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

Perfection and Protection of Security Interest. Borrower shall, at its expense, take all actions requested by FINOVA at any time to perfect, maintain, protect and enforce FINOVA's first priority security interest and other rights in the Collateral and the priority thereof from time to time, including, without limitation, (i) executing and filing financing or continuation statements and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall require, all in form and substance satisfactory to FINOVA, (ii) maintaining a perpetual inventory and complete and accurate stock records, (iii) delivering to FINOVA warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, and transferring Inventory to warehouses designated by FINOVA, (iv) placing notations on Borrower's books of account to disclose FINOVA's security interest therein and (v) delivering to FINOVA all letters of credit on which Borrower is named beneficiary. FINOVA may file, without Borrower's signature, one or more financing statements disclosing FINOVA's security interest under this Agreement. Borrower agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVA's security interest in such Collateral and, upon FINOVA's request, instruct them to hold all such Collateral for FINOVA's account subject to FINOVA's instructions. From time to time, Borrower shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVA, but Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral shall continue in full force and effect.

Perfection and Protection of Security Interest. Borrower (a) Each Loan Party shall, at its expense, take perform all actions steps requested by FINOVA the Agent at any time to more fully effectuate, perfect, maintain, protect protect, and enforce FINOVAthe Agent's first priority security interest and other rights in the Collateral and the priority thereof from time to timeLiens, including, without limitation, at the request of the Agent: (i) executing executing, delivering and/or filing and recording of any additional security agreements or assignments with respect to the Collateral and filing or authorizing the Agent to file financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance satisfactory to FINOVA, the Agent; (ii) maintaining a perpetual inventory delivering to the Agent the originals of all Instruments, Documents, and complete Chattel Paper of such Loan Party constituting Revolving Lender Priority Collateral, and accurate stock recordsall other Revolving Lender Priority Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent's security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) delivering to FINOVA the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering any portion of the Collateral for which certificates of title have been issued; (iv) when an Event of Default exists and is continuing, and transferring its Inventory to warehouses designated by FINOVA, the Agent; (ivv) placing notations on Borrowersuch Loan Party's books of account to disclose FINOVAthe Agent's security interest therein interest; (vi) obtaining control agreements from securities intermediaries with respect to financial assets in the possession of securities intermediaries; (vii) obtaining control agreements from banks and other financial institutions with respect to deposit accounts (vas defined in the UCC) maintained at such bank or other financial institution; (viii) assigning and delivering to FINOVA the Agent all Supporting Obligations, including letters of credit on which Borrower such Loan Party is named beneficiarybeneficiary with the written consent of the issuer thereof, (ix) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent's Liens. FINOVA may file, without Borrower's signature, Each Loan Party hereby authorizes the Agent to file one or more financing statements disclosing FINOVAthe Agent's security interest under this AgreementLiens. Borrower Each Loan Party agrees that a carbon, photographic, photostatic photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVA's security interest in such Collateral and, upon FINOVA's request, instruct them to hold all such Collateral for FINOVA's account subject to FINOVA's instructions. From time to time, Borrower shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVA, but Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral shall continue in full force and effect.

Perfection and Protection of Security Interest. Borrower (a) The Debtor shall, at its expense, take perform all actions steps reasonably requested by FINOVA the Collateral Agent at any time to perfect, maintain, protect protect, and enforce FINOVA's first priority security interest and other rights in the Collateral and the priority thereof from time to timeAgent’s Liens, including, including without limitation, : (i) executing and filing financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance reasonably satisfactory to FINOVA, the Collateral Agent; (ii) maintaining a perpetual inventory and complete and accurate stock records, (iii) delivering to FINOVA the Collateral Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering any portion of the Collateral for which certificates of title have been issued; (iii) when any Event of Default has occurred and is continuing, and transferring Inventory to warehouses or other locations designated by FINOVA, the Collateral Agent; (iv) placing notations on Borrower's the Debtor’s books of account to disclose FINOVA's the Collateral Agent’s security interest therein interest; and (v) delivering taking such other steps as are deemed reasonably necessary or desirable by the Collateral Agent to FINOVA maintain and protect the Collateral Agent’s Liens. Notwithstanding the foregoing, unless any Event of Default shall have occurred and be continuing, the Debtor shall not be required to take any action to perfect the Collateral Agent’s Liens in (w) Investment Property with an aggregate value less than $100,000, (x) any Letter-of-Credit Rights with respect to any letter of credit with a face amount of $150,000 or less, but only to the extent that the aggregate face amount of all letters of credit on which Borrower is named beneficiarydoes not exceed $750,000, (y) any Deposit Account with a balance of $150,000 or less at the close of any Business Day, but only to the extent that the aggregate number of Deposit Accounts does not exceed five (5) at any time, or (z) electronic Chattel Paper in an aggregate amount of less than $100,000. FINOVA may file, without Borrower's signature, one or more financing statements disclosing FINOVA's security interest under this Agreement. Borrower The Debtor agrees that a carbon, photographic, photostatic photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVA's security interest in such Collateral and, upon FINOVA's request, instruct them to hold all such Collateral for FINOVA's account subject to FINOVA's instructions. From time to time, Borrower shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVA, but Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral shall continue in full force and effect.

Perfection and Protection of Security Interest. Borrower shall, at its expense, take all actions requested by FINOVA Agent at any time to perfect, maintain, protect and enforce FINOVAAgent's first priority security interest and other rights in the Collateral and the priority thereof from time to time, including, without limitation, (i) executing and filing financing or continuation statements and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA Agent shall require, all in form and substance reasonably satisfactory to FINOVAAgent, (ii) maintaining a perpetual inventory and complete and accurate inventory stock records, (iii) upon the request of Agent, delivering to FINOVA Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, and transferring Inventory to warehouses designated by FINOVAAgent, (iv) placing notations on Borrower's books of account to disclose FINOVAAgent's security interest therein and (v) delivering to FINOVA Agent all letters of credit on which Borrower is named beneficiary, upon the request of Agent. FINOVA Agent (or any Lender, if directed by Agent) may file, for its benefit and the benefit of the Lenders, without Borrower's signature, one or more financing statements disclosing FINOVAAgent's security interest under this Agreement. Borrower agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVAAgent's security interest in such Collateral and, upon FINOVAAgent's request, instruct them to hold all such Collateral for FINOVAAgent's and the Lenders' account subject to FINOVAAgent's instructions. From time to time, Borrower shall, upon FINOVAAgent's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVAAgent, for its benefit and the benefit of the Lenders, but Borrower's failure to do so shall not affect or limit FINOVAAgent's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVAeach Lender's obligation to make further advances hereunder has terminated, FINOVAAgent's security interest in the Collateral Collateral, for its benefit and the benefit of the Lenders shall continue in full force and effect.

Perfection and Protection of Security Interest. Borrower (a) Grantor shall, at its expense, take perform all actions steps necessary or otherwise reasonably requested by FINOVA the Collateral Agent (at the direction of the Majority Holders) at any time to perfect, maintain, protect protect, and enforce FINOVA's first priority security interest and other rights in the Collateral and the priority thereof from time to timeAgent’s Liens, including, without limitation, : (i) executing filing and recording of the Copyright, Patent, and Trademark Agreements, and amendments thereof in the United States Patent and Trademark Office and the United States Copyright Office, and filing financing statements or continuation statements and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall require, all in form and substance satisfactory to FINOVA, the respective Filing Office; (ii) maintaining a perpetual inventory to the extent constituting Collateral, delivering to the Collateral Agent the originals of all instruments, documents, and complete Chattel Paper (in each case in excess of $500,000), and accurate stock recordsall other Collateral of which the Collateral Agent is required to have or of which it reasonably requests to have physical possession in order to perfect and protect the Collateral Agent’s security interest therein, duly pledged, endorsed, or assigned to the Collateral Agent as provided herein; (iii) delivering to FINOVA the Collateral Agent a duly executed amendment to this Agreement, in the form of Exhibit B (each, an “Amendment”), pursuant to which Grantor will pledge any additional Collateral that constitutes Commercial Tort Claims; (iv) upon the occurrence and during the continuation of an Event of Default, delivering to the Collateral Agent (A) warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, (B) warehouse receipts covering any portion of the Collateral located in warehouses and transferring Inventory to warehouses designated for which warehouse receipts are issued and (C) if requested by FINOVAthe Collateral Agent, (iv) placing notations on Borrower's books certificates of account to disclose FINOVA's security interest therein and title reflecting the Collateral Agent’s Liens covering any portion of the Collateral for which certificates of title have been issued; (v) when an Event of Default exists, transferring Inventory constituting Collateral to warehouses or other locations designated by the Collateral Agent; (vi) upon the occurrence and during the continuance of an Event of Default, delivering to FINOVA the Collateral Agent all letters of credit constituting Collateral on which Borrower Grantor is named beneficiary; and (vii) taking such other steps as are reasonably deemed necessary or desirable by the Collateral Agent (acting at the direction of the Majority Holders) to maintain, protect and enforce the Collateral Agent’s Liens. FINOVA To the extent permitted by any Requirement of Law, the Collateral Agent may file, without Borrower's Grantor’s signature, one or more financing statements disclosing FINOVA's security interest under the Collateral Agent’s Liens. Grantor hereby authorizes the Collateral Agent to attach each Amendment to this Agreement. Borrower Agreement and agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVA's security interest all additional collateral set forth in such Collateral and, upon FINOVA's request, instruct them Amendments shall be considered to hold all such Collateral for FINOVA's account subject to FINOVA's instructions. From time to time, Borrower shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVA, but Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in and to be part of the Collateral. Until the Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral shall continue in full force and effect.

Perfection and Protection of Security Interest. Borrower (a) The Debtor shall, at its expense, take perform all actions steps requested by FINOVA the Secured Party in writing at any time to perfect, maintain, protect protect, and enforce FINOVAthe Secured Party's first priority security interest and other rights in the Collateral and the priority thereof from time to timeLiens, including, without limitation, : (i) executing and filing financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance satisfactory to FINOVA, the Secured Party; (ii) maintaining a perpetual inventory delivering to the Secured Party the originals of all instruments, documents, and complete chattel paper, and accurate stock recordsall other Collateral of which the Secured Party determines it should have physical possession in order to perfect and protect the Secured Party's security interest therein, duly pledged, endorsed or assigned to the Secured Party without restriction; provided, however, that if no Event of Default exists the Secured Party will at the Debtor's request promptly, and in any event, within 5 days following receipt of request therefor, redeliver any such promissory notes and instruments to the Debtor as the Debtor may reasonably require in order to enforce its rights thereunder in the ordinary course of business; (iii) delivering to FINOVA the Secured Party warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, and transferring Inventory to warehouses designated by FINOVA, ; (iv) placing notations on Borrowerthe Debtor's books of account to disclose FINOVAthe Secured Party's security interest therein and interest; (v) delivering to FINOVA the Secured Party all letters of credit on which Borrower the Debtor is named beneficiarybeneficiary and which provide for or relates to payment of any Account; and (vi) taking such other steps as are deemed reasonably necessary or desirable by the Secured Party to maintain and protect the Secured Party's Liens. FINOVA To the extent permitted by applicable law, the Secured Party may file, without Borrowerthe Debtor's signature, one or more financing statements disclosing FINOVAthe Secured Party's security interest under this AgreementLiens or may sign any such financing statements in the name of the Debtor. Borrower The Debtor agrees that a carbon, photographic, photostatic photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVA's security interest in such Collateral and, upon FINOVA's request, instruct them to hold all such Collateral for FINOVA's account subject to FINOVA's instructions. From time to time, Borrower shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVA, but Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral shall continue in full force and effect.

Perfection and Protection of Security Interest. Each Borrower shall, at its expense, take perform all actions steps requested by FINOVA the Bank at any time to perfect, maintain, protect protect, and enforce FINOVA's first priority security interest and other rights in the Collateral and the priority thereof from time to time, Security Interest including, without limitation, : (ia) executing and recording of the Patent and Trademark Assignments and executing and filing financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance satisfactory to FINOVA, the Bank; (ii) maintaining a perpetual inventory and complete and accurate stock records, (iiib) delivering to FINOVA the Bank, for notation of its Security Interest, the original certificates of title for motor vehicles; (c) delivering to the Bank the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Bank determines it should have physical possession in order to perfect and protect the Security Interest therein, duly endorsed or assigned to the Bank without restriction; (d) delivering to the Bank warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; (e) at any time during which an Event of Default shall have occurred and be continuing, and transferring Inventory to warehouses designated by FINOVA, the Bank; (ivf) placing notations on each Borrower's books of account to disclose FINOVA's the Security Interest; (g) executing and delivering to the Bank a security interest therein agreement relating to the Reversions in form and substance satisfactory to the Bank; (vh) delivering to FINOVA the Bank all letters of credit on which Borrower is the Borrowers are named beneficiary; and (i) taking such other steps as are deemed necessary by the Bank to maintain the Security Interest. FINOVA To the extent permitted by applicable law, the Bank may file, without any Borrower's signature, one or more financing statements disclosing FINOVA's security interest under this Agreementthe Security Interest. Borrower agrees The Borrowers agree that a carbon, photographic, photostatic photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processorsprocessors of any Borrower, then such Borrower shall notify the Bank thereof and upon request of the Bank, shall notify such Person of FINOVA's security interest the Security Interest in such Collateral and, upon FINOVAthe Bank's request, instruct them such Person to hold all such Collateral for FINOVAthe Bank's account subject to FINOVAthe Bank's instructions. If at any time any Collateral is located on any Premises that are not owned by a Borrower, then upon request of the Bank, the applicable Borrower shall obtain written waivers, in form and substance satisfactory to the Bank, of all present and future Liens to which the owner or lessor or any mortgagee of such Premises may be entitled to assert against the Collateral. From time to time, each Borrower shall, upon FINOVABank's request, execute and deliver confirmatory written instruments pledging to the Collateral to FINOVABank the Collateral, but such Borrower's failure to do so shall not affect or limit FINOVALimit the Security Interest or the Bank's security interest or other rights in and to the Collateral. Until the So long as this Agreement is in effect and until all Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminatedsatisfied, FINOVA's security interest in the Collateral Security Interest shall continue in full force and effecteffect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).

Perfection and Protection of Security Interest. Borrower shall, at its expense, take all actions requested by FINOVA at any time to perfect, maintain, protect and enforce FINOVA's first priority security interest and other rights in the Collateral and the priority thereof from time to time, including, without limitation, (i) executing and filing financing or continuation statements and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall require, all in form and substance satisfactory to FINOVA, (ii) maintaining a perpetual inventory or other accounting system satisfactory to FINOVA and complete and accurate stock records, (iii) delivering to FINOVA warehouse receipts appropriate documents as required by FINOVA covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, and transferring Inventory to warehouses designated by FINOVA, (iv) placing notations on Borrower's books of account to disclose FINOVA's security interest therein and (v) delivering to FINOVA all letters of credit on which Borrower is named beneficiary. FINOVA may file, without Borrower's signature, one or more financing statements disclosing FINOVA's security interest under this Agreement. Borrower agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVA's security interest in such Collateral and, upon FINOVA's request, instruct them to hold all such Collateral for FINOVA's account subject to FINOVA's instructions. From time to time, Borrower shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVA, but Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVA's any obligation of FINOVA to make further advances hereunder has terminated, FINOVA's security interest in the Collateral shall continue in full force and effect.

Perfection and Protection of Security Interest. Borrower (a) The Debtor shall, at its expense, take perform all actions steps reasonably requested by FINOVA the Secured Party in writing at any time to perfect, maintain, protect protect, and enforce FINOVAthe Secured Party's first priority security interest and other rights in the Collateral and the priority thereof from time to timeLiens, including, without limitation, : (i) executing and filing financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance reasonably satisfactory to FINOVA, the Secured Party; (ii) maintaining a perpetual inventory subject to the provisions of the Senior Credit Agreement, delivering to the Secured Party the originals of all instruments, documents, and complete chattel paper, and accurate stock recordsall other Collateral of which the Secured Party reasonably determines it should have physical possession in order to perfect and protect the Secured Party's security interest therein, duly pledged, endorsed or assigned to the Secured Party without restriction; provided, however, that if no Event of Default exists the Secured Party will at the Debtor's request promptly, and in any event, within 5 days following receipt of request therefor, redeliver any such promissory notes and instruments to the Debtor as the Debtor may reasonably require in order to enforce its rights thereunder in the ordinary course of business; (iii) subject to the provisions of the Senior Credit Agreement, delivering to FINOVA the Secured Party warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, and transferring Inventory to warehouses designated by FINOVA, ; (iv) placing notations on Borrowerthe Debtor's books of account to disclose FINOVAthe Secured Party's security interest therein and interest; (v) subject to the provisions of the Senior Credit Agreement, delivering to FINOVA the Secured Party all letters of credit on which Borrower the Debtor is named beneficiarybeneficiary and which provide for or relates to payment of any Account; and (vi) subject to the provisions of the Senior Credit Agreement, taking such other steps as are deemed reasonably necessary or desirable by the Secured Party to maintain and protect the Secured Party's Liens. FINOVA To the extent permitted by applicable law, the Secured Party may file, without Borrowerthe Debtor's signature, one or more financing statements disclosing FINOVAthe Secured Party's security interest under this AgreementLiens or may sign any such financing statements in the name of the Debtor. Borrower The Debtor agrees that a carbon, photographic, photostatic photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVA's security interest in such Collateral and, upon FINOVA's request, instruct them to hold all such Collateral for FINOVA's account subject to FINOVA's instructions. From time to time, Borrower shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVA, but Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral shall continue in full force and effect.

Perfection and Protection of Security Interest. Borrower (a) Each Loan Party shall, at its expense, take perform all actions steps reasonably requested by FINOVA the Collateral Agent at any time to perfect, maintain, protect protect, and enforce FINOVA's first priority security interest and other rights in the Collateral and Agent’s Liens, subject to the priority thereof from time to timeterms of any Replacement Intercreditor Agreement or the Intercreditor Agreement, including, without limitation, : (i) executing, delivering, and/or filing and recording of the Copyright, Patent, and Trademark Agreements, and executing and filing financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance satisfactory to FINOVA, the Collateral Agent; (ii) maintaining a perpetual inventory to the extent constituting Revolving Facility First Lien Collateral, delivering to the Collateral Agent the originals of all instruments, documents, and complete Chattel Paper (in each case in excess of $250,000), and accurate stock recordsall other Collateral of which the Collateral Agent reasonably determines it should have physical possession in order to perfect and protect the Collateral Agent’s security interest therein, duly pledged, endorsed, or assigned to the Collateral Agent as provided herein; (iii) upon the occurrence and during the continuation of an Event of Default, delivering to FINOVA the Collateral Agent upon request (A) warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and (B) if requested by the Collateral Agent, certificates of title reflecting the Collateral Agent’s Liens covering any portion of the Collateral for which certificates of title have been issued; (iv) when an Event of Default exists, and transferring Inventory to warehouses or other locations designated by FINOVA, (iv) placing notations on Borrower's books of account to disclose FINOVA's security interest therein and the Collateral Agent; (v) upon the occurrence and during the continuance of an Event of Default, delivering to FINOVA the Collateral Agent all letters of credit constituting Collateral on which Borrower such Loan Party is named beneficiary; and (vi) taking such other steps as are reasonably deemed necessary or desirable by the Collateral Agent to maintain and protect the Collateral Agent’s Liens. FINOVA To the extent permitted by any Requirement of Law, any Replacement Intercreditor Agreement and the Intercreditor Agreement, the Collateral Agent may file, without Borrower's any Loan Party’s signature, one or more financing statements disclosing FINOVA's security interest under this Agreement. Borrower agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVA's security interest in such Collateral and, upon FINOVA's request, instruct them to hold all such Collateral for FINOVA's account subject to FINOVA's instructions. From time to time, Borrower shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVA, but Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral shall continue in full force and effectAgent’s Liens.

Perfection and Protection of Security Interest. (a) Each Borrower shall, at its expense, take perform all actions steps requested by FINOVA the Agent at any time to perfect, maintain, protect protect, and enforce FINOVAthe Agent's first priority security interest and other rights in the Collateral and the priority thereof from time to timeLiens, including, without limitation, : (i) executing, delivering, and/or filing and recording of the Mortgages, the Copyright, Patent, and Trademark Agreements, and executing and filing financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance satisfactory to FINOVA, the Agent; (ii) maintaining a perpetual inventory delivering to the Agent the originals of all instruments, documents, and complete chattel paper, and accurate stock recordsall other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent's security interest therein, duly pledged, endorsed, or assigned to the Agent without restriction; (iii) delivering to FINOVA the Agent (A) warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and (B) if requested by the Agent, certificates of title reflecting the Agent's Liens covering any portion of the Collateral for which certificates of title have been issued; (iv) when an Event of Default exists, and transferring Inventory to warehouses or other locations designated by FINOVA, (iv) placing notations on Borrower's books of account to disclose FINOVA's security interest therein and the Agent; (v) delivering to FINOVA the Agent all letters of credit on which such Borrower is named beneficiary; and (vi) taking such other steps as are reasonably deemed necessary or desirable by the Agent to maintain and protect the Agent's Liens. FINOVA To the extent permitted by any Requirement of Law, the Agent may file, without any Borrower's signature, one or more financing statements disclosing FINOVAthe Agent's security interest under this AgreementLiens. Each Borrower agrees that a carbon, photographic, photostatic photostatic, or other reproduction of this Agreement or of a financing statement executed and delivered by such Borrower is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVA's security interest in such Collateral and, upon FINOVA's request, instruct them to hold all such Collateral for FINOVA's account subject to FINOVA's instructions. From time to time, Borrower shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVA, but Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral shall continue in full force and effect.

Perfection and Protection of Security Interest. Each Borrower shall, at its expense, take all actions requested by FINOVA Lender at any time to perfect, maintain, protect and enforce FINOVALender's first priority security interest and other rights in the Collateral and the priority thereof from time to time, including, without limitation, (i) executing and filing financing or continuation statements and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA Lender shall require, all in form and substance satisfactory to FINOVALender, (ii) maintaining a perpetual inventory and complete and accurate stock records, (iii) delivering to FINOVA Lender warehouse receipts receipts, if applicable, covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, and and, after the occurrence of an Event of Default, transferring Inventory to warehouses designated by FINOVALender, (iv) placing notations on such Borrower's books of account to disclose FINOVALender's security interest therein and therein, (v) at Lender's request, delivering to FINOVA Lender all letters of credit on which such Borrower is named beneficiarybeneficiary and (vi) at Lender's request, delivering to Lender all instruments evidencing amounts owing to such Borrower. FINOVA Lender may file, without any Borrower's signature, one or more financing statements disclosing FINOVALender's security interest under this Agreement. Each Borrower agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of a Borrower's agents or processors, such Borrower shall notify such Person of FINOVALender's security interest in such Collateral and, upon FINOVALender's request, instruct them to hold all such Collateral for FINOVALender's account subject to FINOVALender's instructions. From time to time, each Borrower shall, upon FINOVALender's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVALender, but such Borrower's failure to do so shall not affect or limit FINOVALender's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVALender's obligation to make further advances hereunder has terminated, FINOVALender's security interest in the Collateral shall continue in full force and effect.

Perfection and Protection of Security Interest. Borrower (a) Each Grantor shall, at its expense, take perform all actions steps requested by FINOVA the Agent at any time and reasonably deemed necessary by the Agent to perfect, maintain, protect and enforce FINOVA's first priority security interest and other rights in the Collateral and Agent’s Liens on the priority thereof from time to timeCollateral, including, without limitation, : (i) executing executing, delivering and/or filing and recording of any Security Documents required to be delivered in accordance with the Credit Agreement and filing or authorizing the Agent to file financing or continuation statements financing change statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance reasonably satisfactory to FINOVA, the Agent; (ii) maintaining delivering to the Agent the originals of all Instruments that are Collateral from any single obligor having a perpetual inventory value in excess of $250,000 and, upon the written request of the Agent, documents and complete chattel paper that is, or represents Collateral of any Grantor from any single obligor having a value in excess of $250,000, and accurate stock recordsall other Collateral of which the Agent reasonably determines it should have physical possession in order to perfect and protect the Agent’s security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) delivering to FINOVA the Agent upon the Agent’s written request made after the occurrence and during the continuance of an Event of Default, warehouse receipts, pipeline operator receipts or receipts relating to any facility where any Collateral is located, and for which receipts are issued and certificates of title covering any portion of the Collateral located in warehouses and for which warehouse receipts are certificates of title have been issued, and transferring Inventory to warehouses designated by FINOVA, ; (iv) when an Event of Default has occurred and is continuing, transferring its Inventory to warehouses, pipelines, storage facilities or other locations designated by the Agent; (v) upon the Agent’s written request made after the occurrence and during the continuance of an Event of Default, placing notations on Borrower's any Grantor’s books of account to disclose FINOVA's the Agent’s security interest therein interest; (vi) obtaining control agreements from securities intermediaries with respect to financial assets in the possession of securities intermediaries that have a value of greater than $1,000,000 or where such financial assets are to be included in the Borrowing Base (vii) assigning and (v) delivering to FINOVA the Agent, upon the request of the Agent made after the occurrence and during the continuance of an Event of Default, means all supporting obligations including letters of credit and guarantees issued in support of any Accounts that are Collateral, including letters of credit on which Borrower one or more Grantors is named beneficiarybeneficiary with the written consent of the issuer thereof and (viii) taking such other steps as are deemed necessary by the Agent to maintain and protect the Agent’s Liens on the Collateral. FINOVA To the extent permitted by applicable law, the Agent may (and each Grantor hereby authorizes the Agent to) file, without Borrower's any Grantor’s signature, one or more financing statements disclosing FINOVA's continuation statements or other documents and amendments thereto for the purpose of perfecting, confirming, continuing, enforcing or protecting the Agent’s Liens on the Collateral. Each Grantor hereby authorizes the Agent to file financing or continuation statements, and amendments thereto, in any jurisdictions and with any filing offices as the Agent may determine (and signed only by the Agent (if necessary)), in its sole reasonable discretion, are necessary or advisable to perfect the security interest under this Agreementgranted to the Agent herein. Borrower Such financing statements may describe the Collateral in the same manner as described herein 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, advisable or prudent to ensure the perfection of the security interest in the Collateral granted to the Agent herein. Each Grantor agrees that a carbon, photographic, photostatic or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVA's security interest in such Collateral and, upon FINOVA's request, instruct them to hold all such Collateral for FINOVA's account subject to FINOVA's instructions. From time to time, Borrower shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVA, but Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral shall continue in full force and effect.

Perfection and Protection of Security Interest. Borrower shall, at ---------------------------------------------- its expense, take all actions requested by FINOVA at any time to perfect, maintain, protect and enforce FINOVA's first priority security interest and other rights in the Collateral and the priority thereof from time to time, including, without limitation, (i) executing and filing financing or continuation statements and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall require, all in form and substance satisfactory to FINOVA, (ii) maintaining a perpetual inventory and complete and accurate stock records, (iii) delivering to FINOVA warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, and transferring Inventory to warehouses designated by FINOVA, (iv) placing notations on Borrower's books of account to disclose FINOVA's security interest therein and (v) delivering to FINOVA all letters of credit on which Borrower is named beneficiary. FINOVA may file, without Borrower's signature, one or more financing statements disclosing FINOVA's security interest under this Agreement. Borrower agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVA's security interest in such Collateral and, upon FINOVA's request, instruct them to hold all such Collateral for FINOVA's account subject to FINOVA's instructions. From time to time, Borrower shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVA, but Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral shall continue in full force and effect.

Perfection and Protection of Security Interest. The Borrower shall, at its expense, take perform all actions steps requested by FINOVA the Lender at any time to perfect, maintain, protect protect, and enforce FINOVA's first priority security interest and other rights in the Collateral and the priority thereof from time to time, Security Interest including, without limitation: (a) executing and recording of the Copyright, (i) Patent and Trademark Assignments and executing and filing financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance satisfactory to FINOVA, the Lender; (ii) maintaining a perpetual inventory and complete and accurate stock records, (iiib) delivering to FINOVA the Lender the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Lender determines it should have physical possession in order to perfect and protect the Security Interest therein, duly endorsed or assigned to the Lender without restriction; (c) delivering to the Lender warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; (d) following the occurrence of an Event of Default, and transferring Inventory to warehouses designated by FINOVA, the Lender; (ive) placing notations on the Borrower's books of account to disclose FINOVA's the Security Interest; (f) executing and delivering to the Lender a security interest therein agreement relating to the Reversions in form and substance satisfactory to the Lender; (vg) delivering to FINOVA the Lender all letters of credit on which the Borrower is named beneficiary; and (h) taking such other steps as are deemed necessary by the Lender to maintain the Security Interest. FINOVA To the extent permitted by applicable law, the Lender may file, without the Borrower's signature, one or more financing statements disclosing FINOVA's security interest under this Agreementthe Security Interest. The Borrower agrees that a carbon, photographic, photostatic photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower's agents or processorsprocessor, then the Borrower shall notify the Lender thereof and shall notify such Person of FINOVA's security interest the Security Interest in such Collateral and, upon FINOVAthe Lender's requestrequest if an Event of Default has occurred and is continuing, instruct them such Person to hold all such Collateral for FINOVAthe Lender's account subject to FINOVAthe Lender's instructions. If at any time any Collateral having a value in excess of $100,000 in the aggregate is located on any Premises that are not owned by the Borrower, then the Borrower shall obtain written waivers, in form and substance satisfactory to the Lender, of all present and future Liens to which the owner or lessor or any mortgagee of such Premises may be entitled to assert against the Collateral. From time to time, the Borrower shall, upon FINOVALender's request, execute and deliver confirmatory written instruments pledging to the Collateral to FINOVALender the Collateral, but the Borrower's failure to do so shall not affect or limit FINOVAthe Security Interest or the Lender's security interest or other rights in and to the Collateral. Until the So long as this Agreement is in effect and until all Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminatedsatisfied, FINOVA's security interest in the Collateral Security Interest shall continue in full force and effecteffect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).

Perfection and Protection of Security Interest. Borrower (a) Each Loan Party shall, at its expense, take perform all actions steps requested by FINOVA the Agent at any time to more fully effectuate, perfect, maintain, protect protect, and enforce FINOVAthe Agent's first priority security interest and other rights in the Collateral and the priority thereof from time to timeLiens, including, without limitation, at the request of the Agent: (i) executing executing, delivering and/or filing and recording of the Mortgage(s) and any additional security agreements or assignments with respect to Property Rights of such Loan Party and filing or authorizing the Agent to file financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance satisfactory to FINOVA, the Agent; (ii) maintaining a perpetual inventory delivering to the Agent the originals of all Instruments, Documents, and complete Chattel Paper of such Loan Party, and accurate stock recordsall other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent's security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) delivering to FINOVA the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering any portion of the Collateral for which certificates of title have been issued; (iv) when an Event of Default exists and is continuing, and transferring its Inventory to warehouses designated by FINOVA, the Agent; (ivv) placing notations on Borrowersuch Loan Party's books of account to disclose FINOVAthe Agent's security interest therein interest; (vi) obtaining control agreements from securities intermediaries with respect to financial assets in the possession of securities intermediaries; (vii) obtaining control agreements from banks and other financial institutions with respect to deposit accounts (vas defined in the UCC) maintained at such bank or other financial institution; (viii) assigning and delivering to FINOVA the Agent all Supporting Obligations, including letters of credit on which Borrower such Loan Party is named beneficiarybeneficiary with the written consent of the issuer thereof; (ix) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent's Liens. FINOVA may file, without Borrower's signature, Each Loan Party hereby authorizes the Agent to file one or more financing statements disclosing FINOVAthe Agent's security interest under this AgreementLiens. Borrower Each Loan Party agrees that a carbon, photographic, photostatic photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVA's security interest in such Collateral and, upon FINOVA's request, instruct them to hold all such Collateral for FINOVA's account subject to FINOVA's instructions. From time to time, Borrower shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVA, but Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral shall continue in full force and effect.

Perfection and Protection of Security Interest. Borrower (a) Each Grantor shall, at its expense, take perform all actions steps reasonably requested by FINOVA the Secured Party in writing at any time to perfect, maintain, protect protect, and enforce FINOVAthe Secured Party's first priority security interest and other rights in the Collateral and the priority thereof from time to timeLiens, including, without limitation, : (i) executing and filing financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance reasonably satisfactory to FINOVA, the Secured Party; (ii) maintaining a perpetual inventory subject to the provisions of the Senior Credit Agreements, delivering to the Secured Party the originals of all instruments, documents, and complete chattel paper, and accurate stock recordsall other Collateral of which the Secured Party reasonably determines it should have physical possession in order to perfect and protect the Secured Party's security interest therein, duly pledged, endorsed or assigned to the Secured Party without restriction; provided, however, that if no Event of Default exists the Secured Party will at the Grantors' request promptly, and in any event, within 5 days following receipt of request therefor, redeliver any such promissory notes and instruments to the applicable Grantor as the applicable Grantor may reasonably require in order to enforce its rights thereunder in the ordinary course of business; (iii) subject to the provisions of the Senior Credit Agreement, delivering to FINOVA the Secured Party warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, and transferring Inventory to warehouses designated by FINOVA, ; (iv) placing notations on Borrower's the Grantors' books of account to disclose FINOVAthe Secured Party's security interest therein and interest; (v) subject to the provisions of the Senior Credit Agreement, delivering to FINOVA the Secured Party all letters of credit on which Borrower such Grantor is named beneficiarybeneficiary and which provide for or relates to payment of any Account; and (vi) subject to the provisions of the Senior Credit Agreement, taking such other steps as are deemed reasonably necessary or desirable by the Secured Party to maintain and protect the Secured Party's Liens. FINOVA To the extent permitted by applicable law, the Secured Party may file, without Borrower's the Grantors' signature, one or more financing statements disclosing FINOVAthe Secured Party's security interest under this AgreementLiens or may sign any such financing statements in the name of any Grantor. Borrower Each Grantor agrees that a carbon, photographic, photostatic photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVA's security interest in such Collateral and, upon FINOVA's request, instruct them to hold all such Collateral for FINOVA's account subject to FINOVA's instructions. From time to time, Borrower shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVA, but Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral shall continue in full force and effect.

Perfection and Protection of Security Interest. Borrower Each Option Care Person shall, at its expense, take perform all actions steps requested by FINOVA the Lenders' Agent at any time and from time to time to perfect, maintain, protect protect, and enforce FINOVA's first priority security interest and other rights in the Collateral and the priority thereof from time to time, Security Interest including, without limitation, : (ia) executing and filing UCC financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance satisfactory to FINOVA, the Lenders' Agent; (ii) maintaining a perpetual inventory and complete and accurate stock records, (iiib) delivering to FINOVA the Lenders' Agent the original certificates of title for motor vehicles with the Security Interest properly endorsed thereon; (c) delivering to the Lenders' Agent the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Lenders' Agent determines it should have physical possession in order to perfect and protect the Security Interest therein, duly endorsed or assigned to the Lenders' Agent without restriction; (d) delivering to the Lenders' Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; (e) executing and delivering to the Lenders' Agent a security agreement relating to the Reversions in form and substance satisfactory to the Lender; (f) delivering to the Lenders' Agent all letters of credit on which such Option Care Person is named beneficiary; and (g) taking such other steps as are deemed necessary or appropriate by the Lenders' Agent to maintain the Security Interest, and including, without limitation, transferring Inventory to warehouses designated by FINOVAthe Lenders' Agent from time to time (unless prohibited by a federal, (iv) placing notations on Borrower's books state or local statute or regulation governing the business of account such Option Care Person, in which case the applicable Inventory shall be transferred by such Option Care Person, after notice with respect thereto by such Option Care Person to disclose FINOVA's security interest therein the Lenders' Agent, in compliance with applicable statutes and (v) delivering to FINOVA all letters of credit on which Borrower is named beneficiaryregulations). FINOVA To the extent permitted by applicable law, the Lenders' Agent may file, without Borrowerany Option Care Person's signature, one or more financing statements disclosing FINOVA's security interest under this Agreementthe Security Interest. Borrower Each Option Care Person agrees that a carbon, photographic, photostatic photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's the agents or processorsprocessors of any Option Care Person, Borrower then such Option Care Person shall notify the Lenders' Agent thereof and shall notify such Person of FINOVA's security interest the Security Interest in such Collateral and, upon FINOVA's requestthe request of the Lenders' Agent, instruct them such Person to hold all such Collateral for FINOVA's the account of the Lenders' Agent subject to FINOVAthe instructions of the Lenders' Agent. If at any time any Collateral is located on any Premises that are not owned by an Option Care Person, other than equipment located at a patient's instructionspremises, then, at the request of the Lenders' Agent, each Option Care Person shall use reasonable efforts to obtain written waivers, in form and substance satisfactory to the Lenders' Agent, of all present and future Liens to which the owner or lessor or any mortgagee of such Premises may be entitled to assert against the Collateral. From time to time, Borrower each Option Care Person shall, upon FINOVA's requestrequest of the Lenders' Agent, execute and deliver confirmatory written instruments pledging to the Collateral to FINOVALenders' Agent, for the benefit of the Lenders and the Lenders' Agent, the Collateral, but Borroweran Option Care Person's failure to do so shall not affect or limit FINOVA's security interest the Security Interest or the other rights of the Lenders' Agent in and to the Collateral. Until the So long as this Agreement is in effect and until all Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminatedsatisfied, FINOVA's security interest in the Collateral Security Interest shall continue in full force and effecteffect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation). Without limiting the generality of the foregoing: (i) each Borrower which is not a party to a Pledge Agreement acknowledges the terms of such Pledge Agreement and agrees to comply with such terms as if it were a party to such Pledge Agreement; and (ii) each Borrower which is an "Issuer", as defined in the applicable Pledge Agreement, shall register the pledge effected by such Pledge Agreement on the books of such Borrower.

Perfection and Protection of Security Interest. (1) Each Borrower shall, at its expense, take perform all actions steps requested by FINOVA the Agent at any time to perfect, maintain, protect protect, and enforce FINOVAthe Agent's first priority security interest and other rights in the Collateral and the priority thereof from time to timeLiens, including, without limitation, : (i) executing, delivering and/or filing and recording of mortgage(s), the copyright security agreement and patent and trademark agreements and executing and filing financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance reasonably satisfactory to FINOVA, the Agent; (ii) maintaining a perpetual inventory delivering to the Agent the originals of all Instruments, Documents, and complete Chattel Paper, and accurate stock recordsall other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent's security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) delivering to FINOVA the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering any portion of the Collateral for which certificates of title have been issued; (iv) when an Event of Default has occurred and is continuing, and transferring Inventory to warehouses or other locations designated by FINOVA, the Agent; (ivv) placing notations on such Borrower's books of account to disclose FINOVAthe Agent's security interest therein interest; (vi) obtaining control agreements from securities intermediaries with respect to financial assets in the possession of securities intermediaries; (vii) assigning and (v) delivering to FINOVA the Agent all Supporting Obligations, including letters of credit on which any Borrower is named beneficiarybeneficiary with the written consent of the issuer thereof; and (viii) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent's Liens. FINOVA To the extent permitted by applicable law, the Agent may file, without any Borrower's signature, one or more financing statements disclosing FINOVAthe Agent's security interest under this AgreementLiens. Borrower agrees The Borrowers agree that a carbon, photographic, photostatic photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVA's security interest in such Collateral and, upon FINOVA's request, instruct them to hold all such Collateral for FINOVA's account subject to FINOVA's instructions. From time to time, Borrower shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVA, but Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral shall continue in full force and effect.

Perfection and Protection of Security Interest. Each Borrower shall, at its expense, take perform all actions steps requested by FINOVA the Agent at any time to perfect, maintain, protect protect, and enforce FINOVAthe Agent's first priority security interest and other rights in the Collateral and the priority thereof from time to timeLiens, including, without limitation, : (ia) executing and recording of the Mortgages and the Patent and Trademark Agreements and executing and filing financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance satisfactory to FINOVA, the Agent; (ii) maintaining a perpetual inventory and complete and accurate stock records, (iiib) delivering to FINOVA the Agent the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent's security interest therein, including the Intercompany Notes, duly pledged, endorsed or assigned to the Agent without restriction; (c) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; (d) when an Event of Default exists, and transferring Inventory to warehouses designated by FINOVA, the Agent; (ive) placing notations on such Borrower's books of account to disclose FINOVAthe Agent's security interest therein and interest; (vf) delivering to FINOVA the Agent all letters of credit on which such Borrower is named beneficiary; and (g) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent's Liens. FINOVA To the extent permitted by applicable law, the Agent may file, without the applicable Borrower's signature, one or more financing statements disclosing FINOVAthe Agent's security interest under this AgreementLiens. Each Borrower agrees that a carbon, photographic, photostatic photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of a Borrower's agents or processors, then such Borrower shall notify the Agent thereof and shall notify such Person of FINOVAthe Agent's security interest in such Collateral and, upon FINOVAthe Agent's request, instruct them such Person to hold all such Collateral for FINOVAthe Agent's account subject to FINOVAthe Agent's instructions. If at any time any Collateral is located on any operating facility of a Borrower which is not owned by such Borrower, then such Borrower shall obtain written waivers, in form and substance satisfactory to the Agent, of all present and future Liens to which the owner or lessor or any mortgagee of such premises may be entitled to assert against the Collateral. From time to time, each Borrower shall, upon FINOVAthe Agent's request, execute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Secured Creditors, the Collateral with respect to FINOVAsuch Borrower, but any Borrower's failure to do so shall not affect or limit FINOVAthe Agent's security interest or the Agent's other rights in and to the CollateralCollateral with respect to such Borrower. Until the So long as this Agreement is in effect and until all Obligations have been fully satisfied and FINOVAsatisfied, the Agent's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral Liens shall continue in full force and effecteffect in all Collateral (whether or not deemed eligible for the purpose of calculating the Maximum Revolver Amount or as the basis for any advance, loan, extension of credit, or other financial accommodation).

Perfection and Protection of Security Interest. Borrower shall, at its expense, take all actions requested by FINOVA TEXTRON at any time to perfect, maintain, protect and enforce FINOVATEXTRON's first priority security interest and other rights in the Collateral and the priority thereof from time to time, including, without limitation, (i) executing and filing financing or continuation statements and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA TEXTRON shall require, all in form and substance satisfactory to FINOVATEXTRON, (ii) maintaining a perpetual inventory and complete and accurate inventory stock records, (iii) delivering to FINOVA TEXTRON warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, and transferring Inventory to warehouses designated by FINOVATEXTRON, (iv) placing notations on Borrower's books of account to disclose FINOVATEXTRON's security interest therein therein, and (v) delivering to FINOVA TEXTRON all letters of credit on which Borrower is named beneficiary. FINOVA TEXTRON may file, without Borrower's signature, one or more financing statements disclosing FINOVATEXTRON's security interest under this Agreement. Borrower agrees that a carbon, photographic, photostatic photostat or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVATEXTRON's security interest in such Collateral and, upon FINOVATEXTRON's request, instruct them to hold all such Collateral for FINOVATEXTRON's account subject to FINOVATEXTRON's instructions. From time to time, Borrower shall, upon FINOVATEXTRON's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVATEXTRON, but Borrower's failure to do so shall not affect or limit FINOVATEXTRON's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVATEXTRON's obligation to make further advances hereunder has terminated, FINOVATEXTRON's security interest in the Collateral shall continue in full force and effect.

Perfection and Protection of Security Interest. Borrower (a) Each Grantor shall, at its expense, take perform all actions steps necessary or otherwise reasonably requested by FINOVA the Collateral Agent (at the direction of the Majority Holders) at any time to perfect, maintain, protect and enforce FINOVA's first priority security interest and other rights in the Collateral and Agent’s Liens, subject to the priority thereof from time to timeterms of each Intercreditor Agreement, including, without limitation, : (i) executing filing and recording the Copyright, Patent and Trademark Agreements and amendments thereof in the United States Patent and Trademark Office, the United States Copyright Office and any other applicable jurisdiction’s copyright, patent or trademark office, and filing financing statements or continuation statements and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall require, all in form and substance satisfactory to FINOVA, the respective Filing Office; (ii) maintaining a perpetual inventory to the extent constituting Noteholder First Lien Collateral, delivering to the Collateral Agent the originals of all instruments, documents and complete Chattel Paper (in each case in excess of $250,000), and accurate stock recordsall other Collateral of which the Collateral Agent is required to have or of which it reasonably requests to have physical possession in order to perfect and protect the Collateral Agent’s security interest therein, duly pledged, endorsed or assigned to the Collateral Agent as provided herein; (iii) delivering to FINOVA the Collateral Agent a duly executed amendment to this Agreement, in the form of Exhibit B (each, an “Amendment”), pursuant to which such Grantor will pledge any additional Collateral that constitutes Commercial Tort Claims; (iv) upon the occurrence and during the continuation of an Event of Default, delivering to the Collateral Agent (A) warehouse receipts covering any portion of the Noteholder First Lien Collateral located in warehouses and for which warehouse receipts are issued, (B) warehouse receipts covering any portion of the Intercreditor Collateral (so long as no ABL Liens are outstanding on such Collateral) located in warehouses and for which warehouse receipts are issued and (C) if requested by the Collateral Agent, certificates of title reflecting the Collateral Agent’s Liens covering any portion of the Collateral for which certificates of title have been issued; (v) when an Event of Default exists, transferring Inventory to warehouses or other locations designated by FINOVAthe Collateral Agent; (vi) upon the occurrence and during the continuance of an Event of Default, (iv) placing notations on Borrower's books of account to disclose FINOVA's security interest therein and (v) delivering to FINOVA the Collateral Agent all letters of credit constituting Collateral on which Borrower such Grantor is named beneficiary; and (vii) taking such other steps as are reasonably deemed necessary or desirable by the Collateral Agent (acting at the direction of the Majority Holders) to maintain, protect and enforce the Collateral Agent’s Liens. FINOVA To the extent permitted by any Requirement of Law, the Collateral Agent may file, without Borrower's any Grantor’s signature, one or more financing statements disclosing FINOVA's security interest under the Collateral Agent’s Liens. Each Grantor hereby authorizes the Collateral Agent to attach each Amendment to this Agreement. Borrower Agreement and agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVA's security interest all additional collateral set forth in such Collateral and, upon FINOVA's request, instruct them Amendments shall be considered to hold all such Collateral for FINOVA's account subject to FINOVA's instructions. From time to time, Borrower shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVA, but Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in and to be part of the Collateral. Until the Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral shall continue in full force and effect.

Perfection and Protection of Security Interest. Borrower shall, at its Borrower's expense, take all actions requested by FINOVA Lender at any time to perfect, maintain, protect and enforce FINOVALender's first priority security interest and other rights in the Collateral and the priority thereof from time to time, including, without limitation, (i) executing and filing financing or continuation statements and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA Lender shall require, all in form and substance satisfactory to FINOVALender, (ii) maintaining a perpetual inventory and complete and accurate stock records, (iii) delivering to FINOVA Lender warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, and transferring Inventory to warehouses designated by FINOVALender, (iv) placing notations on Borrower's books of account to disclose FINOVALender's security interest therein and (v) delivering to FINOVA Lender all letters of credit on which Borrower is named beneficiary. FINOVA Lender may file, without Borrower's signature, one or more financing statements disclosing FINOVALender's security interest under this Agreement. Borrower agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession possession, or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVALender's security interest in such Collateral and, upon FINOVALender's request, instruct them to hold all such Collateral for FINOVALender's account subject to FINOVALender's instructions. From time to time, Borrower shall, upon FINOVALender's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVALender, but Borrower's failure to do so shall not affect or limit FINOVALender's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVAand. Lender's obligation to make further advances hereunder has terminated, FINOVALender's security interest in the Collateral shall continue in full force and effect.

Perfection and Protection of Security Interest. Each Borrower shall, at its expense, take perform all actions steps requested by FINOVA the Lender at any time to perfect, maintain, protect protect, and enforce FINOVA's first priority security interest and other rights the Security Interest in the Collateral and the priority thereof from time to time, including, without limitation, : (ia) executing and recording of the Patent and Trademark Assignments and executing and filing financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all relating to the Collateral in form and substance satisfactory to FINOVA, the Lender; (ii) maintaining a perpetual inventory and complete and accurate stock records, (iiib) delivering to FINOVA the Lender, upon Lender's request therefor, the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Lender determines it should have physical possession in order to perfect and protect the Security Interest therein, duly endorsed or assigned to the Lender without restriction; (c) delivering to the Lender warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; (d) after an Event of Default that is continuing, and transferring Inventory causing notations to warehouses designated by FINOVA, (iv) placing notations be placed on each Borrower's books of account to disclose FINOVA's security interest therein and the Security Interest; (ve) delivering to FINOVA the Lender, upon Lender's request therefor, all letters of credit on which any Borrower is a named beneficiary; (f) after an Event of Default that is continuing transferring Inventory to warehouses designated by the Lender; and (g) taking such other steps as are deemed necessary by the Lender to maintain the Security Interest. FINOVA The Lender may file, without any Borrower's signature, one or more financing statements disclosing FINOVA's security interest under this Agreementthe Security Interest. Each Borrower agrees that a carbon, photographic, photostatic photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's the agents or processorsprocessors of any Borrower, then such Borrower shall notify the Lender thereof and shall notify such Person of FINOVA's security interest the Security Interest in such Collateral and, upon FINOVAthe Lender's requestrequest following an Event of Default that is continuing, instruct them such Person to hold all such Collateral for FINOVAthe Lender's account subject to FINOVAthe Lender's instructions. If at any time any Collateral is located on any premises that are not owned by a Borrower, then the Borrowers shall obtain written waivers, in form and substance reasonably satisfactory to the Lender, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral. From time to time, Borrower the Borrowers shall, upon FINOVALender's request, execute cause to be executed and deliver delivered confirmatory written instruments pledging to the Collateral to FINOVALender the Collateral, but Borrower's the Borrowers' failure to do so shall not affect or limit FINOVA's security interest or other rights the Security Interest. So long as this Agreement is in effect and to the Collateral. Until the until all Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminatedsatisfied, FINOVA's security interest in the Collateral Security Interest shall continue in full force and effecteffect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, or other financial accommodation). Upon termination of this Agreement and payment of all Obligations, the Lender shall release all Security Interests held by the Lender.

Perfection and Protection of Security Interest. Borrower (a) Grantor shall, at its expense, take perform all actions steps reasonably requested by FINOVA any Secured Party at any time to perfect, maintain, protect protect, and enforce FINOVAsuch Secured Party's first priority security interest and other rights in the Collateral and the priority thereof from time to timeLiens, including, without limitation, : (i) executing and filing financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance reasonably satisfactory to FINOVA, such Secured Party; (ii) maintaining a perpetual inventory at the Secured Parties request, delivering to the Secured Parties the originals of all Instruments, Documents, and complete Chattel Paper, and accurate stock recordsall other Collateral of which the Secured Parties reasonably determine they should have physical possession in order to perfect and protect the Secured Parties' security interest therein, duly pledged, endorsed or assigned to the Secured Parties without restriction; (iii) delivering to FINOVA the Secured Parties warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering any portion of the collateral for which certificates of title have been issued; (iv) at the request of the Secured Parties when a Event of Default has occurred and is continuing, and transferring Inventory to warehouses or other locations designated by FINOVA, the Secured Parties (ivor such Secured Party); (v) placing notations on BorrowerGrantor's books of account to disclose FINOVA's the Secured Parties' security interest therein interest; (vi) obtaining control agreements in favor of the Secured Parties from securities intermediaries with respect to financial assets in the possession of securities intermediaries; (vii) at the request of the Secured Parties, assigning and (v) delivering to FINOVA the Secured Parties all Supporting Obligations, including letters of credit on which Borrower Grantor is named beneficiarybeneficiary with the written consent of the issuer thereof; and (viii) taking such other steps as are reasonably deemed necessary or desirable by any Secured Party to maintain and protect such Secured Party's Liens. FINOVA To the extent permitted by applicable law, any Secured Party may file, without BorrowerGrantor's signature, one or more financing statements disclosing FINOVAsuch Secured Party's security interest under this AgreementLiens. Borrower Grantor agrees that a carbon, photographic, photostatic photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVA's security interest in such Collateral and, upon FINOVA's request, instruct them to hold all such Collateral for FINOVA's account subject to FINOVA's instructions. From time to time, Borrower shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVA, but Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral shall continue in full force and effect.

Perfection and Protection of Security Interest. Borrower (a) Except as explicitly set forth herein or in the Indenture and Additional Second Lien Agreements (if any) and subject to the Intercreditor Agreement, each Grantor shall, at its expense, take perform all actions requested by FINOVA at any time steps reasonably required to perfect, maintain, maintain or protect and enforce FINOVA's first priority the Collateral Agent’s Liens (subject in each case to the prior security interest and other rights granted to the First Lien Secured Parties as provided in the Collateral and the priority thereof from time to timeIntercreditor Agreement), including, without limitation, : (i) executing and filing financing or continuation statements statements, and amendments thereof thereof; (ii) executing, delivering and/or filing and executing recording in all appropriate offices the Intellectual Property Security Agreement (to the extent required under the Indenture or any other Second Lien Documents to which such Grantor is a party); (iii) causing certificates of title to be issued for all Titled Goods, the Collateral Agent’s Lien to be noted thereon in each case in accordance with the provisions of the Indenture and delivering the other Second Lien Documents to which such documents Grantor is a party; (iv) when an Event of Default has occurred and titles is continuing, placing notations on such Grantor’s books of account to disclose the Collateral Agent’s Liens; (v) taking such other steps reasonably necessary or desirable to maintain and protect the Collateral Agent’s Liens in connection the Collateral and (vi) in the case of the Security Collateral, (A) if any Pledged Debt shall be evidenced by a promissory note or other instrument with motor vehicles as FINOVA shall requirean individual amount in excess of $10,000,000, deliver and pledge to the Applicable Agent such note or instrument duly indorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to FINOVAthe Applicable Agent and (B) deliver and pledge to the Applicable Agent (in the case of the Collateral Agent, for benefit of the Secured Parties) certificates representing Pledged Equity that constitutes certificated securities, accompanied by undated stock powers executed in blank; provided that notwithstanding any other provision of this Agreement, none of the Grantors will be required to (i) take any action in any jurisdiction other than the United States of America (including any state thereof), or required by the laws of any such non-U.S. jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-U.S. jurisdiction, in order to either create any security interests (or other Liens) in assets located or titled outside of the United States of America (including any state thereof) or to perfect any security interests (or other Liens) in any non-U.S. Collateral, (ii) maintaining a perpetual inventory and complete and accurate stock recordsdeliver landlord lien waivers, estoppels or collateral access letters or (iii) delivering file any fixture filing with respect to FINOVA warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, and transferring Inventory to warehouses designated by FINOVA, (iv) placing notations on Borrower's books of account to disclose FINOVA's security interest therein and (v) delivering to FINOVA all letters of credit on which Borrower is named beneficiary. FINOVA may file, without Borrower's signature, one or more financing statements disclosing FINOVA's security interest under this Agreement. Borrower agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVA's security interest in such Collateral and, upon FINOVA's request, instruct them fixtures affixed to hold all such Collateral for FINOVA's account subject or attached to FINOVA's instructions. From time to time, Borrower shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVA, but Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral shall continue in full force and effectany real property.

Perfection and Protection of Security Interest. Borrower (a) The Borrowers ------------------------------------------------ shall, at its their expense, take perform all actions steps requested by FINOVA the Agent at any time to perfect, maintain, protect protect, and enforce FINOVAthe Agent's first priority security interest and other rights in the Collateral and the priority thereof from time to timeLiens, including, without limitation, : (i) executing, delivering and/or filing and recording of Mortgage(s) covering all Real Property acquired by either Borrower after the Closing Date, the Patent and Trademark Agreements and executing and filing financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance satisfactory to FINOVA, the Agent; (ii) maintaining a perpetual inventory delivering to the Agent the originals of all instruments, documents, and complete chattel paper, and accurate stock recordsall other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent's security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) delivering to FINOVA the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and, at the request of the Agent, delivering to the Agent certificates of title covering any portion of the Collateral acquired on or after the Closing Date for which certificates of title have been issued; (iv) when an Event of Default exists, and transferring Inventory to warehouses designated by FINOVA, the Agent; (ivv) placing notations on Borrower's the Borrowers' books of account to disclose FINOVAthe Agent's security interest therein and interest; (vvi) delivering to FINOVA the Agent all letters of credit on which either Borrower is named beneficiary; and (vii) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent's Liens. FINOVA To the extent permitted by applicable law, the Agent may file, without either Borrower's signature, one or more financing statements disclosing FINOVAthe Agent's security interest under this AgreementLiens. Borrower agrees The Borrowers agree that a carbon, photographic, photostatic photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If Notwithstanding anything contained in this Agreement or any Collateral is at other Loan Document, the Borrowers shall not be required to perfect the Agent's Liens in any time in patents purchased as permitted under clause (h) of the possession or control definition of Restricted Investment to the extent such patents are registered under the laws of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVA's security interest in such Collateral and, upon FINOVA's request, instruct them to hold all such Collateral for FINOVA's account subject to FINOVA's instructions. From time to time, Borrower shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging country other than the Collateral to FINOVA, but Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral shall continue in full force and effectUnited States.

Perfection and Protection of Security Interest. Borrower (a) Each Grantor shall, at its expense, take perform all actions steps reasonably requested by FINOVA the Lender at any time to perfect, maintain, protect protect, and enforce FINOVA's first priority security interest and other rights in the Collateral and the priority thereof from time to timeLender’s Liens, including, without limitation, : (i) executing, delivering and/or filing and recording of the Memorandum and Notice of Security Interest in Intellectual Property and executing and filing financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance reasonably satisfactory to FINOVA, the Lender; (ii) maintaining a perpetual inventory delivering to the Lender the originals of all Instruments, Documents, and complete tangible Chattel Paper, and accurate stock recordsall other Collateral in such Grantor’s possession of which the Lender reasonably determines it should have physical possession in order to perfect or protect the Lender’s security interest therein, duly pledged, endorsed, or assigned to the Lender without restriction; (iii) delivering to FINOVA warehouse receipts the Lender certificates of title covering any portion of the Collateral located in warehouses and collateral for which warehouse receipts are certificates of title have been issued, and transferring Inventory to warehouses designated by FINOVA, ; (iv) placing notations on Borrower's such Grantor’s books of account to disclose FINOVA's the Lender’s security interest therein and interest; (v) assigning and, upon the Lender’s request during the continuance of an Event of Default, delivering to FINOVA the Lender all such Grantor’s Supporting Obligations, including letters of credit on which Borrower such Grantor is named beneficiarybeneficiary with the written consent of the issuer thereof; and (vi) taking such other steps as are deemed reasonably necessary or desirable by the Lender to maintain and protect the Lender’s Liens. FINOVA may file, without Borrower's signature, one or more financing statements disclosing FINOVA's security interest under this Agreement. Borrower Each Grantor agrees that a carbon, photographic, photostatic photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVA's security interest in such Collateral and, upon FINOVA's request, instruct them to hold all such Collateral for FINOVA's account subject to FINOVA's instructions. From time to time, Borrower shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVA, but Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral shall continue in full force and effect.

Perfection and Protection of Security Interest. The Borrower shall, at its expense, take perform all actions steps requested by FINOVA the Lender at any time to perfect, maintain, protect protect, and enforce FINOVA's first priority security interest and other rights in the Collateral and the priority thereof from time to time, Security Interest including, without limitation, : (ia) executing and recording of the Patent and Trademark Assignment and executing and filing financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance satisfactory to FINOVA, the Lender; (ii) maintaining a perpetual inventory and complete and accurate stock records, (iiib) delivering to FINOVA the Lender the original certificates of title for motor vehicles with the Security Interest properly endorsed thereon; (c) delivering to the Lender the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Lender determines it should have physical possession in order to perfect and protect the Security Interest therein, duly endorsed or assigned to the Lender without restriction; (d) delivering to the Lender warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, and ; (e) transferring Inventory to warehouses designated by FINOVA, the Lender; (ivf) placing notations on the Borrower's books of account to disclose FINOVA's the Security Interest; (g) executing and delivering to the Lender a security interest therein agreement relating to the Reversions in form and substance satisfactory to the Lender; (vh) delivering to FINOVA the Lender all letters of credit on which the Borrower is named beneficiary; and (i) taking such other steps as are deemed necessary by the Lender to maintain the Security Interest. FINOVA To the extent permitted by applicable law, the Lender may file, without the Borrower's signature, one or more financing statements disclosing FINOVA's security interest under this Agreementthe Security Interest. The Borrower agrees that a carbon, photographic, photostatic photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower's agents or processors, then the Borrower shall notify the Lender thereof and shall notify such Person of FINOVA's security interest the Security Interest in such Collateral and, upon FINOVAthe Lender's request, instruct them such Person to hold all such Collateral for FINOVAthe Lender's account subject to FINOVAthe Lender's instructions. If at any time any Collateral is located on any Premises that are not owned by the Borrower, then the Borrower shall obtain written waivers, in form and substance satisfactory to the Lender, of all present and future Liens to which the owner or lessor or any mortgagee of such Premises may be entitled to assert against the Collateral. From time to time, the Borrower shall, upon FINOVALender's request, execute and deliver confirmatory written instruments pledging to the Collateral to FINOVALender the Collateral, but the Borrower's failure to do so shall not affect or limit FINOVAthe Security Interest or the Lender's security interest or other rights in and to the Collateral. Until the So long as this Agreement is in effect and until all Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminatedin accordance with the terms hereof, FINOVA's security interest in the Collateral Security Interest shall continue in full force and effecteffect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).

Perfection and Protection of Security Interest. The Borrower shall, at its expense, take perform all actions steps requested in good faith by FINOVA the Lender at any time to perfect, maintain, protect protect, and enforce FINOVA's first priority security interest and other rights in the Collateral and the priority thereof from time to timeSecurity Interest, including, without limitation, : (ia) executing and recording of the Trademark Security Agreements and executing and filing financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance satisfactory to FINOVA, the Lender; (ii) maintaining a perpetual inventory and complete and accurate stock records, (iiib) delivering to FINOVA the Lender the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Lender determines it should have physical possession in order to perfect and protect the Security Interest therein, duly endorsed or assigned to the Lender without restriction; (c) delivering to the Lender upon request warehouse receipts covering any portion of the Collateral located in warehouses and for which negotiable warehouse receipts are issued, ; (d) executing and transferring Inventory delivering to warehouses designated by FINOVA, the Lender upon request a security agreement relating to the Reversions in form and substance satisfactory to the Lender; (iv) placing notations on Borrower's books of account to disclose FINOVA's security interest therein and (ve) delivering to FINOVA the Lender upon request all letters of credit on which the Borrower or a Guarantor is named beneficiary; and (f) taking such other steps as are deemed necessary by the Lender to maintain the Security Interest. FINOVA To the extent permitted by applicable law, the Lender may file, without the Borrower's signature, one or more financing statements disclosing FINOVA's security interest under this Agreementthe Security Interest. The Borrower agrees that a carbon, photographic, photostatic photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral or Guarantor Collateral is at any time in the possession or control of any warehouseman, any bailee or any agent of Borrower's agents the Borrower or any Guarantor or processors, then the Borrower shall notify (or cause the relevant Guarantor to notify) the Lender thereof and shall notify such Person of FINOVAthe Lender's security interest in such Collateral and Guarantor Collateral, as the case may be, and, upon FINOVAthe Lender's request, instruct them such Person to hold all such Collateral and Guarantor Collateral, as the case may be, for FINOVAthe Lender's account subject to FINOVAthe Lender's instructions. If at any time any Collateral or Guarantor Collateral is located on any Premises that are not owned by the Borrower or any Guarantor, then the Borrower shall request (or cause the relevant Guarantor to request) written waivers, in form and substance satisfactory to the Lender, of all present and future Liens to which the owner or lessor or any mortgagee of such Premises may be entitled to assert against the Collateral and Guarantor Collateral, as the case may be; provided, however, if such waivers are not obtained by the 90th day after the Closing Date, the Lender, in its discretion, may, thereafter, establish a Rental Reserve with respect to such Premises. The Lender shall give the Borrower three Business Days' notice of the establishment of any Rental Reserve, by location. From time to time, the Borrower shall, upon FINOVAthe Lender's request, execute and deliver confirmatory written instruments pledging to the Collateral to FINOVALender the Collateral, but the Borrower's failure to do so shall not affect or limit FINOVAthe Security Interest or the Lender's security interest or other rights in and to the Collateral. Until the So long as this Agreement is in effect and until all Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminatedsatisfied, FINOVA's security interest in the Collateral Security Interest shall continue in full force and effecteffect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).

Perfection and Protection of Security Interest. Borrower shall, at its expense, take all actions requested by FINOVA at any time to perfect, maintain, protect and enforce FINOVACB&T's first priority security interest and other rights in the Collateral and the priority thereof from time to time, including, without limitation, (i) executing and filing financing or continuation statements and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA CB&T shall require, all in form and substance satisfactory to FINOVACB&T, (ii) maintaining a perpetual inventory and complete and accurate stock recordsif requested by CB&T, (iii) delivering to FINOVA CB&T warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, and transferring Inventory to warehouses designated (iii) if requested by FINOVACB&T, (iv) placing notations on Borrower's books of account to disclose FINOVACB&T's security interest therein therein, and (viv) if requested by CB&T, delivering to FINOVA CB&T all letters of credit on which Borrower is named beneficiarybeneficiary and (v) if requested by CB&T, with respect to any Customer who is in default of its obligations under the Customer Loan Documents, assigning to CB&T all UCC financing statements, fixture filings, mortgages, trust deeds and all other evidences of security interests or assignments filed in any public record against any Customer Loan Collateral of such Customer or any other asset of such Customer, Customer Obligors or other account debtors and delivering to the possession of CB&T all original loan agreements, promissory notes, stock certificates and all other chattel paper and instruments. FINOVA CB&T may file, without Borrower's signature, one or more financing statements disclosing FINOVACB&T's security interest under this Agreement. Borrower agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVACB&T's security interest in such Collateral and, upon FINOVACB&T's request, instruct them to hold all such Collateral for FINOVACB&T's account subject to FINOVA's instructions. From time to time, Borrower shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVA, but Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral shall continue in full force and effect.CB&T's

Perfection and Protection of Security Interest. Borrower (a) Each Grantor shall, at its expense, take perform all actions reasonable steps requested by FINOVA Purchaser at any time to perfect, maintain, protect protect, and enforce FINOVA's first priority security interest and other rights in the Collateral and the priority thereof from time to timePurchaser’s Liens, including, without limitation, : (i) executing and filing financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance reasonably satisfactory to FINOVA, Purchaser; (ii) maintaining a perpetual inventory delivering to Purchaser the originals of all Instruments, Documents, and complete Chattel Paper, and accurate stock recordsall other Collateral of which Purchaser reasonably determines it should have physical possession in order to perfect and protect Purchaser’s security interest therein, duly pledged, endorsed or assigned to Purchaser without restriction; (iii) delivering to FINOVA Purchaser warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering any portion of the Collateral for which certificates of title have been issued; (iv) when an Event of Default has occurred and is continuing, and transferring Inventory to warehouses or other locations designated by FINOVA, Purchaser; (ivv) placing notations on Borrower's such Grantor’s books of account to disclose FINOVA's Purchaser’s security interest therein interest; (vi) obtaining control agreements from securities intermediaries with respect to financial assets in the possession of securities intermediaries; (vii) assigning and (v) delivering to FINOVA Purchaser all Supporting Obligations, including letters of credit on which Borrower such Grantor is named beneficiaryas beneficiary with the written consent of the issuer thereof; and (viii) taking such other steps as are reasonably deemed necessary or desirable by Purchaser to maintain and protect Purchaser’s Liens. FINOVA To the extent permitted by applicable law, Purchaser may file, without Borrower's such Grantor’s signature, one or more financing statements disclosing FINOVA's security interest under this AgreementPurchaser’s Liens. Borrower Each Grantor agrees that a carbon, photographic, photostatic photo static, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time For so long as the obligations under the Senior Credit Agreement remain in effect, the possession or control of any warehousemanrequirement to physically deliver to Purchaser certificated securities, bailee or any of Borrower's agents or processorsInstruments, Borrower shall notify such Person of FINOVA's security interest in such Collateral and, upon FINOVA's request, instruct them Documents and tangible Chattel Paper also pledged to hold all such Collateral for FINOVA's account subject to FINOVA's instructions. From time to time, Borrower shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVA, but Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in and secure obligations to the Collateral. Until Senior Lender under the Obligations have been fully Senior Credit Documents shall be satisfied by delivering the foregoing to the Senior Lender and FINOVA's obligation to make further advances hereunder has terminatedobtaining the written acknowledgement of the Senior Lender that it holds such certificated securities, FINOVA's security interest in Instruments, Documents and tangible Chattel Paper for the Collateral shall continue in full force and effectbenefit of Purchaser.

Perfection and Protection of Security Interest. Borrower shall, at its expense, take all actions requested by FINOVA at any time to perfect, maintain, protect and enforce FINOVA's first priority security interest and other rights in the Collateral and the priority thereof from time to time, including, without limitation, (i) executing and filing financing or continuation statements and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall require, all in form and substance satisfactory to FINOVA, (ii) maintaining a perpetual inventory and complete and accurate stock records, (iii) delivering to FINOVA warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, and transferring Inventory to warehouses designated by FINOVA, (iv) placing notations on Borrower's books of account to disclose FINOVA's security interest therein and (v) delivering to FINOVA all letters of credit on which Borrower is named beneficiary. FINOVA may file, without Borrower's signature, one or more financing statements disclosing FINOVA's security interest under this Agreement. Borrower agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVA's security interest in such Collateral and, upon FINOVA's request, instruct them to hold all such Collateral for FINOVA's account subject to FINOVA's instructions. From time to time, Borrower shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVA, but Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral shall continue in full force and effect.'s

Perfection and Protection of Security Interest. Borrower (a) The Grantor shall, at its expense, take perform all actions steps requested by FINOVA the Agent at any time to perfect, maintain, protect protect, and enforce FINOVAthe Agent's first priority security interest and Liens granted under this Security Agreement or any other rights in the Collateral and the priority thereof from time to timeLoan Document, including, without limitation, : (i) executing, delivering and/or filing and recording of the Mortgages and executing and filing financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance reasonably satisfactory to FINOVA, the Agent; (ii) maintaining a perpetual inventory delivering to the Agent the originals of all Instruments, Documents, and complete tangible Chattel Paper, and accurate stock recordsall other Collateral in Grantor's possession of which the Agent determines it should have physical possession in order to perfect and protect the Agent's security interest therein, duly pledged, endorsed, or assigned to the Agent without restriction; (iii) delivering to FINOVA the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering any portion of the collateral for which certificates of title have been issued; (iv) when an Event of Default has occurred and is continuing, and transferring Inventory to warehouses or other locations designated by FINOVA, the Agent; (ivv) placing notations on Borrowerthe Grantor's books of account to disclose FINOVAthe Agent's security interest therein and interest; (vvi) assigning and, upon the Agent's request during the continuance of an Event of Default, delivering to FINOVA the Agent all Supporting Obligations, including letters of credit on which Borrower such Grantor is named beneficiarybeneficiary with the written consent of the issuer thereof; and (vii) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent's Liens. FINOVA may file, without Borrower's signature, one or more financing statements disclosing FINOVA's security interest under this Agreement. Borrower The Grantor agrees that a carbon, photographic, photostatic photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVA's security interest in such Collateral and, upon FINOVA's request, instruct them to hold all such Collateral for FINOVA's account subject to FINOVA's instructions. From time to time, Borrower shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVA, but Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral shall continue in full force and effect.

Perfection and Protection of Security Interest. The Borrower shall, at its expense, take perform all actions reasonable steps requested by FINOVA the Lender at any time to perfect, maintain, protect protect, and enforce FINOVA's first priority security interest and other rights in the Collateral and the priority thereof from time to time, Security Interest including, without limitation, : (ia) executing and recording of the Patent and Trademark Assignments and executing and filing financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance satisfactory to FINOVAthe Lender; (b) delivering, upon request, to the Lender the original certificates of title for motor vehicles with the Security Interest properly endorsed thereon; (iic) maintaining a perpetual inventory delivering, upon request, to the Lender the originals of all instruments other than negotiable instruments received in the ordinary course of business, documents, and complete chattel paper, and accurate stock recordsall other Collateral of which the Lender determines it should have physical possession in order to perfect and protect the Security Interest therein, duly endorsed or assigned to the Lender without restriction; (iiid) delivering delivering, upon request, to FINOVA the Lender warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; (e) when an Event of Default occurs and is continuing, and transferring Inventory to warehouses designated by FINOVA, the Lender; (ivf) placing notations on the Borrower's books of account to disclose FINOVA's security interest therein the Security Interest; (g) executing and (v) delivering to FINOVA the Lender a security agreement relating to the Reversions in form and substance satisfactory to the Lender; (h) delivering, upon request, to the Lender all letters of credit on which the Borrower is named beneficiary; and (i) taking such other reasonable steps as are deemed necessary by the Lender to maintain the Security Interest. FINOVA To the extent permitted by applicable law, the Lender may file, without the Borrower's signature, one or more financing statements disclosing FINOVA's security interest under this Agreementthe Security Interest. The Borrower agrees that a carbon, photographic, photostatic photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower's agents or processors, then the Borrower shall notify the Lender thereof and shall notify such Person of FINOVA's security interest the Security Interest in such Collateral and, upon FINOVAthe Lender's requestrequest when an Event of Default occurs and is continuing, instruct them such Person to hold all such Collateral for FINOVAthe Lender's account subject to FINOVAthe Lender's instructions. If at any time any Collateral is located on any Premises that are not owned by the Borrower, then the Borrower shall use reasonable efforts to obtain written waivers, in form and substance satisfactory to the Lender, of all present and future Liens to which the owner or lessor or any mortgagee of such premises may be entitled to assert against the Collateral. From time to time, the Borrower shall, upon FINOVALender's request, execute and deliver confirmatory written instruments pledging to the Collateral to FINOVALender the Collateral, but the Borrower's failure to do so shall not affect or limit FINOVAthe Security Interest or the Lender's security interest or other rights in and to the Collateral. Until the So long as this Agreement is in effect and until all Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminatedsatisfied, FINOVA's security interest in the Collateral Security Interest shall continue in full force and effecteffect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).

Perfection and Protection of Security Interest. The Borrower and each member of the GTS Consolidated Group shall, at its expense, take perform all actions steps reasonably requested by FINOVA the Lender at any time to perfect, maintain, protect protect, and enforce FINOVA's first priority security interest and other rights in the Collateral and the priority thereof from time to time, Security Interest including, without limitation: (a) causing Parent to execute and record the Patent and Trademark Assignments (provided, (ihowever, that Lender agrees not to record any such assignments outside of the United States unless and until an Event of Default has occurred) and executing and filing financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance satisfactory to FINOVA, the Lender; (ii) maintaining a perpetual inventory and complete and accurate stock records, (iiib) delivering to FINOVA the Lender the original certificates of title for motor vehicles with the Security Interest properly endorsed thereon if required; (c) delivering to the Lender the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Lender determines it should have physical possession in order to perfect and protect the Security Interest therein, duly endorsed or assigned to the Lender without restriction; (d) delivering to the Lender warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, and ; (e) transferring Inventory to warehouses designated by FINOVA, the Lender; (ivf) placing notations on the Borrower's books of account to disclose FINOVA's the Security Interest; (g) executing and delivering to the Lender a security interest therein agreement relating to the Reversions in form and substance satisfactory to the Lender; (vh) delivering to FINOVA the Lender all letters of credit on which the Borrower is named beneficiary; and (i) taking such other steps as are deemed necessary by the Lender to maintain the Security Interest. FINOVA To the extent permitted by applicable law, the Lender may file, without the Borrower's signaturesignature or that of any member of the GTS Consolidated Group, one or more financing statements disclosing FINOVA's security interest under this Agreementthe Security Interest. Borrower agrees All parties agree that a carbon, photographic, photostatic photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower's agents or processors, then the Borrower shall notify the Lender thereof and shall notify such Person of FINOVA's security interest the Security Interest in such Collateral and, upon FINOVAthe Lender's request, instruct them such Person to hold all such Collateral for FINOVAthe Lender's account subject to FINOVAthe Lender's instructions. If at any time any Collateral is located on any Premises that are not owned by the Borrower, then the Borrower shall obtain written waivers, in form and substance satisfactory to the Lender, of all present and future Liens to which the owner or lessor or any mortgagee of such Premises may be entitled to assert against the Collateral. From time to time, the Borrower shall, upon FINOVALender's request, execute and deliver confirmatory written instruments pledging to the Collateral to FINOVALender the Collateral, but the Borrower's failure to do so shall not affect or limit FINOVAthe Security Interest or the Lender's security interest or other rights in and to the Collateral. Until the So long as this Agreement is in effect and until all Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminatedsatisfied, FINOVA's security interest in the Collateral Security Interest shall continue in full force and effecteffect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).

Perfection and Protection of Security Interest. (a) Borrower authorizes Agent to file one or more financing statements disclosing Agent’s security interest and Lien under this Agreement, and to correct or complete, or cause to be corrected or completed, any financing statements, continuation statements or other such documents as have been filed naming Borrower as debtor and Agent as secured party, and to give notice to any creditor or landlord of Borrower or to any other Person who Agent may reasonably determine is necessary or desirable under applicable law to give notice to perfect or preserve Agent’s interests in the Collateral. Borrower shall, at its expense, take perform all actions steps requested by FINOVA Agent at any time to perfect, maintain, protect and enforce FINOVA's first priority security interest and other rights in the Collateral and the priority thereof from time to timeAgent’s Liens, including, without limitation, : (i) executing and filing financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance satisfactory to FINOVA, Agent; (ii) maintaining a perpetual inventory delivering to Agent the originals of all instruments, documents and complete chattel paper, and accurate stock recordsall other Collateral of which Agent determines it should have physical possession in order to perfect and protect Agent’s security interest therein, duly pledged, indorsed or assigned to Agent without restriction; (iii) delivering to FINOVA Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; (iv) when an Event of Default exists, and transferring Inventory to warehouses designated by FINOVA, Agent; (ivv) placing notations on Borrower's ’s books of account to disclose FINOVA's Agent’s security interest therein and interest; (vvii) delivering to FINOVA Agent all letters of credit on which Borrower is named beneficiary; and (viii) taking such other steps as are deemed necessary or desirable by Agent to maintain and protect Agent’s Liens. FINOVA Agent may file, without Borrower's signature, file one or more financing statements disclosing FINOVA's security interest under this AgreementAgent’s Liens. Borrower agrees that a A carbon, photographic, photostatic photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVA's security interest in such Collateral and, upon FINOVA's request, instruct them to hold all such Collateral for FINOVA's account subject to FINOVA's instructions. From time to time, ratifies each financing statement listing Borrower shall, upon FINOVA's request, execute as debtor and deliver confirmatory written instruments pledging the Collateral to FINOVA, but Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in Agent as secured party and that was filed prior to the Collateral. Until the Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral shall continue in full force and effectexecution of this Agreement.

Perfection and Protection of Security Interest. The Borrower and each LSB Guarantor Subsidiary shall, at its expense, take perform all actions steps requested by FINOVA the Lender at any time to perfect, maintain, protect protect, and enforce FINOVA's first priority security interest and other rights the Security Interest in the Collateral and the priority thereof from time to time, including, without limitation, : (ia) executing and recording of the Patent and Trademark Assignments and executing and filing financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all relating to the Collateral in form and substance satisfactory to FINOVA, the Lender; (ii) maintaining a perpetual inventory and complete and accurate stock records, (iiib) delivering to FINOVA the Lender, upon Lender's request therefor, the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Lender determines it should have physical possession in order to perfect and protect the Security Interest therein, duly endorsed or assigned to the Lender without restriction; (c) delivering to the Lender warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; (d) after an Event of Default that is continuing, causing notations to be placed on the Borrower's and each LSB Guarantor Subsidiary's books of account to disclose the Security Interest; (e) delivering to the Lender, upon Lender's request therefor, all letters of credit on which the Borrower or any LSB Guarantor Subsidiary is a named beneficiary; (f) after an Event of Default that is continuing transferring Inventory to warehouses designated by FINOVA, (iv) placing notations on Borrower's books of account to disclose FINOVA's security interest therein the Lender; and (vg) delivering taking such other steps as are deemed necessary by the Lender to FINOVA all letters of credit on which Borrower is named beneficiarymaintain the Security Interest. FINOVA The Lender may file, without the Borrower's signaturesignature or that of any LSB Guarantor Subsidiary, one or more financing statements disclosing FINOVA's security interest under this Agreementthe Security Interest. The Borrower agrees that a carbon, photographic, photostatic photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's the agents or processorsprocessors of Borrower or any LSB Guarantor Subsidiary, then the Borrower shall notify the Lender thereof and shall notify such Person of FINOVA's security interest the Security Interest in such Collateral and, upon FINOVAthe Lender's requestrequest following an Event of Default that is continuing, instruct them such Person to hold all such Collateral for FINOVAthe Lender's account subject to FINOVAthe Lender's instructions. If at any time any Collateral is located on any premises that are not owned by the Borrower or a LSB Guarantor Subsidiary, then the Borrower shall obtain written waivers, in form and substance reasonably satisfactory to the Lender, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral. From time to time, the Borrower shall, upon FINOVALender's request, execute cause to be executed and deliver delivered confirmatory written instruments pledging to the Collateral to FINOVALender the Collateral, but the Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights the Security Interest. So long as this Agreement is in effect and to the Collateral. Until the until all Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminatedsatisfied, FINOVA's security interest in the Collateral Security Interest shall continue in full force and effecteffect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, or other financial accommodation). Upon termination of this Agreement and payment of all Obligations, the Lender shall release all Security Interests held by the Lender.

Perfection and Protection of Security Interest. Borrower Each Option Care Person shall, at its expense, take perform all actions steps requested by FINOVA the Lender at any time and from time to time to perfect, maintain, protect protect, and enforce FINOVA's first priority security interest and other rights in the Collateral and the priority thereof from time to time, Security Interest including, without limitation, : (ia) executing and filing UCC financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance satisfactory to FINOVA, the Lender; (ii) maintaining a perpetual inventory and complete and accurate stock records, (iiib) delivering to FINOVA the Lender the original certificates of title for motor vehicles with the Security Interest properly endorsed thereon; (c) delivering to the Lender the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Lender determines it should have physical possession in order to perfect and protect the Security Interest therein, duly endorsed or assigned to the Lender without restriction; (d) delivering to the Lender warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, ; (e) executing and transferring Inventory delivering to warehouses designated by FINOVA, the Lender a security agreement relating to the Reversions in form and substance satisfactory to the Lender; (iv) placing notations on Borrower's books of account to disclose FINOVA's security interest therein and (vf) delivering to FINOVA the Lender all letters of credit on which Borrower such Option Care Person is named beneficiary; and (g) taking such other steps as are deemed necessary or appropriate by the Lender to maintain the Security Interest. FINOVA To the extent permitted by applicable law, the Lender may file, without Borrowerany Option Care Person's signature, one or more financing statements disclosing FINOVA's security interest under this Agreementthe Security Interest. Borrower Each Option Care Person agrees that a carbon, photographic, photostatic photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's the agents or processorsprocessors of any Option Care Person, Borrower then such Option Care Person shall notify the Lender thereof and shall notify such Person of FINOVA's security interest the Security Interest in such Collateral and, upon FINOVAthe Lender's request, instruct them such Person to hold all such Collateral for FINOVAthe Lender's account subject to FINOVAthe Lender's instructions. If at any time any Collateral is located on any Premises that are not owned by an Option Care Person, other than equipment located at a patient's premises, then, at the request of the Lender, each Option Care Person shall use reasonable efforts to obtain written waivers, in form and substance satisfactory to the Lender, of all present and future Liens to which the owner or lessor or any mortgagee of such Premises may be entitled to assert against the Collateral. From time to time, Borrower each Option Care Person shall, upon FINOVALender's request, execute and deliver confirmatory written instruments pledging to the Collateral to FINOVALender the Collateral, but Borroweran Option Care Person's failure to do so shall not affect or limit FINOVAthe Security Interest or the Lender's security interest or other rights in and to the Collateral. Until the So long as this Agreement is in effect and until all Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminatedsatisfied, FINOVA's security interest in the Collateral Security Interest shall continue in full force and effecteffect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation). Without limiting the generality of the foregoing: (i) each Borrower which is not a party to a Pledge Agreement acknowledges the terms of such Pledge Agreement and agrees to comply with such terms as if it were a party to such Pledge Agreement; and (ii) each Borrower which is an "Issuer", as defined in the applicable Pledge Agreement, shall register the pledge effected by such Pledge Agreement on the books of such Borrower.

Perfection and Protection of Security Interest. (1) The Borrower shall, at its expense, take perform all actions steps requested by FINOVA the Agent at any time to perfect, maintain, protect protect, and enforce FINOVAthe Agent's first priority security interest and other rights in the Collateral and the priority thereof from time to timeLiens, including, without limitation, : (i) executing, delivering and/or filing and recording of the Mortgage(s), the Trademark Patent and Copyright Agreements and/or amendments thereto and executing and filing financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance reasonably satisfactory to FINOVA, the Agent; (ii) maintaining delivering to the Agent the originals of all instruments, documents, and chattel paper, and all other Collateral having a perpetual inventory value in excess of $250,000 in the aggregate of which the Agent determines it should have physical possession in order to perfect and complete protect the Agent's security interest therein (other than Secured Note Collateral), duly pledged, endorsed or assigned to the Agent without restriction; provided that with respect to any Collateral that constitutes Shared Collateral, the Collateral Agent may continue to remain in possession thereof, subject to the terms of the Pledge Agreement, the Parent Pledge Agreement and accurate stock records, the Intercreditor Agreement; (iii) delivering to FINOVA the Agent negotiable warehouse receipts covering any portion of the Collateral (other than Secured Note Collateral) located in warehouses and for which negotiable warehouse receipts are issued; (iv) when an Event of Default exists, and transferring Inventory to warehouses designated by FINOVA, the Agent; (ivv) placing notations on the Borrower's books of account to disclose FINOVAthe Agent's security interest therein and interest; (vvi) delivering to FINOVA the Agent all letters of credit (other than Secured Note Collateral) on which the Borrower is named beneficiary; and (vii) taking such other steps as are deemed necessary or reasonably desirable by the Agent to maintain and protect the Agent's Liens. FINOVA To the extent permitted by applicable law, the Agent may file, without the Borrower's signature, one or more financing statements disclosing FINOVAthe Agent's security interest under this AgreementLiens. The Borrower agrees that a carbon, photographic, photostatic photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVA's security interest in such Collateral and, upon FINOVA's request, instruct them to hold all such Collateral for FINOVA's account subject to FINOVA's instructions. From time to time, Borrower shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVA, but Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral shall continue in full force and effect.

Perfection and Protection of Security Interest. (a) The Borrower and each Guarantor shall, at its their expense, take perform all actions steps reasonably requested by FINOVA the Agent at any time to perfect, maintain, protect protect, and enforce FINOVAthe Agent's first priority security interest and other rights in the Collateral and the priority thereof from time to timeLiens, including, without limitation, : (i) executing, delivering and/or filing and recording of the Mortgage(s), the Patent and Trademark Agreements, Pledge Agreements, Subsidiaries' share certificates and stock powers, and executing and filing financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance reasonably satisfactory to FINOVA, the Agent; (ii) maintaining a perpetual inventory delivering to the Agent the originals of all instruments, documents, and complete chattel paper, and accurate stock recordsall other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent's security interest therein, duly pledged, endorsed or assigned to the Agent without restriction, including all instruments and chattel paper constituting proceeds of asset dispositions; (iii) delivering to FINOVA the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering any portion of the collateral for which certificates of title have been issued; (iv) when an Event of Default exists, and transferring Inventory to warehouses or other locations designated by FINOVA, the Agent; (ivv) placing notations on the Borrower's and the Guarantors' books of account to disclose FINOVAthe Agent's security interest therein and interest; (vvi) delivering to FINOVA the Agent all letters of credit on which the Borrower or any Guarantor is named beneficiary; and (vii) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent's Liens. FINOVA To the extent permitted by applicable law, the Agent may file, without the Borrower's or any Guarantor's signature, one or more financing statements disclosing FINOVAthe Agent's security interest under this AgreementLiens. The Borrower agrees and each Guarantor agree that a carbon, photographic, photostatic photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVA's security interest in such Collateral and, upon FINOVA's request, instruct them to hold all such Collateral for FINOVA's account subject to FINOVA's instructions. From time to time, Borrower shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVA, but Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral shall continue in full force and effect.

Perfection and Protection of Security Interest. Borrower shall, at its expense, take all actions reasonably requested by FINOVA DLL at any time to perfect, maintain, protect and enforce FINOVADLL's first priority security interest and other rights in the Collateral and the priority thereof from time to time, including, without limitation, (i) executing and filing financing or continuation statements and continuations and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance satisfactory to FINOVADLL, (ii) maintaining a perpetual inventory and complete and accurate inventory stock records, (iii) delivering to FINOVA DLL warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, and transferring Inventory to warehouses designated by FINOVADLL, (iv) placing notations on Borrower's books delivering to DLL any and all other Documents covering any portion of account to disclose FINOVA's security interest therein the Collateral; (iv) [RESERVED], and (v) delivering upon the request of DLL, taking all actions necessary to FINOVA give DLL “control” of any and all letters Deposit Accounts, Electronic Chattel Paper, Investment Property and/or Letter-of-Credit Rights as defined and provided for in Sections 9-104, 9-105, 9-106 and 9-107 of credit on the Code respectively. Borrower represents and covenants that as of the date hereof, Borrower has no Commercial Tort Claims, and covenants and agrees that if Borrower shall at any time hereafter acquire any Commercial Tort Claims, Borrower, promptly and in any event within five (5) days of the filing of any complaint by Borrower with respect to any such Commercial Tort Claim or Borrower otherwise becoming aware that such a Commercial Tort Claim has arisen or been acquired, Borrower shall given written notice to DLL of the filing of such complaint and/or acquisition of such Commercial Tort Claim, which notice shall include a reasonably detailed description of such Commercial Tort Claim. Borrower is named beneficiaryshall provide any other information reasonably requested by DLL from time to time regarding any such Commercial Tort Claim and shall from time to time execute and deliver to DLL any security agreements or other documents requested by DLL in order to create, perfect, preserve and protect a security interest in favor of DLL in each such Commercial Tort Claim. FINOVA may Borrower hereby authorizes DLL to file, without Borrower's signaturesignature to the extent permitted by the Code and/or any other applicable law, one or more financing statements disclosing FINOVAin such jurisdictions as DLL shall elect in its Permitted Discretion naming Borrower as the “debtor” and DLL as the “secured party” and indicating as the collateral covered thereby a description of the Collateral, which such description of the Collateral may consist of the words “all assets” or “all personal property” of Borrower, and Borrower further authorizes DLL to file, without Borrower's signature to the extent permitted by the Code and/or any other applicable law, any and all amendments to and continuations of such financing statements as DLL shall elect in its Permitted Discretion. Subject to any applicable provisions of the MRA Intercreditor Agreement, Borrower acknowledges and agrees that DLL will and is hereby authorized to send notices pursuant to Section 9-324(b) of the Code to any and all persons holding security interest under this Agreement. that were created prior to the Closing Date and to any and all persons who have filed UCC-1 financing statements naming Borrower agrees as the “debtor” prior to the Closing Date stating that DLL will be acquiring and expects to acquire a carbon, photographic, photostatic or other reproduction purchase-money security interest in the Floorplanned Inventory and giving a description of this Agreement or of a financing statement is sufficient as a financing statementthe Floorplanned Inventory. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVADLL's security interest in such Collateral and, upon FINOVADLL's request, instruct them to hold all such Collateral for FINOVADLL's account subject to FINOVADLL's instructionsinstructions and/or obtain a waiver from such Person of that Person’s rights to such Collateral to the extent DLL shall require in its Permitted Discretion. From time to time, Borrower shall, upon FINOVADLL's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVADLL, but Borrower's failure to do so shall not affect or limit FINOVADLL's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVADLL's obligation to make further advances hereunder has terminated, FINOVADLL's security interest in the Collateral shall continue in full force and effect.

Perfection and Protection of Security Interest. Each Borrower shall, at its expense, take perform all actions steps requested by FINOVA the Lender at any time to perfect, maintain, protect protect, and enforce FINOVA's first priority security interest and other rights in the Collateral and the priority thereof from time to time, Security Interest including, without limitation, : (ia) executing and recording of the Mortgages and the Patent and Trademark Assignments and executing and filing financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance satisfactory to FINOVA, the Lender; (ii) maintaining a perpetual inventory and complete and accurate stock records, (iiib) delivering to FINOVA the Lender, for notation of its Security Interest, the original certificates of title for motor vehicles; (c) delivering to the Lender the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Lender determines it should have physical possession in order to perfect and protect the Security Interest therein, duly endorsed or assigned to the Lender without restriction; (d) delivering to the Lender warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; (e) at any time during which an Event of Default shall have occurred and be continuing, and transferring Inventory to warehouses designated by FINOVA, the Lender; (ivf) placing notations on each Borrower's books of account to disclose FINOVA's the Security Interest; (g) executing and delivering to the Lender a security interest therein agreement relating to the Reversions in form and substance satisfactory to the Lender; (vh) delivering to FINOVA the Lender all letters of credit on which Borrower is the Borrowers are named beneficiary; and (i) taking such other steps as are deemed necessary by the Lender to maintain the Security Interest. FINOVA To the extent permitted by applicable law, the Lender may file, without any Borrower's signature, one or more financing statements disclosing FINOVA's security interest under this Agreementthe Security Interest. Borrower agrees The Borrowers agree that a carbon, photographic, photostatic photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processorsprocessors of any Borrower, then such Borrower shall notify the Lender thereof and shall notify such Person of FINOVA's security interest the Security Interest in such Collateral and, upon FINOVAthe Lender's request, instruct them such Person to hold all such Collateral for FINOVAthe Lender's account subject to FINOVAthe Lender's instructions. If at any time any Collateral is located on any Premises that are not owned by a Borrower, then the applicable Borrower shall obtain written waivers, in form and substance satisfactory to the Lender, of all present and future Liens to which the owner or lessor or any mortgagee of such Premises may be entitled to assert against the Collateral. From time to time, each Borrower shall, upon FINOVALender's request, execute and deliver confirmatory written instruments pledging to the Collateral to FINOVALender the Collateral, but such Borrower's failure to do so shall not affect or limit FINOVAthe Security Interest or the Lender's security interest or other rights in and to the Collateral. Until the So long as this Agreement is in effect and until all Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminatedsatisfied, FINOVA's security interest in the Collateral Security Interest shall continue in full force and effecteffect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).

Perfection and Protection of Security Interest. Borrower shall, at its expense, take all actions requested by FINOVA Lender at any time to perfect, maintain, protect and enforce FINOVALender's first priority security interest and other rights in the Collateral and the priority thereof from time to time, including, without limitation, (i) executing and filing financing or continuation statements and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA Lender shall require, all in form and substance satisfactory to FINOVALender, (ii) maintaining a perpetual inventory and complete and accurate stock records, (iii) delivering to FINOVA Lender warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, and transferring Inventory to warehouses designated by FINOVALender, (iv) placing notations on Borrower's books of account to disclose FINOVALender's security interest therein and (v) delivering to FINOVA Lender all letters of credit on which Borrower is named beneficiary. FINOVA Lender may file, without Borrower's signature, one or more financing statements disclosing FINOVALender's security interest under this Agreement. Borrower agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVALender's security interest in such Collateral and, upon FINOVALender's request, instruct them to hold all such Collateral for FINOVALender's account subject to FINOVALender's instructions. From time to time, Borrower shall, upon FINOVALender's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVALender, but Borrower's failure to do so shall not affect or limit FINOVALender's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVALender's obligation to make further advances hereunder has terminated, FINOVALender's security interest in the Collateral shall continue in full force and effect.

Perfection and Protection of Security Interest. Borrower (a) The Borrowers shall, at its their expense, take perform all actions steps requested by FINOVA the Lender at any time to perfect, maintain, protect protect, and enforce FINOVAthe Lender's first priority security interest and other rights in the Collateral and the priority thereof from time to timeLiens, including, without limitation, : (i) executing, delivering and/or filing and recording of, the Patent and Trademark Agreements and executing and filing financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance reasonably satisfactory to FINOVA, the Lender; (ii) maintaining a perpetual inventory delivering to the Lender the originals of all instruments, documents, and complete chattel paper, and accurate stock recordsall other Collateral of which the Lender determines it should have physical possession in order to perfect and protect the Lender's security interest therein, duly pledged, endorsed or assigned to the Lender without restriction; (iii) delivering to FINOVA the Lender warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering any portion of the collateral for which certificates of title have been issued; (iv) when an Event of Default exists, and transferring Inventory to warehouses or other locations designated by FINOVA, the Lender; (ivv) placing notations on the Borrower's books of account to disclose FINOVAthe Lender's security interest therein and interest; (vvii) delivering to FINOVA the Lender all letters of credit on which any Borrower is named beneficiary; and (viii) taking such other steps as are deemed necessary or desirable by the Lender to maintain and protect the Lender's Liens. FINOVA To the extent permitted by applicable law, the Lender may file, without the applicable Borrower's signature, one or more financing statements disclosing FINOVAthe Lender's security interest under this AgreementLiens. Each Borrower agrees that a carbon, photographic, photostatic photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVA's security interest in such Collateral and, upon FINOVA's request, instruct them to hold all such Collateral for FINOVA's account subject to FINOVA's instructions. From time to time, Borrower shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVA, but Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral shall continue in full force and effect.

Perfection and Protection of Security Interest. Borrower shall, at its expense, take perform all actions steps requested by FINOVA the Agent at any time to perfect, maintain, protect protect, and enforce FINOVA's first priority security interest and other rights in the Collateral and the priority thereof from time to timeSecurity Interest, including, without limitation, : (ia) executing and recording of the Mortgages and the Trademark Security Agreement and executing and filing financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance satisfactory to FINOVA, the Agent; (ii) maintaining a perpetual inventory and complete and accurate stock records, (iiib) delivering to FINOVA the Agent upon request the original certificates of title for motor vehicles with the Security Interest properly endorsed thereon; (c) delivering to the Agent the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Security Interest therein, duly endorsed or assigned to the Agent without restriction; (d) delivering to the Agent upon request warehouse receipts covering any portion of the Collateral located in warehouses and for which negotiable warehouse receipts are issued, and transferring Inventory to warehouses designated by FINOVA, ; (ive) placing notations on Borrower's books of account to disclose FINOVA's the Security Interest; (f) executing and delivering to the Agent upon request a security interest therein agreement relating to the Reversions in form and substance satisfactory to the Agent; (vg) delivering to FINOVA the Agent upon request all letters of credit on which Borrower is named beneficiary; and (h) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Security Interest. FINOVA The Agent may file, without Borrower's signature, one or more financing statements disclosing FINOVA's security interest under this Agreementthe Security Interest. The Borrower agrees that a carbon, photographic, photostatic photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, any bailee or any of Borrower's agents or processors, then the Borrower shall notify the Agent thereof and shall notify such Person of FINOVA's security interest the Security Interest in such Collateral and, upon FINOVAthe Agent's request, instruct them such Person to hold all such Collateral for FINOVAthe Agent's account subject to FINOVAthe Agent's instructions. If at any time any Collateral is located on any Premises that are not owned by Borrower, then the Borrower shall obtain written waivers, in form and substance satisfactory to the Agent, of all present and future Liens to which the owner or lessor or any mortgagee of such Premises may be entitled to assert against the Collateral. From time to time, the Borrower shall, upon FINOVAthe Agent's request, execute and deliver confirmatory written instruments pledging to the Collateral to FINOVAAgent for the ratable benefit of the Agent and the Lenders the Collateral, but Borrower's failure to do so shall not affect or limit FINOVAthe Security Interest or the Agent's security interest or other rights in and to the Collateral. Until the So long as this Agreement is in effect and until all Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminatedsatisfied, FINOVA's security interest in the Collateral Security Interest shall continue in full force and effecteffect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).

Perfection and Protection of Security Interest. The Borrower shall, at its expense, take perform all actions reasonable steps requested by FINOVA the Lender at any time to perfect, maintain, protect protect, and enforce FINOVA's first priority security interest and other rights in the Collateral and the priority thereof from time to time, Security Interest including, without limitation, : (ia) executing and filing financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance satisfactory to FINOVAthe Lender; (b) upon request by the Lender, delivering to the Lender the original certificates of title for motor vehicles with the Security Interest properly endorsed thereon; (ii) maintaining a perpetual inventory and complete and accurate stock records, (iiic) delivering to FINOVA the Lender the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Lender determines it should have physical possession in order to perfect and protect the Security Interest therein, duly endorsed or assigned to the Lender without restriction; (d) delivering to the Lender warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, and transferring Inventory to warehouses designated by FINOVA, ; (ive) placing notations on the Borrower's books of account to disclose FINOVA's the Security Interest; (f) executing and delivering to the Lender a security interest therein agreement relating to the Reversions in form and substance satisfactory to the Lender; (vg) delivering to FINOVA the Lender all letters of credit on which the Borrower is named beneficiary; and (h) taking such other steps as are reasonably deemed necessary by the Lender to maintain the Security Interest. FINOVA To the extent permitted by applicable law, the Lender may file, without the Borrower's signature, one or more financing statements disclosing FINOVA's security interest under this Agreementthe Security Interest. The Borrower agrees that a carbon, photographic, photostatic photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower's agents or processors, then the Borrower shall notify the Lender thereof and shall notify such Person of FINOVA's security interest the Security Interest in such Collateral and, upon FINOVAthe Lender's request, if an Event of Default has occurred and is continuing, instruct them such Person to hold all such Collateral for FINOVAthe Lender's account subject to FINOVAthe Lender's instructions. If at any time any Collateral is located on any Premises that are not owned by the Borrower, then the Borrower shall use reasonable efforts to obtain written waivers, in form and substance satisfactory to the Lender, of all present and future Liens to which the owner or lessor or any mortgagee of such Premises may be entitled to assert against the Collateral. From time to time, the Borrower shall, upon FINOVALender's request, execute and deliver confirmatory written instruments pledging to the Collateral to FINOVALender the Collateral, but the Borrower's failure to do so shall not affect or limit FINOVAthe Security Interest or the Lender's security interest or other rights in and to the Collateral. Until the So long as this Agreement is in effect and until all Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminatedsatisfied, FINOVA's security interest in the Collateral Security Interest shall continue in full force and effecteffect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).

Perfection and Protection of Security Interest. Each Borrower ------------------------------------- -------- shall, at its expense, take perform all actions steps requested by FINOVA the Lender at any time to perfect, maintain, protect protect, and enforce FINOVA's first priority security interest and other rights in the Collateral and the priority thereof from time to timeSecurity Interest, including, without limitation, : (ia) executing and recording of the Mortgages and the Trademark Security Agreements and executing and filing financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance satisfactory to FINOVA, the Lender; (ii) maintaining a perpetual inventory and complete and accurate stock records, (iiib) delivering to FINOVA the Lender upon request the original certificates of title for motor vehicles with the Security Interest properly endorsed thereon; (c) delivering to the Lender the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Lender determines it should have physical possession in order to perfect and protect the Security Interest therein, duly endorsed or assigned to the Lender without restriction; (d) delivering to the Lender upon request warehouse receipts covering any portion of the Collateral located in warehouses and for which negotiable warehouse receipts are issued, and transferring Inventory to warehouses designated by FINOVA, ; (ive) placing notations on such Borrower's books of account to disclose FINOVA's the Security Interest; (f) executing and delivering to the Lender upon request a security interest therein agreement relating to the Reversions in form and substance satisfactory to the Lender; (vg) delivering to FINOVA the Lender upon request all letters of credit on which such Borrower is named beneficiary; and (h) taking such other steps as are deemed necessary by the Lender to maintain the Security Interest. FINOVA To the extent permitted by applicable law, the Lender may file, without either Borrower's signature, one or more financing statements disclosing FINOVA's security interest under this Agreementthe Security Interest. Borrower agrees The Borrowers agree that a carbon, photographic, photostatic photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, any bailee or any of either Borrower's agents or processors, then the relevant Borrower shall notify the Lender thereof and shall notify such Person of FINOVA's security interest the Security Interest in such Collateral and, upon FINOVAthe Lender's request, instruct them such Person to hold all such Collateral for FINOVAthe Lender's account subject to FINOVAthe Lender's instructions. If at any time any Collateral is located on any Premises that are not owned by either Borrower, then the Borrowers shall obtain written waivers, in form and substance satisfactory to the Lender, of all present and future Liens to which the owner or lessor or any mortgagee of such Premises may be entitled to assert against the Collateral. From time to time, Borrower the Borrowers shall, upon FINOVAthe Lender's request, execute and deliver confirmatory written instruments pledging to the Collateral to FINOVALender the Collateral, but neither Borrower's failure to do so shall not affect or limit FINOVAthe Security Interest or the Lender's security interest or other rights in and to the Collateral. Until the So long as this Agreement is in effect and until all Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminatedsatisfied, FINOVA's security interest in the Collateral Security Interest shall continue in full force and effecteffect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).

Perfection and Protection of Security Interest. Borrower shall, at its expense, take all actions requested by FINOVA at any time to perfect, maintain, protect and enforce FINOVA's first priority security interest and other rights in the Collateral and the priority thereof from time to time, including, without limitation, (i) executing and filing financing or continuation statements and amendments thereof and executing and delivering such documents and titles in connection with 9 14 motor vehicles as FINOVA shall require, all in form and substance satisfactory to FINOVA, (ii) maintaining a perpetual inventory and complete and accurate stock records, (iii) delivering to FINOVA warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, and transferring Inventory to warehouses designated by FINOVA, (iv) placing notations on Borrower's books of account to disclose FINOVA's security interest therein and (v) delivering to FINOVA all letters of credit on which Borrower is named beneficiary. FINOVA may file, without Borrower's signature, one or more financing statements disclosing FINOVA's security interest under this Agreement. Borrower agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVA's security interest in such Collateral and, upon FINOVA's request, instruct them to hold all such Collateral for FINOVA's account subject to FINOVA's instructions. From time to time, Borrower shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVA, but Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral shall continue in full force and effect.

Perfection and Protection of Security Interest. Borrower shall, at its expense, take all actions requested by FINOVA at any time to perfect, maintain, protect and enforce FINOVA's first priority security interest and other rights in the Collateral and the priority thereof from time to time, including, without limitation, (i) executing and filing financing or continuation statements and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall require, all in form and substance satisfactory to FINOVA, (ii) maintaining a perpetual inventory and complete and accurate stock records, (iii) delivering to FINOVA warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, and transferring Inventory to warehouses designated by FINOVA, (iv) placing notations on Borrower's books of account to disclose FINOVA's security interest therein and (v) delivering to FINOVA all letters of credit on which Borrower is named beneficiary. FINOVA may file, without Borrower's signature, one or more financing statements disclosing FINOVA's security interest under this Agreement. Borrower agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower Borrowe shall notify such Person of FINOVA's security interest in such Collateral and, upon FINOVA's request, instruct them to hold all such Collateral for FINOVA's account subject to FINOVA's instructions. From time to time, Borrower shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVA, but Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in and to the Collateral. Until the Obligations have been fully full satisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral shall continue in full force and effect.

Perfection and Protection of Security Interest. Borrower (a) Each Grantor shall, at its expense, take perform all actions steps requested by FINOVA Purchaser at any time to perfect, maintain, protect protect, and enforce FINOVAPurchaser's first priority security interest and other rights in the Collateral and the priority thereof from time to timeLiens, including, without limitation, : (i) executing and filing financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance reasonably satisfactory to FINOVA, Purchaser; (ii) maintaining a perpetual inventory delivering to Purchaser the originals of all Instruments, Documents, and complete Chattel Paper, and accurate stock recordsall other Collateral of which Purchaser reasonably determines it should have physical possession in order to perfect and protect Purchaser's security interest therein, duly pledged, endorsed or assigned to Purchaser without restriction; (iii) delivering to FINOVA Purchaser warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering any portion of the Collateral for which certificates of title have been issued; (iv) when an Event of Default has occurred and is continuing, and transferring Inventory to warehouses or other locations designated by FINOVA, Purchaser; (ivv) placing notations on Borrowersuch Grantor's books of account to disclose FINOVAPurchaser's security interest therein interest; (vi) obtaining control agreements from securities intermediaries with respect to financial assets in the possession of securities intermediaries; (vii) assigning and (v) delivering to FINOVA Purchaser all Supporting Obligations, including letters of credit on which Borrower such Grantor is named beneficiaryas beneficiary with the written consent of the issuer thereof; and (viii) taking such other steps as are reasonably deemed necessary or desirable by Purchaser to maintain and protect Purchaser's Liens. FINOVA To the extent permitted by applicable law, Purchaser may file, without Borrowersuch Grantor's signature, one or more financing statements disclosing FINOVAPurchaser's security interest under this AgreementLiens. Borrower Each Grantor agrees that a carbon, photographic, photostatic photo static, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVA's security interest in such Collateral and, upon FINOVA's request, instruct them to hold all such Collateral for FINOVA's account subject to FINOVA's instructions. From time to time, Borrower shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVA, but Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral shall continue in full force and effect.

Perfection and Protection of Security Interest. Borrower (a) Subject to Section 6.1(c), each Loan Party shall, at its expense, take perform all actions steps reasonably requested by FINOVA the Collateral Agent at any time necessary to perfect, maintain, protect protect, and enforce FINOVA's first priority security interest and other rights in the Collateral Agent’s Liens, including executing, delivering, and/or filing and recording of the priority thereof from time to timeCopyright, includingPatent, without limitationand Trademark Agreements, (i) and authorizing and/or executing and filing financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance satisfactory to FINOVAthe Collateral Agent; and in furtherance of the foregoing, each Loan Party shall (i) subject to the terms of the Intercreditor Agreement, deliver to the Collateral Agent the originals of all instruments, documents, and Chattel Paper, and all other Collateral of which the Collateral Agent determines it should have physical possession in order to perfect and protect the Collateral Agent’s security interest therein, duly pledged, endorsed, or assigned to the Collateral Agent without restriction; (ii) maintaining a perpetual inventory and complete and accurate stock recordssubject to the terms of the Intercreditor Agreement, deliver to the Collateral Agent (iiiA) delivering to FINOVA warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and (B) certificates of title reflecting the Collateral Agent’s Liens covering any portion of the Collateral for which certificates of title have been issued; (iii) when an Event of Default exists, and transferring transfer Inventory to warehouses or other locations designated by FINOVA, the Collateral Agent; (iv) placing notations subject to the Intercreditor Agreement, deliver to the Collateral Agent all letters of credit constituting Collateral on Borrower's books which such Loan Party is named beneficiary with a face value in excess of account to disclose FINOVA's security interest therein $1,000,000; and (v) delivering take such other steps as are reasonably deemed necessary or desirable by the Collateral Agent to FINOVA all letters maintain and protect the Collateral Agent’s Liens. To the extent permitted by any Requirement of credit on which Borrower is named beneficiary. FINOVA Law, the Collateral Agent may file, without Borrower's any Loan Party’s signature, one or more financing statements disclosing FINOVA's security interest under this Agreementthe Collateral Agent’s Liens. Borrower Each Loan Party agrees that a carbon, photographic, photostatic photostatic, or other reproduction of this Agreement or of a financing statement executed and delivered by such Loan Party is sufficient as a financing statement. If Notwithstanding anything to the contrary herein, no Loan Party shall be required to make any filings with any Governmental Entity outside the United States or Canada to perfect the Collateral is at Agent’s Lien on any time Proprietary Rights unless and until such Loan Party shall make any such filings to perfect the lien of the Term Loan Agent on any Proprietary Rights; provided, that, nothing contained in this Agreement shall require a Loan Party to make any filings or take any other actions outside the possession United States or control of Canada to record or perfect any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVA's security interest in such favor of the Collateral and, upon FINOVA's request, instruct them Agent in any Collateral except for actions in the applicable Canadian jurisdictions with respect to hold all such ABL Priority Collateral for FINOVA's account subject to FINOVA's instructions. From as requested from time to time, Borrower shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging the time by Collateral to FINOVA, but Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral shall continue in full force and effectAgent.

Perfection and Protection of Security Interest. (a) The Borrower shall, at its expense, take perform all actions steps requested by FINOVA the Agent in good faith at any time to perfect, maintain, protect protect, and enforce FINOVAthe Agent's first priority security interest and other rights in the Collateral and the priority thereof from time to timeLiens, including, without limitation, : (i) executing, delivering and/or filing and recording of the Engine Mortgage and any Mortgage Supplements necessary to perfect the Agent's Lien in the Engines, and executing and filing financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance reasonably satisfactory to FINOVA, the Agent; (ii) maintaining a perpetual inventory delivering to the Agent the originals of all instruments, documents, and complete Chattel Paper, and accurate stock recordsall other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent's security interest therein, duly pledged, endorsed or assigned to the Agent without restriction;. (iii) delivering to FINOVA the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering any portion of the collateral for which certificates of title have been issued; (iv) when an Event of Default exists, and transferring Inventory to warehouses or other locations designated by FINOVA, the Agent; (ivv) placing notations on the Borrower's books of account to disclose FINOVAthe Agent's security interest therein and Liens; (vvi) delivering to FINOVA the Agent all letters of credit on which the Borrower is named beneficiary; and (vii) taking such other steps as are deemed necessary or reasonably desirable by the Agent to maintain and protect the Agent's Liens. FINOVA To the extent permitted by applicable law, the Agent may file, without the Borrower's signature, one or more financing statements disclosing FINOVAthe Agent's security interest under this AgreementLiens. The Agent will give the Borrower notice of the filing of any such statements, which notice shall specify the location(s) where such statements were filed. The Borrower agrees that a carbon, photographic, photostatic photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVA's security interest in such Collateral and, upon FINOVA's request, instruct them to hold all such Collateral for FINOVA's account subject to FINOVA's instructions. From time to time, Borrower shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVA, but Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral shall continue in full force and effect.

Perfection and Protection of Security Interest. Borrower shall, at its Borrower’s expense, take perform all actions steps requested by FINOVA Lender at any time to perfect, maintain, protect protect, and enforce FINOVA's first priority Lender’s security interest and other rights in the Collateral and the priority thereof from time to timeCollateral, including, without limitation, (i) executing and filing financing or and continuation statements and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance satisfactory performing searches to FINOVAconfirm the priority of Lender’s security interests, (ii) maintaining a perpetual inventory and complete and accurate stock records, (iii) delivering to FINOVA warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, and transferring Inventory to warehouses designated by FINOVA, (iv) placing notations on Borrower's ’s books of account to disclose FINOVA's Lender’s security interest therein and (v) therein, delivering to FINOVA Lender all letters of credit on which Borrower is named beneficiary, and taking such other steps as are deemed necessary by Lender to maintain Lender’s control of and security interest in the Collateral. FINOVA Lender may file, without Borrower's ’s signature, one or more financing statements disclosing FINOVA's Lender’s security interest under this Agreement. Borrower agrees that a carbon, photographic, photostatic photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's ’s agents or processors, Borrower shall notify such Person person of FINOVA's Lender’s security interest in such Collateral and, upon FINOVA's Lender’s request, instruct them to hold all such Collateral for FINOVA's Lender’s account subject to FINOVA's Lender’s instructions. From time to time, Borrower shall, upon FINOVA's Lender’s request, execute and deliver confirmatory written instruments pledging to Lender the Collateral to FINOVACollateral, but Borrower's ’s failure to do so shall not affect or limit FINOVA's Lender’s security interest or other rights in and to the Collateral. Until the all Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminatedsatisfied, FINOVA's Lender’s security interest in the Collateral shall continue in full force and effect.

Perfection and Protection of Security Interest. Each Borrower shall, at its expense, take subject to the terms of Section 5.1, perform all actions steps requested by FINOVA the Agent at any time to perfect, maintain, protect protect, and enforce FINOVAthe Agent's first priority security interest and other rights in the Collateral and the priority thereof from time to timeLiens, including, without limitation: (a) executing and recording of the Mortgages, (i) the Patent Agreements, and the Trademark Agreements and executing and filing financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance satisfactory to FINOVA, the Agent; (ii) maintaining a perpetual inventory and complete and accurate stock records, (iiib) delivering to FINOVA the Agent the original certificates of title for motor vehicles with the Agent's security interest properly endorsed thereon; (c) delivering to the Agent the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent's security interest therein, duly endorsed or assigned to the Agent without restriction; (d) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; (e) following the occurrence of any Event of Default, and transferring Inventory to warehouses designated by FINOVA, the Agent; (ivf) placing notations on such Borrower's books of account to disclose FINOVAthe Agent's security interest therein and interest; (vg) delivering to FINOVA the Agent all letters of credit on which such Borrower is named beneficiary; and (h) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent's Liens. FINOVA To the extent permitted by applicable law, the Agent may file, without the applicable Borrower's signature, one or more financing statements disclosing FINOVAthe Agent's security interest under this AgreementLiens. Each Borrower agrees that a carbon, photographic, photostatic photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of a Borrower's agents or processors, then such Borrower shall notify the Agent thereof and shall notify such Person of FINOVAthe Agent's security interest in such Collateral and, upon FINOVAthe Agent's request, instruct them such Person to hold all such Collateral for FINOVAthe Agent's account subject to FINOVAthe Agent's instructions. If at any time any Collateral (other than (a) Collateral in transit at such time, or (b) additional Collateral not in excess of $100,000 in aggregate value at such time) is located on any premises that are not owned by a Borrower, then the Borrowers shall obtain written waivers, in form and substance satisfactory to the Agent, of all present and future Liens to which the owner or lessor or any mortgagee of such premises may be entitled to assert against the Collateral. From time to time, each Borrower shall, upon FINOVAthe Agent's request, execute and deliver confirmatory written instruments pledging to the Collateral to FINOVAAgent, for the ratable benefit of the Secured Creditors, the Collateral, but any Borrower's failure to do so shall not affect or limit FINOVAthe Agent's security interest or the Agent's other rights in and to the Collateral. Until the So long as this Agreement is in effect and until all Obligations have been fully satisfied and FINOVAsatisfied, the Agent's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral Liens shall continue in full force and effecteffect in all Collateral (whether or not deemed eligible for the purpose of calculating the Maximum Revolver Amount or any Individual Maximum Revolver Amount, or as the basis for any advance, loan, extension of credit, or other financial accommodation).

Perfection and Protection of Security Interest. Borrower (a) Each Grantor shall, at its expense, take perform all actions steps requested by FINOVA the Agent at any time to perfect, maintain, protect protect, and enforce FINOVAthe Agent's first priority security interest and other rights in the Collateral and the priority thereof from time to timeLiens, including, without limitation, : (i) executing, delivering and/or filing and recording of the Intellectual Property Security Agreements and the Mortgages and executing and filing financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance reasonably satisfactory to FINOVA, the Agent; (ii) maintaining a perpetual inventory delivering to the Agent the originals of all Instruments, Documents, and complete tangible Chattel Paper, and accurate stock recordsall other Collateral in such Grantor's possession of which the Agent determines it should have physical possession in order to perfect or protect the Agent's security interest therein, duly pledged, endorsed, or assigned to the Agent without restriction; (iii) delivering to FINOVA the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering any portion of the collateral for which certificates of title have been issued; (iv) when an Event of Default has occurred and is continuing, and transferring Inventory to warehouses or other locations designated by FINOVA, the Agent; (ivv) placing notations on Borrowersuch Grantor's books of account to disclose FINOVAthe Agent's security interest therein and interest; (vvi) assigning and, upon the Agent's request during the continuance of an Event of Default, delivering to FINOVA the Agent all such Grantor's Supporting Obligations, including letters of credit on which Borrower such Grantor is named beneficiary. FINOVA may filebeneficiary with the written consent of the issuer thereof; and (vii) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent's Liens, including without Borrower's signaturelimitation, one or more financing statements disclosing FINOVAdelivering to Agent upon request originals and copies, as needed, of any and all certificates evidencing ERCs owned by the Company, together with all documentation necessary to perfect Agent's security interest under this Agreementin such ERCs with the applicable air quality management districts or other Governmental Authority pursuant to California Health and Safety Code Section 40709, et seq. Borrower In addition, the Grantors shall deliver to Agent -- --- upon request an authorization in blank authorizing Agent to perfect Agent's Liens in future ERCs earned or acquired by the Company. Each Grantor agrees that a carbon, photographic, photostatic photostatic, electronic or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVA's security interest in such Collateral and, upon FINOVA's request, instruct them to hold all such Collateral for FINOVA's account subject to FINOVA's instructions. From time to time, Borrower shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVA, but Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral shall continue in full force and effect.

Perfection and Protection of Security Interest. Borrower shall, at its expense, take all actions requested by FINOVA TEXTRON at any time to perfect, maintain, protect and enforce FINOVATEXTTRON's first priority security interest and other rights in the Collateral and the priority thereof from time to time, including, without limitation, (i) executing and filing financing or continuation statements and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA TEXTRON shall require, all in form and substance satisfactory to FINOVATEXTRON, (ii) maintaining a perpetual inventory and complete and accurate inventory stock records, (iii) delivering to FINOVA TEXTRON warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, and transferring Inventory to warehouses designated by FINOVATEXTRON, (iv) placing notations on Borrower's books of account to disclose FINOVATEXTRON's security interest therein therein, and (v) delivering to FINOVA TEXTRON all letters of credit on which Borrower is named beneficiary. FINOVA TEXTRON may file, without Borrower's signature, one or more financing statements disclosing FINOVATEXTRON's security interest under this Agreement. Borrower agrees that a carbon, photographic, photostatic photostat or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVATEXTRON's security interest in such Collateral and, upon FINOVATEXTRON's request, instruct them to hold all such Collateral for FINOVATEXTRON's account subject to FINOVATEXTRON's instructions. From time to time, Borrower shall, upon FINOVATEXTRON's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVATEXTRON, but Borrower's failure to do so shall not affect or limit FINOVATEXTRON's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVATEXTRON's obligation to make further advances hereunder has terminated, FINOVATEXTRON's security interest in the Collateral shall continue in full force and effect.

Perfection and Protection of Security Interest. Each Borrower and the ---------------------------------------------- Parent shall, at its own expense, take perform, do, execute and deliver all actions steps, acts, things and documents as may be requested by FINOVA the Agent at any time to register, file, signify, publish, perfect, maintain, protect and enforce FINOVA's first priority security interest and other rights in the Collateral and the priority thereof from time to time, Security Interest including, without limitation: (a) executing, (i) registering and recording of the Loan Documents and executing and filing financing or continuation statements or applications for registration, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance satisfactory to FINOVAthe Agent; (b) if requested, delivering to the Agent the original certificates of title for motor vehicles with the Security Interest properly endorsed thereon if available; (ii) maintaining a perpetual inventory and complete and accurate stock records, (iiic) delivering to FINOVA the Agent the originals of all instruments, documents, chattel paper and all other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Security Interest therein, duly endorsed or assigned to the Agent without restriction; (d) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; (e) after an Event of Default, and transferring Inventory to warehouses designated by FINOVA, the Agent; (ivf) placing notations on Borrowerthe Borrowers' and Parent's books of account to disclose FINOVA's the Security Interest; (g) executing and delivering to the Agent a hypothecation or security interest therein agreement relating to the Reversions in form and substance satisfactory to the Agent; (vh) delivering to FINOVA the Agent all letters of credit on which a Borrower is named beneficiary; and (i) taking such other steps as are deemed necessary by the Agent to maintain the Security Interest and the priority thereof. FINOVA To the extent permitted by applicable law, the Agent may file, without Borrowerthe Borrowers' or any Parent's signature, one or more financing statements disclosing FINOVA's security interest under this Agreementthe Security Interest. Borrower Each of the Borrowers and the Parent agrees that a carbon, photographic, photostatic or other reproduction of this Agreement any Loan Document or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of either Borrower's agents or processors, then such Borrower shall notify the Agent thereof and shall notify such Person of FINOVA's security interest the Security Interest in such Collateral and, upon FINOVAthe Agent's request, instruct them such Person to hold all such Collateral for FINOVAthe Agent's account subject to FINOVAthe Agent's instructions. From time to time, each Borrower and the Parent shall, upon FINOVAthe Agent's request, execute and deliver confirmatory written instruments pledging or hypothecating to the Collateral to FINOVAAgent the Collateral, but either Borrower's or the Parent's failure to do so shall not affect or limit FINOVAthe Security Interest or the Agent's security interest or and/or Lenders' other rights in and to the Collateral. Until the So long as this Agreement is in effect and until all Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminatedsatisfied, FINOVA's security interest in the Collateral Security Interest shall continue in full force and effecteffect in all Collateral (whether or not deemed eligible for the purpose of calculating the Canadian Availability or U.K. Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation). For the purposes of this Section 6.2, "Agent" includes, in the case of the U.K. Borrower and the U.K. Revolving Credit Facility, a Security Trustee.

Perfection and Protection of Security Interest. Borrower (a) Each Grantor shall, at its expense, take perform all actions steps requested by FINOVA the Agent at any time to perfect, maintain, protect protect, and enforce FINOVAthe Agent's first priority security interest and other rights in the Collateral and the priority thereof from time to timeLiens, including, without limitation, : (i) executing, delivering and/or filing and recording of the Intellectual Property Security Agreements and the Mortgages and executing and filing financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance reasonably satisfactory to FINOVA, the Agent; (ii) maintaining a perpetual inventory delivering to the Agent the originals of all Instruments, Documents, and complete tangible Chattel Paper, and accurate stock recordsall other Collateral in such Grantor's possession of which the Agent determines it should have physical possession in order to perfect or protect the Agent's security interest therein, duly pledged, endorsed, or assigned to the Agent without restriction; (iii) delivering to FINOVA the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering any portion of the collateral for which certificates of title have been issued; (iv) when an Event of Default has occurred and is continuing, and transferring Inventory to warehouses or other locations designated by FINOVA, the Agent; (ivv) placing notations on Borrowersuch Grantor's books of account to disclose FINOVAthe Agent's security interest therein and interest; (vvi) assigning and, upon the Agent's request during the continuance of an Event of Default, delivering to FINOVA the Agent all such Grantor's Supporting Obligations, including letters of credit on which Borrower such Grantor is named beneficiary. FINOVA may filebeneficiary with the written consent of the issuer thereof; and (vii) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent's Liens, including without Borrower's signaturelimitation, one or more financing statements disclosing FINOVAdelivering to Agent originals and copies, as needed, of any and all certificates evidencing ERCs owned by the Company, together with all documentation necessary to perfect Agent's security interest under this Agreementin such ERCs with the applicable air quality management districts or other Governmental Authority pursuant to California Health and Safety Code Section 40709, et seq. Borrower In addition, the Grantors shall deliver to Agent an -- --- authorization in blank authorizing Agent to perfect its security interest in future ERCs earned or acquired by the Company. Each Grantor agrees that a carbon, photographic, photostatic photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVA's security interest in such Collateral and, upon FINOVA's request, instruct them to hold all such Collateral for FINOVA's account subject to FINOVA's instructions. From time to time, Borrower shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVA, but Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral shall continue in full force and effect.

Perfection and Protection of Security Interest. The Borrower shall, and shall cause each of its Subsidiaries, at its the Borrower's expense, take perform, do, execute and deliver all actions steps, acts, things and documents as may be requested by FINOVA the Lender at any time to register, file, signify, publish, perfect, maintain, protect and enforce FINOVA's first priority security interest and other rights in the Collateral and the priority thereof from time to time, Security Interest including, without limitation: (a) executing, (i) registering and recording of the Loan Documents and executing and filing financing or continuation statements or applications for registration, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance satisfactory to FINOVAthe Lender; (b) if requested, delivering to the Lender the original certificates of title for motor vehicles with the Security Interest properly endorsed thereon if available; (ii) maintaining a perpetual inventory and complete and accurate stock records, (iiic) delivering to FINOVA the Lender the originals of all instruments, documents, chattel paper and all 8 other Collateral of which the Lender determines it should have physical possession in order to perfect and protect the Security Interest therein, duly endorsed or assigned to the Lender without restriction; (d) delivering to the Lender warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; (e) after an Event of Default, and transferring Inventory to warehouses designated by FINOVA, the Lender; (ivf) placing notations on the Borrower's and its Subsidiaries' books of account to disclose FINOVA's the Security Interest; (g) executing and delivering to the Lender a hypothecation or security interest therein agreement relating to the Reversions in form and substance satisfactory to the Lender; (vh) delivering to FINOVA the Lender all letters of credit on which the Borrower or any of its Subsidiaries is named beneficiary; and (i) taking such other steps as are deemed necessary by the Lender to maintain the Security Interest and the priority thereof. FINOVA To the extent permitted by applicable law, the Lender may file, without the Borrower's signature, one or more financing statements disclosing FINOVA's security interest under this Agreementthe Security Interest. The Borrower agrees that a carbon, photographic, photostatic or other reproduction of this Agreement any Loan Document or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower's or any of its Subsidiaries' agents or processors, then the Borrower shall and cause its Subsidiaries to notify the Lender thereof and shall notify such Person of FINOVA's security interest the Security Interest in such Collateral and, upon FINOVAthe Lender's request, instruct them such Person to hold all such Collateral for FINOVAthe Lender's account subject to FINOVAthe Lender's instructions. If at any time any Collateral is located on any Premises that are not owned by the Borrower, then the Borrower shall obtain written waivers, in form and substance satisfactory to the Lender, of all present and future Liens to which the owner or lessor or any mortgagee of such premises may be entitled to assert against the Collateral. From time to time, the Borrower shall, and shall cause its Subsidiaries to, upon FINOVALender's request, execute and deliver confirmatory written instruments pledging or hypothecating to the Collateral to FINOVALender the Collateral, but the Borrower's failure to do so shall not affect or limit FINOVAthe Security Interest or the Lender's security interest or other rights in and to the Collateral. Until the So long as this Agreement is in effect and until all Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminatedsatisfied, FINOVA's security interest in the Collateral Security Interest shall continue in full force and effecteffect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).

Perfection and Protection of Security Interest. (a) The Borrower shall, at its expense, take perform all actions steps requested in good faith by FINOVA the Agent at any time to perfect, maintain, protect protect, and enforce FINOVAthe Agent's first priority security interest and other rights in the Collateral and the priority thereof from time to timeLiens, including, without limitation, : (i) executing, delivering and/or filing and recording of the Mortgages, the Patent and Trademark Agreements and executing and filing financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance satisfactory to FINOVA, the Agent; (ii) maintaining a perpetual inventory delivering to the Agent the originals of all instruments, documents, and complete chattel paper, and accurate stock recordsall other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent's security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) delivering to FINOVA the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering any portion of the collateral for which certificates of title have been issued; (iv) when an Event of Default exists, and transferring Inventory to warehouses designated by FINOVA, the Agent; (ivv) placing notations on the Borrower's books of account to disclose FINOVAthe Agent's security interest therein and interest; (vvii) delivering to FINOVA the Agent all letters of credit on which the Borrower is named beneficiary; and (viii) taking such other steps as are deemed necessary or desirable by the Agent, acting in good faith, to maintain and protect the Agent's Liens. FINOVA To the extent permitted by applicable law, the Agent may file, without the Borrower's signature, one or more financing statements disclosing FINOVAthe Agent's security interest under this AgreementLiens, and the Agent will provide copies of such filings to the Borrower with reasonable promptness after ninety-one (91) days after filing. The Borrower agrees that a carbon, photographic, photostatic photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVA's security interest in such Collateral and, upon FINOVA's request, instruct them to hold all such Collateral for FINOVA's account subject to FINOVA's instructions. From time to time, Borrower shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVA, but Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral shall continue in full force and effect.

Perfection and Protection of Security Interest. Borrower (a) Each Grantor shall, at its expense, take perform all actions steps necessary or otherwise reasonably requested by FINOVA the Collateral Agent (at the direction of the Majority Holders) at any time to perfect, maintain, protect and enforce FINOVA's first priority security interest and other rights in the Collateral and Agent’s Liens, subject to the priority thereof from time to timeterms of each Intercreditor Agreement, including, without limitation, : (i) executing filing and recording the Copyright, Patent and Trademark Agreements and amendments thereof in the United States Patent and Trademark Office, the United States Copyright Office and any other applicable jurisdiction’s copyright, patent or trademark office, and filing financing statements or continuation statements and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall require, all in form and substance satisfactory to FINOVA, the respective Filing Office; (ii) maintaining a perpetual inventory to the extent constituting Noteholder First Lien Collateral, delivering to the Collateral Agent the originals of all instruments, documents and complete Chattel Paper (in each case in excess of $250,000), and accurate stock recordsall other Collateral of which the Collateral Agent is required to have or of which it reasonably requests to have physical possession in order to perfect and protect the Collateral Agent’s security interest therein, duly pledged, endorsed or assigned to the Collateral Agent as provided herein; (iii) delivering to FINOVA the Collateral Agent a duly executed amendment to this Agreement, in the form of Exhibit B (each, an “Amendment”), pursuant to which such Grantor will pledge any additional Collateral that constitutes Commercial Tort Claims; (iv) upon the occurrence and during the continuation of an Event of Default, delivering to the Collateral Agent (A) warehouse receipts covering any portion of the Noteholder First Lien Collateral located in warehouses and for which warehouse receipts are issued, (B) warehouse receipts covering any portion of the Intercreditor Collateral (so long as no ABL Liens are outstanding on such Collateral) located in warehouses and for which warehouse receipts are issued and (C) if requested by the Collateral Agent, certificates of title reflecting the Collateral Agent’s Liens covering any portion of the Collateral for which certificates of title have been issued; (v) when an Event of Default exists, transferring Inventory to warehouses or other locations designated by FINOVAthe Collateral Agent; (vi) upon the occurrence and during the continuance of an Event of Default, (iv) placing notations on Borrower's books of account to disclose FINOVA's security interest therein and (v) delivering to FINOVA the Collateral Agent all letters of credit constituting Collateral on which Borrower such Grantor is named beneficiary; (vii) taking such other steps as are reasonably deemed necessary or desirable by the Collateral Agent (acting at the direction of the Majority Holders) to maintain, protect and enforce the Collateral Agent’s Liens; and (viii) as a result of any change in law applicable to any Grantor or any assets of such Grantor. FINOVA To the extent permitted by any Requirement of Law, the Collateral Agent may file, without Borrower's any Grantor’s signature, one or more financing statements disclosing FINOVA's security interest under the Collateral Agent’s Liens. Each Grantor hereby authorizes the Collateral Agent to attach each Amendment to this Agreement. Borrower Agreement and agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVA's security interest all additional collateral set forth in such Collateral and, upon FINOVA's request, instruct them Amendments shall be considered to hold all such Collateral for FINOVA's account subject to FINOVA's instructions. From time to time, Borrower shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVA, but Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in and to be part of the Collateral. Until the Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral shall continue in full force and effect.

Perfection and Protection of Security Interest. Borrower shall, at its expense, take all actions requested by FINOVA at any time to perfect, maintain, protect and enforce FINOVA's first priority security interest and other rights in the Collateral and the priority thereof from time to time, including, without limitation, (i) executing and filing financing or continuation statements and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall require, all in form and substance satisfactory to FINOVA, (ii) maintaining a perpetual inventory and complete and accurate stock records, (iii) delivering to FINOVA warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, and transferring Inventory to warehouses designated by FINOVA, (iviii) placing notations on Borrower's books of account to disclose FINOVA's security interest therein and (viv) delivering to FINOVA all letters of credit on which Borrower is named beneficiary. FINOVA may file, without Borrower's signature, one or more financing statements disclosing FINOVA's security interest under this Agreement. Borrower agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVA's security interest in such Collateral and, upon FINOVA's request, instruct them to hold all such Collateral for FINOVA's account subject to FINOVA's instructions. From time to time, Borrower shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVA, but Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral shall continue in full force and effect.

Perfection and Protection of Security Interest. Borrower (a) Each Grantor shall, at its expense, take perform all actions steps requested by FINOVA the Agent at any time to perfect, maintain, protect protect, and enforce FINOVAthe Agent's first priority security interest and other rights in the Collateral and the priority thereof from time to timeLiens, including, without limitation, : (i) executing, delivering and/or filing and recording of the Mortgage(s), the Copyright Security Agreements, the Patent and Trademark Agreements with respect to the Restricted Intellectual Property, applicable stock pledge agreements and executing and filing financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance reasonably satisfactory to FINOVA, the Agent with respect to the Collateral; (ii) maintaining a perpetual inventory delivering to Bank of America, N.A. (together with its successor agents, "Bank of America"), for the benefit of the lenders under the Revolving Credit Agreement and complete (for so long as any portion of the Total Facility (as defined in the Revolving Credit Agreement) shall remain in place) the Lenders the originals of all material Instruments, Documents, and accurate stock recordsChattel Paper, and all other material Collateral of which Bank of America determines it should have physical possession in order to perfect and protect Bank of America's security interest therein, duly pledged, endorsed or assigned to Bank of America without restriction; (iii) delivering to FINOVA Bank of America warehouse receipts covering any material portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering any material portion of the Collateral for which certificates of title have been issued; (iv) when an Event of Default has occurred and is continuing, and transferring Inventory to warehouses or other locations designated by FINOVA, Bank of America; (ivv) placing notations on Borrowersuch Grantor's books of account and records to disclose FINOVAthe Agent's security interest therein interest; (vi) obtaining control agreements from securities intermediaries with respect to financial assets in the possession of securities intermediaries; (vii) assigning and (v) delivering to FINOVA Bank of America all Supporting Obligations, including letters of credit on which Borrower such Grantor is named beneficiarybeneficiary with the written consent of the issuer thereof; and (viii) taking such other steps as reasonably are deemed necessary or desirable by the Agent to maintain and protect the Agent's Liens; provided, however, that any action required to be taken, or any right afforded, in clauses (ii), (iii), (iv), (vi) and (vii) above in favor of Bank of America shall, in the event that any of the obligations (other than contingent obligations) of the Grantors under the Loan Agreement shall remain outstanding after such time as the Total Facility (as defined in the Revolving Credit Agreement) shall cease to be in effect, be taken or afforded, as the case may be, in favor of the Agent. FINOVA To the extent permitted by applicable law, the Agent may file, without Borrowerany Grantor's signature, one or more financing statements disclosing FINOVAthe Agent's security interest under this AgreementLiens. Borrower Each Grantor agrees that a carbon, photographic, photostatic photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVA's security interest in such Collateral and, upon FINOVA's request, instruct them to hold all such Collateral for FINOVA's account subject to FINOVA's instructions. From time to time, Borrower shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVA, but Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral shall continue in full force and effect.

Perfection and Protection of Security Interest. Each Borrower shall, at its expense, take perform all actions steps requested by FINOVA the Lender at any time to perfect, maintain, protect protect, and enforce FINOVA's first priority security interest and other rights in the Collateral and the priority thereof from time to time, Security Interest including, without limitation, : (ia) executing and filing financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance satisfactory to FINOVA, the Lender; (ii) maintaining a perpetual inventory and complete and accurate stock records, (iiib) delivering to FINOVA warehouse receipts covering any portion the Lender the originals of the Collateral located in warehouses and for which warehouse receipts are issuedall instruments, documents, and transferring Inventory chattel paper, and all other Collateral of which the Lender determines it should have physical possession in order to warehouses designated by FINOVAperfect and protect the Security Interest therein, duly endorsed or assigned to the Lender without restriction; (ivc) placing notations on such Borrower's books of account to disclose FINOVA's the Security Interest; (d) executing and delivering to the Lender a security interest therein agreement relating to the Reversions in form and substance satisfactory to the Lender; (ve) delivering to FINOVA the Lender all letters of credit on which such Borrower is named beneficiary; and (f) taking such other steps as are deemed necessary by the Lender to maintain the Security Interest. FINOVA To the extent permitted by applicable law, the Lender may file, without either Borrower's signature, one or more financing statements disclosing FINOVA's security interest under this Agreementthe Security Interest. Each Borrower agrees that a carbon, photographic, photostatic photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any agent of a Borrower's agents or processors, then such Borrower shall notify the Lender thereof and shall notify such Person of FINOVA's security interest the Security Interest in such Collateral and, upon FINOVAthe Lender's request, instruct them such Person to hold all such Collateral for FINOVAthe Lender's account subject to FINOVAthe Lender's instructions. From time to time, each Borrower shall, upon FINOVALender's request, execute and deliver confirmatory written instruments pledging to the Collateral to FINOVALender the Collateral, but a Borrower's failure to do so shall not affect or limit FINOVAthe Security Interest or the Lender's security interest or other rights in and to the Collateral. Until the So long as this Agreement is in effect and until all Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminatedsatisfied, FINOVA's security interest in the Collateral Security Interest shall continue in full force and effecteffect in all Collateral.

Perfection and Protection of Security Interest. Each Borrower shall, at its expense, take perform all actions steps requested by FINOVA the Agent at any time to perfect, maintain, protect protect, and enforce FINOVA's first priority security interest and other rights in the Collateral and the priority thereof from time to timeSecurity Interest, including, without limitation, : (ia) executing and recording of the Mortgages and the Trademark Security Agreements and executing and filing financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance satisfactory to FINOVA, the Agent; (ii) maintaining a perpetual inventory and complete and accurate stock records, (iiib) delivering to FINOVA the Agent upon request the original certificates of title for motor vehicles with the Security Interest properly endorsed thereon; (c) delivering to the Agent the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Security Interest therein, duly endorsed or assigned to the Agent without restriction; (d) delivering to the Agent upon request warehouse receipts covering any portion of the Collateral located in warehouses and for which negotiable warehouse receipts are issued, and transferring Inventory to warehouses designated by FINOVA, ; (ive) placing notations on Borrowersuch Xxxxxxxx's books of account to disclose FINOVA's the Security Interest; (f) executing and delivering to the Agent upon request a security interest therein agreement relating to the Reversions in form and substance satisfactory to the Agent; (vg) delivering to FINOVA the Agent upon request all letters of credit on which such Borrower is named beneficiary; and (h) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Security Interest. FINOVA To the extent permitted by applicable law, the Agent may file, without Borrowereither Xxxxxxxx's signature, one or more financing statements disclosing FINOVA's security interest under this Agreementthe Security Interest. Borrower agrees The Borrowers agree that a carbon, photographic, photostatic photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, any bailee or any of either Borrower's agents or processors, then the relevant Borrower shall notify the Agent thereof and shall notify such Person of FINOVA's security interest the Security Interest in such Collateral and, upon FINOVAthe Agent's request, instruct them such Person to hold all such Collateral for FINOVAthe Agent's account subject to FINOVAthe Agent's instructions. If at any time any Collateral is located on any Premises that are not owned by either Xxxxxxxx, then the Borrowers shall obtain written waivers, in form and substance satisfactory to the Agent, of all present and future Liens to which the owner or lessor or any mortgagee of such Premises may be entitled to assert against the Collateral. From time to time, Borrower the Borrowers shall, upon FINOVAthe Agent's request, execute and deliver confirmatory written instruments pledging to the Collateral to FINOVAAgent for the ratable benefit of the Agent and the Lenders the Collateral, but Borrowerneither Xxxxxxxx's failure to do so shall not affect or limit FINOVAthe Security Interest or the Agent's security interest or other rights in and to the Collateral. Until the So long as this Agreement is in effect and until all Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminatedsatisfied, FINOVA's security interest in the Collateral Security Interest shall continue in full force and effecteffect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).

Perfection and Protection of Security Interest. Borrower shall, at its expense, take all actions requested by FINOVA at any time to perfect, maintain, protect and enforce FINOVA's first priority security interest and other rights in the Collateral and the priority thereof from time to time, including, without limitation, (i) executing and filing financing or continuation statements and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall require, all in form and substance satisfactory to FINOVA, (ii) maintaining a perpetual inventory and complete and accurate stock records, (iii) delivering to FINOVA warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, and transferring Inventory to warehouses designated by FINOVA, (iv) placing notations on Borrower's books of account to disclose FINOVA's security interest therein and (v) delivering to FINOVA all letters of credit on which Borrower is named beneficiary. FINOVA may file, without BorrowerBxxxxxxx's signature, one or more financing statements disclosing FINOVA's security interest under this Agreement. Borrower Bxxxxxxx agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVA's security interest in such Collateral and, upon FINOVA's request, instruct them to hold all such Collateral for FINOVA's account subject to FINOVA's instructions. From time to time, Borrower shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVA, but BorrowerBxxxxxxx's failure to do so shall not affect or limit FINOVA's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVAFXXXXX's obligation to make further advances hereunder has terminated, FINOVAFXXXXX's security interest in the Collateral shall continue in full force and effect. 3.3.

Perfection and Protection of Security Interest. Each Borrower shall, at its expense, take perform all actions steps reasonably requested by FINOVA the Collateral Agent at any time to perfect, maintain, protect protect, and enforce FINOVA's first priority security interest and other rights in the Collateral and the priority thereof from time to timeAgent's Liens, including, without limitation, : (ia) executing and recording of the Mortgages and executing and filing financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance satisfactory to FINOVA, the Collateral Agent; (ii) maintaining a perpetual inventory and complete and accurate stock records, (iiib) delivering to FINOVA the Collateral Agent the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Collateral Agent determines it should have physical possession in order to perfect and protect the Collateral Agent's security interest therein, duly endorsed or assigned to the Collateral Agent without restriction; (c) delivering to the Collateral Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, and ; (d) transferring Inventory to warehouses reasonably designated by FINOVA, the Collateral Agent; (ive) placing notations on such Borrower's books of account to disclose FINOVAthe Collateral Agent's security interest therein and interest; (vf) delivering to FINOVA the Collateral Agent all letters of credit on which such Borrower is named beneficiary; and (g) taking such other steps as are reasonably deemed necessary or desirable by the Collateral Agent to maintain and protect the Collateral Agent's Liens. FINOVA To the extent permitted by applicable law, the Collateral Agent may file, without the applicable Borrower's signature, one or more financing statements disclosing FINOVAthe Collateral Agent's security interest under this AgreementLiens, including, without limitation, by electronic means with or without a signature as permitted or required by applicable law or filing procedures. Each Borrower agrees that a carbon, photographic, photostatic photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of a Borrower's agents or processors, then such Borrower shall notify the Collateral Agent thereof and shall notify such Person of FINOVAthe Collateral Agent's security interest in such Collateral and, upon FINOVAthe Collateral Agent's request, instruct them such Person to hold all such Collateral for FINOVAthe Collateral Agent's account subject to FINOVAthe Collateral Agent's instructions. If at any time any Collateral is located on any premises that are not owned by a Borrower, then such Borrower shall obtain written waivers, in form and substance reasonably satisfactory to the Collateral Agent, of all present and future Liens to which the owner or lessor or any mortgagee of such premises may be entitled to assert against the Collateral. From time to time, each Borrower shall, upon FINOVAthe Collateral Agent's reasonable request, execute and deliver confirmatory written instruments pledging to the Collateral to FINOVAAgent, for the ratable benefit of the Collateral Agent, the Agents and the Lenders, the Collateral, but a Borrower's failure to do so shall not affect or limit FINOVAthe Collateral Agent's security interest or the Collateral Agent's other rights in and to the Collateral. Until the So long as this Agreement is in effect and until all Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminatedsatisfied, FINOVA's security interest in the Collateral Agent's Liens shall continue in full force and effecteffect in all Collateral (whether or not deemed eligible for the purpose of calculating the Maximum Revolver Amount or as the basis for any advance, loan, extension of credit, or other financial accommodation).

Perfection and Protection of Security Interest. Borrower (a) Grantor shall, at its expense, take perform all actions steps reasonably requested by FINOVA any Secured Party at any time to perfect, maintain, protect protect, and enforce FINOVAsuch Secured Party's first priority security interest and other rights in the Collateral and the priority thereof from time to timeLiens, including, without limitation, : (i) executing and filing financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance reasonably satisfactory to FINOVA, such Secured Party; (ii) maintaining a perpetual inventory at the Secured Parties request, when an Event of Default has occurred and complete is continuing delivering to the Secured Parties the originals of all Instruments, Documents, and accurate stock recordsChattel Paper, and all other Collateral of which the Secured Parties determine it should have physical possession in order to perfect and protect the Secured Parties' security interest therein, duly pledged, endorsed or assigned to the Secured Parties without restriction; (iii) delivering to FINOVA the Secured Parties warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering any portion of the collateral for which certificates of title have been issued; (iv) at the request of the Secured Parties when an Event of Default has occurred and is continuing, and transferring Inventory to warehouses or other locations designated by FINOVA, the Secured Parties (ivor such Secured Party); (v) placing notations on BorrowerGrantor's books of account to disclose FINOVA's the Secured Parties' security interest therein interest; (vi) obtaining control agreements in favor of the Secured Parties from securities intermediaries with respect to financial assets in the possession of securities intermediaries; (vii) at the request of the Secured Parties, assigning and (v) delivering to FINOVA the Secured Parties all Supporting Obligations, including letters of credit on which Borrower Grantor is named beneficiarybeneficiary with the written consent of the issuer thereof; and (viii) taking such other steps as are reasonably deemed necessary or desirable by any Secured Party to maintain and protect such Secured Party's Liens and shall provide Grantor a copy of such filing within seven (7) days. FINOVA To the extent permitted by applicable law, any Secured Party may file, without BorrowerGrantor's signature, one or more financing statements disclosing FINOVAsuch Secured Party's security interest under this AgreementLiens. Borrower Grantor agrees that a carbon, photographic, photostatic photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVA's security interest in such Collateral and, upon FINOVA's request, instruct them to hold all such Collateral for FINOVA's account subject to FINOVA's instructions. From time to time, Borrower shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVA, but Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral shall continue in full force and effect.

Perfection and Protection of Security Interest. Borrower shall, at ---------------------------------------------- its expense, take all actions requested by FINOVA Lender at any time to perfect, maintain, protect and enforce FINOVALender's first priority security interest and other rights in the Borrower Collateral and the priority thereof from time to time, including, without limitation, (i) executing and filing financing or continuation statements and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA Lender shall reasonably require, all in form and substance reasonably satisfactory to FINOVALender, (ii) maintaining a perpetual inventory and complete and accurate stock recordsrecords of its vehicles, and (iii) delivering to FINOVA warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, and transferring Inventory to warehouses designated by FINOVA, (iv) placing notations on Borrower's books of account to disclose FINOVA's security interest therein and (v) delivering to FINOVA Lender all letters of credit on which Borrower is named beneficiary. FINOVA Lender may file, without Borrower's signature, one or more financing statements disclosing FINOVALender's security interest under this Agreement. Borrower agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Borrower Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVALender's security interest in such Borrower Collateral and, upon FINOVALender's request, instruct them to hold all such Borrower Collateral for FINOVALender's account subject to FINOVALender's instructions. From time to time, Borrower shall, upon FINOVALender's reasonable request, execute and deliver confirmatory written instruments pledging the Borrower Collateral to FINOVALender, but Borrower's failure to do so shall not affect or limit FINOVALender's security interest or other rights in and to the Borrower Collateral. Until the Payment Obligations have been fully satisfied and FINOVALender's obligation to make further advances hereunder has terminated, FINOVALender's security interest in the Borrower Collateral shall continue in full force and effect.

Perfection and Protection of Security Interest. Borrower (a) Each Grantor shall, at its expense, take perform all actions steps requested by FINOVA the Agent at any time to perfect, maintain, protect protect, and enforce FINOVAthe Agent's first priority security interest and other rights in the Collateral and the priority thereof from time to timeLiens, including, without limitation, : (i) executing, delivering and/or filing and recording of the Mortgage(s), the Copyright Security Agreements, the Patent and Trademark Agreements with respect to the Restricted Intellectual Property, applicable stock pledge agreements and executing and filing financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance reasonably satisfactory to FINOVA, the Agent with respect to the Collateral; (ii) maintaining a perpetual inventory delivering to the Agent the originals of all material Instruments, Documents, and complete Chattel Paper, and accurate stock recordsall other material Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent's security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) delivering to FINOVA the Agent warehouse receipts covering any material portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering any material portion of the Collateral for which certificates of title have been issued; (iv) when an Event of Default has occurred and is continuing, and transferring Inventory to warehouses or other locations designated by FINOVA, the Agent; (ivv) placing notations on Borrowersuch Grantor's books of account and records to disclose FINOVAthe Agent's security interest therein interest; (vi) obtaining control agreements from securities intermediaries with respect to financial assets in the possession of securities intermediaries; (vii) assigning and (v) delivering to FINOVA the Agent all Supporting Obligations, including letters of credit on which Borrower such Grantor is named beneficiarybeneficiary with the written consent of the issuer thereof; and (viii) taking such other steps as reasonably are deemed necessary or desirable by the Agent to maintain and protect the Agent's Liens. FINOVA To the extent permitted by applicable law, the Agent may file, without Borrowerany Grantor's signature, one or more financing statements disclosing FINOVAthe Agent's security interest under this AgreementLiens. Borrower Each Grantor agrees that a carbon, photographic, photostatic photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVA's security interest in such Collateral and, upon FINOVA's request, instruct them to hold all such Collateral for FINOVA's account subject to FINOVA's instructions. From time to time, Borrower shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVA, but Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral shall continue in full force and effect.

Perfection and Protection of Security Interest. Each Borrower shall, at its expense, take all actions requested by FINOVA at any time to perfect, maintain, protect and enforce FINOVA's first priority security interest and other rights in the Collateral and the priority thereof from time to time, including, without limitation, (i) executing and filing financing or continuation statements and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall require, all in form and substance satisfactory to FINOVA, (ii) maintaining a perpetual inventory and complete and accurate stock records, (iii) delivering to FINOVA warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, and transferring Inventory to warehouses designated by FINOVA, (iv) placing notations on such Borrower's books of account to disclose FINOVA's security interest therein and (v) delivering to FINOVA all letters of credit on which such Borrower is named beneficiary. FINOVA may file, without any Borrower's signature, one or more financing statements disclosing FINOVA's security interest under this Agreement. Each Borrower agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of a Borrower's agents or processors, the applicable Borrower shall notify such Person of FINOVA's security interest in such Collateral and, upon FINOVA's request, instruct them to hold all such Collateral for FINOVA's account subject to FINOVA's instructions. From time to time, Borrower shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVA, but Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral shall continue in full force and effect.

Perfection and Protection of Security Interest. (a) Each Borrower shall, and shall cause SDI Canada to, at its expense, take perform all actions steps requested by FINOVA the Agent at any time to perfect, maintain, protect protect, and enforce FINOVAthe Agent's first priority security interest and other rights in the Collateral and the priority thereof from time to timeLiens, including, without limitation, : (i) executing, delivering and/or filing and recording of the Trademark and Copyright Agreements and executing and filing financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance satisfactory to FINOVA, the Agent; (ii) maintaining a perpetual inventory delivering to the Agent the originals of all instruments, documents, and complete chattel paper, and accurate stock recordsall other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Agent's security interest therein, duly pledged, endorsed or assigned to the Agent without restriction; (iii) delivering to FINOVA the Agent warehouse receipts covering any portion of the Collateral located in warehouses (but not including any in-plant store locations) and for which warehouse receipts are issued and certificate of titles covering any portion of the Collateral for which certificates of title have been issued; (iv) when an Event of Default exists, and transferring Inventory to warehouses designated by FINOVA, the Agent; (ivv) placing notations on such Borrower's or SDI Canada's books of account to disclose FINOVAthe Agent's security interest therein and interest; (vvi) delivering to FINOVA the Agent all letters of credit on which such Borrower or SDI Canada is named beneficiary; and (vii) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Agent's Liens. FINOVA To the extent permitted by applicable law, the Agent may file, without such Borrower's signature, one or more financing statements disclosing FINOVAthe Agent's security interest under this AgreementLiens. Each Borrower agrees that a carbon, photographic, photostatic photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVA's security interest in such Collateral and, upon FINOVA's request, instruct them to hold all such Collateral for FINOVA's account subject to FINOVA's instructions. From time to time, Borrower shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVA, but Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral shall continue in full force and effect.

Perfection and Protection of Security Interest. The Borrower shall, at its expense, take and shall cause Paradyne Canada to, at the Borrower's expense, perform all actions steps requested by FINOVA the Lender at any time to perfect, maintain, protect protect, and enforce FINOVA's first priority security interest and other rights in the Collateral Security Interest and the priority thereof from time to timeCanadian Security Interest, including, without limitation: (a) executing and recording of the Patent and Trademark Assignments and, (i) upon any acquisition by Paradyne Canada of any patents, trademarks or copyrights, the Canadian Patent and Trademark Assignments, and executing and filing financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance satisfactory to FINOVA, the Lender; (ii) maintaining a perpetual inventory and complete and accurate stock records, (iiib) delivering to FINOVA the Lender the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Lender determines it should have physical possession in order to perfect and protect the Security Interest therein, duly endorsed or assigned to the Lender without restriction; (c) delivering to the Lender warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; (d) following the occurrence of an Event of Default, and transferring Inventory to warehouses designated by FINOVA, the Lender; (ive) placing notations on the Borrower's and Paradyne Canada's books of account to disclose FINOVA's the Security Interest and the Canadian Security Interest; (f) executing and delivering to the Lender a security interest therein agreement relating to the Reversions in form and substance satisfactory to the Lender; (vg) delivering to FINOVA the Lender all letters of credit on which the Borrower or Paradyne Canada is named beneficiary; and (h) taking such other steps as are deemed necessary by the Lender to maintain the Security Interest and the Canadian Security Interest. FINOVA To the extent permitted by applicable law, the Lender may file, without the Borrower's signature, one or more financing statements disclosing FINOVA's security interest under this Agreementthe Security Interest. The Borrower agrees that a carbon, photographic, photostatic photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower's or Paradyne Canada's agents or processors, then the Borrower shall notify the Lender thereof and shall notify such Person of FINOVA's security interest the Security Interest in such Collateral and, upon FINOVAthe Lender's request, instruct them such Person to hold all such Collateral for FINOVAthe Lender's account subject to FINOVAthe Lender's instructions. If at any time any Collateral having a value in excess of $100,000 in the aggregate is located on any Premises that are not owned by the Borrower, then the Borrower shall obtain written waivers, in form and substance satisfactory to the Lender, of all present and future Liens to which the owner or lessor or any mortgagee of such Premises may be entitled to assert against the Collateral. From time to time, the Borrower shall, upon FINOVALender's request, execute and deliver confirmatory written instruments pledging to the Collateral to FINOVALender the Collateral, but the Borrower's failure to do so shall not affect or limit FINOVAthe Security Interest or the Lender's security interest or other rights in and to the Collateral. Until the So long as this Agreement is in effect and until all Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminatedsatisfied, FINOVA's security interest in the Collateral Security Interest shall continue in full force and effecteffect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).

Perfection and Protection of Security Interest. Borrower shall, at its expense, take all actions requested by FINOVA at any time to perfect, maintain, protect and enforce FINOVA's first priority security interest and other rights in the Collateral and the priority thereof from time to time, including, without limitation, (i) executing and filing financing or continuation statements and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall require, all in form and substance satisfactory to FINOVA, (ii) maintaining a perpetual inventory and complete and accurate stock records, (iii) delivering to FINOVA warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, and transferring Inventory to warehouses designated by FINOVA, (iv) placing notations on Borrower's books of account to disclose FINOVA's security interest therein and (v) delivering to FINOVA all letters of credit on which Borrower is named beneficiary. FINOVA may file, without Borrower's signature, one or more financing statements disclosing FINOVA's security interest under this Agreement. Borrower agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVA's security interest in such Collateral and, upon FINOVA's request, instruct them to hold all such Collateral for FINOVA's account subject to FINOVA's instructions. From time to time, Borrower shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVA, but Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral shall continue in full force and effect.

Perfection and Protection of Security Interest. Borrower (a) Each Grantor shall, at its expense, take perform all actions steps necessary or otherwise reasonably requested by FINOVA the Collateral Agent (at the direction of the Majority Holders) at any time to perfect, maintain, protect and enforce FINOVA's first priority security interest and other rights in the Collateral and the priority thereof from time to timeAgent’s Liens, including, without limitation, : (i) executing and filing financing statements or continuation statements and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall require, all in form and substance satisfactory to FINOVA, the respective Filing Office; (ii) maintaining a perpetual inventory to the extent constituting Collateral, delivering to the Collateral Agent the originals of all instruments, documents and complete Chattel Paper (in each case in excess of $250,000), and accurate stock recordsall other Collateral of which the Collateral Agent is required to have or of which it reasonably requests to have physical possession in order to perfect and protect the Collateral Agent’s security interest therein, duly pledged, endorsed or assigned to the Collateral Agent as provided herein; (iii) delivering to FINOVA the Collateral Agent a duly executed amendment to this Agreement, in the form of Exhibit B (each, an “Amendment”), pursuant to which such Grantor will pledge any additional Collateral that constitutes Commercial Tort Claims; (iv) upon the occurrence and during the continuation of an Event of Default, delivering to the Collateral Agent (A) warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, and (B) if requested by the Collateral Agent, certificates of title reflecting the Collateral Agent’s Liens covering any portion of the Collateral for which certificates of title have been issued; (v) when an Event of Default exists, transferring Inventory to warehouses or other locations designated by FINOVAthe Collateral Agent; (vi) upon the occurrence and during the continuance of an Event of Default, (iv) placing notations on Borrower's books of account to disclose FINOVA's security interest therein and (v) delivering to FINOVA the Collateral Agent all letters of credit constituting Collateral on which Borrower such Grantor is named beneficiary; and (vii) taking such other steps as are reasonably deemed necessary or desirable by the Collateral Agent (acting at the direction of the Majority Holders) to maintain, protect and enforce the Collateral Agent’s Liens. FINOVA To the extent permitted by any Requirement of Law, the Collateral Agent may file, without Borrower's any Grantor’s signature, one or more financing statements disclosing FINOVA's security interest under the Collateral Agent’s Liens. Each Grantor hereby authorizes the Collateral Agent to attach each Amendment to this Agreement. Borrower Agreement and agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVA's security interest all additional collateral set forth in such Collateral and, upon FINOVA's request, instruct them Amendments shall be considered to hold all such Collateral for FINOVA's account subject to FINOVA's instructions. From time to time, Borrower shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVA, but Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in and to be part of the Collateral. Until the Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral shall continue in full force and effect.

Perfection and Protection of Security Interest. Borrower shall, and shall cause its Subsidiaries to, at its expense, take perform all actions steps requested by FINOVA Agent at any time to perfect, maintain, protect protect, and enforce FINOVA's first priority security interest and other rights its Liens in the Collateral and the priority thereof from time to time, including, without limitation: (a) executing and recording of the Mortgages, (i) and the Trademark Agreement and executing and filing financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance satisfactory to FINOVA, Agent; (ii) maintaining a perpetual inventory and complete and accurate stock records, (iiib) delivering to FINOVA Agent the original certificates of title for motor vehicles with Agent's security interest properly endorsed thereon; (c) delivering to Agent the originals of all instruments, documents, and chattel paper, and all other Collateral of which Agent determines it should have physical possession in order to perfect and protect Agent's security interest therein, duly endorsed or assigned to Agent without restriction; (d) delivering to Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, and ; (e) transferring Inventory to warehouses designated by FINOVA, Agent; (ivf) placing notations on Borrower's books of account to disclose FINOVAAgent's security interest therein and interest; (vg) delivering to FINOVA Agent all letters of credit on which Borrower is named beneficiary; and (h) taking such other steps as are deemed necessary or desirable by Agent to maintain and protect its Liens. FINOVA To the extent permitted by applicable law, Agent may file, without Borrower's signature, one or more financing statements disclosing FINOVA's security interest under this Agreementits Liens. Borrower agrees that a carbon, photographic, photostatic photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, then Borrower shall notify Agent thereof and shall notify such Person of FINOVAAgent's security interest in such Collateral and, upon FINOVAAgent's request, instruct them such Person to hold all such Collateral for FINOVAAgent's account subject to FINOVAAgent's instructions. If at any time any Collateral is located on any premises that are not owned by Borrower, then Borrower shall obtain written waivers, in form and substance satisfactory to Agent, of all present and future Liens to which the owner or lessor or any mortgagee of such premises may be entitled to assert against the Collateral. From time to time, Borrower shall, upon FINOVAAgent's request, execute and deliver confirmatory written instruments pledging to Agent the Collateral to FINOVACollateral, but Borrower's failure to do so shall not affect or limit FINOVAAgent's security interest or Agent's or Lenders' other rights in and to the Collateral. Until the So long as this Agreement is in effect and until all Obligations have been fully satisfied and FINOVAsatisfied, Agent's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral Liens shall continue in full force and effecteffect in all Collateral.

Perfection and Protection of Security Interest. Borrower shall, at its expense, take perform all actions steps requested by FINOVA the Lender at any time to perfect, maintain, protect protect, and enforce FINOVA's first priority security interest and other rights the Security Interest in the Collateral and the priority thereof from time to time, including, without limitation, : (ia) executing and recording of the Patent and Trademark Assignments and executing and filing financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all relating to the Collateral in form and substance satisfactory to FINOVA, the Lender; (ii) maintaining a perpetual inventory and complete and accurate stock records, (iiib) delivering to FINOVA the Lender, upon Lender's request therefor, the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Lender determines it should have physical possession in order to perfect and protect the Security Interest therein, duly endorsed or assigned to the Lender without restriction; (c) delivering to the Lender warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; (d) after an Event of Default that is continuing, and transferring Inventory causing notations to warehouses designated by FINOVA, (iv) placing notations be placed on Borrower's books of account to disclose FINOVA's security interest therein and the Security Interest; (ve) delivering to FINOVA the Lender, upon Lender's request therefor, all letters of credit on which Borrower is a named beneficiary; (f) after an Event of Default that is continuing transferring Inventory to warehouses designated by the Lender; and (g) taking such other steps as are deemed necessary by the Lender to maintain the Security Interest. FINOVA The Lender may file, without Borrower's signature, one or more financing statements disclosing FINOVA's security interest under this Agreementthe Security Interest. Borrower agrees that a carbon, photographic, photostatic photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's the agents or processorsprocessors of Borrower, then Borrower shall notify the Lender thereof and shall notify such Person of FINOVA's security interest the Security Interest in such Collateral and, upon FINOVAthe Lender's requestrequest following an Event of Default that is continuing, instruct them such Person to hold all such Collateral for FINOVAthe Lender's account subject to FINOVAthe Lender's instructions. If at any time any Collateral is located on any premises that are not owned by Borrower, then the Borrower shall obtain written waivers, in form and substance reasonably satisfactory to the Lender, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral. From time to time, the Borrower shall, upon FINOVALender's request, execute cause to be executed and deliver delivered confirmatory written instruments pledging to the Collateral to FINOVALender the Collateral, but the Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights the Security Interest. So long as this Agreement is in effect and to the Collateral. Until the until all Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminatedsatisfied, FINOVA's security interest in the Collateral Security Interest shall continue in full force and effecteffect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, or other financial accommodation). Upon termination of this Agreement and payment of all Obligations, the Lender shall release all Security Interests held by the Lender.

Perfection and Protection of Security Interest. Borrower (a) Each Loan Party shall, at its expense, take perform all actions steps reasonably requested by FINOVA the Collateral Agent at any time to perfect, maintain, protect protect, and enforce FINOVA's first priority security interest and other rights in the Collateral and Agent’s Liens, subject to the priority thereof from time to timeterms of the Intercreditor Agreement, including, without limitation, : (i) executing, delivering, and/or filing and recording of the Copyright, Patent, and Trademark Agreements, and executing and filing financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance satisfactory to FINOVA, the Collateral Agent; (ii) maintaining a perpetual inventory to the extent constituting Revolving Facility First Lien Collateral, delivering to the Collateral Agent the originals of all instruments, documents, and complete Chattel Paper (in each case in excess of $250,000), and accurate stock recordsall other Collateral of which the Collateral Agent reasonably determines it should have physical possession in order to perfect and protect the Collateral Agent’s security interest therein, duly pledged, endorsed, or assigned to the Collateral Agent as provided herein; (iii) upon the occurrence and during the continuation of an Event of Default, delivering to FINOVA the Collateral Agent upon request (A) warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and (B) if requested by the Collateral Agent, certificates of title reflecting the Collateral Agent’s Liens covering any portion of the Collateral for which certificates of title have been issued; (iv) when an Event of Default exists, and transferring Inventory to warehouses or other locations designated by FINOVA, (iv) placing notations on Borrower's books of account to disclose FINOVA's security interest therein and the Collateral Agent; (v) upon the occurrence and during the continuance of an Event of Default, delivering to FINOVA the Collateral Agent all letters of credit constituting Collateral on which Borrower such Loan Party is named beneficiary; and (vi) taking such other steps as are reasonably deemed necessary or desirable by the Collateral Agent to maintain and protect the Collateral Agent’s Liens. FINOVA To the extent permitted by any Requirement of Law and the Intercreditor Agreement, the Collateral Agent may file, without Borrower's any Loan Party’s signature, one or more financing statements disclosing FINOVA's security interest under this Agreement. Borrower agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVA's security interest in such Collateral and, upon FINOVA's request, instruct them to hold all such Collateral for FINOVA's account subject to FINOVA's instructions. From time to time, Borrower shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVA, but Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral shall continue in full force and effectAgent’s Liens.

Perfection and Protection of Security Interest. Borrower shall, at its expense, take all actions requested by FINOVA at any time to perfect, maintain, protect and enforce FINOVA's first priority security interest and other rights in the Collateral and the priority thereof from time to time, including, without limitation, (i) executing and filing financing or continuation statements and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance satisfactory to FINOVA, (ii) maintaining a perpetual inventory and complete and accurate stock records, (iii) delivering to FINOVA warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, and transferring Inventory to warehouses designated by FINOVA, (iv) placing notations on Borrower's books of account to disclose FINOVA's security interest therein and (v) delivering to FINOVA all letters of credit on which Borrower is named beneficiary. FINOVA may file, without Borrower's signature, one or more financing statements disclosing FINOVA's security interest under this Agreement. Borrower agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVA's security interest in such Collateral and, upon FINOVA's request, instruct them to hold all such Collateral for FINOVA's account subject to FINOVA's instructions. From time to time, Borrower shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVA, but Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral shall continue in full force and effect.

Perfection and Protection of Security Interest. Borrower shall, at its ------------------------------------------------- expense, take all actions requested by FINOVA at any time to perfect, maintain, protect and enforce FINOVA's first priority security interest and other rights in the Collateral and the priority thereof from time to time, including, without limitation, (i) executing and filing financing or continuation statements and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall require, all in form and substance satisfactory to FINOVA, (ii) maintaining a perpetual inventory reporting system and complete and accurate stock records, (iii) delivering to FINOVA warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, and and, after an Event of Default, transferring Inventory to warehouses designated by FINOVA, (iv) placing notations on Borrower's books of account to disclose FINOVA's security interest therein therein, and (v) delivering to FINOVA all letters of credit on which Borrower is named beneficiary. FINOVA may file, without Borrower's signature, one or more financing statements disclosing FINOVA's security interest under this Agreement. Borrower agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVA's security interest in such Collateral and, upon FINOVA's request, instruct them to hold all such Collateral for FINOVA's account subject to FINOVA's instructions. From time to time, Borrower shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVA, but Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral shall continue in full force and effect.

Perfection and Protection of Security Interest. Borrower (a) Each Grantor shall, at its expense, take perform all actions steps reasonably requested by FINOVA the Administrative Agent in writing at any time to perfect, maintain, protect and enforce FINOVAthe Administrative Agent's first priority security interest and other rights in the Collateral and the priority thereof from time to timeLiens, including, without limitation, : (i) executing executing, delivering and/or filing and recording of the Intellectual Property Security Agreement and filing or authorizing the Administrative Agent to file financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance reasonably satisfactory to FINOVA, the Administrative Agent; (ii) maintaining delivering to the Administrative Agent or its bailee the originals of all Instruments having a perpetual inventory value in excess of $1,000,000 and, upon the request of the Administrative Agent, Documents and complete Chattel Paper of such Grantor having a value in excess of $1,000,000 and accurate stock recordsall other Collateral of which the Administrative Agent reasonably determines it or its bailee should have physical possession in order to perfect and protect the Administrative Agent's security interest therein, duly pledged, endorsed or assigned to the Administrative Agent without restriction; (iii) delivering to FINOVA the Administrative Agent or its bailee, upon the Administrative Agent's request, warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering any portion of the Collateral for which certificates of title have been issued; (iv) when an Event of Default has occurred and is continuing, and transferring its Inventory to warehouses or other locations designated by FINOVA, the Administrative Agent; (ivv) placing notations on Borrowersuch Grantor's books of account to disclose FINOVAthe Administrative Agent's security interest therein interest; (vi) in the case of Investment Property, Deposit Accounts, Letter-of-Credit Rights and any other relevant collateral, taking any actions necessary to enable the Administrative Agent to obtain "control" (within the meaning of the applicable UCC) with respect thereto (other than, so long as no Event of Default shall have occurred and be continuing, with respect to securities accounts having assets of less than $500,000 on an individual basis maintained therein); (vii) assigning and delivering to the Administrative Agent, upon the request of the Administrative Agent, all Supporting Obligations, including letters of credit, deposit accounts and other relevant collateral on which such Grantor is named beneficiary with the written consent of the issuer thereof; (viii) furnishing to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail and (vix) delivering taking such other steps as are reasonably deemed necessary or desirable by the Administrative Agent to FINOVA all letters of credit on which Borrower is named beneficiarymaintain and protect the Administrative Agent's Liens. FINOVA To the extent permitted by applicable law, the Administrative Agent may (and each Grantor hereby authorizes the Administrative Agent to) file, without Borrowerthe applicable Grantor's signature, one or more financing statements disclosing FINOVAcontinuation statements or other documents and amendments thereto for the purpose of perfecting, confirming, continuing, enforcing or protecting the Administrative Agent's security interest under this AgreementLiens. Borrower Each Grantor authorizes the Administrative Agent to use the collateral description "all personal property [except for ________]" in any such financing statements. Each Grantor hereby ratifies and authorizes the filing by the Administrative Agent of any financing statement with respect to the Collateral made prior to the date hereof. Each Grantor agrees that a carbon, photographic, photostatic or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVA's security interest in such Collateral and, upon FINOVA's request, instruct them to hold all such Collateral for FINOVA's account subject to FINOVA's instructions. From time to time, Borrower shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVA, but Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral shall continue in full force and effect.

Perfection and Protection of Security Interest. Each Borrower ---------------------------------------------- shall, at its expense, take perform all actions steps requested by FINOVA the Lender at any time to perfect, maintain, protect protect, and enforce FINOVA's first priority security interest and other rights the Security Interest in the Collateral and the priority thereof from time to time, including, without limitation, : (ia) executing and recording of the Patent and Trademark Assignments and executing and filing financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all relating to the Collateral in form and substance satisfactory to FINOVA, the Lender; (ii) maintaining a perpetual inventory and complete and accurate stock records, (iiib) delivering to FINOVA the Lender, upon Lender's request therefor, the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Lender determines it should have physical possession in order to perfect and protect the Security Interest therein, duly endorsed or assigned to the Lender without restriction; (c) delivering to the Lender warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; (d) after an Event of Default that is continuing, and transferring Inventory to warehouses designated by FINOVA, (iv) placing notations on the Borrower's books of account to disclose FINOVA's security interest therein and the Security Interest; (ve) delivering to FINOVA the Lender, upon Lender's request therefor, all letters of credit on which the Borrower is a named beneficiary; (f) after an Event of Default that is continuing, transferring Inventory to warehouses designated by the Lender; and (g) taking such other steps as are deemed necessary by the Lender to maintain the Security Interest. FINOVA The Lender may file, without the Borrower's signature, one or more financing statements disclosing FINOVA's security interest under this Agreementthe Security Interest. The Borrower agrees that a carbon, photographic, photostatic photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower's agents or processors, then the Borrower shall notify the Lender thereof and shall notify such Person of FINOVA's security interest the Security Interest in such Collateral and, upon FINOVAthe Lender's requestrequest following an Event of Default that is continuing, instruct them such Person to hold all such Collateral for FINOVAthe Lender's account subject to FINOVAthe Lender's instructions. If at any time any Collateral is located on any premises that are not owned by the Borrower, then the Borrower shall obtain written waivers, in form and substance reasonably satisfactory to the Lender, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral. From time to time, the Borrower shall, upon FINOVALender's request, execute and deliver confirmatory written instruments pledging to the Collateral to FINOVALender the Collateral, but the Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights the Security Interest. So long as this Agreement is in effect and to the Collateral. Until the until all Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminatedsatisfied, FINOVA's security interest in the Collateral Security Interest shall continue in full force and effecteffect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, or other financial accommodation). Upon termination of this Agreement and payment of all Obligations, the Lender shall release all Security Interests held by the Lender.

Perfection and Protection of Security Interest. Borrower shall(a) The Debtors hereby irrevocably authorize the Collateral Agent or its designees, at its expense, take all actions requested by FINOVA at any time to perfect, maintain, protect and enforce FINOVA's first priority security interest and other rights in the Collateral and the priority thereof from time to time, includingto file such UCC financing statements, without limitationcontinuation statements, (i) executing amendment statements and filing such other documents as the Collateral Agent may deem necessary to protect, perfect or continue or maintain perfection of, the Security Interest in the Collateral, and appoint the Collateral Agent as each of the Debtor’s attorney-in-fact, with a power of attorney to file on the Debtors’ behalf such UCC financing statement forms, continuation statements, amendment statements and execute other similar instruments as the Collateral Agent may from time to time deem necessary to protect or continuation perfect such Security Interest in the Collateral, and such financing statements and amendments thereof may describe the Collateral covered thereby as “all assets” or “all assets of the Debtor” or words of similar import. Such power of attorney is coupled with an interest and executing shall be irrevocable prior to the termination of this Agreement in accordance with Section 21 hereof. The Debtors shall execute and delivering such documents deliver to the Collateral Agent for recordation and titles filing in connection with motor vehicles the United States Patent and Trademark Office or any appropriate Internet domain name registrar any appropriate patent or trademark security document or assignment of domain names, as FINOVA shall requireapplicable, all in form and substance reasonably satisfactory to FINOVAthe Collateral Agent as the Collateral Agent may deem necessary to protect, (ii) maintaining a perpetual inventory perfect or continue or maintain perfection of, the Security Interest in the Intellectual Property. In addition, the Debtors agree at the sole cost and complete expense of the Debtors to make, execute, furnish, deliver or cause to be done, furnished, executed and accurate stock recordsdelivered all such further acts, (iii) delivering information, documents and things as required hereunder or as the Collateral Agent may reasonably require for the purpose of perfecting or protecting the Security Interest in any Collateral, all promptly upon written request therefor. Each Debtor acknowledges that it is not authorized to FINOVA warehouse receipts covering file any portion financing statement or amendment or termination statement with respect to any financing statement filed with respect to the Security Interest in any Collateral without the prior written consent of the Collateral located in warehouses and for which warehouse receipts are issuedAgent, and transferring Inventory to warehouses designated provided that such prior written consent shall only be given if approved by FINOVA, the Required Holders (iv) placing notations on Borrower's books of account to disclose FINOVA's security interest therein and (v) delivering to FINOVA all letters of credit on which Borrower is named beneficiary. FINOVA may file, without Borrower's signature, one or more financing statements disclosing FINOVA's security interest under this Agreement. Borrower agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time defined in the possession or control of any warehousemanPurchase Agreement), bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVA's security interest in such Collateral and, upon FINOVA's request, instruct them to hold all such Collateral for FINOVA's account subject to FINOVA's instructions. From time to time, Borrower shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging such Debtor’s rights under Section 9-509(d)(2) of the Collateral to FINOVA, but Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral shall continue in full force and effectUCC.

Perfection and Protection of Security Interest. (a) The Borrower shall, at its expense, take perform all actions steps reasonably requested by FINOVA the Agent at any time to perfect, maintain, protect protect, and enforce FINOVAthe Agent's first priority security interest and other rights in the Collateral and the priority thereof from time to timeLiens, including, without limitation, : (i) executing and filing financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance satisfactory to FINOVA, the Agent; (ii) maintaining a perpetual inventory delivering to the Agent the originals of all instruments, documents, and complete chattel paper which the Agent reasonably determines it should have physical possession of in order to perfect and accurate stock recordsprotect the Agent's security interest in the Collateral, duly pledged, endorsed or assigned to the Agent without restriction; (iii) following the occurrence and during the continuance of an Event of Default, (A) delivering to FINOVA the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering any portion of the Collateral for which certificates of title have been issued, and (B) transferring Inventory to warehouses designated by FINOVAthe Agent, and (ivC) placing notations on the Borrower's books of account to disclose FINOVAthe Agent's security interest therein subject to the Securitization Facility; (iv) upon request delivering to the Agent all letters of credit relating to Inventory on which the Borrower is named beneficiary; and (v) delivering taking such other steps as are deemed necessary or desirable by the Agent to FINOVA all letters of credit on which Borrower is named beneficiarymaintain and protect the Agent's Liens. FINOVA To the extent permitted by applicable law, the Agent may file, without the Borrower's signature, one or more financing statements disclosing FINOVAthe Agent's security interest under this AgreementLiens, but the Agent shall provide the Borrower with a copy of any such financing statement not signed by the Borrower. The Borrower agrees that a carbon, photographic, photostatic photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVA's security interest in such Collateral and, upon FINOVA's request, instruct them to hold all such Collateral for FINOVA's account subject to FINOVA's instructions. From time to time, Borrower shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVA, but Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral shall continue in full force and effect.

Perfection and Protection of Security Interest. Each Borrower ---------------------------------------------- Party shall, at its expense, take perform all actions steps requested by FINOVA the Lender at any time and from time to time to perfect, maintain, protect protect, and enforce FINOVA's first priority security interest and other rights in the Collateral and the priority thereof from time to time, Security Interest including, without limitation, : (ia) executing and filing UCC financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance satisfactory to FINOVA, the Lender; (ii) maintaining a perpetual inventory and complete and accurate stock records, (iiib) delivering to FINOVA warehouse receipts covering any portion the Lender the originals of the Collateral located in warehouses and for which warehouse receipts are issuedall instruments, documents, and transferring Inventory chattel paper, and all other Collateral of which the Lender reasonably determines it should have physical possession in order to warehouses designated by FINOVAperfect and protect the Security Interest therein, duly endorsed or assigned to the Lender without restriction; (ivc) executing and delivering to the Lender a security agreement relating to the Reversions in form and substance satisfactory to the Lender; (d) placing notations on Borrowersuch Borrower Party's books of account and records to disclose FINOVA's security interest therein and the Security Interest; (ve) delivering to FINOVA all letters the Lender each letter of credit on which such Borrower Party is named beneficiarybeneficiary if such letter of credit supports payment of one or more Eligible Accounts; and (f) taking such other steps as are reasonably deemed necessary or appropriate by the Lender to maintain the Security Interest. FINOVA To the extent permitted by applicable law, the Lender may file, without Borrowerany Borrower Party's signature, one or more financing statements disclosing FINOVA's security interest under this Agreementthe Security Interest. Each Borrower Party agrees that a carbon, photographic, photostatic photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's the agents or processorsprocessors of any Borrower Party, then such Borrower Party shall notify the Lender thereof and shall notify such Person of FINOVA's security interest the Security Interest in such Collateral and, upon FINOVAthe Lender's request, instruct them such Person to hold all such Collateral for FINOVAthe Lender's account subject to FINOVAthe Lender's instructions. If at any time any Collateral is located on any Premises that are not owned by any Borrower Party, other than equipment located at a patient's premises, then, at the request of the Lender, each Borrower Party shall use reasonable efforts to obtain written waivers, in form and substance satisfactory to the Lender, of all present and future Liens to which the owner or lessor or any mortgagee of such Premises may be entitled to assert against the Collateral. From time to time, each Borrower Party shall, upon FINOVALender's request, execute and deliver confirmatory written instruments pledging to the Collateral to FINOVALender the Collateral, but Borroweran Borrower Party's failure to do so shall not affect or limit FINOVAthe Security Interest or the Lender's security interest or other rights in and to the Collateral. Until the So long as this Agreement is in effect and until all Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminatedsatisfied, FINOVA's security interest in the Collateral Security Interest shall continue in full force and effecteffect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).

Perfection and Protection of Security Interest. Each Borrower shall, at its expense, take perform all actions steps requested by FINOVA the Agent at any time to perfect, maintain, protect protect, and enforce FINOVA's first priority security interest and other rights in the Collateral and the priority thereof from time to timeSecurity Interest, including, without limitation, : (ia) executing and recording of the Mortgages and the Trademark Security Agreements and executing and filing financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance satisfactory to FINOVA, the Agent; (ii) maintaining a perpetual inventory and complete and accurate stock records, (iiib) delivering to FINOVA the Agent upon request the original certificates of title for motor vehicles with the Security Interest properly endorsed thereon; (c) delivering to the Agent the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Agent determines it should have physical possession in order to perfect and protect the Security Interest therein, duly endorsed or assigned to the Agent without restriction; (d) delivering to the Agent upon request warehouse receipts covering any portion of the Collateral located in warehouses and for which negotiable warehouse receipts are issued, and transferring Inventory to warehouses designated by FINOVA, ; (ive) placing notations on such Borrower's books of account to disclose FINOVA's the Security Interest; (f) executing and delivering to the Agent upon request a security interest therein agreement relating to the Reversions in form and substance satisfactory to the Agent; (vg) delivering to FINOVA the Agent upon request all letters of credit on which such Borrower is named beneficiary; and (h) taking such other steps as are deemed necessary or desirable by the Agent to maintain and protect the Security Interest. FINOVA To the extent permitted by applicable law, the Agent may file, without either Borrower's signature, one or more financing statements disclosing FINOVA's security interest under this Agreementthe Security Interest. Borrower agrees The Borrowers agree that a carbon, photographic, photostatic photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, any bailee or any of either Borrower's agents or processors, Borrower shall notify such Person of FINOVA's security interest in such Collateral and, upon FINOVA's request, instruct them to hold all such Collateral for FINOVA's account subject to FINOVA's instructions. From time to time, Borrower shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVA, but Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral shall continue in full force and effect.then the

Perfection and Protection of Security Interest. Each Borrower shall, at its expense, take all actions requested by FINOVA at any time to perfect, maintain, protect and enforce FINOVA's first priority security interest and other rights in the Collateral and the priority thereof from time to time, including, without limitation, (i) executing and filing financing or continuation statements and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall require, all in form and substance satisfactory to FINOVA, (ii) maintaining a perpetual inventory and complete and accurate stock records, (iii) delivering to FINOVA warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, and transferring Inventory to warehouses designated by FINOVA, (iv) placing notations on such Borrower's books of account to disclose FINOVA's security interest therein and (v) delivering to FINOVA all letters of credit on which such Borrower is named beneficiary. FINOVA may file, without any Borrower's signature, one or more financing statements disclosing FINOVA's security interest under this Agreement. Each Borrower agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of a Borrower's agents or processors, the applicable Borrower shall notify such Person of FINOVA's security interest in such Collateral and, upon FINOVA's request, instruct them to hold all such Collateral for FINOVA's account subject to FINOVA's instructions. From time to time, each Borrower shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVA, but any Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral shall continue in full force and effect.

Perfection and Protection of Security Interest. Borrower (a) Grantor shall, at its expense, take perform all actions steps reasonably requested by FINOVA any Secured Party at any time to perfect, maintain, protect protect, and enforce FINOVAsuch Secured Party's first priority security interest and other rights in the Collateral and the priority thereof from time to timeLiens, including, without limitation, : (i) executing and filing financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance reasonably satisfactory to FINOVA, such Secured Party; (ii) maintaining a perpetual inventory at the Secured Parties request, delivering to the Secured Parties the originals of all Instruments, Documents, and complete Chattel Paper, and accurate stock recordsall other Collateral of which the Secured Parties reasonably determine they should have physical possession in order to perfect and protect the Secured Parties' security interest therein, duly pledged, endorsed or assigned to the Secured Parties without restriction; (iii) delivering to FINOVA the Secured Parties warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering any portion of the collateral for which certificates of title have been issued; (iv) at the request of the Secured Parties when a Event of Default has occurred and is continuing, and transferring Inventory to warehouses or other locations designated by FINOVA, the Secured Parties (ivor such Secured Party); (v) placing notations on BorrowerGrantor's books of account to disclose FINOVA's the Secured Parties' security interest therein interest; (vi) obtaining control agreements in favor of the Secured Parties from securities intermediaries with respect to financial assets in the possession of securities intermediaries; (vii) at the request of the Secured Parties, assigning and (v) delivering to FINOVA the Secured Parties all Supporting Obligations, including letters of credit on which Borrower Grantor is named beneficiarybeneficiary with the written consent of the issuer thereof; and (viii) taking such other steps as are reasonably deemed necessary or desirable by any Secured Party to maintain and protect such Secured Party's Liens. FINOVA To the extent permitted by applicable law, any Secured Party may file, without BorrowerGrantor's signature, one or more financing statements disclosing FINOVA's security interest under this Agreement. Borrower agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVA's security interest in such Collateral and, upon FINOVA's request, instruct them to hold all such Collateral for FINOVA's account subject to FINOVA's instructions. From time to time, Borrower shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVA, but Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral shall continue in full force and effect.Secured Party's

Perfection and Protection of Security Interest. Borrower shall, at its expense, take all reasonable actions requested by FINOVA at any time to perfect, maintain, protect and enforce FINOVA's first priority security interest and other rights in the Collateral and the priority thereof from time to time, including, without limitation, (i) executing and filing financing or continuation statements and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall require, all in form and substance satisfactory to FINOVA, (ii) maintaining a perpetual inventory and complete and accurate stock records, (iii) delivering to FINOVA warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, and transferring Inventory to warehouses designated by FINOVA, (iv) placing notations on Borrower's books of account to disclose FINOVA's security interest therein and (v) delivering to FINOVA all letters of credit on which Borrower is named beneficiary. FINOVA may file, without Borrower's signature, one or more financing statements disclosing FINOVA's security interest under this Agreement. Borrower agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVA's security interest in such Collateral and, upon FINOVA's request, instruct them to hold all such Collateral for FINOVA's account subject to FINOVA's instructions. From time to time, Borrower shall, upon FINOVA's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVA, but Borrower's failure to do so shall not affect or limit FINOVA's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminated, FINOVA's security interest in the Collateral shall continue in full force and effect.

Perfection and Protection of Security Interest. Borrower shall, at its expense, take all actions requested by FINOVA GFC at any time to perfect, maintain, protect and enforce FINOVAGFC's first priority security interest and other rights in the Collateral and the priority thereof from time to time, including, without limitation, (i) executing and filing financing or continuation statements and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA GFC shall require, all in form and substance satisfactory to FINOVAGFC, (ii) maintaining a perpetual inventory and complete and accurate stock records, (iii) delivering to FINOVA GFC warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, and when requested transferring Inventory to warehouses designated by FINOVAGFC, (iv) placing notations on Borrower's books of account to disclose FINOVAGFC's security interest therein therein, and (v) when requested, delivering to FINOVA GFC all letters of credit on which Borrower is named beneficiary. FINOVA GFC may file, without Borrower's signature, one or more financing statements disclosing FINOVAGFC's security interest under this Agreement. Borrower agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of Borrower's agents or processors, Borrower shall notify such Person of FINOVAGFC's security interest in such Collateral and, upon FINOVAGFC's request, instruct them to hold all such Collateral for FINOVAGFC's account subject to FINOVAGFC's instructions. From time to time, Borrower shall, upon FINOVAGFC's request, execute and deliver confirmatory written instruments pledging the Collateral to FINOVAGFC, but Borrower's failure to do so shall not affect or limit FINOVAGFC's security interest or other rights in and to the Collateral. Until the Obligations have been fully satisfied and FINOVAGFC's obligation to make further advances hereunder has terminated, FINOVAGFC's security interest in the Collateral shall continue in full force and effect.

Perfection and Protection of Security Interest. The Borrower shall, at its expense, take perform all actions steps requested by FINOVA the Lender at any time to perfect, maintain, protect protect, and enforce FINOVA's first priority security interest and other rights in the Collateral and the priority thereof from time to time, Security Interest including, without limitation, : (ia) executing and recording of the Patent and Trademark Assignment and executing and filing financing or continuation statements statements, and amendments thereof and executing and delivering such documents and titles in connection with motor vehicles as FINOVA shall requirethereof, all in form and substance satisfactory to FINOVA, the Lender; (ii) maintaining a perpetual inventory and complete and accurate stock records, (iiib) delivering to FINOVA the Lender the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Lender determines it should have physical possession in order to perfect and protect the Security Interest therein, duly endorsed or assigned to the Lender without restriction; (c) delivering to the Lender warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued; (d) after an Event of Default and during the continuation thereof, and transferring Inventory to warehouses designated by FINOVA, the Lender; (ive) placing notations on the Borrower's books of account to disclose FINOVA's the Security Interest; (f) executing and delivering to the Lender a security interest therein agreement relating to the Reversions in form and substance reasonably satisfactory to the Lender; (vg) delivering to FINOVA the Lender all letters of credit on which the Borrower is named beneficiary; and (h) taking such other steps as are deemed necessary by the Lender to maintain the Security Interest. FINOVA To the extent permitted by applicable law, the Lender may file, without the Borrower's signature, one or more financing statements disclosing FINOVA's security interest under this Agreementthe Security Interest. The Borrower agrees that a carbon, photographic, photostatic photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower's agents or processors, then the Borrower shall notify the Lender thereof and shall notify such Person of FINOVA's security interest the Security Interest in such Collateral and, upon FINOVAthe Lender's requestrequest if an Event of Default has occurred and is continuing, instruct them such Person to hold all such Collateral for FINOVAthe Lender's account subject to FINOVAthe Lender's instructions. From time to time, the Borrower shall, upon FINOVALender's request, execute and deliver confirmatory written instruments pledging to the Collateral to FINOVALender the Collateral, but the Borrower's failure to do so shall not affect or limit FINOVAthe Security Interest or the Lender's security interest or other rights in and to the Collateral. Until the So long as this Agreement is in effect and until all Obligations have been fully satisfied and FINOVA's obligation to make further advances hereunder has terminatedin accordance with the terms hereof, FINOVA's security interest in the Collateral Security Interest shall continue in full force and effecteffect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of credit, or other financial accommodation).