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

PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN. Each Credit Party shall, at Lender’s reasonable request, at any time and from time to time, execute and deliver to Lender within ten (10) days of such request, such financing statements, documents and other agreements and instruments (and pay the cost of filing or recording the same in all public offices deemed reasonably necessary or desirable by Lender) and do such other acts and things as Lender may deem necessary or desirable in order to establish and maintain a valid, attached and perfected security interest in the Collateral in favor of Lender (free and clear of all other liens, claims and rights of third parties whatsoever, whether voluntarily or involuntarily created, except Permitted Encumbrances) to secure payment of the Obligations, and in order to facilitate the collection of the Collateral. Each Credit Party irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as such Credit Party’s true and lawful attorney and agent-in-fact to execute such financing statements, documents and other agreements and instruments and do such other acts and things as may be necessary to preserve and perfect Lender’s security interest in the Collateral. Each Credit Party further agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement shall be sufficient as a financing statement. Each Credit Party hereby authorizes Lender to prepare and file such financing statements or amendments thereof (including financing statements and amendments thereof describing the Collateral as “all assets” or “all personal property” or words to that effect) as Lender may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC or the Uniform Commercial Code of any applicable jurisdiction. Each Credit Party acknowledges and agrees that the Collateral is intended to encompass all assets and property of such Credit Party and if at any time such Credit Party acquires any interest in any assets or property a security interest in which cannot be perfected by the filing of a financing statement in the appropriate jurisdiction or any assets or property a security interest in which can be perfected by the filing of a financing statement in the appropriate jurisdiction but that are not covered by the security interest grant set forth above (e.g., commercial tort claims, it being certified by such Credit Party that it has no interest in any commercial tort claims as of the Closing Date), then such Credit Party will promptly notify Lender of the same and, if requested by Lender, cause such assets or property to become part of the Collateral and take such reasonable steps as Lender may require in accordance with the first sentence of this Section 2.7.

PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN. Each Credit Party shall, at Lender’s reasonable request, Borrower irrevocably authorizes Lender at any time time, and from time to time, to file in any jurisdiction any initial financing statements and amendments thereto that contain any information required by Section 5 of Article 9 of the UCC of the jurisdiction wherein such financing statement or amendment is filed regarding the sufficiency or filing office acceptance of any financing statement or amendment, including whether Borrower is an organization, the type of organization and any organization identification number issued to Borrower. Xxxxxxxx agrees to furnish any such information to Lender promptly upon its request. Without limiting the generality of the foregoing, to perfect and keep, as a first priority perfected security interest (subject only to Liens permitted pursuant to Section 5.02(a)), the security interest and Liens in the Collateral granted by Borrower to Lender to secure the payment and performance of all of the Obligations, and to otherwise protect and preserve the Collateral and Xxxxxx’s security interest and Liens therein or to enforce Xxxxxx’s security interests and Liens in the Collateral, Borrower (a) shall execute and deliver to Lender within ten (10) days Lender, concurrently with the execution of such requestthis Agreement, such financing statementsand at any time or times hereafter, at the request of Lender, all instruments or other documents and other agreements and instruments (and pay the cost of filing or recording the same in all public offices deemed reasonably necessary or desirable by LenderXxxxxx) and do such other acts and things as Lender may deem necessary or desirable reasonably request, in order form and substance reasonably satisfactory to establish and maintain a valid, attached and perfected security interest in the Collateral in favor of Lender (free and clear of all other liens, claims and rights of third parties whatsoever, whether voluntarily or involuntarily created, except Permitted Encumbrances) to secure payment of the ObligationsLender, and in order (b) irrevocably authorizes Lender at any time, and from time to facilitate the collection of the Collateral. Each Credit Party irrevocably hereby makestime, constitutes and appoints Lender to file (and all Persons designated by Lender for that purpose) as such Credit Party’s true and lawful attorney and agent-in-fact to execute such financing statements, documents and other agreements and instruments and do such other acts and things as may be if necessary to preserve execute) in any jurisdiction any financing statements and perfect Lender’s security interest in the Collateral. Each Credit Party further agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement shall be sufficient as a any amendment to any financing statement. Each Credit Party hereby authorizes Lender to prepare Borrower further ratifies and file such affirms its authorization for any financing statements or and/or amendments thereof (including financing statements and amendments thereof describing the Collateral as “all assets” or “all personal property” or words to that effect) as thereto filed by Lender may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC or the Uniform Commercial Code of any applicable jurisdiction. Each Credit Party acknowledges and agrees that the Collateral is intended to encompass all assets and property of such Credit Party and if at any time such Credit Party acquires any interest in any assets jurisdiction on or property a security interest in which cannot be perfected by prior to the filing of a financing statement in the appropriate jurisdiction or any assets or property a security interest in which can be perfected by the filing of a financing statement in the appropriate jurisdiction but that are not covered by the security interest grant set forth above (e.g., commercial tort claims, it being certified by such Credit Party that it has no interest in any commercial tort claims as of the Closing Date), then such Credit Party will promptly notify Lender of the same and, if requested by Lender, cause such assets or property to become part of the Collateral and take such reasonable steps as Lender may require in accordance with the first sentence date of this Section 2.7Agreement.

PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN. Each Credit Party shall, at Lender’s reasonable request, Obligor hereby irrevocably authorizes Bank at any time time, and from time to time, to file in any jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Obligor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Uniform Commercial Code of the jurisdiction wherein such financing statement or amendment is filed, or (ii) as being of an equal or lesser scope or within greater detail, and (b) contain any other information required by Section 5 of Article 9 of the Uniform Commercial Code of the jurisdiction wherein such financing statement or amendment is filed regarding the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Obligor is an organization, the type of organization and any organization identification number issued to such Obligor, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real Property to which the Collateral relates. Each Obligor agrees to furnish any such information to Bank promptly upon its request. Without limiting the generality of the foregoing, to perfect and keep, as a first priority perfected security interest, the security interest and Liens in the Collateral granted by each Obligor to Bank to secure the payment and performance of all of the Liabilities, and to otherwise protect and preserve the Collateral and Bank’s security interest and Liens therein or to enforce Bank’s security interests and Liens in the Collateral, each Obligor (x) shall execute and deliver to Lender within ten (10) days Bank, concurrently with the execution of such requestthis Agreement, such financing statementsand at any time or times hereafter, at the request of Bank, all instruments or other documents and other agreements and instruments (and pay the cost of filing or recording the same in all public offices deemed reasonably necessary or desirable by LenderBank) and do such other acts as Bank may request, in a form and things as Lender may deem necessary or desirable in order substance reasonably satisfactory to establish and maintain a valid, attached and perfected security interest in the Collateral in favor of Lender (free and clear of all other liens, claims and rights of third parties whatsoever, whether voluntarily or involuntarily created, except Permitted Encumbrances) to secure payment of the ObligationsBank, and in order (y) irrevocably authorizes Bank at any time, and from time to facilitate the collection of the Collateral. Each Credit Party irrevocably hereby makestime, constitutes and appoints Lender to file (and all Persons designated by Lender for that purpose) as such Credit Party’s true and lawful attorney and agent-in-fact to execute such financing statements, documents and other agreements and instruments and do such other acts and things as may be if necessary to preserve execute) in any jurisdiction any financing statements and perfect Lender’s security interest in the Collateral. Each Credit Party further agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement shall be sufficient as a any amendment to any financing statement. Each Credit Party hereby authorizes Lender to prepare Obligor further ratifies and file such affirms its authorization for any financing statements or and/or amendments thereof (including financing statements and amendments thereof describing the Collateral as “all assets” or “all personal property” or words to that effect) as Lender may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC or the Uniform Commercial Code of any applicable jurisdiction. Each Credit Party acknowledges and agrees that the Collateral is intended to encompass all assets and property of such Credit Party and if at any time such Credit Party acquires any interest thereto filed by Bank in any assets jurisdiction on or property a security interest in which cannot be perfected by prior to the filing of a financing statement in the appropriate jurisdiction or any assets or property a security interest in which can be perfected by the filing of a financing statement in the appropriate jurisdiction but that are not covered by the security interest grant set forth above (e.g., commercial tort claims, it being certified by such Credit Party that it has no interest in any commercial tort claims as of the Closing Date), then such Credit Party will promptly notify Lender of the same and, if requested by Lender, cause such assets or property to become part of the Collateral and take such reasonable steps as Lender may require in accordance with the first sentence date of this Section 2.7Agreement.

PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN. Each Credit Party Borrower hereby authorizes Lender to file UCC-1 financing statements and copyright mortgages against Borrower covering the Collateral owned by Borrower (and describing such Collateral, if Lender shall so choose in its absolute discretion, as “All Assets” of Borrower) in such jurisdictions as Lender shall deem necessary, prudent or desirable to perfect and protect the liens and security interests granted to Lender hereunder, with or without the signature of Borrower. Borrower shall, at Lender’s reasonable request, at any time and from time to time, authenticate, execute and deliver to Lender within ten (10) days of such request, such financing statements, documents and other agreements and instruments (and pay the cost of filing or recording the same in all public offices deemed reasonably necessary or desirable by Lender) and do such other acts and things or cause third parties to do such other acts and things as Lender may deem necessary necessary, prudent or desirable in its sole discretion in order to establish and maintain a valid, attached and perfected security interest in the Collateral in favor of Lender (free and clear of all other liens, claims claims, encumbrances and rights of third parties whatsoever, whether voluntarily or involuntarily created, except Permitted EncumbrancesLiens) to secure payment of the ObligationsLiabilities, and in order to facilitate the collection of the Collateral. Each Credit Party Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as such Credit PartyBorrower’s true and lawful attorney and agent-in-fact to execute and file such financing statements, documents and other agreements and instruments and do such other acts and things as may be necessary to preserve and perfect Lender’s security interest in the Collateral. Each Credit Party Borrower further agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement shall be sufficient as a financing statement. Each Credit Party hereby authorizes Borrower further ratifies and confirms the prior filing by Lender to prepare of any (and file such any appropriate amendments or continuations thereof) and all financing statements which identify such Borrower as debtor, Lender as secured party and any or amendments thereof (including financing statements and amendments thereof describing the all Collateral as “all assets” or “all personal property” or words to that effect) as Lender may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC or the Uniform Commercial Code of any applicable jurisdiction. Each Credit Party acknowledges and agrees that the Collateral is intended to encompass all assets and property of such Credit Party and if at any time such Credit Party acquires any interest in any assets or property a security interest in which cannot be perfected by the filing of a financing statement in the appropriate jurisdiction or any assets or property a security interest in which can be perfected by the filing of a financing statement in the appropriate jurisdiction but that are not covered by the security interest grant set forth above (e.g., commercial tort claims, it being certified by such Credit Party that it has no interest in any commercial tort claims as of the Closing Date), then such Credit Party will promptly notify Lender of the same and, if requested by Lender, cause such assets or property to become part of the Collateral and take such reasonable steps as Lender may require in accordance with the first sentence of this Section 2.7collateral.

PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN. Each Credit Party shall, at Lender’s reasonable request, Borrower irrevocably authorizes Lender at any time time, and from time to time, to file in any jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral as all assets of Borrower (other than Excluded Property) or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the jurisdiction wherein such financing statement or amendment is filed, and (b) contain any other information required by Section 5 of Article 9 of the UCC of the jurisdiction wherein such financing statement or amendment is filed regarding the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether Borrower is an organization, the type of organization and any organization identification number issued to Borrower, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Borrower agrees to furnish any such information to Lender promptly upon its request. Without limiting the generality of the foregoing, to perfect and keep, as a first priority perfected security interest (subject only to Permitted Liens), the security interest and Liens in the Collateral granted by Borrower to Lender to secure the payment and performance of all of the Obligations, and to otherwise protect and preserve the Collateral and Lender’s security interest and Liens therein or to enforce Lender’s security interests and Liens in the Collateral, Borrower (x) shall execute and deliver to Lender within ten (10) days Lender, concurrently with the execution of such requestthis Agreement, such financing statementsand at any time or times hereafter, at the request of Lender, all instruments or other documents and other agreements and instruments (and pay the cost of filing or recording the same in all public offices deemed reasonably necessary or desirable by Lender) and do such other acts and things as Lender may deem necessary or desirable reasonably request, in order form and substance reasonably satisfactory to establish and maintain a valid, attached and perfected security interest in the Collateral in favor of Lender (free and clear of all other liens, claims and rights of third parties whatsoever, whether voluntarily or involuntarily created, except Permitted Encumbrances) to secure payment of the ObligationsLender, and in order (y) irrevocably authorizes Lender at any time, and from time to facilitate the collection of the Collateral. Each Credit Party irrevocably hereby makestime, constitutes and appoints Lender to file (and all Persons designated by Lender for that purpose) as such Credit Party’s true and lawful attorney and agent-in-fact to execute such financing statements, documents and other agreements and instruments and do such other acts and things as may be if necessary to preserve execute) in any jurisdiction any financing statements and perfect Lender’s security interest in the Collateral. Each Credit Party further agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement shall be sufficient as a any amendment to any financing statement. Each Credit Party hereby authorizes Lender to prepare Borrower further ratifies and file such affirms its authorization for any financing statements or and/or amendments thereof (including financing statements and amendments thereof describing the Collateral as “all assets” or “all personal property” or words to that effect) as thereto filed by Lender may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC or the Uniform Commercial Code of any applicable jurisdiction. Each Credit Party acknowledges and agrees that the Collateral is intended to encompass all assets and property of such Credit Party and if at any time such Credit Party acquires any interest in any assets jurisdiction on or property a security interest in which cannot be perfected by prior to the filing of a financing statement in the appropriate jurisdiction or any assets or property a security interest in which can be perfected by the filing of a financing statement in the appropriate jurisdiction but that are not covered by the security interest grant set forth above (e.g., commercial tort claims, it being certified by such Credit Party that it has no interest in any commercial tort claims as of the Closing Date), then such Credit Party will promptly notify Lender of the same and, if requested by Lender, cause such assets or property to become part of the Collateral and take such reasonable steps as Lender may require in accordance with the first sentence date of this Section 2.7Agreement.

PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN. Each Credit Party The Parent, the Borrowers and the DHB Subsidiaries shall, at Lender’s reasonable 's request, at any time and from time to time, authenticate, execute and deliver to Lender within ten (10) days of such request, such financing statements, documents and other agreements and instruments (and pay the cost of filing or recording the same in all public offices deemed reasonably necessary or desirable by Lender) and do such other acts and things or cause third parties to do such other acts and things as Lender may deem necessary or desirable in its sole discretion in order to establish and maintain a valid, attached and perfected security interest in the Collateral in favor of Lender (free and clear of all other liens, claims claims, encumbrances and rights of third parties whatsoever, whether voluntarily or involuntarily created, except Permitted EncumbrancesLiens) to secure payment of the ObligationsLiabilities, and in order to facilitate the collection of the Collateral. Each Credit Party of Parent, each Borrower and each DHB Subsidiary irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as Parent's, such Credit Party’s Borrower's or such DHB Subsidiary's true and lawful attorney and agent-in-fact to execute and file such financing statements, documents and other agreements and instruments and do such other acts and things as may be necessary to preserve and perfect Lender’s 's security interest in the Collateral. Each Credit Party of Parent, each Borrower and each DHB Subsidiary further agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement shall be sufficient as a financing statement. Each Credit Party hereby authorizes of Parent, each Borrower and each DHB Subsidiary further authorizes, notifies and confirms the prior filing by Lender to prepare of any and file such all financing statements which identify Parent, such Borrower or amendments thereof (including financing statements such DHB Subsidiary as debtor, Lender as secured party and amendments thereof describing the any or all Collateral as “all assets” or “all personal property” or words to that effect) as Lender may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC or the Uniform Commercial Code of any applicable jurisdiction. Each Credit Party acknowledges and agrees that the Collateral is intended to encompass all assets and property of such Credit Party and if at any time such Credit Party acquires any interest in any assets or property a security interest in which cannot be perfected by the filing of a financing statement in the appropriate jurisdiction or any assets or property a security interest in which can be perfected by the filing of a financing statement in the appropriate jurisdiction but that are not covered by the security interest grant set forth above (e.g., commercial tort claims, it being certified by such Credit Party that it has no interest in any commercial tort claims as of the Closing Date), then such Credit Party will promptly notify Lender of the same and, if requested by Lender, cause such assets or property to become part of the Collateral and take such reasonable steps as Lender may require in accordance with the first sentence of this Section 2.7collateral.

PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN. Each Credit Party Borrower and each Obligor shall, at Lender’s reasonable 's request, at any time and from time to time, authenticate, execute and deliver to Lender within ten (10) days of such request, such financing statements, documents and other agreements and instruments (and pay the cost of filing or recording the same in all public offices deemed reasonably necessary or desirable by LenderLender acting reasonably in good faith) and do such other acts and things or cause third parties to do such other acts and things as Lender may deem necessary or desirable acting reasonably in good faith, in order to establish and maintain a valid, attached and perfected security interest in the Collateral in favor favour of Lender (free and clear of all other liensLiens, claims claims, encumbrances and rights of third parties whatsoever, whether voluntarily or involuntarily created, except Permitted EncumbrancesLiens) to secure payment of the ObligationsLiabilities, and in order to facilitate the collection of the Collateral. Each Credit Party Upon and during the continuance of an Event of Default the Borrower and each Obligor irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as such Credit Party’s Borrower's and Obligor's, as applicable, true and lawful attorney and agent-in-fact to execute and file such financing statements, documents and other agreements and instruments and do such other acts and things as may be necessary to preserve and perfect Lender’s 's security interest in the Collateral. Each Credit Party Borrower and each Obligor further agrees that a carbon, photographic, photostatic or other reproduction ratifies and confirms the prior filing by Lender of this Agreement or of a financing statement shall be sufficient as a financing statement. Each Credit Party hereby authorizes Lender to prepare any and file such all financing statements which identify the Borrower or amendments thereof (including financing statements any Obligor as debtor, Lender as secured party and amendments thereof describing the any or all Collateral as “all assets” or “all personal property” or words to that effect) as Lender may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC or the Uniform Commercial Code of any applicable jurisdiction. Each Credit Party acknowledges and agrees that the Collateral is intended to encompass all assets and property of such Credit Party and if at any time such Credit Party acquires any interest in any assets or property a security interest in which cannot be perfected by the filing of a financing statement in the appropriate jurisdiction or any assets or property a security interest in which can be perfected by the filing of a financing statement in the appropriate jurisdiction but that are not covered by the security interest grant set forth above (e.g., commercial tort claims, it being certified by such Credit Party that it has no interest in any commercial tort claims as of the Closing Date), then such Credit Party will promptly notify Lender of the same and, if requested by Lender, cause such assets or property to become part of the Collateral and take such reasonable steps as Lender may require in accordance with the first sentence of this Section 2.7collateral.

PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN. Each Credit Party Borrower hereby authorizes Lender to file UCC-1 financing statements against such Borrower covering the Collateral owned by such Borrower (and describing such collateral, if Lender shall so choose in its absolute discretion, as "All Assets" of such Borrower) in such jurisdictions as Lender shall deem necessary, prudent or desirable to perfect and protect the liens and security interests granted to Lender hereunder, with or without the signature of such Borrower. Each Borrower shall, at Lender’s reasonable 's request, at any time and from time to time, authenticate, execute and deliver to Lender within ten (10) days of such request, such financing statements, documents and other agreements and instruments (and pay the cost of filing or recording the same in all public offices deemed reasonably necessary necessary, prudent or desirable by Lender) and do such other acts and things or cause third parties to do such other acts and things as Lender may deem necessary necessary, prudent or desirable in its sole discretion in order to establish and maintain a valid, attached and perfected security interest in the Collateral in favor of Lender (free and clear of all other liens, claims claims, encumbrances and rights of third parties whatsoever, whether voluntarily or involuntarily created, except Permitted EncumbrancesLiens) to secure payment of the ObligationsLiabilities. Without limiting the generality of the foregoing, each Borrower agrees (a) to provide a landlord's waiver reasonably satisfactory to Lender for each leased location where such Borrower maintains books and records or any Equipment financed with Equipment Loans (provided that, so long as books and records information pertaining to the business of AM Nex-Link is available at the Initial Mortgaged Premises, Borrowers shall not be required to provide a landlord's waiver for AM Nex-Link's Florida location if all such books and records are moved to the Initial Mortgaged Premises prior to October 1, 2002 and maintained at such location thereafter), and in order (b) to facilitate the collection use best efforts to provide a landlord's waiver reasonably satisfactory to Lender for each other leased location of the Collateralsuch Borrower. Each Credit Party Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as such Credit Party’s Borrower's true and lawful attorney and agent-in-fact to execute and file such financing statements, documents and other agreements and instruments and do such other acts and things as may be necessary to preserve and perfect Lender’s 's security interest in the Collateral. Each Credit Party Borrower further agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement shall be sufficient as a financing statement. Each Credit Party hereby authorizes Borrower further ratifies and confirms the prior filing by Lender to prepare of any and file such all financing statements (and any appropriate amendments or amendments thereof (including financing statements continuations thereof) which identify such Borrower as debtor, Lender as secured party and amendments thereof describing the any or all Collateral as “all assets” or “all personal property” or words collateral. Notwithstanding anything to that effect) as Lender may from time the contrary contained herein, no Borrower shall be required to time deem necessary or appropriate comply with any certificate of title statute in order to perfect and maintain the security interests granted hereunder in accordance with the UCC or the Uniform Commercial Code of any applicable jurisdiction. Each Credit Party acknowledges and agrees that the Collateral is intended to encompass all assets and property of such Credit Party and if at any time such Credit Party acquires any interest in any assets or property a Lender's security interest in which cannot be perfected by the filing vehicles unless an Event of a financing statement in the appropriate jurisdiction or any assets or property a security interest in which can be perfected by the filing of a financing statement in the appropriate jurisdiction but Default exists and Lender requests that are not covered by the security interest grant set forth above (e.g., commercial tort claims, it being certified by such Credit Party that it has no interest in any commercial tort claims as of the Closing Date), then such Credit Party will promptly notify Lender of the same and, if requested by Lender, cause such assets or property to become part of the Collateral and take such reasonable steps as Lender may require in accordance Borrower so comply with the first sentence applicable certificate of this Section 2.7title statutes.

PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN. Each Credit Party Borrower shall, at Lender’s reasonable 's request, at any time and from time to time, execute and deliver to Lender within ten (10) days of such request, such financing statements, documents and other agreements and instruments (and pay the cost of filing or recording the same in all public offices deemed reasonably necessary or desirable by Lender) and do such other acts and things as Lender may deem necessary or desirable in its sole discretion in order to establish and maintain a valid, attached and perfected security interest in the Collateral in favor of Lender Lender, (free and clear of all other liens, claims claims, encumbrances and rights of third parties whatsoever, whether voluntarily or involuntarily created, except Permitted EncumbrancesLiens) to secure payment of the ObligationsLiabilities, and in order to facilitate the collection of the Collateral. Each Credit Party item of Chattel Paper shall, at Lender's sole election, be delivered to Lender (or its designee) or be conspicuously marked with a legend stating that such Chattel Paper is subject to the security interest granted to Lender. All items of Inventory held by Borrower as consignee shall be clearly marked as such and shall be segregated from Inventory owned by Borrower. Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as such Credit Party’s Borrower's true and lawful attorney and agent-in-fact to execute such financing statements, documents and other agreements and instruments and do such other acts and things as may be necessary to preserve and perfect Lender’s 's security interest in the Collateral. Each Credit Party Borrower further agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement shall be sufficient as a financing statement. Each Credit Party hereby authorizes Lender to prepare and file such financing statements or amendments thereof (including financing statements and amendments thereof describing the Collateral as “all assets” or “all personal property” or words to that effect) as Lender may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC or the Uniform Commercial Code of any applicable jurisdiction. Each Credit Party acknowledges and agrees that the Collateral is intended to encompass all assets and property of such Credit Party and if at any time such Credit Party acquires any interest in any assets or property a security interest in which cannot be perfected by the filing of a financing statement in the appropriate jurisdiction or any assets or property a security interest in which can be perfected by the filing of a financing statement in the appropriate jurisdiction but that are not covered by the security interest grant set forth above (e.g., commercial tort claims, it being certified by such Credit Party that it has no interest in any commercial tort claims as of the Closing Date), then such Credit Party will promptly notify Lender of the same and, if requested by Lender, cause such assets or property to become part of the Collateral and take such reasonable steps as Lender may require in accordance with the first sentence of this Section 2.7.

PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN. Each Credit Party Borrower hereby irrevocably authorizes Lender to file such Uniform Commercial Code financing statements, amendments, renewals and assignments thereof, as Lender deems reasonably necessary, consistent with the rights privileges and security interests afforded to Lender hereunder and shall, at Lender’s reasonable 's request, at any time and from time to time, authenticate, execute and deliver to Lender, or authorize Lender within ten (10) days of such requestto file, such financing statements, documents and other agreements and instruments (and pay the cost of filing or recording the same in all public offices deemed reasonably necessary or desirable by Lender) and do such other acts and things or cause third parties to do such other acts and things as Lender may deem necessary or desirable in its sole discretion in order to establish and maintain a valid, attached and perfected security interest in the Collateral in favor of Lender (free and clear of all other liens, claims claims, encumbrances and rights of third parties whatsoever, whether voluntarily or involuntarily created, except Permitted EncumbrancesLiens) to secure payment of the ObligationsLiabilities, and in order to facilitate the collection of the Collateral. Each Credit Party Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as such Credit Party’s Borrower's true and lawful attorney and agent-in-fact to execute and file such financing statements, documents and other agreements and instruments and do such other acts and things as may be necessary to preserve and perfect Lender’s 's security interest in the Collateral. Each Credit Party Borrower further agrees that a carbon, photographic, photostatic or other reproduction of this Loan Agreement or of a financing statement shall be sufficient as a financing statement. Each Credit Party hereby authorizes , each Borrower further ratifies and confirms the prior filing by Lender to prepare of any and file such all financing statements which identify such Borrower as debtor, Lender as secured party and any or amendments thereof (including financing statements and amendments thereof describing the all Collateral as “all assets” or “all personal property” or words to that effect) as Lender may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC or the Uniform Commercial Code of any applicable jurisdiction. Each Credit Party acknowledges and agrees that the Collateral is intended to encompass all assets and property of such Credit Party and if at any time such Credit Party acquires any interest in any assets or property a security interest in which cannot be perfected by the filing of a financing statement in the appropriate jurisdiction or any assets or property a security interest in which can be perfected by the filing of a financing statement in the appropriate jurisdiction but that are not covered by the security interest grant set forth above (e.g., commercial tort claims, it being certified by such Credit Party that it has no interest in any commercial tort claims as of the Closing Date), then such Credit Party will promptly notify Lender of the same and, if requested by Lender, cause such assets or property to become part of the Collateral and take such reasonable steps as Lender may require in accordance with the first sentence of this Section 2.7collateral.

PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN. Each Credit Party shall, at Lender’s reasonable request, at any time and from time to time, Borrower shall execute and deliver to Lender within ten (10) days Agent, concurrently with the execution of such requestthis Agreement, such and at any time or times hereafter at the request of Agent, all financing statements, instruments or other documents and other agreements and instruments (and pay the cost of filing or recording the same in all public offices reasonably deemed necessary by Agent), as Agent may request, in a form reasonably satisfactory to Agent, to perfect and keep, as a first priority perfected security interest, the security interest and Liens in the Collateral granted by Borrower to Agent for the benefit of Agent, Lenders and the Issuing Bank to secure the payment and performance of all of the Liabilities, or to otherwise protect and preserve the Collateral and Agent's security interest and Liens therein or to enforce Agent's security interests and Liens in the Collateral, Borrower (i) shall deliver to Agent, at any time and from time to time, at the request of Agent, all financing statements, amendments to financing statements, instruments or other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed necessary or desirable by LenderAgent) and do such other acts as Agent may request, in a form and things as Lender may deem necessary or desirable in order substance reasonably satisfactory to establish and maintain a valid, attached and perfected security interest in the Collateral in favor of Lender (free and clear of all other liens, claims and rights of third parties whatsoever, whether voluntarily or involuntarily created, except Permitted Encumbrances) to secure payment of the ObligationsAgent, and in order (ii) irrevocably authorizes Agent at any time, and from time to facilitate the collection of the Collateral. Each Credit Party irrevocably hereby makestime, constitutes and appoints Lender to file (and all Persons designated by Lender for that purpose) as such Credit Party’s true and lawful attorney and agent-in-fact to execute such financing statements, documents and other agreements and instruments and do such other acts and things as may be if necessary to preserve execute) in any jurisdiction any financing statements and perfect Lender’s security interest in the Collateralany amendment to any financing statement. Each Credit Party Borrower further agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement shall be is sufficient as a financing statement. Each Credit Party Borrower hereby irrevocably authorizes Lender Agent at any time, and from time to prepare and time, to file such financing statements or amendments thereof (including in any jurisdiction any initial financing statements and amendments thereof describing thereto that (a) indicate the Collateral (i) as “all assets” or “all personal property” assets of Borrower or words to that of similar effect) as Lender may from time to time deem necessary or appropriate , regardless of whether any particular asset comprised in order to perfect and maintain the security interests granted hereunder in accordance with Collateral falls within the UCC or scope of Article 9 of the Uniform Commercial Code of the jurisdiction wherein such financing statement or amendment is filed, or (ii) as being of an equal or lesser scope or within greater detail, and (b) contain any applicable jurisdiction. Each Credit Party acknowledges other information required by Section 5 of Article 9 of the Uniform Commercial Code of the jurisdiction wherein such financing statement or amendment is filed regarding the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether Borrower is an organization, the type of organization and agrees that any organization identification number issued to Borrower, and (ii) in the Collateral is intended to encompass all assets and property of such Credit Party and if at any time such Credit Party acquires any interest in any assets or property a security interest in which cannot be perfected by the filing case of a financing statement in filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the appropriate jurisdiction or Collateral relates. Borrower agrees to furnish any assets or property a security interest in which can be perfected such information to Agent promptly upon request. Borrower further ratifies and affirms its authorization for any financing statements and/or amendments thereto, executed and filed by the filing of a financing statement in the appropriate jurisdiction but that are not covered by the security interest grant set forth above (e.g., commercial tort claims, it being certified by such Credit Party that it has no interest Agent in any commercial tort claims as of jurisdiction prior to the Closing Date), then such Credit Party will promptly notify Lender of the same and, if requested by Lender, cause such assets or property to become part of the Collateral and take such reasonable steps as Lender may require in accordance with the first sentence date of this Section 2.7Agreement.

PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN. Each Credit Party Borrower shall, at LenderAdministrative Agent’s reasonable request, at any time and from time to time, authenticate, execute and deliver to Lender within ten (10) days of such request, Administrative Agent such financing statements, documents and other agreements and instruments (and pay the cost of filing or recording the same in all public offices deemed reasonably necessary or desirable by LenderAdministrative Agent) and do such other acts and things or cause third parties to do such other acts and things as Lender Administrative Agent may deem necessary or desirable in its sole discretion in order to establish and maintain a valid, attached and perfected security interest in the Collateral in favor of Lender Administrative Agent (free and clear of all other liens, claims claims, encumbrances and rights of third parties whatsoever, whether voluntarily or involuntarily created, except Permitted EncumbrancesLiens) to secure payment of the ObligationsLiabilities, and in order to facilitate the collection of the Collateral. Each Credit Party Borrower hereby irrevocably authorizes the Administrative Agent at any time and from time to time, to file in any jurisdiction any initial financing statements and amendments thereto without the signature of the Borrower describing the Collateral. Borrower irrevocably hereby makes, constitutes and appoints Lender Administrative Agent (and all Persons designated by Lender Administrative Agent for that purpose) as such Credit PartyBorrower’s true and lawful attorney and agent-in-fact to execute and file such financing statements, documents and other agreements and instruments and do such other acts and things as may be necessary to preserve and perfect LenderAdministrative Agent’s security interest in the Collateral. Each Credit Party Borrower further agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement shall be sufficient as a financing statement. Each Credit Party hereby authorizes Lender to prepare Borrower further ratifies and file such confirms the prior filing by Administrative Agent of any and all financing statements which identify the Borrower as debtor, Administrative Agent as secured party and any or amendments thereof (including financing statements and amendments thereof describing the all Collateral as “all assets” or “all personal property” or words to that effect) as Lender may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC or the Uniform Commercial Code of any applicable jurisdiction. Each Credit Party acknowledges and agrees that the Collateral is intended to encompass all assets and property of such Credit Party and if at any time such Credit Party acquires any interest in any assets or property a security interest in which cannot be perfected by the filing of a financing statement in the appropriate jurisdiction or any assets or property a security interest in which can be perfected by the filing of a financing statement in the appropriate jurisdiction but that are not covered by the security interest grant set forth above (e.g., commercial tort claims, it being certified by such Credit Party that it has no interest in any commercial tort claims as of the Closing Date), then such Credit Party will promptly notify Lender of the same and, if requested by Lender, cause such assets or property to become part of the Collateral and take such reasonable steps as Lender may require in accordance with the first sentence of this Section 2.7collateral.

PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN. Each Credit Party Borrower hereby irrevocably and unconditionally authorizes Administrative Agent to file, and if requested will deliver to Administrative Agent, all financing statements as may from time to time be reasonably requested by Administrative Agent in order to maintain a first priority perfected security interest and lien in the Collateral, including, without limitation, (if requested by Administrative Agent) financing statement amendments assigning to Administrative Agent any financing statements naming a Borrower as a secured party. Any financing statement filed by Administrative Agent may be filed in any filing office in any UCC or PPSA jurisdiction deemed necessary or desirable by Administrative Agent and may contain such information as reasonably determined by Administrative Agent and permitted by applicable law. Each Borrower also agrees to furnish any such information to Administrative Agent promptly upon its reasonable request. Each Borrower shall, at LenderAdministrative Agent’s reasonable request, at any time and from time to time, authenticate, execute and deliver to Lender within ten (10) days of such request, Administrative Agent such financing statements, documents and other agreements and instruments (and pay the cost of filing or recording the same in all public offices deemed reasonably necessary or desirable by LenderAdministrative Agent) and do such other acts and things or cause third parties to do such other acts and things as Lender Administrative Agent may deem necessary or desirable in its Permitted Discretion in order to establish and maintain a valid, attached and perfected security interest in the Collateral in favor of Lender Administrative Agent (free and clear of all other liens, claims claims, encumbrances and rights of third parties whatsoever, whether voluntarily or involuntarily created, except Permitted EncumbrancesLiens) to secure payment of the Obligations, and in order to facilitate the collection of the Collateral. Each Credit Party Borrower irrevocably hereby makes, constitutes and appoints Lender Administrative Agent (and all Persons designated by Lender Administrative Agent for that purpose) as such Credit PartyBorrower’s true and lawful attorney and agent-in-fact to execute and file such financing statements, documents and other agreements and instruments and do such other acts and things as may be necessary to preserve and perfect LenderAdministrative Agent’s security interest in the Collateral. Each Credit Party Borrower further agrees that a carbon, photographic, photostatic or other reproduction ratifies and confirms the prior filing by Administrative Agent of this Agreement or of a financing statement shall be sufficient as a financing statement. Each Credit Party hereby authorizes Lender to prepare any and file such all financing statements which identify such Borrower as debtor, Administrative Agent as secured party and any or amendments thereof (including financing statements and amendments thereof describing the all Collateral as “all assets” or “all personal property” or words to that effect) as Lender may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC or the Uniform Commercial Code of any applicable jurisdiction. Each Credit Party acknowledges and agrees that the Collateral is intended to encompass all assets and property of such Credit Party and if at any time such Credit Party acquires any interest in any assets or property a security interest in which cannot be perfected by the filing of a financing statement in the appropriate jurisdiction or any assets or property a security interest in which can be perfected by the filing of a financing statement in the appropriate jurisdiction but that are not covered by the security interest grant set forth above (e.g., commercial tort claims, it being certified by such Credit Party that it has no interest in any commercial tort claims as of the Closing Date), then such Credit Party will promptly notify Lender of the same and, if requested by Lender, cause such assets or property to become part of the Collateral and take such reasonable steps as Lender may require in accordance with the first sentence of this Section 2.7collateral.

PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN. Each Credit Party Borrower shall, at LenderCreditor’s reasonable request, at any time and from time to time, authenticate, execute and deliver to Lender within ten (10) days of such request, Creditor such financing statements, documents and other agreements and instruments (and pay the cost of filing or recording the same in all public offices deemed reasonably necessary or desirable by LenderCreditor) and do such other acts and things or cause third parties to do such other acts and things as Lender Creditor may deem necessary or desirable in its sole discretion in order to establish and maintain a valid, attached and perfected security interest in the Collateral in favor of Lender (free and clear of all other liens, claims and rights of third parties whatsoever, whether voluntarily or involuntarily created, except Permitted Encumbrances) Creditor to secure payment of the ObligationsLiabilities, and in order to facilitate the collection of the Collateral. Each Credit Party Borrower irrevocably hereby makes, constitutes and appoints Lender Creditor (and all Persons designated by Lender Creditor for that purpose) as such Credit PartyBorrower’s true and lawful attorney and agentCreditor-in-fact to execute and file such financing statements, documents and other agreements and instruments and do such other acts and things as may be necessary to preserve and perfect LenderCreditor’s security interest in the Collateral. Each Credit Party Borrower further agrees that a carbon, photographic, photostatic or other reproduction ratifies and confirms the prior filing by Creditor of this Agreement or of a financing statement shall be sufficient as a financing statement. Each Credit Party hereby authorizes Lender to prepare any and file such all financing statements which identify Borrower as debtor, Creditor as secured party and any or amendments thereof (including financing statements and amendments thereof describing the all Collateral as “collateral. Borrower shall deliver to Creditor any and all assets” or “all personal property” or words to that effect) as Lender may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC or the Uniform Commercial Code evidence of ownership of any applicable jurisdiction. Each Credit Party acknowledges of the Equipment including, without limitation, certificates of title and agrees that the Collateral is intended applications of title and shall take all actions and execute all documents required to encompass all assets and property of such Credit Party and if at any time such Credit Party acquires any interest in any assets or property a security interest in which cannot be perfected by the filing of a financing statement in the appropriate jurisdiction or any assets or property a security interest in which can be perfected by the filing of a financing statement in the appropriate jurisdiction but that are not covered by cause the security interest grant set forth above (e.g.of Creditor hereunder to be noted upon any such certificates of title. Borrower shall indicate on its records concerning the Collateral a notation, commercial tort claimsin form satisfactory to Creditor, it being certified by such Credit Party that it has no interest in any commercial tort claims as of the Closing Date)security interest of Creditor hereunder. Notwithstanding the foregoing, then such Credit Party will promptly notify Lender Borrower shall not be obligated to record the Creditor on certificates of the same and, if requested by Lender, cause such assets title for rolling stock or property to become part of the Collateral and take such reasonable steps as Lender may require in accordance with the first sentence of this Section 2.7motor vehicles.

PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN. Each Credit Any financing statement filed by Lender may be filed in any filing office in any UCC jurisdiction deemed necessary or desirable by Lender and may (i) indicate such Loan Party’s Collateral (1) as all assets of the Loan Party or words of similar effect, or (2) by any other description which reasonably approximates the description contained in this Agreement, and (ii) contain any other information required by part 5 of Article 9 of the UCC of any applicable jurisdiction for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) whether such Loan Party is an organization, the type of organization and any organization identification number issued to such Loan Party, and (B) in the case of a financing statement filed as a fixture filing or indicating such Loan Party’s Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Loan Parties shall, at Lender’s reasonable request, at any time and from time to time, authenticate, execute and deliver to Lender within ten (10) days of such request, such financing statements, documents and other agreements and instruments (and pay the cost of filing or recording the same in all public offices deemed reasonably necessary or desirable by Lender) and do such other acts and things or cause third parties to do such other acts and things as Lender may deem necessary or desirable in its sole discretion in order to establish and maintain a valid, attached and perfected security interest in the Collateral in favor of Lender (free and clear of all other liens, claims claims, encumbrances and rights of third parties whatsoever, whether voluntarily or involuntarily created, except Permitted EncumbrancesLiens) to secure payment of the Obligations, and in order to facilitate the collection of the Collateral. Each Credit Loan Party irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as such Credit Loan Party’s true and lawful attorney and agent-in-fact to execute and file such financing statements, documents and other agreements and instruments and do such other acts and things as may be necessary to preserve and perfect Lender’s security interest in the Collateral. Each Credit Loan Party further agrees that a carbon, photographic, photostatic or other reproduction ratifies and confirms the prior filing by Lender of this Agreement or of a financing statement shall be sufficient as a financing statement. Each Credit Party hereby authorizes Lender to prepare any and file such all financing statements which identify such Loan Party as debtor, Lender as secured party and any or amendments thereof (including financing statements and amendments thereof describing the all Collateral as “all assets” or “all personal property” or words to that effect) as Lender may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC or the Uniform Commercial Code of any applicable jurisdiction. Each Credit Party acknowledges and agrees that the Collateral is intended to encompass all assets and property of such Credit Party and if at any time such Credit Party acquires any interest in any assets or property a security interest in which cannot be perfected by the filing of a financing statement in the appropriate jurisdiction or any assets or property a security interest in which can be perfected by the filing of a financing statement in the appropriate jurisdiction but that are not covered by the security interest grant set forth above (e.g., commercial tort claims, it being certified by such Credit Party that it has no interest in any commercial tort claims as of the Closing Date), then such Credit Party will promptly notify Lender of the same and, if requested by Lender, cause such assets or property to become part of the Collateral and take such reasonable steps as Lender may require in accordance with the first sentence of this Section 2.7collateral.

PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN. Each Credit Party Subject to the rights of BHF therein, Borrower shall, at Lender’s reasonable request, at any time and from time to time, authenticate, execute and deliver to Lender within ten (10) days of such request, such financing statements, documents and other agreements and instruments (and pay the cost of filing or recording the same in all public offices deemed reasonably necessary or desirable by Lender) and do such other acts and things or cause third parties to do such other acts and things as Lender may deem necessary or desirable in its sole discretion in order to establish and maintain a valid, attached and perfected security interest in the Collateral in favor of Lender (free and clear of all other liens, claims and rights of third parties whatsoever, whether voluntarily or involuntarily createdLiens, except the Liens in favor of BHF and other Permitted EncumbrancesLiens) to secure payment of the Obligations, and in order to facilitate the collection of the Collateral. Each Credit Party Subject to the rights of BHF in the Collateral, Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as such Credit PartyBorrower’s true and lawful attorney and agent-in-fact to execute and file such financing statements, documents and other agreements and instruments and do such other acts and things as may be necessary to preserve and perfect Lender’s security interest in the Collateral. Each Credit Party Borrower further agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement shall be sufficient as a financing statement. Each Credit Party hereby authorizes Borrower further ratifies and confirms the prior filing by Lender to prepare of any and file such all financing statements which identify the Borrower as debtor, Lender as secured party and any or amendments thereof (including financing statements and amendments thereof describing the all Collateral as “all assets” or “all personal property” or words to that effect) as Lender may from time to time deem necessary or appropriate in order to perfect and maintain collateral. Notwithstanding the security interests granted hereunder in accordance with the UCC or the Uniform Commercial Code of any applicable jurisdiction. Each Credit Party acknowledges and agrees that the Collateral is intended to encompass all assets and property of such Credit Party and foregoing, if at any time such Credit Party acquires any interest in any assets or property a security interest in which cannot be perfected by BHF issues to the filing of a financing statement in the appropriate jurisdiction or any assets or property a security interest in which can be perfected by the filing of a financing statement in the appropriate jurisdiction but that are not covered by the security interest grant set forth above (e.g., commercial tort claims, it being certified by such Credit Party that it has no interest in any commercial tort claims as of the Closing Date), then such Credit Party will promptly notify Lender of the same and, if requested by Lender, cause such assets or property Borrower an instruction with respect to become part of the Collateral or BHF’s rights thereunder, Borrower may, and take the Lender hereby authorizes and instructs the Borrower to, follow such reasonable steps instruction of BHF, notwithstanding any conflict that may exist with respect to the Lender’s rights in such Collateral, the Borrower’s obligations hereunder or the Lender’s instructions with respect thereto, and the Borrower’s actions in response to such instructions of BHF shall not constitute a Default or Event of Default hereunder, so long as Lender may require in accordance such compliance with BHF’s instructions do not constitute a Default or Event of Default under the first sentence of this Section 2.7Revolving Loan Agreement.

PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN. Each Credit Party Borrower shall, at Lender’s reasonable 's request, at any time and from time to time, authenticate, execute and deliver to Lender within ten (10) days of such request, such financing statements, documents and other agreements and instruments (and pay the cost of filing or recording the same in all public offices deemed reasonably necessary or desirable by Lender) and do such other acts and things or cause third parties to do such other acts and things as Lender may deem necessary or desirable in its sole discretion in order to establish and maintain a valid, attached and perfected security interest in the Collateral in favor of Lender (free and clear of all other liens, claims claims, encumbrances and rights of third parties whatsoever, whether voluntarily or involuntarily created, except Permitted EncumbrancesLiens) to secure payment of the ObligationsLiabilities, and in order to facilitate the collection of the Collateral. Each Credit Without limiting the generality of the foregoing, Borrower will, promptly and from time to time at the request of Lender: (i) obtain from any bailee holding any item of Collateral an acknowledgement, in form satisfactory to Lender that such bailee holds such collateral for the benefit of the Secured Party; (ii) obtain from any securities intermediary, depository bank, or other party holding any item of Collateral, control agreements in form satisfactory to the Secured Party (iii) and deliver and pledge to Lender, all Instruments and Documents, duly indorsed or accompanied by duly executed instruments of transfer or assignment, with full recourse to Borrower, all in form and substance satisfactory to Lender; and (iv) obtain waivers, in form satisfactory to Lender, of any claim to any Collateral from any landlords or mortgagees or bailees of any property where any Inventory or Equipment is located. Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as such Credit Party’s Borrower's true and lawful attorney and agent-in-fact to execute fact, and hereby authorizes Lender to, prepare (and, if necessary, execute) and file such financing statements, documents and other agreements and instruments and do such other acts and things as may be necessary to preserve and perfect Lender’s 's security interest in the Collateral. Each Credit Party Borrower further agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement shall be sufficient as a financing statement. Each Credit Party hereby authorizes Borrower further ratifies and confirms the prior filing by Lender to prepare of any and file such all financing statements which identify the Borrower as debtor, Lender as secured party and any or amendments thereof (including financing statements and amendments thereof describing the all Collateral as “all assets” or “all personal property” or words to that effect) as Lender may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC or the Uniform Commercial Code of any applicable jurisdiction. Each Credit Party acknowledges and agrees that the Collateral is intended to encompass all assets and property of such Credit Party and if at any time such Credit Party acquires any interest in any assets or property a security interest in which cannot be perfected by the filing of a financing statement in the appropriate jurisdiction or any assets or property a security interest in which can be perfected by the filing of a financing statement in the appropriate jurisdiction but that are not covered by the security interest grant set forth above (e.g., commercial tort claims, it being certified by such Credit Party that it has no interest in any commercial tort claims as of the Closing Date), then such Credit Party will promptly notify Lender of the same and, if requested by Lender, cause such assets or property to become part of the Collateral and take such reasonable steps as Lender may require in accordance with the first sentence of this Section 2.7collateral.

PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN. Each Credit Party Borrower hereby authorizes Lender to file UCC-1 financing statements against Borrower covering the Collateral (and describing such collateral, if Lender shall so choose in its absolute discretion, as "All Assets" of Borrower) in such jurisdictions as Lender shall deem necessary, prudent or desirable to perfect and protect the liens and security interests granted to Lender hereunder, with or without the signature of Borrower. Borrower shall, at Lender’s reasonable 's request, at any time and from time to time, authenticate, execute and deliver to Lender within ten (10) days of such request, such financing statements, documents and other agreements and instruments (and pay the cost of filing or recording the same in all public offices deemed reasonably necessary necessary, prudent or desirable by Lender) and do such other acts and things or cause third parties to do such other acts and things as Lender may deem necessary necessary, prudent or desirable in its reasonable discretion in order to establish and maintain a valid, attached and perfected security interest in the Collateral in favor of Lender (free and clear of all other liens, claims claims, encumbrances and rights of third parties whatsoever, whether voluntarily or involuntarily created, except Permitted EncumbrancesLiens) to secure payment of the ObligationsLiabilities, including without limitation providing a landlord's waiver reasonably acceptable to Lender for any location not owned by Borrower where any assets of Borrower are located, and in order to facilitate the collection of the Collateral; provided, however, Borrower shall be required to use only reasonable commercial efforts to obtain such a landlord's waiver and shall not be required to seek such a landlord's waiver at any location at which Collateral with a value of less than $50,000 in the aggregate is located. Each Credit Party Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as such Credit Party’s Borrower's true and lawful attorney and agent-in-fact to execute and file such financing statements, documents and other agreements and instruments and do such other acts and things as may be necessary to preserve and perfect Lender’s 's security interest in the Collateral. Each Credit Party Borrower further agrees agree that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement shall be sufficient as a financing statement. Each Credit Party hereby authorizes Borrower further ratifies and confirms the prior filing by Lender to prepare of any and file such all financing statements (and any appropriate amendments or amendments thereof (including financing statements continuations thereof) which identify Borrower as debtor, Lender as secured party and amendments thereof describing the any or all Collateral as “all assets” or “all personal property” or words to that effect) as Lender may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC or the Uniform Commercial Code of any applicable jurisdiction. Each Credit Party acknowledges and agrees that the Collateral is intended to encompass all assets and property of such Credit Party and if at any time such Credit Party acquires any interest in any assets or property a security interest in which cannot be perfected by the filing of a financing statement in the appropriate jurisdiction or any assets or property a security interest in which can be perfected by the filing of a financing statement in the appropriate jurisdiction but that are not covered by the security interest grant set forth above (e.g., commercial tort claims, it being certified by such Credit Party that it has no interest in any commercial tort claims as of the Closing Date), then such Credit Party will promptly notify Lender of the same and, if requested by Lender, cause such assets or property to become part of the Collateral and take such reasonable steps as Lender may require in accordance with the first sentence of this Section 2.7collateral.

PRESERVATION OF COLLATERAL AND PERFECTION OF SECURITY INTERESTS THEREIN. Each Credit Party Subject to the rights of BHF therein, Borrower shall, at Lender’s reasonable 's request, at any time and from time to time, authenticate, execute and deliver to Lender within ten (10) days of such request, such financing statements, documents and other agreements and instruments (and pay the cost of filing or recording the same in all public offices deemed reasonably necessary or desirable by Lender) and do such other acts and things or cause third parties to do such other acts and things as Lender may deem necessary or desirable in its sole discretion in order to establish and maintain a valid, attached and perfected security interest in the Collateral in favor of Lender (free and clear of all other liens, claims and rights of third parties whatsoever, whether voluntarily or involuntarily createdLiens, except the Liens in favor of BHF and other Permitted EncumbrancesLiens) to secure payment of the Obligations, and in order to facilitate the collection of the Collateral. Each Credit Party Subject to the rights of BHF in the Collateral, Borrower irrevocably hereby makes, constitutes and appoints Lender (and all Persons designated by Lender for that purpose) as such Credit Party’s Borrower's true and lawful attorney and agent-in-fact to execute and file such financing statements, documents and other agreements and instruments and do such other acts and things as may be necessary to preserve and perfect Lender’s 's security interest in the Collateral. Each Credit Party Borrower further agrees that a carbon, photographic, photostatic or other reproduction of this Agreement or of a financing statement shall be sufficient as a financing statement. Each Credit Party hereby authorizes Borrower further ratifies and confirms the prior filing by Lender to prepare of any and file such all financing statements which identify the Borrower as debtor, Lender as secured party and any or amendments thereof (including financing statements and amendments thereof describing the all Collateral as “all assets” or “all personal property” or words to that effect) as Lender may from time to time deem necessary or appropriate in order to perfect and maintain collateral. Notwithstanding the security interests granted hereunder in accordance with the UCC or the Uniform Commercial Code of any applicable jurisdiction. Each Credit Party acknowledges and agrees that the Collateral is intended to encompass all assets and property of such Credit Party and foregoing, if at any time such Credit Party acquires any interest in any assets or property a security interest in which cannot be perfected by BHF issues to the filing of a financing statement in the appropriate jurisdiction or any assets or property a security interest in which can be perfected by the filing of a financing statement in the appropriate jurisdiction but that are not covered by the security interest grant set forth above (e.g., commercial tort claims, it being certified by such Credit Party that it has no interest in any commercial tort claims as of the Closing Date), then such Credit Party will promptly notify Lender of the same and, if requested by Lender, cause such assets or property Borrower an instruction with respect to become part of the Collateral or BHF's rights thereunder, Borrower may, and take the Lender hereby authorizes and instructs the Borrower to, follow such reasonable steps instruction of BHF, notwithstanding any conflict that may exist with respect to the Lender's rights in such Collateral, the Borrower's obligations hereunder or the Lender's instructions with respect thereto, and the Borrower's actions in response to such instructions of BHF shall not constitute a Default or Event of Default hereunder, so long as Lender may require in accordance such compliance with BHF's instructions do not constitute a Default or Event of Default under the first sentence of this Section 2.7Revolving Loan Agreement or Replacement Revolving Loan Agreement, as applicable.