set forth herein and (iii) Financing Statements covering “all assets” of Guarantor. (c) Debtor Guarantor shall have possession of the Collateral, except where expressly otherwise provided in this Security AgreementAgreement or where Secured Party chooses to perfect its Security Interest by possession, in addition to the filing of a Financing Statement. Where collateral Collateral is in the possession of a third party, Debtor Guarantor will join with Secured Party in notifying the third party of Secured Party's security interest the Security Interest and obtaining Guarantor will obtain, at Guarantor’s expense, an acknowledgement acknowledgment from the third party that it is holding the Collateral for the benefit of the Secured partyParty. (d) Debtor Guarantor will cooperate with Secured Party in obtaining control with respect to Collateral consisting of deposit accounts, investment property, letter-of-credit rights and electronic chattel paper. (e) Debtor Guarantor will not create obtain, at Guarantor’s expense, the consent to the Security Interest by the issuer of any chattel paper without placing letter of credit in which Guarantor has a Security Interest. (f) Guarantor will place a legend on the chattel paper acceptable to Secured Party on all chattel paper and instruments included with the Collateral that indicates that Secured Party has a security interest in the chattel paperpaper and instruments. (f) To the extent Debtor uses the Loan to purchase Collateral, Debtor's repayment of the Loan shall apply on a "first-in, first-out" basis so that the portion of the Loan used to purchase a particular item of Collateral shall be paid in the chronological order the Debtor purchased the Collateral.

Perfection of Security Interests. (a) Debtor shall, from time to time, execute such financing statements as Secured Party may reasonably require in order to perfect the Security Interest. If any Collateral consists of a motor vehicle or other personal property with a certificate of title, Debtor shall execute such documents as may be required to have the Security Interest properly noted on a certificate of title. Debtor shall execute, deliver or endorse any and all instruments, documents, chattel paper, assignments, security agreements and other agreements and writings which that Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and Secured party's Party’s rights under this Security Agreement. (b) To the extent permitted by law, Debtor hereby authorizes Secured Party to file one or more financing statements (each a "“Financing Statement"”) describing the Collateral or any agricultural liens or other statutory liens held by Secured PartyParty including (i) Financing Statements where the collateral is described with greater or lesser detail than as set forth in this Security Agreement (ii) Financing Statements in which the scope of the Collateral is expanded or reduced from the scope set forth herein and (iii) Financing Statements covering “all assets” of Debtor. (c) Debtor shall have possession of the Collateral, except where expressly otherwise provided in this Security AgreementAgreement or where Secured Party chooses to perfect its Security Interest by possession, in addition to the filing of a Financing Statement. Where collateral Collateral is in the possession of a third party, Debtor will join with Secured Party in notifying the third party of Secured Party's security interest the Security Interest and obtaining Debtor will obtain, at Debtor’s expense, an acknowledgement acknowledgment from the third party that it is holding the Collateral for the benefit of the Secured partyParty. (d) Debtor will cooperate with Secured Party in obtaining control with respect to Collateral consisting of deposit accounts, investment property, letter-of-credit rights and electronic chattel paper. (e) Debtor will not create obtain, at Debtor’s expense, the consent to the Security Interest by the issuer of any chattel paper without placing letter of credit in which Debtor has a Security Interest. (f) Debtor will place a legend on the chattel paper acceptable to Secured Party on all chattel paper and instruments included with the Collateral that indicates that Secured Party has a security interest in the chattel paperpaper and instruments. (f) To the extent Debtor uses the Loan to purchase Collateral, Debtor's repayment of the Loan shall apply on a "first-in, first-out" basis so that the portion of the Loan used to purchase a particular item of Collateral shall be paid in the chronological order the Debtor purchased the Collateral.

Perfection of Security Interests. (a) Debtor shall, from time to time, execute such financing statements as Secured Party may reasonably require in order file whatever financing and continuation statements, amendments, and other documents, and may take whatever additional actions, it deems to be necessary and proper to perfect and continue the Security Interest. If any Collateral consists of a motor vehicle or other personal property with a certificate of title, Debtor shall execute such documents as may be required to have the Security Interest properly noted on a certificate of title. Debtor shall execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and Secured party's rights under this Agreement. (b) To the extent permitted by law, Debtor hereby authorizes Secured Party to file one or more financing statements (each a "Financing Statement") describing the Collateral or any agricultural liens or other statutory liens held by Secured Party. (c) Debtor shall have possession of the Collateral, except where expressly otherwise provided in this Security Agreement. Where collateral is in the possession of a third party, Debtor will join with Secured Party in notifying the third party perfection of Secured Party's security interest interests in the Collateral. To the extent that Secured Party may have previously filed financing statements affecting any of the Collateral, Debtor ratifies and obtaining an acknowledgement confirms Secured Party's authority to do so and the contents and binding effectiveness of such financing statements. Secured Party may file a carbon, photographic, facsimile, other reproduction or electronically authenticated or maintained copy of any financing statement or of this Agreement for use as a financing statement. Secured Party may make electronic filings of financing and other statements. All filings under this Section, including, without limitation, electronic filings, will be deemed to be complete and perfected for all purposes when made by Secured Party and may be made by Secured Party without the necessity that Debtor (or Secured Party on Debtor's behalf) sign any such financing statements or other perfection documents. Debtor shall reimburse Secured Party for all expenses incurred with respect to the perfection and continuation of the perfection of its security interests in the Collateral. Without limitation of the generality of the foregoing: (a) to the extent that any of the Collateral is held by a third party (such as consignee or bailee) (i) notice of the security interests created by this Agreement in such Collateral shall be given to each such third party and (ii) Debtor shall, upon the request of Secured Party, obtain and deliver to Secured Party a written and signed acknowledgment from the each such third party that it is holding the Collateral for the benefit of Secured Party; (b) to the Secured party. (d) Debtor will cooperate with Secured Party in obtaining control with respect to extent that any of the Collateral consisting is comprised of deposit accounts, investment property, letter-of-credit rights and electronic chattel paper. (e) , Debtor will not create any ensure that (i) there is only one identifiable authoritative copy of the electronic chattel paper without placing a legend on record, (ii) the authoritative electronic chattel paper acceptable to Secured Party that indicates that record for all electronic chattel paper in which Secured Party has a security interest will identify Secured Party as the first lien-holder, (iii) the authoritative electronic chattel paper record for all electronic chattel paper in which Secured Party has a security interest will be transferred to and maintained by Secured Party or a third party custodian designated by Secured Party and (iv) changes or additions to the electronic chattel paper. paper may not be made without the consent of Secured Party; (fc) To to the extent Debtor uses the Loan to purchase Collateral, Debtor's repayment that any of the Loan shall apply on a "first-inCollateral is comprised of types of Collateral that can be perfected by possession or by either possession or filing, first-out" basis so that the portion of the Loan used to purchase a particular item of all such Collateral shall be paid delivered to Secured Party; and (d) Debtor agrees to execute any further documents, and to take any further actions, reasonably requested by Secured Party to evidence, perfect or protect the security interests granted herein or to effectuate the rights granted to Secured Party herein. Secured Party is also authorized, at Debtor's cost and expense, to obtain all post-filing searches from all jurisdictions that Secured Party deems advisable to confirm the proper priority of all filings made by Secured Party under this Agreement. Debtor appoints Secured Party its true and lawful attorney-in-fact, coupled with an interest, for Debtor and in its name, to execute and sign on Debtor's behalf, and to take all acts on Debtor's behalf, that are required under this Section or that may otherwise be required to perfect, maintain and protect Secured Party's security interests in the chronological order Collateral, including the Debtor purchased the Collateralexecution of financing statements and other documents on Debtor's behalf. Such power of attorney may not be revoked.

Perfection of Security Interests. (a) Debtor shall, from irrevocably authorizes Secured Party at any time to timecomplete, execute such sign or Authenticate in Debtor’s name, and file financing statements describing the Collateral and containing such other information as Secured Party deems appropriate. In addition, at the request of Secured Party, Debtor will execute financing statements in form and number satisfactory to Secured Party and will pay the cost of filing the same in all public offices where filing is deemed by Secured Party to be necessary or desirable. Debtor agrees that a carbon or photostatic copy of this agreement may reasonably require be filed as a financing statement in order any public office. (b) If certificates of title are issued or outstanding with respect to perfect any of the Security Interest. Collateral, Debtor will cause the interest of Secured Party to be properly noted thereon at Debtor’s expense. (c) If Debtor shall at any Collateral consists of a motor vehicle time hold or other personal property with a certificate acquire any Instruments, Promissory Notes, Tangible Chattel Paper, Certificated Securities, or Documents of title, Debtor shall execute notify Secured Party and, upon Secured Party’s request, endorse, assign and deliver the same to Secured Party, accompanied by such documents instruments of transfer or assignment duly executed in blank as may be required to have the Security Interest properly noted on a certificate of title. Debtor shall execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which Secured Party may at any from time reasonably request in order to secure, protect, perfect or enforce the Security Interest and Secured party's rights under this Agreementtime specify. (bd) To the extent permitted by law, Debtor hereby authorizes Secured Party to file one or more financing statements (each a "Financing Statement") describing the Where Collateral or any agricultural liens or other statutory liens held by Secured Party. (c) Debtor shall have possession of the Collateral, except where expressly otherwise provided in this Security Agreement. Where collateral is in the possession of a third party, Debtor will join with Secured Party in notifying the third party of Secured Party's ’s security interest and obtaining an acknowledgement acknowledgment from the third party that it is holding the Collateral for the benefit of the Secured partyParty. (de) Debtor will cooperate with ensure that Secured Party in obtaining obtains control with respect to Collateral consisting of deposit accountsDeposit Accounts, investment propertyInvestment Property, letterLetter-of-credit rights Credit Rights, Electronic Chattel Paper, and electronic chattel paper. (e) Debtor will not create “transferable records” as defined in Section 201 of the federal Electronic Signatures in Global and National Commerce Act or in §16 of the Uniform Electronic Transactions Act as in effect in any chattel paper without placing a legend on the chattel paper acceptable to Secured Party that indicates that Secured Party has a security interest in the chattel paperrelevant jurisdiction. (f) To the extent Debtor uses the Loan agrees to purchase Collateralexecute such other documents, Debtor's repayment of the Loan shall apply on a "first-inmake such other filings, first-out" basis so that the portion of the Loan used and take such further actions as Secured Party requests to purchase a particular item of Collateral shall be paid perfect or protect Secured Party’s security interests and rights in the chronological order the Debtor purchased the Collateral.

Perfection of Security Interests. (a) Debtor shall, from time Grantor hereby authorizes the Secured Party to time, execute such file a financing statement or financing statements as Secured Party may reasonably require (the “Financing Statement”) describing the Collateral in order to perfect the Security Interest. If any Collateral consists of a motor vehicle or other personal property with a certificate of title, Debtor shall execute such documents as may be required to have the Security Interest properly noted on a certificate of title. Debtor shall execute, deliver or endorse any and all instrumentsjurisdictions where, documentsand with any and all governmental authorities with whom, assignments, security agreements and other agreements and writings which the Secured Party may at reasonably deems such filing to be necessary or appropriate including, without limitation, the jurisdiction of the debtor’s location for purposes of the Code, the United States Patent and Trademark Office and the United States Copyright Office. Grantor will reimburse the Secured Party for any time reasonably request and all reasonable costs, charges and expenses (including reasonable fees of counsel) incurred in order connection with such filings. For purposes of this Section 1.2(a), the Financing Statements shall be deemed to secureinclude any amendment, protectmodification, perfect assignment, continuation statement or enforce other similar instrument consistent with the Security Interest and rights granted to the Secured party's rights Party under this Security Agreement and the Purchase Agreement. (b) To the extent permitted by law, Debtor hereby authorizes Secured Party to file one or more financing statements (each a "Financing Statement") describing the Collateral or any agricultural liens or other statutory liens held by Secured Party. (c) Debtor Grantor shall have possession of the Collateral, except where as expressly otherwise provided in this Security AgreementAgreement or where the Secured Party chooses to perfect its security interest by possession in addition to the filing of a Financing Statement. Where collateral Collateral is in the possession of a third party, Debtor Grantor will join with the Secured Party in notifying the third party of the Secured Party's ’s security interest therein and obtaining an acknowledgement from the third party that it is holding the Collateral for the benefit of the Secured partyParty. (dc) Debtor Grantor will cooperate with the Secured Party in obtaining control (including “Control” as contemplated by Section 9312(b) of the Code) with respect to Collateral consisting of deposit accounts, investment property, letter-of-letter of credit rights and electronic chattel paper. (ed) Debtor Grantor will not create any chattel paper without placing a legend on the such chattel paper reasonably acceptable to the Secured Party indicating that indicates that the Secured Party has a secured interest in such Chattel Paper. (e) Grantor shall, upon the Grantor’s acquiring, or otherwise becoming entitled to the benefits of, any Copyright (or copyrightable material), Patent (or patentable invention), Trademark (or associated goodwill) or other Intellectual Property or upon or prior to Grantor’s filing, either directly or through any agent, licensee or other designee, of any application with any governmental authority for any Copyright, Patent, Trademark, or other Intellectual Property, in each case after the date hereof, execute and deliver such contracts, agreements and other instruments as the Secured Party may reasonably request to evidence, validate, perfect and establish the priority of the security interest granted by this Security Agreement in the chattel papersuch and any related Intellectual Property. (f) To Grantor shall deliver and pledge to the extent Debtor uses Secured Party any and all certificates representing the Loan to purchase Pledged Stock, accompanied by undated stock powers duly executed in blank. (g) Grantor shall upon the acquisition after the date hereof by Grantor of any Stock Collateral, Debtor's repayment of promptly either (x) transfer and deliver to the Loan Secured Party all such Stock Collateral (together with the certificates representing such Stock Collateral securities duly endorsed in blank or accompanied by undated stock powers duly executed in blank) or (y) take such other action as the Secured Party shall apply on a "first-indeem reasonably necessary or appropriate to perfect, first-out" basis so that and establish the portion of priority of, the Loan used to purchase a particular item of Collateral shall be paid security interest granted by this Security Agreement in the chronological order the Debtor purchased the such Stock Collateral.

Perfection of Security Interests. (a) Debtor shall, from time to time, execute such financing statements as Secured Party may reasonably require in order to perfect the Security Interest. If any Collateral consists of a motor vehicle or other personal property with a certificate of title, Debtor shall execute such documents as may be required to have the Security Interest properly noted on a certificate of title. Debtor shall execute, deliver or endorse any and all instruments, documents, assignments, security agreements and other agreements and writings which Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce the Security Interest and Secured party's rights under this Agreement. (b) To the extent permitted by law, Debtor Grantor hereby authorizes the Secured Party to file one a financing statement or more financing statements (each a the "Financing Statement") describing the Collateral in any and all jurisdictions where, and with any and all governmental authorities with whom, the Secured Party reasonably deems such filing to be necessary or appropriate including, without limitation, the jurisdiction of the debtor's location for purposes of the Code, the United States Patent and Trademark Office and the United States Copyright Office. Grantor will reimburse the Secured Party for any agricultural liens and all reasonable costs, charges and expenses (including reasonable fees of counsel) incurred in connection with such filings. For purposes of this Section 1.2(a), the Financing Statements shall be deemed to include any amendment, modification, assignment, continuation statement or other statutory liens held by similar instrument consistent with the rights granted to the Secured PartyParty under this Security Agreement and the Purchase Agreement. (cb) Debtor Grantor shall have possession of the Collateral, except where as expressly otherwise provided in this Security AgreementAgreement or where the Secured Party chooses to perfect its security interest by possession in addition to the filing of a Financing Statement. Where collateral Collateral is in the possession of a third party, Debtor Grantor will join with the Secured Party in notifying the third party of the Secured Party's security interest therein and obtaining an acknowledgement from the third party that it is holding the Collateral for the benefit of the Secured partyParty. (dc) Debtor Grantor will cooperate with the Secured Party in obtaining control (including "Control" as contemplated by Section 9-312(b) of the Code) with respect to Collateral consisting of deposit accounts, investment property, letter-of-letter of credit rights and electronic chattel paper. (ed) Debtor Grantor will not create any chattel paper without placing a legend on the such chattel paper reasonably acceptable to the Secured Party indicating that indicates that the Secured Party has a secured interest in such Chattel Paper. (e) Grantor shall, upon the Grantor's acquiring, or otherwise becoming entitled to the benefits of, any Copyright (or copyrightable material), Patent (or patentable invention), Trademark (or associated goodwill) or other Intellectual Property or upon or prior to Grantor's filing, either directly or through any agent, licensee or other designee, of any application with any governmental authority for any Copyright, Patent, Trademark, or other Intellectual Property, in each case after the date hereof, execute and deliver such contracts, agreements and other instruments as the Secured Party may reasonably request to evidence, validate, perfect and establish the priority of the security interest granted by this Security Agreement in the chattel papersuch and any related Intellectual Property. (f) To Grantor shall deliver and pledge to the extent Debtor uses Secured Party any and all certificates representing the Loan to purchase Pledged Stock, accompanied by undated stock powers duly executed in blank. (g) Grantor shall upon the acquisition after the date hereof by Grantor of any Stock Collateral, Debtor's repayment of promptly either (x) transfer and deliver to the Loan Secured Party all such Stock Collateral (together with the certificates representing such Stock Collateral securities duly endorsed in blank or accompanied by undated stock powers duly executed in blank) or (y) take such other action as the Secured Party shall apply on a "first-indeem reasonably necessary or appropriate to perfect, first-out" basis so that and establish the portion of priority of, the Loan used to purchase a particular item of Collateral shall be paid security interest granted by this Security Agreement in the chronological order the Debtor purchased the such Stock Collateral.

Perfection of Security Interests. (a) Debtor shall, from time The Grantor hereby authorizes the Collateral Agent to time, execute such file a financing statement or financing statements as Secured Party may reasonably require (collectively, the “Financing Statements”) describing the Collateral in order to perfect the Security Interest. If any Collateral consists of a motor vehicle or other personal property with a certificate of title, Debtor shall execute such documents as may be required to have the Security Interest properly noted on a certificate of title. Debtor shall execute, deliver or endorse any and all instrumentsjurisdictions where, documentsand with any and all governmental authorities with whom, assignmentsthe Collateral Agent reasonably deems such filing to be necessary or appropriate including, security agreements without limitation, the jurisdiction of the debtor’s location for purposes of the Code, the United States Patent and Trademark Office and the United States Copyright Office. The Grantor will reimburse the Collateral Agent for any and all costs, charges and expenses (including fees of counsel) incurred in connection with such filings. For purposes of this Section 2.2(a), the Financing Statements shall be deemed to include any amendment, modification, assignment, continuation statement or other agreements and writings which similar instrument consistent with the rights granted to the Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce under the Security Interest and Secured party's rights under this AgreementTransaction Documents. (b) To the extent permitted by law, Debtor hereby authorizes Secured Party to file one or more financing statements (each a "Financing Statement") describing the Collateral or any agricultural liens or other statutory liens held by Secured Party. (c) Debtor The Grantor shall have possession of the Collateral, except where as expressly otherwise provided in this Security AgreementPledge Agreement or where the Collateral Agent chooses to perfect its security interest by possession in addition to the filing of a Financing Statement. Where collateral Collateral is in the possession of a third party, Debtor the Grantor will join with Secured Party the Collateral Agent in notifying the third party of Secured Party's the Collateral Agent’s security interest and obtaining therein and, upon the request of the Collateral Agent, use its commercially reasonable efforts to obtain an acknowledgement from the third party that it is holding the Collateral for the benefit of the Secured partyParty. (dc) Debtor will The Grantor shall cooperate with Secured Party the Collateral Agent in obtaining control (including “Control” as contemplated by Section 9-312(b) of the Code) with respect to Collateral consisting of deposit accounts, investment property, letterDeposit Accounts and Letter-of-credit rights and electronic chattel paperCredit Rights. (d) The Grantor will not create any Chattel Paper that would constitute Collateral without a legend on such Chattel Paper reasonably acceptable to the Collateral Agent indicating that the Collateral Agent has a secured interest in such Chattel Paper. (e) Debtor will not create The Grantor shall, upon the Grantor’s acquiring, or otherwise becoming entitled to the benefits of, any chattel paper without placing a legend on Copyright Collateral, Patent Collateral, Trademark Collateral (or associated goodwill) or other Intellectual Property or upon or prior to the chattel paper acceptable Grantor’s filing, either directly or through any agent, licensee or other designee, of any application with any governmental authority for any Copyright Collateral, Patent Collateral, Trademark Collateral, or other Intellectual Property, in each case after the date hereof, execute and deliver such contracts, agreements and other instruments as the Collateral Agent may reasonably request, subject to Secured Party that indicates that Secured Party has a any other applicable provision of this Pledge Agreement, to evidence, validate, perfect and establish the priority of the security interest granted by this Pledge Agreement except with respect to Permitted Liens in the chattel papersuch and any related Intellectual Property. (f) To The Grantor shall deliver and pledge to the extent Debtor uses Collateral Agent any and all certificates representing the Loan to purchase Pledged Stock, accompanied by undated stock powers duly executed in blank. (g) The Grantor shall upon the acquisition after the date hereof by the Grantor of any Stock Collateral, Debtor's repayment of promptly either (x) transfer and deliver to the Loan Collateral Agent all such Stock Collateral (together with the certificates representing such Stock Collateral securities duly endorsed in blank or accompanied by undated stock powers duly executed in blank) or (y) take such other action as the Collateral Agent shall apply on a "first-indeem reasonably necessary or appropriate to perfect, first-out" basis so that and establish the portion of priority of, the Loan used to purchase a particular item of Collateral shall be paid security interest granted by this Pledge Agreement in the chronological order the Debtor purchased the such Stock Collateral.

Perfection of Security Interests. (a) Debtor shall, from time Grantor hereby authorizes the Collateral Agent to time, execute such file a financing statement or financing statements as Secured Party may reasonably require in order to perfect the Security Interest. If any Collateral consists of a motor vehicle or such other contracts, agreements or other personal property with a certificate of titleinstruments (collectively, Debtor shall execute such documents as may be required to have the Security Interest properly noted on a certificate of title. Debtor shall execute, deliver or endorse “Financing Statements”) describing the Collateral in any and all instrumentsjurisdictions where, documentsand with any and all Governmental Entities with whom, assignmentsthe Collateral Agent reasonably deems such filing to be necessary or appropriate including, security agreements without limitation, the jurisdiction of the debtor’s location for purposes of the Code, the United States Patent and Trademark Office and the United States Copyright Office. Grantor will reimburse the Collateral Agent for any and all reasonable and documented costs, charges and expenses (including fees of counsel) incurred in connection with such filings. For purposes of this Section 1.2(a), the Financing Statements shall be deemed to include any amendment, modification, assignment, continuation statement or other agreements and writings which similar instrument consistent with the rights granted to the Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce Parties under the Security Interest and Secured party's rights under this AgreementOffering Documents. (b) To the extent permitted by law, Debtor hereby authorizes Secured Party to file one or more financing statements (each a "Financing Statement") describing the Collateral or any agricultural liens or other statutory liens held by Secured Party. (c) Debtor Grantor shall have possession of the Collateral, except where as expressly otherwise provided in this Security AgreementAgreement or where the Collateral Agent chooses to perfect its security interest by possession in addition to the filing of a Financing Statement. Where collateral Collateral is in the possession of a third party, Debtor Grantor will join with Secured Party the Collateral Agent in notifying the third party of Secured Party's the Collateral Agent’s security interest therein and obtaining an acknowledgement from the third party (in form and substance reasonably acceptable to the Collateral Agent) that it is holding the Collateral for the benefit of the Secured partyParties. (dc) Debtor Grantor will cooperate with Secured Party the Collateral Agent in obtaining control (including “Control” as contemplated by Section 9-312(b) of the Code) with respect to Collateral consisting of deposit accounts, investment property, letterDeposit Accounts and Letter-of-credit rights Credit Rights, and electronic chattel papershall obtain and deliver to the Collateral Agent fully-executed and delivered control agreements with respect to each such Deposit Account, which control agreements shall be in form and substance reasonably acceptable to the Collateral Agent. (d) Grantor will not create any Chattel Paper without a legend on such Chattel Paper reasonably acceptable to the Collateral Agent indicating that the Collateral Agent has a secured interest in such Chattel Paper. (e) Debtor will not create Grantor shall, upon the Grantor’s acquiring, or otherwise becoming entitled to the benefits of, any chattel paper without placing a legend on Copyright, Patent, Trademark (or associated goodwill) or other Intellectual Property or upon or prior to Grantor’s filing, either directly or through any agent, licensee or other designee, of any application with any Governmental Entity for any Copyright, Patent, Trademark, or other Intellectual Property, in each case after the chattel paper acceptable date hereof, give notice of such acquisition of Intellectual Property to Secured Party that indicates that Secured Party has a the Collateral Agent and execute and deliver such contracts, agreements and other instruments as the Collateral Agent may reasonably request, subject to any other applicable provision of this Security Agreement, to evidence, validate, perfect and establish the priority of the security interest granted by this Security Agreement except with respect to Permitted Liens in such and any related Intellectual Property. The Grantor hereby authorizes the chattel paperCollateral Agent to file or cause to be filed a copy of this Security Agreement with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, or such other instrument, agreement or document as the Collateral Agent determines is reasonably in order to protect, preserve, perfect and enforce the security interests granted hereunder. (f) To Grantor shall deliver and pledge to the extent Debtor uses Collateral Agent any and all certificates representing the Loan to purchase Pledged Stock, accompanied by undated stock powers duly executed in blank. (g) Grantor shall upon the acquisition after the date hereof by Grantor of any Stock Collateral, Debtor's repayment of promptly either (x) transfer and deliver to the Loan Collateral Agent all such Stock Collateral (together with the certificates representing such Stock Collateral securities duly endorsed in blank or accompanied by undated stock powers duly executed in blank) or (y) take such other action as the Collateral Agent shall apply on a "first-indeem reasonably necessary or appropriate to perfect, first-out" basis so that and establish the portion of priority of, the Loan used to purchase a particular item of Collateral shall be paid security interest granted by this Security Agreement in the chronological order the Debtor purchased the such Stock Collateral.

Perfection of Security Interests. (a) Debtor shall, from time Each Grantor hereby authorizes the Collateral Agent to time, execute such file a financing statement or financing statements as Secured Party may reasonably require (the “Financing Statement”) describing the Collateral in order to perfect the Security Interest. If any Collateral consists of a motor vehicle or other personal property with a certificate of title, Debtor shall execute such documents as may be required to have the Security Interest properly noted on a certificate of title. Debtor shall execute, deliver or endorse any and all instrumentsjurisdictions where, documentsand with any and all governmental authorities with whom, assignmentsthe Collateral Agent reasonably deems such filing to be necessary or appropriate including, security agreements without limitation, the jurisdiction of the debtor’s location for purposes of the Code, the United States Patent and Trademark Office and the United States Copyright Office. Each Grantor will reimburse the Collateral Agent for any and all costs, charges and expenses (including fees of counsel) incurred in connection with such filings. For purposes of this Section 1.2(a), the Financing Statements shall be deemed to include any amendment, modification, assignment, continuation statement or other agreements and writings which similar instrument consistent with the rights granted to the Secured Party may at any time reasonably request in order to secure, protect, perfect or enforce under the Security Interest and Secured party's rights under this AgreementPostpetition Loan Documents. (b) To the extent permitted by law, Debtor hereby authorizes Secured Party to file one or more financing statements (each a "Financing Statement") describing the Collateral or any agricultural liens or other statutory liens held by Secured Party. (c) Debtor Each Grantor shall have possession of the Collateral, except where as expressly otherwise provided in this Security AgreementAgreement or where the Collateral Agent chooses to perfect its security interest by possession in addition to the filing of a Financing Statement. Where collateral Collateral is in the possession of a third party, Debtor each Grantor will join with Secured Party the Collateral Agent in notifying the third party of Secured Party's the Collateral Agent’s security interest therein and obtaining an acknowledgement from the third party that it is holding the Collateral for the benefit of the Secured partyParty. (dc) Debtor Each Grantor will cooperate with Secured Party the Collateral Agent in obtaining control (including “Control” as contemplated by Section 9-312(b) of the Code) with respect to Collateral consisting of deposit accounts, investment property, letterDeposit Accounts and Letter-of-credit rights and electronic chattel paperCredit Rights. (d) Each Grantor will not create any Chattel Paper without a legend on such Chattel Paper reasonably acceptable to the Collateral Agent indicating that the Collateral Agent has a secured interest in such Chattel Paper. (e) Debtor will not create Each Grantor shall, upon acquiring, or otherwise becoming entitled to the benefits of, any chattel paper without placing a legend on Copyright, Patent, Trademark (or associated goodwill) or other Intellectual Property or upon or prior to filing, either directly or through any agent, licensee or other designee, of any application with any governmental authority for any Copyright, Patent, Trademark, or other Intellectual Property, in each case after the chattel paper acceptable date hereof, execute and deliver such contracts, agreements and other instruments as the Collateral Agent may reasonably request, subject to Secured Party that indicates that Secured Party has a any other applicable provision of this Security Agreement, to evidence, validate, perfect and establish the priority of the security interest granted by this Security Agreement except with respect to Permitted Liens in the chattel papersuch and any related Intellectual Property. (f) To Each Grantor shall deliver and pledge to the extent Debtor uses Collateral Agent any and all certificates representing the Loan to purchase Pledged Stock, accompanied by undated stock powers duly executed in blank. (g) Each Grantor shall upon the acquisition after the date hereof by such Grantor of any Stock Collateral, Debtor's repayment of promptly either (x) transfer and deliver to the Loan Collateral Agent all such Stock Collateral (together with the certificates representing such Stock Collateral securities duly endorsed in blank or accompanied by undated stock powers duly executed in blank) or (y) take such other action as the Collateral Agent shall apply on a "first-indeem reasonably necessary or appropriate to perfect, first-out" basis so that and establish the portion of priority of, the Loan used to purchase a particular item of Collateral shall be paid security interest granted by this Security Agreement in the chronological order the Debtor purchased the such Stock Collateral.