Common use of Lien Perfection; Further Assurances Clause in Contracts

Lien Perfection; Further Assurances. Borrower shall execute such UCC-1 financing statements as may be required by the UCC and such other instruments, assignments or documents as are necessary to perfect Lender's lien upon any of the Collateral and shall take such other action as may be required to perfect or to continue the perfection of Lender's lien upon the Collateral. Unless prohibited by applicable law, Borrower hereby irrevocably authorizes Lender to execute and/or file any such financing statements, including, without limitation, financing statements that indicate the Collateral as all assets of Borrower or words of similar effect, on Borrower's behalf. Borrower also hereby ratifies its authorization for Lender to have filed in any jurisdiction any like financing statements or amendments thereto it filed prior to the date hereof. The parties agree that a photographic or other reproduction of this Agreement shall be sufficient as a financing statement and may be filed in any appropriate office in lieu thereof. At Lender's reasonable request, Borrower shall also promptly execute or cause to be executed and shall deliver to Lender any and all documents, instruments and agreements deemed necessary by Lender to give effect to or carry out the terms or intent of the Supplemental Agreements. Borrower shall further take such steps as the Lender may reasonably request for the Lender (a) to obtain an acknowledgement, in form and substance reasonably satisfactory to the Landlord, of any bailee having possession of any of the Collateral that the bailee holds such Collateral for the Landlord, (b) to obtain "control" of any Investment Property, Deposit Accounts, Letter-of-Credit Rights or Electronic Chattel Paper (in accordance with provisions in Rev. ss.ss. 9-104, 9-105, 9-106 and 9-107 relating to what constitutes "coxxxxx" for such items of Collateral), with any agreements establishing control to be in form and substance satisfactory to the Lender, and (c) otherwise to insure the continued perfection and priority of the Lender's security interest in any of the Collateral and of the preservation of its rights therein, whether in anticipation and following the effectiveness of Revised Article 9 of the Uniform Commercial Code in any jurisdiction.

Lien Perfection; Further Assurances. Borrower Subsidiary Borrowers shall execute and/or authorize the filing of such UCC-1 UCC financing statements as may be are required by the UCC and such other instruments, assignments or documents as are necessary to perfect Lender's lien ’s first in priority Lien and security interest upon any of the Collateral and shall take such other action as may be required to perfect or to continue the perfection of Lender's lien ’s Lien and security interest upon the Collateral. Unless prohibited by applicable law, Borrower Borrowers hereby irrevocably authorizes Lender to execute and/or and file or pre-file any such financing statements on Borrower’s behalf. Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as Borrower’s true and lawful attorney and agent-in-fact to execute and file such financing statements, including, without limitation, financing statements that indicate documents and other agreements and instruments and do such other acts and things as may be necessary to preserve and perfect Lender’s security interest in the Collateral as all assets of Borrower or words of similar effect, on Borrower's behalfCollateral. Borrower also hereby ratifies its authorization for Lender to have filed in any jurisdiction any like financing statements or amendments thereto it if filed prior to the date hereof. The parties agree that a photographic or other reproduction of this Agreement shall be sufficient as a financing statement and may be filed in any appropriate office in lieu thereof. At Lender's reasonable ’s request, Borrower shall also promptly execute or cause to be executed and shall deliver to Lender any and all documents, instruments and agreements deemed necessary by Lender to give effect to or carry out the terms or intent of the Supplemental AgreementsLoan Documents. Borrower Subsidiary Borrowers shall execute and deliver such mortgages, deeds of trust, collateral assignment of leasehold interests or such other documents and instruments as are necessary to perfect Lender’s first in priority lien and encumbrance upon the Collateral. Borrowers will promptly execute or cause to be executed and deliver to Lender any and all further agreements, documents and instruments, and take such steps as the any and all further actions which may be required under applicable law, or which Lender may may, from time to time, reasonably request for the Lender (a) to obtain an acknowledgementrequest, in form order to effectuate the transactions contemplated by this Agreement and substance reasonably satisfactory the Loan Documents, and to the Landlordcreate, of any bailee having possession of any perfect and maintain perfection of the Collateral that the bailee holds such Collateral for the Landlord, (b) to obtain "control" of any Investment Property, Deposit Accounts, Letter-of-Credit Rights or Electronic Chattel Paper (in accordance with provisions in Rev. ss.ss. 9-104, 9-105, 9-106 Liens and 9-107 relating to what constitutes "coxxxxx" for such items of Collateral), with any agreements establishing control to be in form and substance satisfactory to the Lender, and (c) otherwise to insure the continued perfection and priority of the Lender's security interest granted by Borrower in any favor of the Collateral and of the preservation of its rights therein, whether in anticipation and following the effectiveness of Revised Article 9 of the Uniform Commercial Code in any jurisdictionLender.

Lien Perfection; Further Assurances. Pursuant to the terms of the Financing Orders, the Lien and security interest of Lender in and to all Collateral described herein or in any other Security Document shall be perfected automatically and without further action by Lender. No filing or registration of any kind shall be required in order to perfect the Liens granted herein or in any other Security Document. Nevertheless, Lender may elect, from an abundance of caution and in order to remove uncertainty, to file or record all such financing statements, mortgages, security agreements, fixture filings or other evidences of perfection as Lender may deem appropriate, and no such filing or recording shall in any manner alter, diminish or otherwise limit the automatic perfection of all Liens granted by the Financing Orders. Promptly after Lender’s request therefor, Borrower shall execute or cause to be executed and deliver to Lender such UCC-1 instruments, assignments, title certificates, financing statements as may be required by the UCC and such or other instruments, assignments or documents as are necessary under the UCC or other Applicable Law (including any motor vehicle certificates of title act) to perfect (or continue the perfection of) Lender's lien ’s Lien upon any of the Collateral Collateral, and shall take such other action as may be required requested by Lender to perfect give effect to or to continue carry out the perfection intent and purposes of Lender's lien upon the Collateralthis Agreement. Unless prohibited by applicable law, Borrower hereby irrevocably authorizes Lender to execute and/or file any such financing statements, including, without limitation, financing statements that indicate statement which may be necessary under the Collateral as all assets of Borrower UCC or words of similar effect, on Borrower's behalf. Borrower also hereby ratifies its authorization for Lender to have filed in any jurisdiction any like financing statements or amendments thereto it filed prior to the date hereofother Applicable Law. The parties agree that a carbon, photographic or other reproduction of this Agreement shall be sufficient as a financing statement and may be filed in any appropriate office in lieu thereof. At Lender's reasonable request, Borrower shall also promptly execute or cause to be executed and shall deliver to Lender any and all documents, instruments and agreements deemed necessary by Lender to give effect to or carry out the terms or intent of the Supplemental Agreements. Borrower shall further take such steps as the Lender may reasonably request for the Lender (a) to obtain an acknowledgement, in form and substance reasonably satisfactory to the Landlord, of any bailee having possession of any of the Collateral that the bailee holds such Collateral for the Landlord, (b) to obtain "control" of any Investment Property, Deposit Accounts, Letter-of-Credit Rights or Electronic Chattel Paper (in accordance with provisions in Rev. ss.ss. 9-104, 9-105, 9-106 and 9-107 relating to what constitutes "coxxxxx" for such items of Collateral), with any agreements establishing control to be in form and substance satisfactory to the Lender, and (c) otherwise to insure the continued perfection and priority of the Lender's security interest in any of the Collateral and of the preservation of its rights therein, whether in anticipation and following the effectiveness of Revised Article 9 of the Uniform Commercial Code in any jurisdiction.

Lien Perfection; Further Assurances. Borrower Borrowers shall execute such UCC-1 financing statements as may be are required by the UCC and such other instruments, assignments or documents as are necessary to perfect Lender's lien Agent’s Lien upon any of the Collateral and shall take such other action as may be required to perfect or to continue the perfection of Lender's lien Agent’s Lien upon the Collateral. Unless prohibited by applicable law, each Borrower hereby irrevocably authorizes Lender Agent to execute and/or and file any such financing statementsstatement, including, without limitation, financing statements that indicate the Collateral (i) as all assets of such Borrower or words of similar effect, or (ii) as being of an equal or lesser scope, or with greater or lesser detail, than as set forth in Section 5.1, on such Borrower's ’s behalf. Each Borrower also hereby ratifies its authorization for Lender Agent to have filed in any jurisdiction any like financing statements or amendments thereto it if filed prior to the date hereof. The parties agree that a photographic or other reproduction At Agent’s request and subject to the specific provisions of this Agreement shall be sufficient as a financing statement and may be filed in any appropriate office in lieu thereof. At Lender's reasonable requestAgreement, each Borrower shall also promptly execute or cause to be executed and shall deliver to Lender Agent any and all documents, instruments and agreements deemed necessary by Lender Agent, to give effect to or carry out the terms or intent of the Supplemental AgreementsLoan Documents. Borrower Notwithstanding anything to the contrary contained in this Agreement or the Loan Documents, the parties hereto acknowledge and agree that within ninety (90) days after the Closing Date, provided that such efforts may take longer than ninety (90) days, Borrowers shall further take such steps use commercially reasonable efforts to cause the Agent to have received evidence that documents duly executed by the applicable Loan Party(ies) have been filed with the United States Patent and Trademark Office or the United States Copyright Office, as the Lender applicable, as may reasonably request be necessary or advisable for the Lender (a) to obtain an acknowledgementpurpose of perfecting, confirming, enforcing or protecting Agent’s security interest over each Loan Party’s patents, trademarks and copyrights registered in the United States, each of which shall be in form and substance reasonably satisfactory to the Landlord, of any bailee having possession of any of the Collateral that the bailee holds such Collateral for the Landlord, (b) to obtain "control" of any Investment Property, Deposit Accounts, Letter-of-Credit Rights or Electronic Chattel Paper (in accordance with provisions in Rev. ss.ss. 9-104, 9-105, 9-106 and 9-107 relating to what constitutes "coxxxxx" for such items of Collateral), with any agreements establishing control to be in form and substance satisfactory to the Lender, and (c) otherwise to insure the continued perfection and priority of the Lender's security interest in any of the Collateral and of the preservation of its rights therein, whether in anticipation and following the effectiveness of Revised Article 9 of the Uniform Commercial Code in any jurisdictionAgent.

Lien Perfection; Further Assurances. Borrower Borrowers, at Agent's request, shall execute such UCC-1 financing statements as may be are required by the UCC Code and such other instruments, assignments or documents as are necessary necessary, desirable or prudent to perfect LenderAgent's lien Lien upon any of the Collateral and shall take such other action permitted by applicable law as may be required to perfect or to continue the perfection of Lender's lien Lien upon the Collateral. Unless prohibited by applicable law, each Borrower hereby irrevocably authorizes Lender at any time prior to the termination of this Agreement pursuant to Section 4 hereof and prior to the time Agent is required to terminate its Liens in the Collateral pursuant to the provisions of Section 12.17 and the other Sections of this Agreement, to execute and/or file any such financing statementsstatements (with or without the signature of such Borrower), including, without limitation, financing statements that indicate the Collateral as all assets being of Borrower an equal or words of similar effectlesser scope, or with greater or lesser detail, than as set forth in Section 5.1, on such Borrower's behalfbehalf in any jurisdiction which Agent shall deem necessary, prudent or desirable in order to perfect the security interest granted to Agent hereunder. Each Borrower also hereby ratifies its authorization for Lender Agent to have filed in any jurisdiction any like financing statements or amendments thereto it if filed prior to the date hereof. The parties agree that a photographic or other reproduction of this Agreement shall be sufficient as a financing statement and may be filed in any appropriate office in lieu thereof. At LenderAgent's reasonable request, Borrower Borrowers shall also promptly execute or cause to be executed and shall deliver to Lender Agent any and all documents, instruments and agreements deemed necessary necessary, prudent or desirable by Lender Agent to give effect to or carry out the terms or intent of the Supplemental Agreements. Borrower shall further take such steps Loan Documents including appropriate landlord's waivers as the Lender may reasonably request for the Lender (a) to obtain an acknowledgement, in form and substance reasonably satisfactory to the Landlord, of any bailee having possession of any of the Collateral that the bailee holds such Collateral for the Landlord, (b) to obtain "control" of any Investment Property, Deposit Accounts, Letter-of-Credit Rights or Electronic Chattel Paper (in accordance with provisions in Rev. ss.ss. 9-104, 9-105, 9-106 and 9-107 relating to what constitutes "coxxxxx" for such items of Collateral), with any agreements establishing control to be in form and substance satisfactory to the Lender, and (c) otherwise to insure the continued perfection and priority of the Lender's security interest in any of the Collateral and of the preservation of its rights therein, whether in anticipation and following the effectiveness of Revised Article 9 of the Uniform Commercial Code in any jurisdictionrequested by Agent.

Lien Perfection; Further Assurances. Borrower shall Guarantor shall, and at any time from time to time upon the written request of the Trustee the Guarantor shall, in each case at the Guarantor's expense, promptly, execute such UCC-1 financing statements as may be are required by the UCC and such other instruments, assignments or documents as are necessary to perfect LenderTrustee's lien Lien upon any of the Collateral and shall take such other action as may be required to perfect or to continue the perfection of LenderTrustee's lien Lien upon the Collateral. Guarantor shall pay, or reimburse Trustee for, all costs and fees of preparing and having filed UCC-1 financing statements, amendments thereto and other documents, and of taking such other actions to perfect and to continue Trustee's Lien on any and all Collateral, including without limitation the initial perfection thereof. Unless prohibited by applicable law, Borrower Guarantor hereby irrevocably authorizes Lender Trustee to execute and/or and file any such financing statementsstatement, including, without limitation, financing statements that indicate the Collateral (i) as all assets of Borrower Guarantor or words of similar effect, or (ii) as being of an equal or lesser scope, or with greater or lesser detail, than as set forth in Section 2.1, on BorrowerGuarantor's behalf. Borrower Guarantor also hereby ratifies its authorization for Lender Trustee to have filed in any jurisdiction any like financing statements or amendments thereto it if filed prior to the date hereof. The parties agree that a carbon, photographic or other reproduction of this Agreement shall be sufficient as a financing statement and may be filed in any appropriate office in lieu thereof. At LenderTrustee's reasonable request, Borrower Guarantor shall also promptly execute or cause to be executed and shall deliver to Lender Trustee or its agent any and all documents, instruments and agreements deemed necessary by Lender Trustee, to give effect to or carry out the terms or intent of this Agreement and the Supplemental Agreementsother Guaranty Documents. Borrower The provisions of this Section 2.3 (i) shall further take such steps as the Lender may reasonably not require that any leasehold mortgages be provided other than upon Trustee's reasonable request for the Lender therefor and (aii) to obtain an acknowledgement, in form and substance reasonably satisfactory shall not apply to the Landlord, of any bailee having possession of any motor vehicles owned by Guarantor to the extent that the fair market value of the Collateral that motor vehicles owned by the bailee holds such Collateral for Issuer and the Landlord, (b) to obtain "control" of any Investment Property, Deposit Accounts, Letter-of-Credit Rights or Electronic Chattel Paper (Guarantors does not exceed 300,000 in accordance with provisions in Rev. ss.ss. 9-104, 9-105, 9-106 and 9-107 relating to what constitutes "coxxxxx" for such items of Collateral), with any agreements establishing control to be in form and substance satisfactory to the Lender, and (c) otherwise to insure the continued perfection and priority of the Lender's security interest in any of the Collateral and of the preservation of its rights therein, whether in anticipation and following the effectiveness of Revised Article 9 of the Uniform Commercial Code in any jurisdictionaggregate.

Lien Perfection; Further Assurances. Borrower shall execute such UCC-1 financing statements as may be are required by the UCC and such other instruments, assignments or documents as are necessary to perfect Lender's lien Agent’s Lien upon any of the Collateral and shall take such other action as may be required to perfect or to continue the perfection of Lender's lien Agent’s Lien upon the Collateral. Unless prohibited by applicable law, Borrower hereby irrevocably authorizes Lender Agent to execute and/or and file any such financing statementsstatement, including, without limitation, financing statements that indicate the Collateral (i) as all assets of Borrower or words of similar effect, or (ii) as being of an equal or lesser scope, or with greater or lesser detail, than as set forth in Section 5.1, on Borrower's ’s behalf. Borrower also hereby ratifies its authorization for Lender Agent to have filed in any jurisdiction any like financing statements or amendments thereto it if filed prior to the date hereof. The parties agree that a carbon, photographic or other reproduction of this Agreement shall be sufficient as a financing statement and may be filed in any appropriate office in lieu thereof. At Lender's reasonable Agent’s request, Borrower shall also promptly execute or cause to be executed and shall deliver to Lender Agent any and all documents, instruments and agreements deemed necessary by Lender Agent, to give effect to or carry out the terms or intent of the Supplemental AgreementsLoan Documents. Lien on Realty. The due and punctual payment and performance of the Obligations shall also be secured by the Lien created by the Mortgages upon all real Property of Borrower described therein. If Borrower shall further take such steps acquire at any time or times hereafter any fee simple interest in other real Property (other than leasehold interests in sales offices or warehouses), Borrower agrees promptly to execute and deliver to Agent, for its benefit and the ratable benefit of Lenders, as the Lender may reasonably request additional security and Collateral for the Lender Obligations, deeds of trust, security deeds, mortgages or other collateral assignments reasonably satisfactory in form and substance to Agent and its counsel (aherein collectively referred to as “New Mortgages”) covering such real Property. The Mortgages and each New Mortgage shall be duly recorded (at Borrower’s expense) in each office where such recording is required to obtain an acknowledgementconstitute a valid Lien on the real Property covered thereby. In respect to any Mortgage or any New Mortgage, Borrower shall deliver to Agent, at Borrower’s expense, mortgagee title insurance policies issued by a title insurance company reasonably satisfactory to Agent, which policies shall be in form and substance reasonably satisfactory to Agent and shall insure a valid Lien in favor of Agent for the Landlordbenefit of itself and each Lender on the Property covered thereby, of any bailee having possession of any subject only to Permitted Liens and those other exceptions reasonably acceptable to Agent and its counsel. Borrower shall also deliver to Agent such other usual and customary documents, including, without limitation, ALTA Surveys of the Collateral that real Property described in the bailee holds such Collateral for the LandlordMortgages or any New Mortgage, (b) to obtain "control" of any Investment Property, Deposit Accounts, Letter-of-Credit Rights or Electronic Chattel Paper (in accordance with provisions in Rev. ss.ss. 9-104, 9-105, 9-106 as Agent and 9-107 its counsel may reasonably request relating to what constitutes "coxxxxx" for such items of Collateral), with any agreements establishing control to be in form and substance satisfactory the real Property subject to the Lender, and (c) otherwise to insure Mortgages or the continued perfection and priority of the Lender's security interest in any of the Collateral and of the preservation of its rights therein, whether in anticipation and following the effectiveness of Revised Article 9 of the Uniform Commercial Code in any jurisdiction.New Mortgages. COLLATERAL ADMINISTRATION

Lien Perfection; Further Assurances. The Borrower shall execute such UCC-1 financing statements as may be required by the UCC and such other instruments, assignments assignments, mortgages, or documents as are necessary to perfect Lender's lien the Agent’s Liens upon any of the Collateral and shall take such other action as may be reasonably required to perfect or to continue the perfection of Lender's lien the Agent’s Liens upon the Collateral. Unless prohibited by applicable law, The Borrower hereby irrevocably authorizes Lender the Agent at any time and from time to execute and/or time to file in any such financing statements, including, without limitation, UCC jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of the Borrower or words of similar effect, on regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the State of Delaware or such other jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC of the State of the Borrower's behalf’s location for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether the Borrower is an organization, the type of organization and any organization identification number issued to the 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. The Borrower agrees to furnish any such information to the Agent promptly upon request. The Borrower also hereby ratifies its authorization for Lender the Agent to have filed in any UCC jurisdiction any like initial financing statements or amendments thereto it if filed prior to the date hereof. The parties agree that a photographic or other reproduction of this Agreement shall be sufficient as a financing statement and may be filed in any appropriate office in lieu thereof. At Lender's reasonable the Agent’s request, the Borrower shall also promptly execute or cause to be executed and shall deliver to Lender the Agent any and all documents, instruments and agreements deemed necessary by Lender the Agent to give effect to or carry out the terms or intent of the Supplemental AgreementsLoan Documents hereunder. Borrower shall further take such steps as the Lender may reasonably request for the Lender (a) to obtain an acknowledgement, in form and substance reasonably satisfactory to the Landlord, For purposes of any bailee having possession of any such financing statements, the Borrower represents and warrants that the following information is true and correct: Name and address of the Collateral that the bailee holds such Collateral for the LandlordBorrower: Biovest International, (b) to obtain "control" of any Investment PropertyInc. 000 Xxxxx Xxxx Xxxx Xxxxxx, Deposit AccountsXxxxx 000 Xxxxx, LetterXxxxxxx 00000 Federal Employer Identification No.: 00-of-Credit Rights or Electronic Chattel Paper (in accordance with provisions in Rev. ss.ss. 9-104, 9-105, 9-106 and 9-107 relating to what constitutes "coxxxxx" for such items of Collateral), with any agreements establishing control to be in form and substance satisfactory to the Lender, and (c) otherwise to insure the continued perfection and priority of the Lender's security interest in any of the Collateral and of the preservation of its rights therein, whether in anticipation and following the effectiveness of Revised Article 9 of the Uniform Commercial Code in any jurisdiction0000000 Delaware Organizational Identification No.: 3362955

Lien Perfection; Further Assurances. Borrower shall, and shall cause its Subsidiaries to, execute such UCC-1 financing statements as may be are required by the UCC and such other instruments, assignments or documents as are necessary to perfect LenderAgent's lien Lien upon any of the Collateral and shall take such other action as may be required to perfect or to continue the perfection of LenderAgent's lien Lien upon the Collateral. Unless prohibited by applicable law, Borrower hereby irrevocably authorizes Lender Agent to execute and/or (if required) and file any such financing statementsstatements or amendments, including, without limitation, financing statements that indicate the Collateral (i) as all assets of Borrower or its Subsidiaries, as applicable, or words of similar effect, or (ii) as being of an equal or lesser scope, or with greater or lesser detail, than as set forth in Section 5.1, on Borrower's or the applicable Subsidiary's behalf. Borrower Borrower, on behalf of itself and its Subsidiaries, also hereby ratifies its authorization for Lender Agent to have filed in any jurisdiction any like financing statements or amendments thereto it if filed prior to the date hereof. The parties agree that a carbon, photographic or other reproduction of this Agreement shall be sufficient as a financing statement and may be filed in any appropriate office in lieu thereof. At LenderAgent's reasonable request, Borrower shall, and shall cause its Subsidiaries to, also promptly execute or cause to be executed and shall deliver to Lender Agent any and all documents, instruments and agreements deemed necessary by Lender Agent to give effect to or carry out the terms or intent of the Supplemental AgreementsLoan Documents. Borrower shall, and shall further take cause its Subsidiaries to, mark all Chattel Paper to note Agent's Liens therein. Within 180 daxx xf the Restatement Date (or such steps additional time as the Lender may reasonably request for Agent shall determine in its sole discretion), the Lender Borrower shall, and shall cause each Subsidiary to, with respect to any asset of any Credit Party subject to a Certificate of Title (a) other than Trailer Fleet Inventory aggregating less than $5,000,000), take all action to obtain an acknowledgementhave the Agent on behalf of the Lenders noted on the respective Certificate of Title as the secured party with respect to such asset. After the Restatement Date, in form and substance reasonably satisfactory promptly upon acquisition of any asset subject to a Certificate of Title (other than Trailer Fleet Inventory to the Landlord, of any bailee having possession of any of extent that such is less than $5,000,000 in the Collateral that the bailee holds such Collateral for the Landlord, (b) to obtain "control" of any Investment Property, Deposit Accounts, Letter-of-Credit Rights or Electronic Chattel Paper (in accordance with provisions in Rev. ss.ss. 9-104, 9-105, 9-106 and 9-107 relating to what constitutes "coxxxxx" for such items of Collateralaggregate), with any agreements establishing control to be in form and substance satisfactory to the LenderBorrower shall, and (c) otherwise to insure shall cause each Subsidiary to, have the continued perfection and priority Agent noted on the respective Certificate of Title as the Lender's security interest in any of the Collateral and of the preservation of its rights therein, whether in anticipation and following the effectiveness of Revised Article 9 of the Uniform Commercial Code in any jurisdictionsecured party.

Lien Perfection; Further Assurances. Borrower Borrowers shall execute or authorize, as applicable, such UCC-1 UCC financing statements as may be are required by the UCC UCC, such filings as are required by the PPSA, and Section 395 of the Companies Xxx 0000 of England and Wales (as amended) and any other applicable statutory scheme and such other instruments, assignments or documents as are necessary to perfect Lender's lien the applicable Collateral Agent’s (or the fondé de pouvoir, as the case may be) Lien upon any of the Collateral and shall take such other action as may be required to perfect or to continue the perfection of Lender's lien the applicable Collateral Agent’s (or the fondé de pouvoir, as the case may be) Lien upon the CollateralCollateral (excluding for these purposes the giving of notice to perfect any U.K Collateral over Accounts or rights under contracts with third parties, should such notice be required to be delivered, other than where such notice is required to be delivered pursuant to the terms of the U.K. Guarantee and Debenture). Unless prohibited by applicable law, Borrower Borrowers hereby irrevocably authorizes Lender authorize Collateral Agents (and the fondé de pouvoir) to execute and/or (if applicable) and file any such financing statementsstatement and other filings, including, without limitation, financing statements that indicate the Collateral as all assets being of Borrower an equal or words of similar effectlesser scope, or with greater or lesser detail, than as set forth in Section 5.1, on Borrower's Borrowers’ behalf. Borrower Borrowers also hereby ratifies ratify its authorization for Lender Collateral Agents (and the fondé de pouvoir) to have filed in any jurisdiction any like filing and financing statements or amendments thereto it if filed prior to the date hereofRestatement Date. The parties agree that a carbon, photographic or other reproduction of this Agreement shall be sufficient (to the extent legally possible) as a filing and financing statement and may be filed in any appropriate office in lieu thereof. At Lender's reasonable the applicable Collateral Agent’s request, Borrower Borrowers shall also promptly execute or cause to be executed and shall deliver to Lender the applicable Collateral Agent (or the fondé de pouvoir, as the case may be) any and all documents, instruments and agreements reasonably deemed necessary by Lender the applicable Collateral Agent to give effect to or carry out the terms or intent of the Supplemental Agreements. Borrower shall further take such steps as the Lender may reasonably request for the Lender (a) to obtain an acknowledgement, in form and substance reasonably satisfactory to the Landlord, of any bailee having possession of any of the Collateral that the bailee holds such Collateral for the Landlord, (b) to obtain "control" of any Investment Property, Deposit Accounts, Letter-of-Credit Rights or Electronic Chattel Paper (in accordance with provisions in Rev. ss.ss. 9-104, 9-105, 9-106 and 9-107 relating to what constitutes "coxxxxx" for such items of Collateral), with any agreements establishing control to be in form and substance satisfactory to the Lender, and (c) otherwise to insure the continued perfection and priority of the Lender's security interest in any of the Collateral and of the preservation of its rights therein, whether in anticipation and following the effectiveness of Revised Article 9 of the Uniform Commercial Code in any jurisdictionLoan Documents.

Lien Perfection; Further Assurances. Borrower Borrowers shall execute such UCC-1 financing statements as may be are required by the UCC Code and such other instruments, assignments or documents as are necessary to perfect Lender's lien Lien upon any of the Collateral and shall take such other action as may be required to perfect or to continue the perfection of LenderXxxxxx's lien Lien upon the Collateral. Unless prohibited by applicable law, each Borrower hereby irrevocably authorizes Lender Xxxxxx to execute and/or and file any such financing statements, including, without limitation, financing statements that indicate the Collateral as all assets of Borrower or words of similar effect, statement on Borrowersuch Xxxxxxxx's behalf. Borrower also hereby ratifies its authorization for Lender to have filed in any jurisdiction any like financing statements or amendments thereto it filed prior to the date hereof. The parties agree that a carbon, photographic or other reproduction of this Agreement shall be sufficient as a financing statement and may be filed in any appropriate office in lieu thereof. At Lender's reasonable request, Borrower Borrowers shall also promptly execute or cause to be executed and shall deliver to Lender any and all documents, instruments and agreements deemed necessary by Lender to give effect to or carry out the terms or intent of the Supplemental AgreementsLoan Documents. Borrower shall further take such steps as In particular, but not by way of limitation of the Lender may reasonably request for the Lender (a) to obtain an acknowledgementforegoing, in form and substance reasonably satisfactory subject to the Landlordimmediately following sentence, should the aggregate value of Inventory of any bailee having possession of Borrower located at a particular outside processor exceed $20,000 at any of the Collateral that the bailee holds time, such Collateral for the Landlord, (b) to Borrower will notify Lender and will obtain "control" of any Investment Property, Deposit Accounts, Letter-of-Credit Rights or Electronic Chattel Paper (in accordance with provisions in Rev. ss.ss. 9-104, 9-105, 9-106 and 9-107 relating to what constitutes "coxxxxx" for from each such items of Collateral), with any agreements establishing control to be processor a processor's letter in form and substance satisfactory to Fleet; provided, that if the Lenderaggregate value of such Inventory is less than $20,000 at such a location, such Borrower will use its best efforts to obtain a processor's letter in form and substance satisfactory to Fleet. Further, in the event that (i) the aggregate value of Inventory of any Borrower located at a particular seasonal or overflow outside processor exceeds $75,000 at any time and (cii) otherwise Inventory at such seasonal or overflow processor remains at such processor in excess of two weeks, such Borrower will notify Lender and will obtain from each such processor a processor's letter in form and substance satisfactory to insure Fleet; provided, that if the continued perfection value of such Inventory is less than $75,000 and priority of the Lendersuch Inventory remains at such processor for less than one week, such Borrower shall use its best efforts to obtain a processor's security interest letter in any of the Collateral form and of the preservation of its rights therein, whether in anticipation and following the effectiveness of Revised Article 9 of the Uniform Commercial Code in any jurisdictionsubstance satisfactory to Fleet.

Lien Perfection; Further Assurances. Borrower Each Grantor shall execute such UCC-1 financing statements as may be are required by the UCC and such other instruments, assignments or documents as are necessary to perfect Lenderthe Collateral Agent's lien Lien upon any of the Collateral and shall take such other action as may be required to perfect or to continue continue, confirm or, subject to the Intercreditor Agreement, enforce the perfection of Lenderthe Collateral Agent's lien Lien upon the Collateral. Unless prohibited by applicable law, Borrower each Grantor hereby irrevocably authorizes Lender the Collateral Agent to execute and/or and file any such financing statementsstatement, including, without limitation, financing statements that indicate the Collateral (i) as all assets of Borrower such Grantor or words of similar effect, or (ii) as being of an equal or lesser scope, or with greater or lesser detail, than as set forth in Section 2.1, on Borrowersuch Grantor's behalf. Borrower Each Grantor also hereby ratifies its authorization for Lender the Collateral Agent to have filed in any jurisdiction any like financing statements or amendments thereto it if filed prior to the date hereof. The parties agree that a carbon, photographic or other reproduction of this Agreement shall be sufficient as a financing statement and may be filed in any appropriate office in lieu thereof. At Lenderthe Collateral Agent's reasonable request, Borrower each Grantor shall also promptly execute or cause to be executed and shall deliver to Lender the Collateral Agent any and all documents, instruments and agreements deemed necessary by Lender the Collateral Agent, to give effect to or carry out the terms or intent of the Supplemental AgreementsClass B Security Documents. Borrower Nothing in this Agreement shall further take such steps be construed to require any Grantor to deliver any stock certificates or any promissory notes or other Instruments constituting or evidencing Collateral, or execute or deliver any control agreements or other agreements or instruments that would enable any Class B Secured Party to perfect the lien created hereunder by possession or control, until the Senior Lender Obligations (as defined in the Lender may reasonably request for Intercreditor Agreement) are Paid in Full (as defined in the Lender (a) to obtain an acknowledgement, in form and substance reasonably satisfactory to the Landlord, of any bailee having possession of Intercreditor Agreement). Notwithstanding any of the foregoing, the Collateral that the bailee holds Agent shall not be obligated to execute or file any such Collateral for the Landlordfinancing statements, (b) to obtain "control" of any Investment Propertyinstruments, Deposit Accounts, Letter-of-Credit Rights assignments or Electronic Chattel Paper (in accordance with provisions in Rev. ss.ss. 9-104, 9-105, 9-106 and 9-107 relating to what constitutes "coxxxxx" for such items of Collateral), with any agreements establishing control to be in form and substance satisfactory documents except to the Lender, and (c) otherwise to insure the continued perfection and priority of the Lender's security interest extent directed in any of the Collateral and of the preservation of its rights therein, whether in anticipation and following the effectiveness of Revised Article 9 of the Uniform Commercial Code in any jurisdictionwriting by a Class B Secured Party.

Lien Perfection; Further Assurances. Borrower shall Issuer shall, and at any time and from time to time upon the written request of the Trustee, the Issuer shall, in each case at the Issuer's expense, promptly execute such UCC-1 financing statements as may be are required by the UCC and such other instruments, assignments or documents as are necessary to perfect LenderTrustee's lien Lien upon any of the Collateral and shall take such other action as may be required to perfect or to continue the perfection of LenderTrustee's lien Lien upon the Collateral. Issuer shall pay, or reimburse Trustee for, all costs and fees of preparing and having filed UCC-1 financing statements, amendments thereto and other documents, and of taking such other actions, to perfect and to continue Trustee's Lien on any and all Collateral, including without limitation the initial perfection thereof. Unless prohibited by applicable law, Borrower the Issuer hereby irrevocably authorizes Lender Trustee to execute and/or and file any such financing statementsstatement, including, without limitation, financing statements that indicate the Collateral (i) as all assets of Borrower the Issuer or words of similar effect, or (ii) as being of an equal or lesser scope, or with greater or lesser detail, than as set forth in Section 1.1, on Borrowerthe Issuer's behalf. Borrower The Issuer also hereby ratifies its authorization for Lender Trustee to have filed in any jurisdiction any like financing statements or amendments thereto it if filed prior to the date hereof. The parties agree that a carbon, photographic or other reproduction of this Agreement shall be sufficient as a financing statement and may be filed in any appropriate office in lieu thereof. At LenderTrustee's reasonable request, Borrower the Issuer shall also promptly execute or cause to be executed and shall deliver to Lender Trustee or its agent any and all documents, instruments and agreements deemed necessary by Lender Trustee, to give effect to or carry out the terms or intent of the Supplemental Other Agreements. Borrower The provisions of this Section 1.3 (i) shall further take such steps as the Lender may reasonably not require that any leasehold mortgages be provided other than upon Trustee's reasonable request for the Lender therefor and (aii) to obtain an acknowledgement, in form and substance reasonably satisfactory shall not apply to the Landlord, of any bailee having possession of any motor vehicles owned by the Issuer to the extent that the fair market value of the Collateral that motor vehicles owned by the bailee holds such Collateral for Issuer and the Landlord, (b) to obtain "control" of any Investment Property, Deposit Accounts, Letter-of-Credit Rights or Electronic Chattel Paper (Guarantors does not exceed $300,000 in accordance with provisions in Rev. ss.ss. 9-104, 9-105, 9-106 and 9-107 relating to what constitutes "coxxxxx" for such items of Collateral), with any agreements establishing control to be in form and substance satisfactory to the Lender, and (c) otherwise to insure the continued perfection and priority of the Lender's security interest in any of the Collateral and of the preservation of its rights therein, whether in anticipation and following the effectiveness of Revised Article 9 of the Uniform Commercial Code in any jurisdictionaggregate.

Lien Perfection; Further Assurances. Borrower Agent’s Liens, on behalf of Lenders, in and to the Collateral shall attach to all Collateral without further action on the part of Lenders or Agent or Credit Parties. Promptly after Agent’s request therefor, Credit Parties shall execute or cause to be executed and deliver to Agent such UCC-1 financing statements as may be required by the UCC and such other instruments, assignments assignments, title certificates or other documents as are necessary under the UCC or other Applicable Law (including any motor vehicle certificates of title act) to perfect Lender's lien (or continue the perfection of) Agent’s Lien upon any of the Collateral Collateral, and shall take such other action as may be required requested by Agent to perfect give effect to or to continue carry out the perfection intent and purposes of Lender's lien upon the Collateralthis Agreement. Unless prohibited by applicable lawApplicable Law, Borrower each Credit Party hereby irrevocably authorizes Lender Agent to execute and/or and file any such financing statements, including, without limitation, financing statements that indicate the Collateral as all assets of Borrower or words of similar effect, statement on Borrower's such Credit Party’s behalf. Borrower also hereby ratifies its authorization for Lender to have filed in any jurisdiction any like financing statements or amendments thereto it filed prior to the date hereof. The parties agree that a carbon, photographic or other reproduction of this Agreement shall be sufficient as a financing statement and may be filed in any appropriate office in lieu thereof. At Lender's reasonable requestThe Liens and priority granted to the Liens in favor of Agent, Borrower for the benefit of Lenders, pursuant to the Interim Order and hereunder shall also promptly execute or cause to be executed and shall deliver to Lender any and all documents, instruments and agreements deemed necessary perfected by Lender to give effect to or carry out the terms or intent operation of law upon execution of the Supplemental AgreementsInterim Order by the Court. Borrower Agent shall further not be required to file any UCC-1 financing statements, mortgages or any other document, or take such steps as the Lender may reasonably request for the Lender any other action (a) to obtain an acknowledgement, in form and substance reasonably satisfactory to the Landlord, of any bailee having including possession of any of the Pre-Petition Collateral that or Post-Petition Collateral) in order to validate or perfect the bailee holds such Collateral liens and security interests granted to Agent, for the Landlordbenefit of Lenders, (b) to obtain "control" of any Investment Property, Deposit Accounts, Letter-of-Credit Rights hereunder or Electronic Chattel Paper (in accordance with provisions in Rev. ss.ss. 9-104, 9-105, 9-106 and 9-107 relating to what constitutes "coxxxxx" for such items of Collateral), with any agreements establishing control to be in form and substance satisfactory to the Lender, and (c) otherwise to insure the continued perfection and priority of the Lender's security interest in under any of the Collateral other DIP Loan Documents, as all such Liens and security interests shall be deemed automatically perfected as of the preservation of its rights therein, whether in anticipation and following the effectiveness of Revised Article 9 date of the Uniform Commercial Code Interim Order. If Agent shall, in its discretion, choose to file such UCC-1 financing statements (or amendments to or continuations of any existing financing statements), mortgages and otherwise confirm perfection of such Liens, all such financing statements, mortgages or similar instruments shall be deemed to have been filed or recorded at the time and on the date of entry of the Interim Order. Agent may, in its discretion, file a certified copy of the Interim Order or the Final Order in any jurisdictionfiling or recording office in any jurisdiction in which Credit Parties have or maintain any Pre-Petition Collateral or Post-Petition Collateral or an office or is organized.

Lien Perfection; Further Assurances. Borrower shall execute such UCC-1 financing statements as may be required by the UCC and such other instruments, assignments or documents as are necessary to perfect Lender's the Agent’s and the Investors’ lien upon any of the Collateral and shall take such other action as may be required to perfect or to continue the perfection of Lender's Investors’ lien upon the Collateral. Unless prohibited by applicable law, Borrower hereby irrevocably authorizes Lender the Agent on behalf of the Investors to execute and/or file any such financing statements, including, without limitation, financing statements that indicate the Collateral as all assets of Borrower or words of similar effect, on Borrower's ’s behalf. Borrower also hereby ratifies its authorization for Lender the Agent to have filed in any jurisdiction any like financing statements or amendments thereto it filed prior to the date hereof. The parties agree that a photographic or other reproduction of this Agreement shall be sufficient as a financing statement and may be filed in any appropriate office in lieu thereof. At Lender's Investors’ or the Agent’s reasonable request, Borrower shall also promptly execute or cause to be executed and shall deliver to Lender Investors any and all documents, instruments and agreements deemed necessary by Lender Investors or the Agent to give effect to or carry out the terms or intent of the Supplemental Agreements. The Borrower shall further take such steps as the Lender Investors or the Agent may reasonably request for the Lender Investors (a) to obtain an acknowledgement, in form and substance reasonably satisfactory to the LandlordAgent, of any bailee having possession of any of the Collateral that the bailee holds such Collateral for the LandlordInvestors, (b) to obtain "“control" ” of any Investment Property, Deposit Accounts, Letter-of-Credit Rights or Electronic Chattel Paper (in accordance with provisions in Rev. ss.ss. UCC Sections 9-104, 9-105, 9-106 and 9-107 relating to what constitutes "coxxxxx" “control” for such items of Collateral), with any agreements establishing control to be in form and substance satisfactory to the LenderInvestors, and (c) otherwise to insure the continued perfection and priority of the Lender's Investors’ security interest in any of the Collateral and of the preservation of its rights therein, whether in anticipation and following the effectiveness of Revised Article 9 of the Uniform Commercial Code in any jurisdiction.

Lien Perfection; Further Assurances. Borrower shall execute such UCC-1 financing statements as may be required by the UCC and such other instruments, assignments or documents as are necessary to perfect Lender's Investor’s lien upon any of the Collateral and shall take such other action as may be required to perfect or to continue the perfection of Lender's Investor’s lien upon the Collateral. Unless prohibited by applicable law, Borrower hereby irrevocably authorizes Lender the Agent on behalf of the Investors to execute and/or file any such financing statements, including, without limitation, financing statements that indicate the Collateral as all assets of Borrower or words of similar effect, on Borrower's ’s behalf. Borrower also hereby ratifies its authorization for Lender the Agent to have filed in any jurisdiction any like financing statements or amendments thereto it filed prior to the date hereof. The parties agree that a photographic or other reproduction of this Agreement shall be sufficient as a financing statement and may be filed in any appropriate office in lieu thereof. At Lender's Investors’ or the Agent’s reasonable request, Borrower shall also promptly execute or cause to be executed and shall deliver to Lender Investor any and all documents, instruments and agreements deemed necessary by Lender Investors or the Agent to give effect to or carry out the terms or intent of the Supplemental Agreements. The Borrower shall further take such steps as the Lender Investors or the Agent may reasonably request for the Lender Investors (a) to obtain an acknowledgement, in form and substance reasonably satisfactory to the LandlordAgent, of any bailee having possession of any of the Collateral that the bailee holds such Collateral for the LandlordInvestors, (b) to obtain "“control" ” of any Investment Property, Deposit Accounts, Letter-of-Credit Rights or Electronic Chattel Paper (in accordance with provisions in Rev. ss.ss. UCC Sections 9-104, 9-105, 9-106 and 9-107 relating to what constitutes "coxxxxx" “control” for such items of Collateral), with any agreements establishing control to be in form and substance satisfactory to the LenderInvestors, and (c) otherwise to insure the continued perfection and priority of the Lender's Investors’ security interest in any of the Collateral and of the preservation of its rights therein, whether in anticipation and following the effectiveness of Revised Article 9 of the Uniform Commercial Code in any jurisdiction.

Lien Perfection; Further Assurances. Borrower Borrower, at Agent's request, shall execute such UCC-1 financing statements as may be are required by the UCC Code and such other instruments, assignments or documents as are necessary to perfect LenderAgent's lien Lien upon any of the Collateral and shall take such other action as may be required to perfect or to continue the perfection of LenderAgent's lien Lien upon the Collateral. Notwithstanding the foregoing, (i) with respect to any Real Estate in which Borrower has a fee interest, whether now owned or hereafter acquired, Borrower, at Agent's request, shall execute any mortgages, instruments, assignments and documents and shall take any other actions as Agent may request in order to perfect Agent's Lien on any such Real Estate and (ii) with respect to any leasehold interest of Borrower, whether now owned or hereafter acquired, Borrower, at the reasonable request of the Majority Lenders, shall execute any mortgages, instruments, assignments and documents and shall take any other actions as Majority Lenders may request in order to perfect Agent's Lien on any such leasehold interest. Borrower shall give Agent at least thirty (30) days prior written notice before (i) acquiring any fee interest in any Real Estate or (ii) acquiring any leasehold interest in any Real Estate with annual payments due under the lease greater than Five Hundred Thousand Dollars ($500,000.00) and a lease term longer than five (5) years. Agent acknowledges that Agent's Lien in any Real Estate will not be perfected until such time as all mortgages, instruments, assignments, documents and/or other actions as may be required in the jurisdiction where the Real Estate is located are executed, recorded and/or taken. Unless prohibited by applicable law, Borrower hereby irrevocably authorizes Lender Agent to execute and/or and file any such financing statementsstatement, includinginstruments, without limitation, financing statements that indicate the Collateral as all assets of Borrower assignments or words of similar effect, documents on Borrower's behalf. Borrower also hereby ratifies its authorization for Lender to have filed in any jurisdiction any like financing statements or amendments thereto it filed prior to the date hereof. The parties agree that a carbon, photographic or other reproduction of this Agreement shall be sufficient as a financing statement and may be filed in any appropriate office in lieu thereof. At LenderAgent's reasonable request, Borrower shall also promptly execute or cause to be executed and shall deliver to Lender Agent any and all documents, instruments and agreements deemed necessary by Lender Agent to give effect to or carry out the terms or intent of the Supplemental Agreements. Borrower shall further take such steps Loan Documents, including landlord's waivers as the Lender may reasonably request for the Lender (a) to obtain an acknowledgement, in form and substance reasonably satisfactory to the Landlord, of any bailee having possession of any of the Collateral that the bailee holds such Collateral for the Landlord, (b) to obtain "control" of any Investment Property, Deposit Accounts, Letter-of-Credit Rights or Electronic Chattel Paper (in accordance with provisions in Rev. ss.ss. 9-104, 9-105, 9-106 and 9-107 relating to what constitutes "coxxxxx" for such items of Collateral), with any agreements establishing control to be in form and substance satisfactory to the Lender, and (c) otherwise to insure the continued perfection and priority of the Lender's security interest in any of the Collateral and of the preservation of its rights therein, whether in anticipation and following the effectiveness of Revised Article 9 of the Uniform Commercial Code in any jurisdictionrequested by Agent.