Common use of PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN Clause in Contracts

PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN. Borrower shall, at Agent’s request, at any time and from time to time, authenticate, execute and deliver to Agent such financing statements (including, without limitation, one or more financing statements indicating that such financing statements cover all assets or all personal property (or words of similar effect) of Borrower and regardless of whether any particular asset described in such financing statements falls within the scope of the Uniform Commercial Code or the granting clause of this Agreement), documents and other agreements and instruments (and pay the cost of filing or recording the same in all public offices deemed necessary or desirable by Agent) and do such other acts and things or cause third parties to do such other acts and things as Agent may deem necessary or desirable in its sole discretion determined in good faith in order to establish and maintain a valid, attached and perfected security interest in the Collateral in favor of Agent (free and clear of all other liens, claims, encumbrances and rights of third parties whatsoever, whether voluntarily or involuntarily created, except Permitted Liens) to secure payment of the Liabilities, and in order to facilitate the collection of the Collateral. Borrower irrevocably hereby makes, constitutes and appoints Agent (and all Persons designated by Agent for that purpose) as Borrower’s true and lawful attorney and agent-in-fact to execute and file such financing statements, documents and other agreements and instruments and do such other acts and things as may be necessary to preserve and perfect Agent’s security interest in the Collateral. Borrower hereby authorizes the filing of any financing statements or continuation statements, and amendments to financing statements, in any jurisdictions and with any filing offices as the Agent may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Agent in connection herewith. Such financing statements may describe the collateral in the same manner as described in this Agreement or may contain an indication or description of collateral that describes such property in any other manner as the Agent may determine, in its sole discretion, is necessary or prudent to ensure the perfection of the security interest in the collateral granted to the Agent in connection herewith, including, without limitation, describing such property as “all assets whether now owned or hereafter acquired” or “all personal property whether now owned or hereafter acquired”. Borrower further ratifies and confirms the prior filing by Agent of any and all financing statements which identify the Borrower as debtor, Agent as secured party and any or all Collateral as collateral.

PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN. Borrower shall, at Agent’s reasonable request, at any time and from time to time, authenticate, execute and deliver to Agent within ten (10) days of such request, such financing statements (including, without limitation, one or more financing statements indicating that such financing statements cover all assets or all personal property (or words of similar effect) of Borrower and regardless of whether any particular asset described in such financing statements falls within the scope of the Uniform Commercial Code or the granting clause of this Agreement)statements, documents and other agreements and instruments (and pay the cost of filing or recording the same in all public offices deemed reasonably necessary or desirable by Agent) and do such other acts and things or cause third parties to do such other acts and things as Agent may deem necessary or desirable in its sole discretion determined in good faith in order to establish and maintain a valid, attached and perfected security interest in the Collateral in favor of Agent for the benefit of Lenders (free and clear of all other liens, claims, encumbrances claims and rights of third parties whatsoever, whether voluntarily or involuntarily created, except Permitted LiensEncumbrances) to secure payment of the LiabilitiesObligations, and in order to facilitate the collection of the Collateral. Borrower irrevocably hereby makes, constitutes and appoints Agent (and all Persons designated by Agent for that purpose) as Borrower’s true and lawful attorney and agent-in-fact to execute and file such financing statements, documents and other agreements and instruments and do such other acts and things as may be necessary to preserve and perfect Agent’s security interest in the Collateral. Borrower further agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement shall be sufficient as a financing statement. Borrower hereby authorizes the filing of any Agent to prepare and file such financing statements or continuation statements, amendments thereof (including financing statements and amendments to financing statements, in any jurisdictions and with any filing offices as thereof describing the Agent may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Agent in connection herewith. Such financing statements may describe the collateral in the same manner as described in this Agreement or may contain an indication or description of collateral that describes such property in any other manner as the Agent may determine, in its sole discretion, is necessary or prudent to ensure the perfection of the security interest in the collateral granted to the Agent in connection herewith, including, without limitation, describing such property Collateral as “all assets whether now owned or hereafter acquiredassets” or “all personal property whether now owned property” or hereafter acquired”words to that effect) as Agent may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC or the Uniform Commercial Code of any applicable jurisdiction, all without Borrower’s signature. Borrower further ratifies acknowledges and confirms agrees that the prior Collateral is intended to encompass all assets and property of Borrower and if at any time Borrower acquires any interest in any assets or property a security interest in which cannot be perfected by the filing of a financing statement in the appropriate jurisdiction or any assets or property a security interest in which can be perfected by the filing of a financing statement in the appropriate jurisdiction but that are not covered by the security interest grant set forth above, such as commercial tort claims, then Borrower will promptly notify Agent of any the same and, if requested by Agent, cause such assets or property to become part of the Collateral and all financing statements which identify take such reasonable steps as Agent may require in accordance with the Borrower as debtor, Agent as secured party and any or all Collateral as collateralfirst sentence of this Section 2.7.

PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN. Borrower shall, at Agent’s request, irrevocably authorizes Lender at any time time, and from time to time, authenticateto file in any jurisdiction any initial financing statements and amendments thereto that contain any information required by Section 5 of Article 9 of the UCC of the jurisdiction wherein such financing statement or amendment is filed regarding the sufficiency or filing office acceptance of any financing statement or amendment, including whether Borrower is an organization, the type of organization and any organization identification number issued to Borrower. ▇▇▇▇▇▇▇▇ agrees to furnish any such information to Lender promptly upon its request. Without limiting the generality of the foregoing, to perfect and keep, as a first priority perfected security interest (subject only to Liens permitted pursuant to Section 5.02(a)), the security interest and Liens in the Collateral granted by Borrower to Lender to secure the payment and performance of all of the Obligations, and to otherwise protect and preserve the Collateral and ▇▇▇▇▇▇’s security interest and Liens therein or to enforce ▇▇▇▇▇▇’s security interests and Liens in the Collateral, Borrower (a) shall execute and deliver to Agent such financing statements (includingLender, without limitation, one or more financing statements indicating that such financing statements cover all assets or all personal property (or words of similar effect) of Borrower and regardless of whether any particular asset described in such financing statements falls within concurrently with the scope of the Uniform Commercial Code or the granting clause execution of this Agreement), and at any time or times hereafter, at the request of Lender, all instruments or other documents and other agreements and instruments (and pay the cost of filing or recording the same in all public offices deemed necessary or desirable by Agent▇▇▇▇▇▇) and do such other acts as Lender may reasonably request, in form and things or cause third parties substance reasonably satisfactory to do such other acts and things as Agent may deem necessary or desirable in its sole discretion determined in good faith in order to establish and maintain a valid, attached and perfected security interest in the Collateral in favor of Agent (free and clear of all other liens, claims, encumbrances and rights of third parties whatsoever, whether voluntarily or involuntarily created, except Permitted Liens) to secure payment of the LiabilitiesLender, and in order (b) irrevocably authorizes Lender at any time, and from time to facilitate the collection of the Collateral. Borrower irrevocably hereby makestime, constitutes and appoints Agent to file (and all Persons designated by Agent for that purpose) as Borrower’s true and lawful attorney and agent-in-fact to execute and file such financing statements, documents and other agreements and instruments and do such other acts and things as may be if necessary to preserve and perfect Agent’s security interest execute) in the Collateral. Borrower hereby authorizes the filing of any jurisdiction any financing statements or continuation statements, and amendments any amendment to any financing statements, in any jurisdictions and with any filing offices as the Agent may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Agent in connection herewith. Such financing statements may describe the collateral in the same manner as described in this Agreement or may contain an indication or description of collateral that describes such property in any other manner as the Agent may determine, in its sole discretion, is necessary or prudent to ensure the perfection of the security interest in the collateral granted to the Agent in connection herewith, including, without limitation, describing such property as “all assets whether now owned or hereafter acquired” or “all personal property whether now owned or hereafter acquired”statement. Borrower further ratifies and confirms the prior filing by Agent of affirms its authorization for any and all financing statements which identify and/or amendments thereto filed by Lender in any jurisdiction on or prior to the Borrower as debtor, Agent as secured party and any or all Collateral as collateraldate of this Agreement.

PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN. Borrower Each Credit Party shall, at AgentLender’s reasonable request, at any time and from time to time, authenticate, execute and deliver to Agent Lender within ten (10) days of such request, such financing statements (including, without limitation, one or more financing statements indicating that such financing statements cover all assets or all personal property (or words of similar effect) of Borrower and regardless of whether any particular asset described in such financing statements falls within the scope of the Uniform Commercial Code or the granting clause of this Agreement)statements, documents and other agreements and instruments (and pay the cost of filing or recording the same in all public offices deemed reasonably necessary or desirable by AgentLender) and do such other acts and things or cause third parties to do such other acts and things as Agent Lender may deem necessary or desirable in its sole discretion determined in good faith in order to establish and maintain a valid, attached and perfected security interest in the Collateral in favor of Agent Lender (free and clear of all other liens, claims, encumbrances claims and rights of third parties whatsoever, whether voluntarily or involuntarily created, except Permitted LiensEncumbrances) to secure payment of the LiabilitiesObligations, and in order to facilitate the collection of the Collateral. Borrower Each Credit Party irrevocably hereby makes, constitutes and appoints Agent Lender (and all Persons designated by Agent Lender for that purpose) as Borrowersuch Credit Party’s true and lawful attorney and agent-in-fact to execute and file such financing statements, documents and other agreements and instruments and do such other acts and things as may be necessary to preserve and perfect AgentLender’s security interest in the Collateral. Borrower Each Credit Party further agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement shall be sufficient as a financing statement. Each Credit Party hereby authorizes the filing of any Lender to prepare and file such financing statements or continuation statements, amendments thereof (including financing statements and amendments to financing statements, in any jurisdictions and with any filing offices as thereof describing the Agent may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Agent in connection herewith. Such financing statements may describe the collateral in the same manner as described in this Agreement or may contain an indication or description of collateral that describes such property in any other manner as the Agent may determine, in its sole discretion, is necessary or prudent to ensure the perfection of the security interest in the collateral granted to the Agent in connection herewith, including, without limitation, describing such property Collateral as “all assets whether now owned or hereafter acquiredassets” or “all personal property whether now owned property” or hereafter acquired”. Borrower further ratifies words to that effect) as Lender may from time to time deem necessary or appropriate in order to perfect and confirms maintain the prior filing by Agent security interests granted hereunder in accordance with the UCC or the Uniform Commercial Code of any applicable jurisdiction. Each Credit Party acknowledges and agrees that the Collateral is intended to encompass all assets and property of such Credit Party and if at any time such Credit Party acquires any interest in any assets or property a security interest in which cannot be perfected by the filing of a financing statements statement in the appropriate jurisdiction or any assets or property a security interest in which identify can be perfected by the Borrower filing of a financing statement in the appropriate jurisdiction but that are not covered by the security interest grant set forth above (e.g., commercial tort claims, it being certified by such Credit Party that it has no interest in any commercial tort claims as debtorof the Closing Date), Agent then such Credit Party will promptly notify Lender of the same and, if requested by Lender, cause such assets or property to become part of the Collateral and take such reasonable steps as secured party and any or all Collateral as collateralLender may require in accordance with the first sentence of this Section 2.7.

PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN. Borrower shall, at Agent’s request, irrevocably authorizes Lender at any time time, and from time to time, authenticate, execute and deliver to Agent such file in any jurisdiction any initial financing statements and amendments thereto that (including, without limitation, one or more financing statements indicating that such financing statements cover a) indicate the Collateral as all assets or all personal property of Borrower (other than Excluded Property) or words of similar effect) of Borrower and , regardless of whether any particular asset described comprised in such financing statements the Collateral falls within the scope of Article 9 of the Uniform Commercial Code UCC of the jurisdiction wherein such financing statement or amendment is filed, and (b) contain any other information required by Section 5 of Article 9 of the granting clause UCC of the jurisdiction wherein such financing statement or amendment is filed regarding the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether Borrower is an organization, the type of organization and any organization identification number issued to Borrower, 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. Borrower agrees to furnish any such information to Lender promptly upon its request. Without limiting the generality of the foregoing, to perfect and keep, as a first priority perfected security interest (subject only to Permitted Liens), the security interest and Liens in the Collateral granted by Borrower to Lender to secure the payment and performance of all of the Obligations, and to otherwise protect and preserve the Collateral and Lender’s security interest and Liens therein or to enforce Lender’s security interests and Liens in the Collateral, Borrower (x) shall execute and deliver to Lender, concurrently with the execution of this Agreement), and at any time or times hereafter, at the request of Lender, all instruments or other documents and other agreements and instruments (and pay the cost of filing or recording the same in all public offices deemed necessary or desirable by AgentLender) and do such other acts as Lender may reasonably request, in form and things or cause third parties substance reasonably satisfactory to do such other acts and things as Agent may deem necessary or desirable in its sole discretion determined in good faith in order to establish and maintain a valid, attached and perfected security interest in the Collateral in favor of Agent (free and clear of all other liens, claims, encumbrances and rights of third parties whatsoever, whether voluntarily or involuntarily created, except Permitted Liens) to secure payment of the LiabilitiesLender, and in order (y) irrevocably authorizes Lender at any time, and from time to facilitate the collection of the Collateral. Borrower irrevocably hereby makestime, constitutes and appoints Agent to file (and all Persons designated by Agent for that purpose) as Borrower’s true and lawful attorney and agent-in-fact to execute and file such financing statements, documents and other agreements and instruments and do such other acts and things as may be if necessary to preserve and perfect Agent’s security interest execute) in the Collateral. Borrower hereby authorizes the filing of any jurisdiction any financing statements or continuation statements, and amendments any amendment to any financing statements, in any jurisdictions and with any filing offices as the Agent may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Agent in connection herewith. Such financing statements may describe the collateral in the same manner as described in this Agreement or may contain an indication or description of collateral that describes such property in any other manner as the Agent may determine, in its sole discretion, is necessary or prudent to ensure the perfection of the security interest in the collateral granted to the Agent in connection herewith, including, without limitation, describing such property as “all assets whether now owned or hereafter acquired” or “all personal property whether now owned or hereafter acquired”statement. Borrower further ratifies and confirms the prior filing by Agent of affirms its authorization for any and all financing statements which identify and/or amendments thereto filed by Lender in any jurisdiction on or prior to the Borrower as debtor, Agent as secured party and any or all Collateral as collateraldate of this Agreement.

PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN. Borrower shall, at Agent’s request, Each Obligor hereby irrevocably authorizes Bank at any time time, and from time to time, authenticate, execute and deliver to Agent such file in any jurisdiction any initial financing statements and amendments thereto that (including, without limitation, one or more financing statements indicating that such financing statements cover a) indicate the Collateral (i) as all assets or all personal property (of such Obligor or words of similar effect) of Borrower and , regardless of whether any particular asset described comprised in such financing statements the Collateral falls within the scope of Article 9 of the Uniform Commercial Code of the jurisdiction wherein such financing statement or amendment is filed, or (ii) as being of an equal or lesser scope or within greater detail, and (b) contain any other information required by Section 5 of Article 9 of the granting clause Uniform Commercial Code of the jurisdiction wherein such financing statement or amendment is filed regarding the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Obligor is an organization, the type of organization and any organization identification number issued to such Obligor, 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 Obligor agrees to furnish any such information to Bank promptly upon its request. Without limiting the generality of the foregoing, to perfect and keep, as a first priority perfected security interest, the security interest and Liens in the Collateral granted by each Obligor to Bank to secure the payment and performance of all of the Liabilities, and to otherwise protect and preserve the Collateral and Bank’s security interest and Liens therein or to enforce Bank’s security interests and Liens in the Collateral, each Obligor (x) shall execute and deliver to Bank, concurrently with the execution of this Agreement), and at any time or times hereafter, at the request of Bank, all instruments or other documents and other agreements and instruments (and pay the cost of filing or recording the same in all public offices deemed necessary or desirable by AgentBank) and do such other acts as Bank may request, in a form and things or cause third parties substance reasonably satisfactory to do such other acts and things as Agent may deem necessary or desirable in its sole discretion determined in good faith in order to establish and maintain a valid, attached and perfected security interest in the Collateral in favor of Agent (free and clear of all other liens, claims, encumbrances and rights of third parties whatsoever, whether voluntarily or involuntarily created, except Permitted Liens) to secure payment of the LiabilitiesBank, and in order (y) irrevocably authorizes Bank at any time, and from time to facilitate the collection of the Collateral. Borrower irrevocably hereby makestime, constitutes and appoints Agent to file (and all Persons designated by Agent for that purpose) as Borrower’s true and lawful attorney and agent-in-fact to execute and file such financing statements, documents and other agreements and instruments and do such other acts and things as may be if necessary to preserve and perfect Agent’s security interest execute) in the Collateral. Borrower hereby authorizes the filing of any jurisdiction any financing statements or continuation statements, and amendments any amendment to any financing statements, in any jurisdictions and with any filing offices as the Agent may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Agent in connection herewithstatement. Such financing statements may describe the collateral in the same manner as described in this Agreement or may contain an indication or description of collateral that describes such property in any other manner as the Agent may determine, in its sole discretion, is necessary or prudent to ensure the perfection of the security interest in the collateral granted to the Agent in connection herewith, including, without limitation, describing such property as “all assets whether now owned or hereafter acquired” or “all personal property whether now owned or hereafter acquired”. Borrower Each Obligor further ratifies and confirms the prior filing by Agent of affirms its authorization for any and all financing statements which identify and/or amendments thereto filed by Bank in any jurisdiction on or prior to the Borrower as debtor, Agent as secured party and any or all Collateral as collateraldate of this Agreement.

PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN. Borrower Any financing statement filed by Lender may be filed in any filing office in any UCC jurisdiction deemed necessary or desirable by Lender and may (i) indicate such Loan Party’s Collateral (1) as all assets of the Loan Party or words of similar effect, or (2) by any other description which reasonably approximates the description contained in this Agreement, and (ii) contain any other information required by part 5 of Article 9 of the UCC of any applicable jurisdiction for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) whether such Loan Party is an organization, the type of organization and any organization identification number issued to such Loan Party, and (B) in the case of a financing statement filed as a fixture filing or indicating such Loan Party’s Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Loan Parties shall, at AgentLender’s request, at any time and from time to time, authenticate, execute and deliver to Agent Lender such financing statements (including, without limitation, one or more financing statements indicating that such financing statements cover all assets or all personal property (or words of similar effect) of Borrower and regardless of whether any particular asset described in such financing statements falls within the scope of the Uniform Commercial Code or the granting clause of this Agreement)statements, documents and other agreements and instruments (and pay the cost of filing or recording the same in all public offices deemed necessary or desirable by AgentLender) and do such other acts and things or cause third parties to do such other acts and things as Agent Lender may deem necessary or desirable in its sole discretion determined in good faith in order to establish and maintain a valid, attached and perfected security interest in the Collateral in favor of Agent Lender (free and clear of all other liens, claims, encumbrances and rights of third parties whatsoever, whether voluntarily or involuntarily created, except Permitted Liens) to secure payment of the LiabilitiesObligations, and in order to facilitate the collection of the Collateral. Borrower Each Loan Party irrevocably hereby makes, constitutes and appoints Agent Lender (and all Persons designated by Agent Lender for that purpose) as Borrowersuch Loan Party’s true and lawful attorney and agent-in-fact to execute and file such financing statements, documents and other agreements and instruments and do such other acts and things as may be necessary to preserve and perfect AgentLender’s security interest in the Collateral. Borrower hereby authorizes the filing of any financing statements or continuation statements, and amendments to financing statements, in any jurisdictions and with any filing offices as the Agent may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Agent in connection herewith. Such financing statements may describe the collateral in the same manner as described in this Agreement or may contain an indication or description of collateral that describes such property in any other manner as the Agent may determine, in its sole discretion, is necessary or prudent to ensure the perfection of the security interest in the collateral granted to the Agent in connection herewith, including, without limitation, describing such property as “all assets whether now owned or hereafter acquired” or “all personal property whether now owned or hereafter acquired”. Borrower Each Loan Party further ratifies and confirms the prior filing by Agent Lender of any and all financing statements which identify the Borrower such Loan Party as debtor, Agent Lender as secured party and any or all Collateral as collateral.

PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN. Borrower (a) the Company shall execute and deliver to Newco, and shall, at Agent’s request, at any time and from time except to time, authenticatethe extent prohibited by the Nationwide Debt Agreement, execute and deliver or cause any Subsidiary of the Company to execute and deliver to Newco at any time or times hereafter at the request of Newco or the Agent such (as defined in Section 4.4 below), all financing statements or other documents, including real estate deeds to secure debt on real estate owned by the Company or its Subsidiaries and Subsidiary security agreements (including, without limitation, one or more financing statements indicating that such financing statements cover all assets or all personal property (or words of similar effectthe "Security Instruments") of Borrower and regardless of whether any particular asset described in such financing statements falls within the scope of the Uniform Commercial Code or the granting clause of this Agreement), documents and other agreements and instruments (and pay the cost of filing or recording the same in all public offices deemed reasonably necessary by Newco), as Newco or the Agent may reasonably request, in forms satisfactory to Newco, and take all further action that Newco or the Agent may request, or which may be reasonably necessary or desirable by Agent) desirable, to perfect and do such other acts and things or cause third parties to do such other acts and things as Agent may deem necessary or desirable in its sole discretion determined in good faith in order to establish and maintain keep perfected a valid, attached and perfected second-priority security interest in the Collateral in favor of Agent (free and clear of all other liensgranted by the Company to Newco, claims, encumbrances and rights of third parties whatsoever, whether voluntarily or involuntarily created, except Permitted Liens) to secure payment of the Liabilities, and in order to facilitate the collection of the Collateral. Borrower irrevocably hereby makes, constitutes and appoints Agent (and all Persons designated by Agent for that purpose) as Borrower’s true and lawful attorney and agent-in-fact to execute and file such financing statements, documents and other agreements and instruments and do such other acts and things as may be necessary to preserve create and perfect Agent’s a second-priority security interest in the Collateral. Borrower hereby authorizes the filing assets of any financing Subsidiaries of the Company provided in Section 4.2 hereof, or otherwise to protect and preserve the Collateral and Newco's security interest therein. Should the Company fail to do so after receipt of five (5) business days' notice in writing, Newco is authorized to sign any such Security Instruments as the Company 's agent. (b) the Company will furnish to Newco from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as Newco may reasonably request, all in reasonable detail. (c) the Company shall notify Newco, within thirty (30) days after the occurrence thereof, of the acquisition of any property by the Company that is not subject to the existing liens and security interests, in favor of Newco, of any person or continuation statementsentity's becoming a Subsidiary, and amendments of any other event or condition that may require additional action of any nature in order to financing statementscreate, in any jurisdictions and with any filing offices as the Agent may determinepreserve, in its sole discretion, are necessary or advisable to perfect the liens and security interest granted interests of Newco. (d) the Company shall, except to the Agent in connection herewith. Such financing statements may describe extent prohibited by the collateral Nationwide Debt Agreement, cause each Subsidiary to cause all tangible Collateral to be maintained and preserved in the same manner condition, repair and working order as described when new, ordinary wear and tear excepted, and in this Agreement or may contain an indication or description of collateral that describes such property in accordance with any other manner as the Agent may determine, in its sole discretion, is necessary or prudent to ensure the perfection of the security interest in the collateral granted to the Agent in connection herewith, including, without limitation, describing such property as “all assets whether now owned or hereafter acquired” or “all personal property whether now owned or hereafter acquired”. Borrower further ratifies and confirms the prior filing by Agent of any and all financing statements which identify the Borrower as debtor, Agent as secured party and any or all Collateral as collateralmanufacturer's manual.

PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN. The Borrower shall, at Agent’s request, at any time and from time to time, authenticate, shall execute and deliver to Agent such financing statements (includingthe Agent, without limitation, one or more financing statements indicating that such financing statements cover all assets or all personal property (or words of similar effect) of Borrower and regardless of whether any particular asset described in such financing statements falls within concurrently with the scope of the Uniform Commercial Code or the granting clause execution of this Agreement), and at any time or times hereafter at the request of the Agent, all financing statements or other documents and other agreements and instruments (and pay the cost of filing or recording the same in all public offices deemed necessary or desirable by the Agent) and do such other acts and things or cause third parties to do such other acts and things as Agent may deem necessary or desirable in its sole discretion determined in good faith in order to establish and maintain a valid, attached and perfected security interest in the Collateral in favor of Agent (free and clear of all other liens, claims, encumbrances and rights of third parties whatsoever, whether voluntarily or involuntarily created, except Permitted Liens) to secure payment of the Liabilities, and in order to facilitate the collection of the Collateral. Borrower irrevocably hereby makes, constitutes and appoints Agent (and all Persons designated by Agent for that purpose) as Borrower’s true and lawful attorney and agent-in-fact to execute and file such financing statements, documents and other agreements and instruments and do such other acts and things as may be necessary to preserve and perfect Agent’s security interest in the Collateral. Borrower hereby authorizes the filing of any financing statements or continuation statements, and amendments to financing statements, in any jurisdictions and with any filing offices as the Agent may determinerequest, in a form satisfactory to the Agent, to perfect and keep perfected the security interests in the Collateral granted by the Borrower to the Agent, for the benefit of the Lenders, herein and in the other Financing Agreements or to otherwise protect and preserve the Collateral and the Agent's security interests therein. Should the Borrower fail to do so, the Agent is authorized to sign any such financing statements as the Borrower's agent. The Borrower further agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. At any time or times on or after the occurrence of any Default (whether or not any such Default is cured or waived), at the request of the Agent the Borrower shall deliver to the Agent certificates of title for Rolling Stock as the Agent, in its sole discretion, are may request, together with documentation necessary or advisable for the Agent to perfect the have its security interest granted and lien recorded or otherwise noted thereon as may be required by any applicable statute governing perfection of security interests and liens in such Collateral (it being agreed that the Agent in its sole discretion may elect not to require delivery of such certificates of title at any time on or after the occurrence of any such Default without impairing the Agent's right to require such delivery at any subsequent time as provided herein, whether or not any such Default is cured or waived). At any time or times hereafter at the request of the Agent, the Borrower shall execute and deliver to the Agent in connection herewith. Such financing statements may describe the collateral in the same manner as described in this Agreement or may contain an indication or description of collateral that describes such property in any other manner instruments and documents as the Agent may determineAgent, in its sole discretion, is necessary or prudent requests in order to ensure protect and preserve the perfection Collateral and perfect and enforce the Agent's security interests therein, for the benefit of the security interest Lenders. The Borrower shall pay all costs of filing or recording such instruments and documents in all public offices deemed necessary by the collateral granted to the Agent in connection herewith, including, without limitation, describing such property as “all assets whether now owned or hereafter acquired” or “all personal property whether now owned or hereafter acquired”. Borrower further ratifies and confirms the prior filing by Agent of any and all financing statements which identify the Borrower as debtor, Agent as secured party and any or all Collateral as collateralAgent.

PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN. Subject to the rights of BHF therein, Borrower shall, at Agent’s Lender's request, at any time and from time to time, authenticate, execute and deliver to Agent Lender such financing statements (including, without limitation, one or more financing statements indicating that such financing statements cover all assets or all personal property (or words of similar effect) of Borrower and regardless of whether any particular asset described in such financing statements falls within the scope of the Uniform Commercial Code or the granting clause of this Agreement)statements, documents and other agreements and instruments (and pay the cost of filing or recording the same in all public offices deemed necessary or desirable by AgentLender) and do such other acts and things or cause third parties to do such other acts and things as Agent Lender may deem necessary or desirable in its sole discretion determined in good faith in order to establish and maintain a valid, attached and perfected security interest in the Collateral in favor of Agent Lender (free and clear of all other liens, claims, encumbrances and rights of third parties whatsoever, whether voluntarily or involuntarily createdLiens, except the Liens in favor of BHF and other Permitted Liens) to secure payment of the LiabilitiesObligations, and in order to facilitate the collection of the Collateral. Subject to the rights of BHF in the Collateral, Borrower irrevocably hereby makes, constitutes and appoints Agent Lender (and all Persons designated by Agent Lender for that purpose) as Borrower’s 's true and lawful attorney and agent-in-fact to execute and file such financing statements, documents and other agreements and instruments and do such other acts and things as may be necessary to preserve and perfect Agent’s Lender's security interest in the Collateral. Borrower hereby authorizes the filing further agrees that a carbon, photographic, photostatic or other reproduction of any financing statements or continuation statements, and amendments to financing statements, in any jurisdictions and with any filing offices as the Agent may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Agent in connection herewith. Such financing statements may describe the collateral in the same manner as described in this Agreement or may contain an indication or description of collateral that describes such property in any other manner a financing statement shall be sufficient as the Agent may determine, in its sole discretion, is necessary or prudent to ensure the perfection of the security interest in the collateral granted to the Agent in connection herewith, including, without limitation, describing such property as “all assets whether now owned or hereafter acquired” or “all personal property whether now owned or hereafter acquired”a financing statement. Borrower further ratifies and confirms the prior filing by Agent Lender of any and all financing statements which identify the Borrower as debtor, Agent Lender as secured party and any or all Collateral as collateral. Notwithstanding the foregoing, if at any time BHF issues to the Borrower an instruction with respect to the Collateral or BHF's rights thereunder, Borrower may, and the Lender hereby authorizes and instructs the Borrower to, follow such instruction of BHF, notwithstanding any conflict that may exist with respect to the Lender's rights in such Collateral, the Borrower's obligations hereunder or the Lender's instructions with respect thereto, and the Borrower's actions in response to such instructions of BHF shall not constitute a Default or Event of Default hereunder, so long as such compliance with BHF's instructions do not constitute a Default or Event of Default under the Revolving Loan Agreement or Replacement Revolving Loan Agreement, as applicable.

PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN. Borrower shall, at Agent’s request, irrevocably authorizes Lender at any time time, and from time to time, authenticateto file in any jurisdiction any initial financing statements and amendments thereto that contain any information required by Section 5 of Article 9 of the UCC of the jurisdiction wherein such financing statement or amendment is filed regarding the sufficiency or filing office acceptance of any financing statement or amendment, including whether Borrower is an organization, the type of organization and any organization identification number issued to Borrower. B▇▇▇▇▇▇▇ agrees to furnish any such information to Lender promptly upon its request. Without limiting the generality of the foregoing, to perfect and keep, as a first priority perfected security interest (subject only to Liens permitted pursuant to Section 5.02(b)), the security interest and Liens in the Collateral granted by Borrower to Lender to secure the payment and performance of all of the Obligations, and to otherwise protect and preserve the Collateral and L▇▇▇▇▇’s security interest and Liens therein or to enforce L▇▇▇▇▇’s security interests and Liens in the Collateral, Borrower (a) shall execute and deliver to Agent such financing statements (includingLender, without limitation, one or more financing statements indicating that such financing statements cover all assets or all personal property (or words of similar effect) of Borrower and regardless of whether any particular asset described in such financing statements falls within concurrently with the scope of the Uniform Commercial Code or the granting clause execution of this Agreement), and at any time or times hereafter, at the request of Lender, all instruments or other documents and other agreements and instruments (and pay the cost of filing or recording the same in all public offices deemed necessary or desirable by AgentL▇▇▇▇▇) and do such other acts as Lender may reasonably request, in form and things or cause third parties substance reasonably satisfactory to do such other acts and things as Agent may deem necessary or desirable in its sole discretion determined in good faith in order to establish and maintain a valid, attached and perfected security interest in the Collateral in favor of Agent (free and clear of all other liens, claims, encumbrances and rights of third parties whatsoever, whether voluntarily or involuntarily created, except Permitted Liens) to secure payment of the LiabilitiesLender, and in order (b) irrevocably authorizes Lender at any time, and from time to facilitate the collection of the Collateral. Borrower irrevocably hereby makestime, constitutes and appoints Agent to file (and all Persons designated by Agent for that purpose) as Borrower’s true and lawful attorney and agent-in-fact to execute and file such financing statements, documents and other agreements and instruments and do such other acts and things as may be if necessary to preserve and perfect Agent’s security interest execute) in the Collateral. Borrower hereby authorizes the filing of any jurisdiction any financing statements or continuation statements, and amendments to financing statements, in any jurisdictions and with any filing offices as the Agent may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Agent in connection herewith. Such financing statements may describe the collateral in the same manner as described in this Agreement or may contain an indication or description of collateral that describes such property in any other manner as the Agent may determine, in its sole discretion, is necessary or prudent to ensure the perfection of the security interest in the collateral granted to the Agent in connection herewith, including, without limitation, describing such property as “all assets whether now owned or hereafter acquired” or “all personal property whether now owned or hereafter acquired”. Borrower further ratifies and confirms the prior filing by Agent of any and all financing statements which identify the Borrower as debtor, Agent as secured party and any or all Collateral as collateralamendment to any financing statement.

PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN. Borrower shall, at Agent’s Lender's request, at any time and from time to time, authenticate, execute and deliver to Agent Lender such financing statements (including, without limitation, one or more financing statements indicating that such financing statements cover all assets or all personal property (or words of similar effect) of Borrower and regardless of whether any particular asset described in such financing statements falls within the scope of the Uniform Commercial Code or the granting clause of this Agreement)statements, documents and other agreements and instruments (and pay the cost of filing or recording the same in all public offices deemed necessary or desirable by AgentLender) and do such other acts and things or cause third parties to do such other acts and things as Agent Lender may deem necessary or desirable in its sole discretion determined in good faith in order to establish and maintain a valid, attached and perfected security interest in the Collateral in favor of Agent Lender (free and clear of all other liens, claims, encumbrances and rights of third parties whatsoever, whether voluntarily or involuntarily created, except Permitted Liens) to secure payment of the Liabilities, and in order to facilitate the collection of the Collateral. Without limiting the generality of the foregoing, Borrower will, promptly and from time to time at the request of Lender: (i) obtain from any bailee holding any item of Collateral an acknowledgement, in form satisfactory to Lender that such bailee holds such collateral for the benefit of the Secured Party; (ii) obtain from any securities intermediary, depository bank, or other party holding any item of Collateral, control agreements in form satisfactory to the Secured Party (iii) and deliver and pledge to Lender, all Instruments and Documents, duly indorsed or accompanied by duly executed instruments of transfer or assignment, with full recourse to Borrower, all in form and substance satisfactory to Lender; and (iv) obtain waivers, in form satisfactory to Lender, of any claim to any Collateral from any landlords or mortgagees or bailees of any property where any Inventory or Equipment is located. Borrower irrevocably hereby makes, constitutes and appoints Agent Lender (and all Persons designated by Agent Lender for that purpose) as Borrower’s 's true and lawful attorney and agent-in-fact to execute fact, and hereby authorizes Lender to, prepare (and, if necessary, execute) and file such financing statements, documents and other agreements and instruments and do such other acts and things as may be necessary to preserve and perfect Agent’s Lender's security interest in the Collateral. Borrower hereby authorizes the filing further agrees that a carbon, photographic, photostatic or other reproduction of any financing statements or continuation statements, and amendments to financing statements, in any jurisdictions and with any filing offices as the Agent may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Agent in connection herewith. Such financing statements may describe the collateral in the same manner as described in this Agreement or may contain an indication or description of collateral that describes such property in any other manner a financing statement shall be sufficient as the Agent may determine, in its sole discretion, is necessary or prudent to ensure the perfection of the security interest in the collateral granted to the Agent in connection herewith, including, without limitation, describing such property as “all assets whether now owned or hereafter acquired” or “all personal property whether now owned or hereafter acquired”a financing statement. Borrower further ratifies and confirms the prior filing by Agent Lender of any and all financing statements which identify the Borrower as debtor, Agent Lender as secured party and any or all Collateral as collateral.

PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN. Borrower shall, at Agent’s request, at any time and from time to time, authenticate, shall execute and deliver to Agent such financing statements (includingAgent, without limitation, one or more financing statements indicating that such financing statements cover all assets or all personal property (or words of similar effect) of Borrower and regardless of whether any particular asset described in such financing statements falls within concurrently with the scope of the Uniform Commercial Code or the granting clause execution of this Agreement), and at any time or times hereafter at the request of Agent, all financing statements, instruments or other documents and other agreements and instruments (and pay the cost of filing or recording the same in all public offices reasonably deemed necessary by Agent), as Agent may request, in a form reasonably satisfactory to Agent, to perfect and keep, as a first priority perfected security interest, the security interest and Liens in the Collateral granted by Borrower to Agent for the benefit of Agent, Lenders and the Issuing Bank to secure the payment and performance of all of the Liabilities, or desirable to otherwise protect and preserve the Collateral and Agent's security interest and Liens therein or to enforce Agent's security interests and Liens in the Collateral, Borrower (i) shall deliver to Agent, at any time and from time to time, at the request of Agent, all financing statements, amendments to financing statements, instruments or other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed necessary by Agent) and do such other acts and things or cause third parties to do such other acts and things as Agent may deem request, in a form and substance reasonably satisfactory to Agent, and (ii) irrevocably authorizes Agent at any time, and from time to time, to file (and if necessary to execute) in any jurisdiction any financing statements and any amendment to any financing statement. Borrower further agrees that a carbon, photographic, photostatic or desirable other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. Borrower hereby irrevocably authorizes Agent at any time, and from time to time, to file in its sole discretion determined in good faith in order to establish any jurisdiction any initial financing statements and maintain a validamendments thereto that (a) indicate the Collateral (i) as all assets of Borrower or words of similar effect, attached and perfected security interest regardless of whether any particular asset comprised in the Collateral in favor falls within the scope of Agent (free and clear of all other liens, claims, encumbrances and rights of third parties whatsoever, whether voluntarily or involuntarily created, except Permitted Liens) to secure payment Article 9 of the LiabilitiesUniform Commercial Code of the jurisdiction wherein such financing statement or amendment is filed, or (ii) as being of an equal or lesser scope or within greater detail, and in order to facilitate the collection (b) contain any other information required by Section 5 of Article 9 of the Collateral. Borrower irrevocably hereby makes, constitutes and appoints Agent (and all Persons designated by Agent for that purpose) as Borrower’s true and lawful attorney and agent-in-fact to execute and file Uniform Commercial Code of the jurisdiction wherein such financing statements, documents and other agreements and instruments and do such other acts and things as may be necessary to preserve and perfect Agent’s security interest in statement or amendment is filed regarding the Collateral. Borrower hereby authorizes the sufficiency or filing office acceptance of any financing statements statement or continuation statementsamendment, including (i) whether Borrower is an organization, the type of organization and any organization identification number issued to Borrower, and amendments to financing statements, in any jurisdictions and with any filing offices as the Agent may determine, in its sole discretion, are necessary or advisable to perfect the security interest granted to the Agent in connection herewith. Such financing statements may describe the collateral (ii) in the same manner case of a financing statement filed as described in this Agreement a fixture filing or may contain an indication indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of collateral that describes real property to which the Collateral relates. Borrower agrees to furnish any such property in any other manner as the information to Agent may determine, in its sole discretion, is necessary or prudent to ensure the perfection of the security interest in the collateral granted to the Agent in connection herewith, including, without limitation, describing such property as “all assets whether now owned or hereafter acquired” or “all personal property whether now owned or hereafter acquired”promptly upon request. Borrower further ratifies and confirms the prior filing affirms its authorization for any financing statements and/or amendments thereto, executed and filed by Agent in any jurisdiction prior to the date of any and all financing statements which identify the Borrower as debtor, Agent as secured party and any or all Collateral as collateralthis Agreement.