Common use of Defense of Title and Further Assurances Clause in Contracts

Defense of Title and Further Assurances. At its expense, the Borrower will defend the title to the Collateral (and any part thereof), and will immediately execute, acknowledge and deliver and, cause each Subsidiary Guarantor to execute, acknowledge and deliver, any financing statement, renewal, affidavit, deed, assignment, continuation statement, security agreement, certificate or other document which the Agent may require in order to perfect, preserve, maintain, continue, protect and/or extend the Lien or security interest granted or required to be granted to the Agent, for the benefit of the Lenders ratably and the Agent, under the terms of this Agreement and/or under any of the other Financing Documents and the first priority of that Lien, subject only to the Permitted Liens. The Borrower will from time to time do, and, will cause each of the Subsidiary Guarantors to do, whatever the Agent may reasonably require by way of obtaining, executing, delivering, and/or filing financing statements, landlords' or mortgagees' waivers, notices of assignment and other notices and amendments and renewals thereof and the Borrower will take and, will cause each of the Subsidiary Guarantors to take, any and all steps and observe such formalities as the Agent may require, in order to create and maintain a valid Lien upon, pledge of, or paramount security interest in (subject only to Permitted Liens), the Collateral (including as and to the extent required to comply with the provisions of Section 3.7 of this Agreement), subject only to the Permitted Liens. The Agent understands and will require that the Borrower only use commercially reasonable efforts to obtain landlord's and mortgagee's waivers requested by the Agent. The Borrower shall pay to the Agent on demand all taxes, costs and expenses incurred by the Agent in connection with the preparation, execution, recording and filing of any such document or instrument. To the extent that the proceeds of any of the Accounts are expected to become subject to the control of, or in the possession of, a party other than the Borrower or a Subsidiary Guarantor or the Agent, the Borrower shall use commercially reasonable efforts to cause all such parties to execute and deliver security documents, financing statements or other documents as requested by the Agent and as may be necessary to evidence and/or perfect the security interest of the Agent, for the benefit of the Lenders ratably and the Agent in those proceeds. The Borrower agrees that a copy of a fully executed security agreement and/or financing statement shall be sufficient to satisfy for all purposes the requirements of a financing statement as set forth in Article 9 of the applicable Uniform Commercial Code. The Borrower hereby irrevocably appoints the Agent as the Borrower's attorney-in-fact, with power of substitution, in the name of the Agent or in the name of the Borrower or otherwise, for the use and benefit of the Agent for itself and the Lenders, but at the cost and expense of the Borrower and without notice to the Borrower, to execute and deliver any and all of the instruments and other documents and take any action which the Lender may require pursuant to the foregoing provisions of this Section 6.1.19.

Defense of Title and Further Assurances. At its their expense, the Borrower Borrowers will defend the title to the Collateral (and any part thereof), and will immediately execute, acknowledge and deliver and, cause each Subsidiary Guarantor to execute, acknowledge and deliver, any financing statement, renewal, affidavit, deed, assignment, continuation statement, security agreement, certificate or other document which the Agent Lender may require in order to perfect, preserve, maintain, continue, protect and/or extend the Lien or security interest granted or required to be granted to the Agent, for the benefit of the Lenders ratably and the Agent, Lender under the terms of this Agreement and/or or under any of the other Financing Documents and the first priority of that Lien, subject only to the Permitted Liens. The Borrower Borrowers hereby authorize the filing of any financing statement or continuation statement required under the Uniform Commercial Code. The Borrowers will from time to time do, and, will cause each of the Subsidiary Guarantors to do, do whatever the Agent Lender may reasonably require by way of obtaining, executing, delivering, and/or filing financing statements, landlords' or mortgagees' waivers, notices of assignment and other notices and amendments and renewals thereof and the Borrower Borrowers will take and, will cause each of the Subsidiary Guarantors to take, any and all steps and observe such formalities as the Agent Lender may require, in order to create and maintain a valid Lien upon, pledge of, or paramount security interest in (subject only to Permitted Liens)in, the Collateral (including as and to the extent required to comply with the provisions of Section 3.7 of this Agreement)Collateral, subject only to the Permitted Liens. The Agent understands and will require that the Borrower only use commercially reasonable efforts to obtain landlord's and mortgagee's waivers requested by the Agent. The Borrower Borrowers shall pay to the Agent Lender on demand all taxes, costs and expenses incurred by the Agent Lender in connection with the preparation, execution, recording and filing of any such document or instrument. To the extent that the proceeds of any of the Accounts or Receivables of the Borrowers are expected to become subject to the control of, or in the possession of, a party other than the Borrower or a Subsidiary Guarantor or the AgentBorrowers, the Borrower Borrowers shall use commercially reasonable efforts to cause all such parties to execute and deliver on the Closing Date security documents, financing statements documents or other documents as requested by the Agent Lender and as may be necessary to evidence and/or perfect the security interest of the Agent, for the benefit of the Lenders ratably and the Agent Lender in those proceeds. The Borrower agrees that a copy of a fully executed security agreement and/or financing statement shall be sufficient to satisfy for all purposes the requirements of a financing statement as set forth in Article 9 of the applicable Uniform Commercial Code. The Each Borrower hereby irrevocably appoints the Agent Lender as the Borrower's attorney-in-fact, with power of substitution, in the name of the Agent Lender or in the name of the Borrower or otherwise, for the use and benefit of the Agent for itself and the LendersLender, but at the cost and expense of the Borrower Borrowers and without notice to the BorrowerBorrowers, to execute and deliver any and all of the instruments and other documents and take any action which the Lender may require pursuant to the foregoing provisions of this Section 6.1.196.1.21.

Defense of Title and Further Assurances. At Subject to the terms of any applicable leases, at its expense, the Borrower Borrowers will defend the title to the Collateral (and any part thereof), and will immediately execute, acknowledge and deliver and, cause each Subsidiary Guarantor to execute, acknowledge and deliver, any financing statement, renewal, affidavit, deed, assignment, continuation statement, security agreement, certificate or other document which the Agent Lender may require in order to perfect, preserve, maintain, continue, protect and/or extend the Lien or security interest granted or required to be granted to the Agent, for the benefit of the Lenders ratably and the Agent, Lender under the terms of this Agreement and/or or under any of the other Financing Documents and the first priority of that Lien, subject only to the Permitted Liens. The Each Borrower hereby authorizes the filing of any financing statement or continuation statement required under the Uniform Commercial Code. Borrowers will from time to time do, and, will cause each of the Subsidiary Guarantors to do, do whatever the Agent Lender may reasonably require by way of obtaining, executing, delivering, and/or filing financing statements, landlords' or mortgagees' ’ waivers, notices of assignment and other notices and amendments and renewals thereof and the Borrower Borrowers will take and, will cause each of the Subsidiary Guarantors to take, any and all steps and observe such formalities as the Agent Lender may require, in order to create and maintain a valid Lien upon, pledge of, or paramount security interest in (subject only to Permitted Liens)in, the Collateral (including as and to the extent required to comply with the provisions of Section 3.7 of this Agreement)Collateral, subject only to the Permitted Liens. The Agent understands and will require that the Borrower only use commercially reasonable efforts to obtain landlord's and mortgagee's waivers requested by the Agent. The Borrower Borrowers shall pay to the Agent Lender on demand all taxes, costs and expenses incurred by the Agent Lender in connection with the preparation, execution, recording and filing of any such document or instrument. To the extent that the proceeds of any of the Accounts or Receivables of Borrowers are expected to become subject to the control of, or in the possession of, a party other than the Borrower Borrowers or a Subsidiary Guarantor or the AgentLender, the Borrower Borrowers shall use commercially reasonable efforts to cause all such parties to execute and deliver on the Closing Date security documents, financing statements documents or other documents as requested by the Agent Lender and as may be necessary to evidence and/or perfect the security interest of the Agent, for the benefit of the Lenders ratably and the Agent Lender in those proceeds. The Borrower agrees that a copy of a fully executed security agreement and/or financing statement shall be sufficient to satisfy for all purposes the requirements of a financing statement as set forth in Article 9 of the applicable Uniform Commercial Code. The Each Borrower hereby irrevocably appoints the Agent Lender as the Borrower's ’s attorney-in-fact, with power of substitution, in the name of the Agent Lender or in the name of the Borrower or otherwise, for the use and benefit of the Agent for itself and the LendersLender, but at the cost and expense of the Borrower and without notice to the Borrower, to execute and deliver any and all of the instruments and other documents and take any action which the Lender may require pursuant to the foregoing provisions of this Section 6.1.196.1.18.

Defense of Title and Further Assurances. At its their expense, the Borrower Borrowers will defend the title to the Collateral (and any part thereof), and will immediately promptly execute, acknowledge and deliver and, cause each Subsidiary Guarantor to execute, acknowledge and deliver, any financing statement, renewal, affidavit, deed, assignment, continuation statement, security agreement, certificate or other document which the Administrative Agent in good faith may require in order to perfect, preserve, maintain, continue, protect and/or extend the Lien or security interest granted or required to be granted to the Administrative Agent, for the ratable benefit of the Lenders and for the benefit of the Lenders ratably and Administrative Agent with respect to the AgentAgents' Obligations, under the terms of this Agreement and/or Agreement, under any of the other Financing Documents and the first priority of that Lien, subject only to the Permitted Liens. The Borrower Borrowers will from time to time do, and, will cause each of the Subsidiary Guarantors to do, do whatever the Administrative Agent reasonably may reasonably require by way of obtaining, executing, delivering, and/or filing financing statements, landlords' or mortgagees' waivers, notices of assignment and other notices and amendments and renewals thereof and the Borrower Borrowers will take and, will cause each of the Subsidiary Guarantors to take, any and all steps and observe such formalities as the Administrative Agent reasonably may require, in order to create and maintain a valid Lien upon, pledge of, or paramount security interest in (subject only to Permitted Liens)in, the Collateral (including as and to the extent required to comply with the provisions of Section 3.7 of this Agreement)Collateral, subject only to the Permitted Liens. The Agent understands and will require that the Borrower only use commercially reasonable efforts to obtain landlord's and mortgagee's waivers requested by the Agent. The Borrower Borrowers shall pay to the Administrative Agent on demand all taxes, costs and expenses incurred by the Administrative Agent in connection with the preparation, execution, recording and filing of any such document or instrument. To the extent that the proceeds of any of the Accounts or Receivables of the Borrowers are expected to become subject to the control of, or in the possession of, a party other than the Borrower or a Subsidiary Guarantor Borrowers or the Administrative Agent, the Borrower Borrowers shall use commercially reasonable efforts to cause all such parties to execute and deliver on the Closing Date security documents, financing statements or other documents as requested by the Administrative Agent and as may be necessary to evidence and/or perfect the security interest of the Administrative Agent, for the ratable benefit of the Lenders and for the benefit of the Lenders ratably and Administrative Agent with respect to the Agent Agents' Obligations, in those proceeds. The Borrower agrees Borrowers agree that a copy of a fully executed security agreement and/or financing statement shall be sufficient to satisfy for all purposes the requirements of a financing statement as set forth in Article 9 of the applicable Uniform Commercial Code. The Each Borrower hereby irrevocably appoints the Administrative Agent as the Borrower's attorney-in-fact, with power of substitution, in the name of the Administrative Agent or in the name of the Borrower or otherwise, for the use and benefit of the Administrative Agent for itself and the Lenders, but at the cost and expense of the Borrower Borrowers and without notice to the BorrowerBorrowers, to execute and deliver any and all of the instruments and other documents and take any action which the Lender may require pursuant to the foregoing provisions of this Section 6.1.196.1.24; provided, however, that unless the Lenders have a reasonable belief that any Lien securing the Obligations is impaired or may be impaired by delay, no such filing shall be made unless the Administrative Agent has requested the Borrowers to make such filing and the Borrowers have failed to comply with such request within ten (10) Business Days after such request has been delivered to the Borrowers.

Defense of Title and Further Assurances. At its their expense, the Borrower Borrowers will defend the title to the Collateral (and any part thereof), and will immediately execute, acknowledge and deliver and, cause each Subsidiary Guarantor to execute, acknowledge and deliver, any financing statement, renewal, affidavit, deed, assignment, continuation statement, security agreement, certificate or other document which the Agent Lender may require in order to perfect, preserve, maintain, continue, protect and/or extend the Lien or security interest granted or required to be granted to the AgentLender under this Agreement, for the benefit of the Lenders ratably and the Agent, under the terms of this Agreement and/or under any of the other Financing Documents and the first priority of that Lien, subject only to the Permitted Liens. The Borrower Borrowers will from time to time do, and, will cause each of the Subsidiary Guarantors to do, do whatever the Agent Lender may reasonably require by way of obtaining, executing, delivering, and/or filing financing statements, landlords' or mortgagees' waivers, notices of assignment and other notices and amendments and renewals thereof and the Borrower Borrowers will take and, will cause each of the Subsidiary Guarantors to take, any and all steps and observe such formalities as the Agent Lender may require, in order to create and maintain a valid Lien upon, pledge of, or paramount security interest in (subject only to Permitted Liens)in, the Collateral (including as and to the extent required to comply with the provisions of Section 3.7 of this Agreement)Collateral, subject only to the Permitted Liens. The Agent understands and will require that the Borrower only use commercially reasonable efforts to obtain landlord's and mortgagee's waivers requested by the Agent. The Borrower Borrowers shall pay to the Agent Lender on demand all taxes, costs and expenses incurred by the Agent Lender in connection with the preparation, execution, recording and filing of any such document or instrument. To the extent that the proceeds of any of the Accounts or Receivables of the Borrowers are expected to become subject to the control of, or in the possession of, a party other than the Borrower or a Subsidiary Guarantor Borrowers or the AgentLender, the Borrower Borrowers shall use commercially reasonable efforts to cause all such parties to execute and deliver on the Closing Date security documents, financing statements or other documents as requested by the Agent Lender and as may be necessary to evidence and/or perfect the security interest of the Agent, for the benefit of the Lenders ratably and the Agent Lender in those proceeds. The Borrower agrees Borrowers agree that a copy of a fully executed security agreement and/or financing statement shall be sufficient to satisfy for all purposes the requirements of a financing statement as set forth in Article 9 of the applicable Uniform Commercial Code. The Each Borrower hereby irrevocably appoints the Agent Lender as the Borrower's attorney-in-fact, with power of substitution, in the name of the Agent Lender or in the name of the Borrower or otherwise, for the use and benefit of the Agent for itself and the LendersLender, but at the cost and expense of the Borrower Borrowers and without notice to the BorrowerBorrowers, to execute and deliver any and all of the instruments and other documents and take any action which the Lender may require pursuant to the foregoing provisions of this Section 6.1.196.1.22.

Defense of Title and Further Assurances. At its expense, each of the Borrower Borrowers will defend defend, and will cause each of the Property Owners to defend, the title to the Collateral (and any part thereof), and will immediately execute, acknowledge and deliver anddeliver, and will cause each Subsidiary Guarantor of the Property Owners to execute, acknowledge and deliver, any financing statement, deed of trust, mortgage, renewal, affidavit, supplement, deed, assignment, continuation statement, security agreement, certificate or other document which the Agent Lender may require in order to perfect, preserve, maintain, continue, protect and/or extend the Lien or security interest granted or required to be granted to the Agent, for the benefit of the Lenders ratably and the Agent, under the terms of this Agreement and/or Lender under any of the other Financing Documents and the first priority of that Lien, subject only to the Permitted Liens. The Borrower Borrowers will from time to time dotime, and, and will cause each of the Subsidiary Guarantors to doProperty Owners to, do whatever the Agent Lender may reasonably require by way of obtaining, executing, delivering, and/or filing financing statements, deeds of trust, mortgages, landlords' or mortgagees' waivers, notices of assignment and other notices and amendments and renewals thereof and the Borrower Borrowers will take andtake, and will cause each of the Subsidiary Guarantors Proper- ty Owners to take, any and all steps and to observe such formalities as the Agent Lender may require, in order to create and maintain a valid Lien upon, pledge of, or paramount security interest in (subject only to Permitted Liens)in, the Collateral (including as and to the extent required to comply with the provisions of Section 3.7 of this Agreement)Collateral, subject only to the Permitted Liens. The Agent understands and will require that the Borrower only use commercially reasonable efforts to obtain landlord's and mortgagee's waivers requested by the Agent. The Borrower Borrowers shall pay to the Agent Lender on demand all taxes, costs and expenses incurred by the Agent Lender in connection with the preparation, execution, recording and filing of any such document or instrument. To the extent that the proceeds of any Each of the Accounts are expected to become subject to the control of, or in the possession of, a party other than the Borrower or a Subsidiary Guarantor or the Agent, the Borrower shall use commercially reasonable efforts to cause all such parties to execute and deliver security documents, financing statements or other documents as requested by the Agent and as may be necessary to evidence and/or perfect the security interest of the Agent, for the benefit of the Lenders ratably and the Agent in those proceeds. The Borrower Borrowers agrees that a copy of a fully executed security agreement and/or financing statement shall be sufficient to satisfy for all purposes the requirements of a financing statement as set forth in Article 9 of the applicable Uniform Commercial Code. The Borrower In the event of any failure by any of the Borrowers to comply, within ten (10) days, with any written request by the Lender therefor, each of the Borrowers hereby irrevocably appoints the Agent Lender as the Borrower's its attorney-in-fact, with power of substitution, in the name of the Agent Lender or in the name of the Borrower Borrowers or otherwise, for the use and benefit of the Agent for itself and the LendersLender, but at the cost and expense of the Borrower Borrowers and without notice to the BorrowerBorrowers, to execute and deliver any and all of the instruments and other documents and take any action which the Lender may require pursuant to the foregoing provisions of this Section 6.1.196.1.14.

Defense of Title and Further Assurances. At its their expense, the Borrower Obligors will defend the title to the Collateral (and any part thereof), and will immediately execute, acknowledge and deliver and, cause each Subsidiary Guarantor to execute, acknowledge and deliver, any financing statement, renewal, affidavit, deed, assignment, continuation statement, security agreement, certificate or other document which the Agent Lender may require in order to perfect, preserve, maintain, continue, protect and/or extend the Lien or security interest granted or required to be granted to the AgentLender under this Agreement, for the benefit of the Lenders ratably and the Agent, under the terms of this Agreement and/or under any of the other Financing Documents and the first priority of that Lien, subject only to the Permitted Liens. The Borrower Obligors will from time to time do, and, will cause each of the Subsidiary Guarantors to do, do whatever the Agent Lender may reasonably require by way of obtaining, executing, delivering, and/or filing financing statements, landlords' or mortgagees' waivers, notices of assignment and other notices and amendments and renewals thereof and the Borrower Obligors will take and, will cause each of the Subsidiary Guarantors to take, any and all steps and observe such formalities as the Agent Lender may require, in order to create and maintain a valid Lien upon, pledge of, or paramount security interest in (subject only to Permitted Liens)in, the Collateral (including as and to the extent required to comply with the provisions of Section 3.7 of this Agreement)Collateral, subject only to the Permitted Liens. The Agent understands and will require that the Borrower only use commercially reasonable efforts to obtain landlord's and mortgagee's waivers requested by the Agent. The Borrower Obligors shall pay to the Agent Lender on demand all taxes, costs and expenses incurred by the Agent Lender in connection with the preparation, execution, recording and filing of any such document or instrument. To the extent that the proceeds of any of the Accounts are or Receivables of any of the Obligors is expected to become subject to the control of, or in the possession of, a party other than the Borrower or a Subsidiary Guarantor Obligors or the AgentLender, the Borrower Obligors shall use commercially reasonable efforts to cause all such parties to execute and deliver on the Closing Date security documents, financing statements or other documents as requested by the Agent Lender and as may be necessary to evidence and/or perfect the security interest of the Agent, for the benefit of the Lenders ratably and the Agent Lender in those proceeds. The Borrower agrees Obligors agree that a copy of a fully executed security agreement and/or financing statement shall be sufficient to satisfy for all purposes the requirements of a financing statement as set forth in Article 9 of the applicable Uniform Commercial Code. The Borrower Each Obligor hereby irrevocably appoints the Agent Lender as the Borrowerthat Obligor's attorney-in-fact, with power of substitution, in the name of the Agent Lender or in the name of the Borrower that Obligor or otherwise, for the use and benefit of the Agent for itself and the LendersLender, but at the cost and expense of the Borrower Obligors and without notice to the BorrowerObligors, to execute and deliver any and all of the instruments and other documents and take any action which the Lender may require pursuant to the foregoing provisions of this Section 6.1.196.1.23.

Defense of Title and Further Assurances. At its expense, expense the Borrower will defend the title to the Collateral (and any part thereof), and will immediately execute, acknowledge and deliver and, cause each Subsidiary Guarantor to execute, acknowledge and deliver, any financing statement, renewal, affidavit, deed, assignment, continuation statement, security agreement, certificate or other document which the Agent Lender may require in order to perfect, preserve, maintain, continue, protect and/or extend the Lien or security interest granted or required to be granted to the Agent, for the benefit of the Lenders ratably and the Agent, Lender under the terms of this Agreement and/or or under any of the other Financing Documents and the first priority of that Lien, Lien subject only to the Permitted Liens. The Borrower will from time to time do, and, will cause each of the Subsidiary Guarantors to do, do whatever the Agent Lender may reasonably require by way of obtaining, executing, delivering, and/or filing financing statements, landlords', mortgagees' or mortgageesbailees' waivers, notices of assignment and other notices and amendments and renewals thereof and the Borrower will take and, will cause each of the Subsidiary Guarantors to take, any and all steps and observe such formalities as the Agent Lender may require, in order to create and maintain a valid Lien upon, pledge of, or paramount security interest in (subject only to Permitted Liens)in, the Collateral (including as and to the extent required to comply with the provisions of Section 3.7 of this Agreement)Collateral, subject only to the Permitted Liens. The Agent understands and will require that the Borrower only use commercially reasonable efforts to obtain landlord's and mortgagee's waivers requested by the Agent. The Borrower shall pay to the Agent Lender on demand all taxes, costs and expenses incurred by the Agent Lender in connection with the preparation, execution, recording and filing of any such document or instrument. To the extent that the proceeds of any of the Accounts or Receivables of the Borrower are expected to become subject to the control of, or in the possession of, a party other than the Borrower or a Subsidiary Guarantor or the AgentLender, the Borrower shall use commercially reasonable efforts to cause all such parties to execute and deliver on the Closing Date security documents, financing statements or other documents as requested by the Agent Lender and as may be necessary to evidence and/or perfect the security interest of the Agent, for the benefit of the Lenders ratably and the Agent Lender in those proceeds. The Borrower agrees that a copy of a fully executed security agreement and/or financing statement shall be sufficient to satisfy for all purposes the requirements of a financing statement as set forth in Article 9 of the applicable Uniform Commercial Code. The Borrower hereby irrevocably appoints the Agent as the Borrower's attorney-in-fact, with power of substitution, in the name of the Agent or in the name of the Borrower or otherwise, for the use and benefit of the Agent for itself and the Lenders, but at the cost and expense of the Borrower and without notice to the Borrower, to execute and deliver any and all of the instruments and other documents and take any action which the Lender may require pursuant to the foregoing provisions of this Section 6.1.19.as

Defense of Title and Further Assurances. At its their expense, the Borrower Borrowers will defend the title to the Collateral (and any part thereof), and will immediately execute, acknowledge and deliver and, cause each Subsidiary Guarantor to execute, acknowledge and deliver, any financing statement, renewal, affidavit, deed, assignment, continuation statement, security agreement, certificate or other document which the Agent may require in order to perfect, preserve, maintain, continue, protect and/or extend the Lien or security interest granted or required to be granted to the Agent, for the ratable benefit of the Lenders ratably and for the benefit of the Agent with respect to the Agent’s Obligations, under the terms of this Agreement and/or Agreement, under any of the other Financing Documents and the first priority of that Lien, subject only to the Permitted Liens. The Borrower Borrowers will from time to time do, and, will cause each of the Subsidiary Guarantors to do, do whatever the Agent may reasonably require by way of obtaining, executing, delivering, and/or filing financing statements, landlords' ’ or mortgagees' ’ waivers, notices of assignment and other notices and amendments and renewals thereof and the Borrower Borrowers will take and, will cause each of the Subsidiary Guarantors to take, any and all steps and observe such formalities as the Agent may require, in order to create and maintain a valid Lien upon, pledge of, or paramount security interest in (subject only to Permitted Liens)in, the Collateral (including as and to the extent required to comply with the provisions of Section 3.7 of this Agreement)Collateral, subject only to the Permitted Liens. The Agent understands and will require that the Borrower only use commercially reasonable efforts to obtain landlord's and mortgagee's waivers requested by the Agent. The Borrower Borrowers shall pay to the Agent on demand all taxes, costs and expenses incurred by the Agent in connection with the preparation, execution, recording and filing of any such document or instrument. To the extent that the proceeds Proceeds of any of the Accounts or Receivables of the Borrowers are expected to become subject to the control of, or in the possession of, a party other than the Borrower or a Subsidiary Guarantor Borrowers or the Agent, the Borrower Borrowers shall use commercially reasonable efforts to cause all such parties to execute and deliver on the Closing Date security documents, financing statements or other documents as requested by the Agent and as may be necessary to evidence and/or perfect the security interest of the Agent, for the ratable benefit of the Lenders ratably and for the benefit of the Agent with respect to the Agent’s Obligations, in those proceedsProceeds. The Borrower agrees Borrowers agree that a copy of a fully executed security agreement and/or financing statement shall be sufficient to satisfy for all purposes the requirements of a financing statement as set forth in Article 9 of the applicable Uniform Commercial Code. The Each Borrower hereby irrevocably appoints the Agent as the Borrower's ’s attorney-in-fact, with power of substitution, in the name of the Agent or in the name of the Borrower or otherwise, for the use and benefit of the Agent for itself and the Lenders, but at the cost and expense of the Borrower Borrowers and without notice to the BorrowerBorrowers, to execute and deliver any and all of the instruments and other documents and take any action which the Lender may require pursuant to the foregoing provisions of this Section 6.1.196.1.23.

Defense of Title and Further Assurances. At its their expense, the Borrower Borrowers will defend the title to the Collateral (and any part thereof), and will immediately execute, acknowledge and deliver and, cause each Subsidiary Guarantor to execute, acknowledge and deliver, any financing statement, renewal, affidavit, deed, assignment, continuation statement, security agreement, certificate or other document which the Agent Lender may require in order to perfect, preserve, maintain, continue, protect and/or extend the Lien or security interest granted or required to be granted to the AgentLender under this Agreement, for the benefit of the Lenders ratably and the Agent, under the terms of this Agreement and/or under any of the other Financing Documents and the first priority of that Lien, subject only to the Permitted Liens. The Borrower Borrowers hereby authorize the filing of any financing statement or continuation statement required under the Uniform Commercial Code. The Borrowers will from time to time do, and, will cause each of the Subsidiary Guarantors to do, do whatever the Agent Lender may reasonably require by way of obtaining, executing, delivering, and/or filing financing statements, landlords' or mortgagees' waivers, notices of assignment and other notices and amendments and renewals thereof and the Borrower Borrowers will take and, will cause each of the Subsidiary Guarantors to take, any and all steps and observe such formalities as the Agent Lender may require, in order to create and maintain a valid Lien upon, pledge of, or paramount security interest in (subject only to Permitted Liens)in, the Collateral (including as and to the extent required to comply with the provisions of Section 3.7 of this Agreement)Collateral, subject only to the Permitted Liens. The Agent understands and will require that the Borrower only use commercially reasonable efforts to obtain landlord's and mortgagee's waivers requested by the Agent. The Borrower Borrowers shall pay to the Agent Lender on demand all taxes, costs and expenses incurred by the Agent Lender in connection with the preparation, execution, recording and filing of any such document or instrument. To the extent that the proceeds of any of the Accounts or Receivables of the Borrowers are expected to become subject to the control of, or in the possession of, a party other than the Borrower or a Subsidiary Guarantor Borrowers or the AgentLender, the Borrower Borrowers shall use commercially reasonable efforts to cause all such parties to execute and deliver on the Closing Date security documents, financing statements or other documents as requested by the Agent Lender and as may be necessary to evidence and/or perfect the security interest of the Agent, for the benefit of the Lenders ratably and the Agent Lender in those proceeds. The Borrower agrees that a copy of a fully executed security agreement and/or financing statement shall be sufficient to satisfy for all purposes the requirements of a financing statement as set forth in Article 9 of the applicable Uniform Commercial Code. The Each Borrower hereby irrevocably appoints the Agent Lender as the Borrower's attorney-in-fact, with power of substitution, in the name of the Agent Lender or in the name of the Borrower or otherwise, for the use and benefit of the Agent for itself and the LendersLender, but at the cost and expense of the Borrower Borrowers and without notice to the BorrowerBorrowers, to execute and deliver any and all of the instruments and other documents and take any action which the Lender may require pursuant to the foregoing provisions of this Section 6.1.196.1.

Defense of Title and Further Assurances. At its expense, expense the Borrower will defend the title to the Collateral (and any part thereof), and will immediately promptly upon request execute, acknowledge and deliver and, cause each Subsidiary Guarantor to execute, acknowledge and deliver, any financing statement, renewal, affidavit, deed, assignment, continuation statement, security agreement, certificate or other document which the Agent Lender may reasonably require in order to perfect, preserve, maintain, continue, protect and/or extend the Lien or security interest granted or required to be granted to the AgentLender under this Agreement, for the benefit of the Lenders ratably and the Agent, under the terms of this Agreement and/or under any of the other Financing Documents and the first priority of that Lien, subject only to the Permitted Liensits priority. The Borrower will from time to time do, and, will cause each of the Subsidiary Guarantors to do, do whatever the Agent Lender may reasonably require request by way of obtaining, executing, delivering, and/or filing financing statements, landlords' or mortgagees' waivers, notices of assignment and other notices and amendments and renewals thereof and the Borrower will take and, will cause each of the Subsidiary Guarantors to take, any and all steps and observe such formalities as the Agent Lender may requirereasonably request, in order to create and maintain a valid Lien upon, pledge of, or paramount security interest in (subject only to Permitted Liens)in, the Collateral (including as and to the extent required to comply with the provisions of Section 3.7 of this Agreement)Collateral, subject only to the Permitted Liens. The Agent understands and will require that the Borrower only use commercially reasonable efforts to obtain landlord's and mortgagee's waivers requested by the Agent. The Borrower shall pay to the Agent Lender on demand all taxes, costs and actual expenses incurred by the Agent Lender in connection with the preparation, execution, recording and filing of any such document or instrument. The Borrower shall keep the Collateral free of all other Liens and rights of third parties, except Permitted Liens. To the extent that the proceeds of any of the Accounts or Receivables of the Borrower are expected to become subject to the control of, or in the possession of, a party other than the Borrower or a Subsidiary Guarantor or the AgentLender, the Borrower shall use commercially reasonable efforts to cause all such parties to execute and deliver on the Closing Date security documents, financing statements or other documents as requested by the Agent Lender and as may be necessary to evidence and/or perfect the security interest of the Agent, for the benefit of the Lenders ratably and the Agent Lender in those proceeds. The Borrower agrees that a copy of a fully executed security agreement and/or financing statement shall be sufficient to satisfy for all purposes the requirements of a financing statement as set forth in Article 9 of the applicable Uniform Commercial Code. The Borrower hereby irrevocably appoints the Agent as the Borrower's attorney-in-fact, with power of substitution, in the name of the Agent or in the name of the Borrower or otherwise, for the use and benefit of the Agent for itself and the Lenders, but at the cost and expense of the Borrower and without notice to the Borrower, to execute and deliver any and all of the instruments and other documents and take any action which the Lender may require pursuant to the foregoing provisions of this Section 6.1.19.

Defense of Title and Further Assurances. At Subject to the terms of any applicable leases, at its expense, the Borrower Borrowers will defend the title to the Collateral (and any part thereof), and will immediately execute, acknowledge and deliver and, cause each Subsidiary Guarantor to execute, acknowledge and deliver, any financing statement, renewal, affidavit, deed, assignment, continuation statement, security agreement, certificate or other document which the Agent Lender may require in order to perfect, preserve, maintain, continue, protect and/or extend the Lien or security interest granted or required to be granted to the Agent, for the benefit of the Lenders ratably and the Agent, Lender under the terms of this Agreement and/or or under any of the other Financing Documents and the first priority of that Lien, subject only to the Permitted Liens. The Borrower Borrowers hereby authorizes the filing of any financing statement or continuation statement required under the Uniform Commercial Code or equivalent document under applicable foreign law. The Borrowers will from time to time do, and, will cause each of the Subsidiary Guarantors to do, do whatever the Agent Lender may reasonably require by way of obtaining, executing, delivering, and/or filing financing statements, landlords' or mortgagees' landlord waivers, notices of assignment and other notices and amendments and renewals thereof and the Borrower Borrowers will take and, will cause each of the Subsidiary Guarantors to take, any and all steps and observe such formalities as the Agent Lender may require, in order to create and maintain a valid Lien upon, pledge of, or paramount security interest in (subject only to Permitted Liens)in, the Collateral (including as and to the extent required to comply with the provisions of Section 3.7 of this Agreement)Collateral, subject only to the Permitted Liens. The Agent understands and will require that the Borrower only use commercially reasonable efforts to obtain landlord's and mortgagee's waivers requested by the Agent. The Borrower Borrowers shall pay to the Agent Lender on demand all taxes, costs and expenses incurred by the Agent Lender in connection with the preparation, execution, recording and filing of any such document or instrument. To the extent that the proceeds of any of the Accounts or Receivables of the Borrowers are expected to become subject to the control of, or in the possession of, a party other than the Borrower or a Subsidiary Guarantor or the AgentLender, the such Borrower shall use commercially reasonable efforts to cause all such parties to execute and deliver on the Closing Date security documents, financing statements documents or other documents as requested by the Agent Lender and as may be necessary to evidence and/or perfect the security interest of the Agent, for the benefit of the Lenders ratably and the Agent Lender in those proceeds. The Borrower agrees that a copy of a fully executed security agreement and/or financing statement shall be sufficient to satisfy for all purposes the requirements of a financing statement as set forth in Article 9 of the applicable Uniform Commercial Code. The Borrower Borrowers hereby irrevocably appoints appoint the Agent Lender as the Borrower's Borrowers’ attorney-in-fact, with power of substitution, in the name of the Agent Lender or in the name of the Borrower Borrowers or otherwise, for the use and benefit of the Agent for itself and the LendersLender, but at the cost and expense of the Borrower Borrowers and without notice to the BorrowerBorrowers, to execute and deliver any and all of the instruments and other documents and take any action which the Lender may require pursuant to the foregoing provisions of this Section 6.1.196.1.15.

Defense of Title and Further Assurances. At its expense, expense the Borrower will defend the title to the Collateral (and any part thereof), and will immediately execute, acknowledge and deliver and, cause each Subsidiary Guarantor to execute, acknowledge and deliver, any financing statement, renewal, affidavit, deed, assignment, continuation statement, security agreement, certificate or other document which the Agent Lender may reasonably require in order to perfect, preserve, maintain, continue, protect and/or extend the Lien or security interest granted or required to be granted to the Agent, for the benefit of the Lenders ratably and the Agent, Lender under the terms of this Agreement and/or or under any of the other Financing Documents and the first priority of that Lien, Lien subject only to the Permitted Liens. The Borrower will from time to time do, and, will cause each of the Subsidiary Guarantors to do, do whatever the Agent Lender may reasonably require by way of obtaining, executing, delivering, and/or filing financing statements, landlords', mortgagees' or mortgageesbailees' waivers, notices of assignment and other notices and amendments and renewals thereof and the Borrower will take and, will cause each of the Subsidiary Guarantors to take, any and all steps and observe such formalities as the Agent Lender may require, in order to create and maintain a valid Lien upon, pledge of, or paramount security interest in (subject only to Permitted Liens)in, the Collateral (including as and to the extent required to comply with the provisions of Section 3.7 of this Agreement)Collateral, subject only to the Permitted Liens. The Agent understands and will require ; provided, however, that the Lender agrees that the Borrower only use commercially shall not be deemed to be in default under this sentence if, despite its continuing best reasonable efforts efforts, a third party (such as a landlord) refuses to obtain landlord's execute and mortgagee's waivers requested deliver a required document; provided further, however, that, by so agreeing, the AgentLender is not waiving any rights or remedies or limiting the affect of any other provision of this Agreement (including, by way of illustration and not limitation, the existence of Liens which are not Permitted Liens). The Borrower shall pay to the Agent on Lender, upon the earlier of thirty (30) days after demand by the Lender therefor or the Revolving Credit Termination Date, all taxes, costs and expenses incurred by the Agent Lender in connection with the preparation, execution, recording and filing of any such document or instrument. To the extent that the proceeds of any of the Accounts or Receivables of the Borrower are expected to become subject to the control of, or in the possession of, a party other than the Borrower or a Subsidiary Guarantor or the AgentLender, the Borrower shall use commercially reasonable efforts to cause all such parties to execute and deliver on the Closing Date security documents, financing statements or other documents as requested by the Agent Lender and as may be necessary to evidence and/or perfect the security interest of the Agent, for the benefit of the Lenders ratably and the Agent Lender in those proceeds. The Borrower agrees that a copy of a fully executed security agreement and/or financing statement shall be sufficient to satisfy for all purposes the requirements of a financing statement as set forth in Article 9 of the applicable Uniform Commercial Code. The Borrower hereby irrevocably appoints the Agent Lender as the Borrower's attorney-in-fact, with power of substitution, in the name of the Agent Lender or in the name of the Borrower or otherwise, for the use and benefit of the Agent for itself and the LendersLender, but at the cost and expense of the Borrower and without notice to the Borrower, to execute and deliver any and all of the instruments financing statements and other documents and take any action instruments which the Lender may require pursuant to the foregoing provisions of this Section 6.1.196.1.19 in order to perfect or to continue the perfection of the Lender's security interests in all or any part of the Collateral.

Defense of Title and Further Assurances. At its expense, the Borrower Borrower, Xxxxx UK and Norwich each will defend the title to the Collateral (and any part thereof), and will immediately execute, acknowledge and deliver and, cause each Subsidiary Guarantor to execute, acknowledge and deliver, any financing statement, renewal, affidavit, deed, assignment, continuation statement, security agreement, certificate or other document which the Agent may require in order to perfect, preserve, maintain, continue, protect and/or extend the Lien or security interest granted or required to be granted to the Agent, for the benefit of the Lenders ratably and the Agent, under the terms of this Agreement and/or under any of the other Financing Documents and the first priority of that Lien, subject only to the Permitted Liens. The Borrower Borrower, Xxxxx UK and Norwich each will from time to time do, and, the Borrower will cause each of the Subsidiary Guarantors to do, whatever the Agent may reasonably require by way of obtaining, executing, delivering, and/or filing financing statements, landlords' or mortgagees' waivers, notices of assignment and other notices and amendments and renewals thereof and the Borrower Borrower, Xxxxx UK and Norwich, each will take and, the Borrower will cause each of the Subsidiary Guarantors to take, any and all steps and observe such formalities as the Agent may require, in order to create and maintain a valid Lien upon, pledge of, or paramount security interest in (subject only to Permitted Liens), the Collateral (including as and to the extent required to comply with the provisions of Section 3.7 of this AgreementSECTION 3.7SUBSIDIARY GUARANTOR ASSETS. (Subsidiary Guarantor Assets)), subject only to the Permitted Liens. The Agent understands and will require that the Borrower Borrower, Xxxxx UK and Norwich only use commercially reasonable efforts to obtain landlord's and mortgagee's waivers requested by the Agent. The Borrower shall pay to the Agent on demand all taxes, costs and expenses incurred by the Agent in connection with the preparation, execution, recording and filing of any such document or instrument. To the extent that the proceeds of any of the Accounts are expected to become subject to the control of, or in the possession of, a party other than the Borrower Borrower, Xxxxx UK, Norwich or a Subsidiary Guarantor or the Agent, the Borrower Borrower, Xxxxx UK and/or Norwich, as applicable, shall use commercially reasonable efforts to cause all such parties to execute and deliver security documents, financing statements or other documents as requested by the Agent and as may be necessary to evidence and/or perfect the security interest of the Agent, for the benefit of the Lenders ratably and the Agent in those proceeds. The Borrower agrees that a copy of a fully executed security agreement and/or financing statement shall be sufficient to satisfy for all purposes the requirements of a financing statement as set forth in Article 9 of the applicable Uniform Commercial Code. The Borrower Borrower, Xxxxx UK and Norwich each hereby irrevocably appoints the Agent as the Borrower's its attorney-in-fact, with power of substitution, in the name of the Agent or in the name of the Borrower Borrower, Xxxxx UK and/or Norwich or otherwise, for the use and benefit of the Agent for itself and the Lenders, but at the cost and expense of the Borrower and without notice to the Borrower, Xxxxx UK and/or Norwich, to execute and deliver any and all of the instruments and other documents and take any action which the Lender Agent may require pursuant to the foregoing provisions of this Section 6.1.19.(S)

Defense of Title and Further Assurances. At its expense, the Borrower Borrower, Xxxxx UK and NIM Holdings each will defend the title to the Collateral (and any part thereof), and will immediately execute, acknowledge and deliver and, cause each Subsidiary Guarantor to execute, acknowledge and deliver, any financing statement, renewal, affidavit, deed, assignment, continuation statement, security agreement, certificate or other document which the Agent may require in order to perfect, preserve, maintain, continue, protect and/or extend the Lien or security interest granted or required to be granted to the Agent, for the benefit of the Lenders ratably and the Agent, under the terms of this Agreement and/or under any of the other Financing Documents and the first priority of that Lien, subject only to the Permitted Liens. The Borrower Borrower, Xxxxx UK and NIM Holdings each will from time to time do, and, the Borrower will cause each of the Subsidiary Guarantors to do, whatever the Agent may reasonably require by way of obtaining, executing, delivering, and/or filing financing statements, landlords' or mortgagees' waivers, notices of assignment and other notices and amendments and renewals thereof and the Borrower Borrower, Xxxxx UK and NIM Holdings, each will take and, the Borrower will cause each of the Subsidiary Guarantors to take, any and all steps and observe such formalities as the Agent may require, in order to create and maintain a valid Lien upon, pledge of, or paramount security interest in (subject only to Permitted Liens), the Collateral (including as and to the extent required to comply with the provisions of Section 3.7 of this Agreement(Subsidiary Guarantor Assets)), subject only to the Permitted Liens. The Agent understands and will require that the Borrower Borrower, Xxxxx UK and NIM Holdings only use commercially reasonable efforts to obtain landlord's and mortgagee's waivers requested by the Agent. The Borrower shall pay to the Agent on demand all taxes, costs and expenses incurred by the Agent in connection with the preparation, execution, recording and filing of any such document or instrument. To the extent that the proceeds of any of the Accounts are expected to become subject to the control of, or in the possession of, a party other than the Borrower Borrower, Xxxxx UK, NIM Holdings or a Subsidiary Guarantor or the Agent, the Borrower Borrower, Xxxxx UK and/or NIM Holdings, as applicable, shall use commercially reasonable efforts to cause all such parties to execute and deliver security documents, financing statements or other documents as requested by the Agent and as may be necessary to evidence and/or perfect the security interest of the Agent, for the benefit of the Lenders ratably and the Agent in those proceeds. The Borrower agrees that a copy of a fully executed security agreement and/or financing statement shall be sufficient to satisfy for all purposes the requirements of a financing statement as set forth in Article 9 of the applicable Uniform Commercial Code. The Borrower hereby irrevocably appoints the Agent as the Borrower's attorney-in-fact, with power of substitution, in the name of the Agent or in the name of the Borrower or otherwise, for the use and benefit of the Agent for itself and the Lenders, but at the cost and expense of the Borrower and without notice to the Borrower, to execute and deliver any and all of the instruments and other documents and take any action which the Lender may require pursuant to the foregoing provisions of this Section 6.1.19.

Defense of Title and Further Assurances. At its expense, the Borrower will defend the title to the Collateral (and any part thereof), and and, subject to the terms of this Agreement, will immediately execute, acknowledge and deliver and, cause each Subsidiary Guarantor which owns Collateral to execute, acknowledge and deliver, any financing statement, renewal, affidavit, deed, assignment, continuation statement, security agreement, certificate or other document which the Agent may require in order to perfect, preserve, maintain, continue, protect and/or extend the Lien or security interest granted or required to be granted to the Collateral Agent, for the benefit of the Lenders ratably and the Agent, under the terms of this Agreement and/or under any of the other Financing Documents and the first second priority of that Lien, subject only to first priority Lien securing the BofA Obligations and to the other Permitted Liens. The Borrower will from time to time do, and, the Borrower will cause each of the Subsidiary Guarantors which owns Collateral to do, whatever the Collateral Agent may reasonably require by way of obtaining, executing, delivering, and/or filing financing statements, landlords' or mortgagees' waivers, notices of assignment and other notices and amendments and renewals thereof and the Borrower will take and, the Borrower will cause each of the Subsidiary Guarantors which owns Collateral to take, any and all steps and observe such formalities as the Collateral Agent may require, in order to create and maintain a valid Lien upon, pledge of, or paramount security interest in (subject only to Permitted Liens), the Collateral (including as and to the extent required to comply with the provisions of Section 3.7 of this Agreement)Collateral, subject only to the Permitted Liens. The Agent understands and will require that the Borrower only use commercially reasonable efforts to obtain landlord's and mortgagee's waivers requested by the Collateral Agent. The Borrower shall pay to the Collateral Agent on demand all taxes, costs and expenses incurred by the Collateral Agent in connection with the preparation, execution, recording and filing of any such document or instrument. To the extent that the proceeds of any of the Accounts are expected to become subject to the control of, or in the possession of, a party other than the Borrower or a Subsidiary Guarantor or the Collateral Agent, the Borrower shall use commercially reasonable efforts to cause all such parties to execute and deliver security documents, financing statements or other documents as requested by the Collateral Agent and as may be necessary to evidence and/or perfect the security interest of the Collateral Agent, for the benefit of the Agent, the BofA Lenders, the Lenders ratably and the BofA Agent in those proceeds. The Borrower agrees that a copy of a fully executed security agreement and/or financing statement shall be sufficient to satisfy for all purposes the requirements of a financing statement as set forth in Article 9 of the applicable Uniform Commercial Code. The Borrower hereby irrevocably appoints the Collateral Agent as the Borrower's its attorney-in-fact, with power of substitution, in the name of the Agent Collateral Agent, or in the name of the Borrower or otherwise, for the use and benefit of the BofA Agent, the BofA Lenders, the Agent for itself and the Lenders, but at the cost and expense of the Borrower and without notice to the Borrower, to execute and deliver any and all of the instruments and other documents and take any action which the Lender Collateral the Agent may require pursuant to the foregoing provisions of this Section 6.1.196.1.16.

Defense of Title and Further Assurances. At its expense, each of the Borrower Borrowers will defend defend, and will cause each of the Property Owners to defend, the title to the Collateral (and any part thereof), and will immediately execute, acknowledge and deliver anddeliver, and will cause each Subsidiary Guarantor of the Property Owners to execute, acknowledge and deliver, any financing statement, deed of trust, mortgage, renewal, affidavit, supplement, deed, assignment, continuation statement, security agreement, certificate or other document which the Agent Lender may require in order to perfect, preserve, maintain, continue, protect and/or extend the Lien or security interest granted or required to be granted to the Agent, for the benefit of the Lenders ratably and the Agent, under the terms of this Agreement and/or Lender under any of the other Financing Documents and the first priority of that Lien, subject only to the Permitted Liens. The Borrower Borrowers will from time to time dotime, and, and will cause each of the Subsidiary Guarantors to doProperty Owners to, do whatever the Agent Lender may reasonably require by way of obtaining, executing, delivering, and/or filing financing statements, deeds of trust, mortgages, landlords' or mortgagees' waivers, notices of assignment and other notices and amendments and renewals thereof and the Borrower Borrowers will take andtake, and will cause each of the Subsidiary Guarantors Prop- erty Owners to take, any and all steps and to observe such formalities as the Agent Lender may require, in order to create and maintain a valid Lien upon, pledge of, or paramount security interest in (subject only to Permitted Liens)in, the Collateral (including as and to the extent required to comply with the provisions of Section 3.7 of this Agreement)Collateral, subject only to the Permitted Liens. The Agent understands and will require that the Borrower only use commercially reasonable efforts to obtain landlord's and mortgagee's waivers requested by the Agent. The Borrower Borrowers shall pay to the Agent Lender on demand all taxes, costs and expenses incurred by the Agent Lender in connection with the preparation, execution, recording and filing of any such document or instrument. To the extent that the proceeds of any Each of the Accounts are expected to become subject to the control of, or in the possession of, a party other than the Borrower or a Subsidiary Guarantor or the Agent, the Borrower shall use commercially reasonable efforts to cause all such parties to execute and deliver security documents, financing statements or other documents as requested by the Agent and as may be necessary to evidence and/or perfect the security interest of the Agent, for the benefit of the Lenders ratably and the Agent in those proceeds. The Borrower Borrowers agrees that a copy of a fully executed security agreement and/or financing statement shall be sufficient to satisfy for all purposes the requirements of a financing statement as set forth in Article 9 of the applicable Uniform Commercial Code. The Borrower In the event of any failure by any of the Borrowers to comply, within ten (10) days, with any written request by the Lender therefor, each of the Borrowers hereby irrevocably appoints the Agent Lender as the Borrower's its attorney-in-fact, with power of substitution, in the name of the Agent Lender or in the name of the Borrower Borrowers or otherwise, for the use and benefit of the Agent for itself and the LendersLender, but at the cost and expense of the Borrower Borrowers and without notice to the BorrowerBorrowers, to execute and deliver any and all of the instruments and other documents and take any action which the Lender may require pursuant to the foregoing provisions of this Section 6.1.196.1.14.

Defense of Title and Further Assurances. At its their expense, the Borrower Borrowers will defend the title to the Collateral (and any part thereof), and will immediately execute, acknowledge and deliver and, cause each Subsidiary Guarantor to execute, acknowledge and deliver, any financing statement, renewal, affidavit, deed, assignment, continuation statement, security agreement, certificate or other document which the Agent may reasonably require in order to perfect, preserve, maintain, continue, protect and/or extend the Lien or security interest granted or required to be granted to the Agent, for the ratable benefit of the Lenders ratably and for the benefit of the Agent with respect to the Agent's Obligations, under the terms of this Agreement and/or Agreement, under any of the other Financing Documents and the first priority of that Lien, subject only to the Permitted Liens. The Borrower Borrowers will from time to time do, and, will cause each of the Subsidiary Guarantors to do, do whatever the Agent may reasonably require by way of obtaining, executing, delivering, and/or filing financing statements, landlords' or mortgagees' waivers, notices of assignment and other notices and amendments and renewals thereof and the Borrower Borrowers will take and, will cause each of the Subsidiary Guarantors to take, any and all steps and observe such formalities as the Agent may require, in order to create and maintain a valid Lien upon, pledge of, or paramount security interest in (subject only to Permitted Liens)in, the Collateral (including as and to the extent required to comply with the provisions of Section 3.7 of this Agreement)Collateral, subject only to the Permitted Liens. The Agent understands and will require that the Borrower only use commercially reasonable efforts to obtain landlord's and mortgagee's waivers requested by the Agent. The Borrower shall pay to the Agent on demand all taxes, costs and expenses incurred by the Agent in connection with the preparation, execution, recording and filing of any such document or instrument. To the extent that the proceeds of any of the Accounts or Receivables of the Borrowers are expected to become subject to the control of, or in the possession of, a party other than the Borrower or a Subsidiary Guarantor Borrowers or the Agent, the Borrower Borrowers shall use commercially reasonable efforts to cause all such parties to execute and deliver on the Closing Date security documents, financing statements or other documents as requested by the Agent and as may be necessary to evidence and/or perfect the security interest of the Agent, for the ratable benefit of the Lenders ratably and for the benefit of the Agent with respect to the Agent's Obligations, in those proceeds. The Borrower agrees Borrowers agree that a copy of a fully executed security agreement and/or financing statement shall be sufficient to satisfy for all purposes the requirements of a financing statement as set forth in Article 9 of the applicable Uniform Commercial Code. The Each Borrower hereby irrevocably appoints the Agent as the Borrower's attorney-in-fact, with power of substitution, in the name of the Agent or in the name of the Borrower or otherwise, for the use and benefit of the Agent for itself and the Lenders, but at the cost and expense of the Borrower Borrowers and without notice to the BorrowerBorrowers, to execute and deliver any and all of the instruments and other documents and take 134 any action which the Lender Agent may require pursuant to perfect, preserve, maintain, continue, protect and/or extend the Liens granted to the foregoing provisions Agent and the Lenders under this Agreement and/or under any of this Section 6.1.19the other Financing Documents.

Defense of Title and Further Assurances. At its their expense, the Borrower Borrowers will defend the title to the Collateral (and any part thereof), and will immediately execute, acknowledge and deliver and, cause each Subsidiary Guarantor to execute, acknowledge and deliver, any financing statement, renewal, affidavit, deed, assignment, continuation statement, security agreement, certificate or other document which the Agent Lender may require in order to perfect, preserve, maintain, continue, protect and/or extend the Lien or security interest granted or required to be granted to the AgentLender under this Agreement, for the benefit of the Lenders ratably and the Agent, under the terms of this Agreement and/or under any of the other Financing Documents and the first priority of that Lien, Lien subject only to the Permitted Liens. The Borrower Borrowers will from time to time do, and, will cause each of the Subsidiary Guarantors to do, do whatever the Agent Lender may reasonably require by way of obtaining, executing, delivering, and/or filing financing statements, landlords' or mortgagees' waivers, notices of assignment and other notices and amendments and renewals thereof and the Borrower Borrowers will take and, will cause each of the Subsidiary Guarantors to take, any and all steps and observe such formalities as the Agent Lender may require, in order to create and maintain a valid Lien upon, pledge of, or paramount security interest in (subject only to Permitted Liens)in, the Collateral (including as and to the extent required to comply with the provisions of Section 3.7 of this Agreement)Collateral, subject only to the Permitted Liens. The Agent understands and will require that the Borrower only use commercially reasonable efforts to obtain landlord's and mortgagee's waivers requested by the Agent. The Borrower Borrowers shall pay to the Agent Lender on demand all taxes, reasonable costs and expenses incurred by the Agent Lender in connection with the preparation, execution, recording and filing of any such document or instrument. To the extent that the proceeds of any of the Accounts or Receivables of the Borrowers are expected to become subject to the control of, or in the possession of, a party other than the Borrower or a Subsidiary Guarantor Borrowers or the AgentLender, the Borrower Borrowers shall use commercially reasonable efforts to cause all such parties to execute and deliver on the Closing Date security documents, financing statements or other documents as requested by the Agent Lender and as may be necessary to evidence and/or perfect the security interest of the Agent, for the benefit of the Lenders ratably and the Agent Lender in those proceeds. The Borrower agrees Borrowers agree that a copy of a fully executed security agreement and/or financing statement shall be sufficient to satisfy for all purposes the requirements of a financing statement as set forth in Article 9 of the applicable Uniform Commercial Code. The Borrower Each of the Borrowers hereby irrevocably appoints the Agent Lender as the Borrower's attorney-in-fact, with power of substitution, in the name of the Agent Lender or in the name of the Borrower or otherwise, for the use and benefit of the Agent Lender for itself and and/or the Lenders, but at the cost and expense of the Borrower and without notice to the Borrower, Borrower to execute and deliver any and all of the instruments and other documents and take any action which the Lender may require pursuant to the foregoing provisions of this Section 6.1.19Section.

Defense of Title and Further Assurances. At its expense, expense the Borrower will defend the title to the Collateral (and any part thereof), and will immediately execute, acknowledge and deliver and, cause each Subsidiary Guarantor to execute, acknowledge and deliver, any financing statement, renewal, affidavit, deed, assignment, continuation statement, security agreement, certificate or other document which the Agent Lender may require in order to perfect, preserve, maintain, continue, protect and/or extend the Lien or security interest granted or required to be granted to the Agent, for the benefit of the Lenders ratably and the Agent, Lender under the terms of this Agreement and/or or under any of the other Financing Documents and the first priority of that Lien, Lien subject only to the Permitted Liens. The Borrower will from time to time do, and, will cause each of the Subsidiary Guarantors to do, do whatever the Agent Lender may reasonably require by way of obtaining, executing, delivering, and/or filing financing statements, landlords', mortgagees' or mortgageesbailees' waivers, notices of assignment and other notices and amendments and renewals thereof and the Borrower will take and, will cause each of the Subsidiary Guarantors to take, any and all steps and observe such formalities as the Agent Lender may require, in order to create and maintain a valid Lien upon, pledge of, or paramount security interest in (subject only to Permitted Liens)in, the Collateral (including as and to the extent required to comply with the provisions of Section 3.7 of this Agreement)Collateral, subject only to the Permitted Liens. The Agent understands and will require that the Borrower only use commercially reasonable efforts to obtain landlord's and mortgagee's waivers requested by the Agent. The Borrower shall pay to the Agent Lender on demand all taxes, reasonable costs and expenses incurred by the Agent Lender in connection with the preparation, execution, recording and filing of any such document or instrument. To the extent that the proceeds of any of the Accounts or Receivables of the Borrower are expected to become subject to the control of, or in the possession of, a party other than the Borrower or a Subsidiary Guarantor or the AgentLender, the Borrower shall use commercially reasonable efforts to cause all such parties to execute and deliver on the Closing Date security documents, financing statements or other documents as requested by the Agent Lender and as may be necessary to evidence and/or perfect the security interest of the Agent, for the benefit of the Lenders ratably and the Agent Lender in those proceeds. The Borrower agrees that a copy of a fully executed security agreement and/or financing statement shall be sufficient to satisfy for all purposes the requirements of a financing statement as set forth in Article 9 of the applicable Uniform Commercial Code. The Borrower hereby irrevocably appoints the Agent Lender as the Borrower's attorney-in-in- fact, with power of substitution, in the name of the Agent Lender or in the name of the Borrower or otherwise, for the use and benefit of the Agent for itself and the LendersLender, but at the cost and expense of the Borrower and without notice to the Borrower, if the Borrower fails to do so, to execute and deliver any and all of the instruments and other documents and take any action which the Lender may require pursuant to the foregoing provisions of this Section 6.1.19.Section. 6.1.20

Defense of Title and Further Assurances. At its expense, expense the Borrower will defend the title to the Collateral (and any part thereof), and will immediately execute, acknowledge and deliver and, cause each Subsidiary Guarantor to execute, acknowledge and deliver, any financing statement, other notice, renewal, affidavit, deed, assignment, continuation statement, security agreement, certificate or other document which that the Agent Lender may require in order to perfect, preserve, maintain, continue, protect and/or extend the Lien or security interest granted or required to be granted to the Agent, for the benefit of the Lenders ratably and the Agent, Lender under the terms of this Agreement and/or or under any of the other Financing Documents and the first priority of that Lien, Lien subject only to the Permitted Liens. The Borrower will from time to time do, and, will cause each of the Subsidiary Guarantors to do, do whatever the Agent Lender may reasonably require by way of obtaining, executing, delivering, and/or filing financing statements, landlords', mortgagees' or mortgageesbailees' waivers, notices of assignment and other notices and amendments and renewals thereof and the Borrower will take and, will cause each of the Subsidiary Guarantors to take, any and all steps and observe such formalities as the Agent Lender may require, in order to create and maintain a valid Lien upon, pledge of, or paramount security interest in (subject only to Permitted Liens)in, the Collateral (including as and to the extent required to comply with the provisions of Section 3.7 of this Agreement)Collateral, subject only to the Permitted Liens. The Agent understands and will require Without implying any limitation on the foregoing, with respect to the Collateral that may be perfected by control, the Borrower only use commercially reasonable efforts to obtain landlord's and mortgagee's waivers requested by shall take such steps as the AgentLender may require in order that Lender may have such control. The Borrower shall pay to the Agent Lender on demand all taxes, costs and expenses incurred by the Agent Lender in connection with the preparation, execution, recording and filing of any such document or instrument. To the extent that the proceeds of any of the Accounts Receivables of the Borrower are expected to become subject to the control of, or in the possession of, a party other than the Borrower or a Subsidiary Guarantor or the AgentLender, the Borrower shall use commercially reasonable efforts to cause all such parties to execute and deliver on the Closing Date security documents, financing statements or other documents as requested by the Agent Lender and as may be necessary to evidence and/or perfect the security interest of the Agent, for the benefit of the Lenders ratably and the Agent Lender in those proceeds. The Borrower agrees that a copy of a fully executed security agreement and/or financing statement shall be sufficient to satisfy for all purposes the requirements of a financing statement as set forth in Article 9 of the applicable Uniform Commercial Code. Further, to the extent permitted by applicable Laws, the Lender may file, without the Borrower's signature, one or more financing statements or other notices disclosing the Lender's liens and other security interests. All financing statements and notices may describe the Lender's collateral as all assets or all personal property of Borrower. The Borrower hereby irrevocably appoints the Agent Lender as the Borrower's attorney-in-fact, with power of substitution, in the name of the Agent Lender or in the name of the Borrower or otherwise, for the use and benefit of the Agent for itself and the LendersLender, but at the cost and expense of the Borrower and without notice to the Borrower, to execute and deliver any and all of the instruments and other documents and take any action which the Lender may require pursuant to the foregoing provisions of this Section 6.1.19Section. . Further, to the extent permitted by applicable Laws, the Lender is hereby authorized to file, without the Borrower's signature, one or more financing statements or other notices disclosing the Lender's liens and other security interests. All financing statements and notices may describe the Lender's collateral as all assets and/or all personal property of the Borrower. The Borrower hereby ratifies and confirms the Lender's authority to file and the validity of any and all financing statements and notices filed by the Lender prior to the date of this Agreement.

Defense of Title and Further Assurances. At its expense, the Borrower expense such Debtor will defend the title to the Collateral (and or any part thereof), and will immediately promptly upon request execute, acknowledge and deliver and, cause each Subsidiary Guarantor to execute, acknowledge and deliver, any financing statement, renewal, affidavit, deed, assignment, continuation statement, security agreement, certificate certificate, or other document which the Agent may reasonably require 9 148 in order to perfect, preserve, maintain, continue, protect and/or extend the Lien or security interest granted or required to be granted to the AgentAgent under this Agreement and its priority under the Uniform Commercial Code. Such Debtor will (i) comply in all material respects with all license agreements relating to any Collateral and, for upon the benefit request of the Lenders ratably and the Agent, under use commercially reasonable efforts to obtain and furnish to the Agent any consents from licensors to effect the purposes of this Agreement, (ii) duly execute and/or deliver (or cause to be duly executed and/or delivered) to the Agent any instrument, agreement, invoice, document, document of title, dock warrant, dock receipt, warehouse receipt, bilx xx lading, order, financing statement, assignment, waiver, Waiver Agreement, consent, acknowledgment, control agreement or other writing which may be reasonably necessary to the Agent to carry out the terms of this Agreement and/or under and any of the other Financing Transaction Documents and to perfect its security interest or intended security interest in and facilitate the first priority collection of that Lienthe Collateral, subject only the proceeds thereof, and any other property at any time constituting security or intended to constitute security to the Permitted Liens. The Borrower will Agent, (iii) deliver to the Agent in pledge all instruments evidencing the obligation to pay any of the Collateral not maintained or pledged with the Agent, and (iv) from time to time do, and, will cause each of the Subsidiary Guarantors to do, do whatever the Agent may reasonably require request by way of obtaining, executing, delivering, and/or filing financing statements, landlords' or mortgagees' waivers, notices of assignment and other notices and amendments and renewals thereof thereof, and the Borrower will take and, will cause each of the Subsidiary Guarantors to take, any and all steps and observe such formalities as the Agent may requirereasonably request, in order to create and maintain a valid Lien upon, pledge of, or paramount security interest in (subject only to Permitted Liens), upon the Collateral (including as and to the extent required to comply with the provisions of Section 3.7 of this Agreement)Collateral, subject only to no other Liens, except as permitted hereby or by the Permitted LiensTransaction Documents. The Agent understands and will require that the Borrower only use commercially reasonable efforts to obtain landlord's and mortgagee's waivers requested by the Agent. The Borrower shall pay to the Agent on demand all taxes, costs and expenses incurred by the Agent in connection with the preparation, execution, recording and filing of any such document or instrument. To the extent that the proceeds of any of the Accounts are expected to become subject to the control of, or in the possession of, a party other than the Borrower or a Subsidiary Guarantor or the Agent, the Borrower shall use commercially reasonable efforts to cause all such parties to execute and deliver security documents, financing statements or other documents as requested by the Agent and as may be necessary to evidence and/or perfect the security interest of the Agent, for the benefit of the Lenders ratably and the Agent in those proceeds. The Borrower agrees Debtors agree that a copy photocopy of a fully executed security agreement and/or financing statement shall be sufficient to satisfy for all purposes the requirements of a financing statement as set forth in Article 9 of the applicable Uniform Commercial Code. The Borrower hereby irrevocably appoints Such Debtor will comply in all material respects with all federal, state and local laws and regulations affecting the Agent as the Borrower's attorney-in-fact, with power of substitution, in the name of the Agent or in the name of the Borrower or otherwise, for the use and benefit of the Agent for itself and the Lenders, but at the cost and expense of the Borrower and without notice to the Borrower, to execute and deliver any and all of the instruments and other documents and take any action which the Lender may require pursuant to the foregoing provisions of this Section 6.1.19Collateral.

Defense of Title and Further Assurances. At its their expense, the Borrower Obligors will defend the title to the Collateral (and any part thereof), and will immediately execute, acknowledge and deliver and, cause each Subsidiary Guarantor to execute, acknowledge and deliver, any financing statement, renewal, affidavit, deed, assignment, continuation statement, security agreement, certificate or other document which the Agent Lender may require in order to perfect, preserve, maintain, continue, protect and/or extend the Lien or security interest granted or required to be granted to the AgentLender under this Agreement, for the benefit of the Lenders ratably and the Agent, under the terms of this Agreement and/or under any of the other Financing Documents and the first priority of that Lien, subject only to the Permitted Liens. The Borrower Obligors will from time to time do, and, will cause each of the Subsidiary Guarantors to do, do whatever the Agent Lender may reasonably require by way of obtaining, executing, delivering, and/or filing financing statements, landlords' ’ or mortgagees' ’ waivers, notices of assignment and other notices and amendments and renewals thereof and the Borrower Obligors will take and, will cause each of the Subsidiary Guarantors to take, any and all steps and observe such formalities as the Agent Lender may require, in order to create and maintain a valid Lien upon, pledge of, or paramount security interest in (subject only to Permitted Liens)in, the Collateral (including as and to the extent required to comply with the provisions of Section 3.7 of this Agreement)Collateral, subject only to the Permitted Liens. The Agent understands and will require that the Borrower only use commercially reasonable efforts to obtain landlord's and mortgagee's waivers requested by the Agent. The Borrower Obligors shall pay to the Agent Lender on demand all taxes, costs and expenses incurred by the Agent Lender in connection with the preparation, execution, recording and filing of any such document or instrument. To the extent that the proceeds of any of the Accounts are or Receivables of any of the Obligors is expected to become subject to the control of, or in the possession of, a party other than the Borrower or a Subsidiary Guarantor Obligors or the AgentLender, the Borrower Obligors shall use commercially reasonable efforts to cause all such parties to execute and deliver on the Closing Date security documents, financing statements or other documents as requested by the Agent Lender and as may be necessary to evidence and/or perfect the security interest of the Agent, for the benefit of the Lenders ratably and the Agent Lender in those proceeds. The Borrower agrees Obligors agree that a copy of a fully executed security agreement and/or financing statement shall be sufficient to satisfy for all purposes the requirements of a financing statement as set forth in Article 9 of the applicable Uniform Commercial Code. The Borrower Each Obligor hereby irrevocably appoints the Agent Lender as the Borrower's that Obligor’s attorney-in-fact, with power of substitution, in the name of the Agent Lender or in the name of the Borrower that Obligor or otherwise, for the use and benefit of the Agent for itself and the LendersLender, but at the cost and expense of the Borrower Obligors and without notice to the BorrowerObligors, to execute and deliver any and all of the instruments and other documents and take any action which the Lender may require pursuant to the foregoing provisions of this Section 6.1.196.1.23.

Defense of Title and Further Assurances. At its their expense, the Borrower Borrowers will defend the title to the Collateral (and any part thereof), and will immediately execute, acknowledge and deliver and, cause each Subsidiary Guarantor to execute, acknowledge and deliver, any financing statement, renewal, affidavit, deed, assignment, continuation statement, security agreement, certificate or other document which the Agent may require in order to perfect, preserve, maintain, continue, protect and/or extend the Lien or security interest granted or required to be granted to the Agent, for the ratable benefit of the Lenders ratably and for the benefit of the Agent with respect to the Agent's Obligations, under the terms of this Agreement and/or Agreement, under any of the other Financing Documents and the first priority of that Lien, subject only to the Permitted Liens. The Borrower Borrowers will from time to time do, and, will cause each of the Subsidiary Guarantors to do, do whatever the Agent may reasonably require by way of obtaining, executing, delivering, and/or filing financing statements, landlords' or mortgagees' waivers, notices of assignment and other notices and amendments and renewals thereof and the Borrower Borrowers will take and, will cause each of the Subsidiary Guarantors to take, any and all steps and observe such formalities as the Agent may require, in order to create and maintain a valid Lien upon, pledge of, or paramount security interest in (subject only to Permitted Liens)in, the Collateral (including as and to the extent required to comply with the provisions of Section 3.7 of this Agreement)Collateral, subject only to the Permitted Liens. The Agent understands and will require that the Borrower only use commercially reasonable efforts to obtain landlord's and mortgagee's waivers requested by the Agent. The Borrower Borrowers shall pay to the Agent on demand all taxes, costs and expenses incurred by the Agent in connection with the preparation, execution, recording and filing of any such document or instrument. To the extent that the proceeds Proceeds of any of the Accounts or Receivables of the Borrowers are expected to become subject to the control of, or in the possession of, a party other than the Borrower or a Subsidiary Guarantor Borrowers or the Agent, the Borrower Borrowers shall use commercially reasonable efforts to cause all such parties to execute and deliver on the Closing Date security documents, financing statements or other documents as requested by the Agent and as may be necessary to evidence and/or perfect the security interest of the Agent, for the ratable benefit of the Lenders ratably and for the benefit of the Agent with respect to the Agent's Obligations, in those proceedsProceeds. The Borrower agrees Borrowers agree that a copy of a fully executed security agreement and/or financing statement shall be sufficient to satisfy for all purposes the requirements of a financing statement as set forth in Article 9 of the applicable Uniform Commercial Code. The Each Borrower hereby irrevocably appoints the Agent as the Borrower's attorney-in-fact, with power of substitution, in the name of the Agent or in the name of the Borrower or otherwise, for the use and benefit of the Agent for itself and the Lenders, but at the cost and expense of the Borrower Borrowers and without notice to the BorrowerBorrowers, to execute and deliver any and all of the instruments and other documents and take any action which the Lender may require pursuant to the foregoing provisions of this Section 6.1.196.1.23.

Defense of Title and Further Assurances. At its their expense, the Borrower Borrowers will defend the title to the Collateral (and any part thereof), and will immediately execute, acknowledge and deliver and, cause each Subsidiary Guarantor to execute, acknowledge and deliver, any financing statement, renewal, affidavit, deed, assignment, continuation statement, security agreement, certificate or other document which the Agent Lender may require in order to perfect, preserve, maintain, continue, protect and/or extend the Lien or security interest granted or required to be granted to the AgentLender under this Agreement, for the benefit of the Lenders ratably and the Agent, under the terms of this Agreement and/or under any of the other Financing Documents and the first priority of that Lien, subject only to the Permitted Liens. The Borrower Borrowers will from time to time do, and, will cause each of the Subsidiary Guarantors to do, do whatever the Agent Lender may reasonably require by way of obtaining, executing, delivering, and/or filing financing statements, landlords' or mortgagees' waivers, notices of assignment and other notices and amendments and renewals thereof and the Borrower Borrowers will take and, will cause each of the Subsidiary Guarantors to take, any and all steps and observe such formalities as the Agent Lender may require, in order to create and maintain a valid Lien upon, pledge of, or paramount security interest in (subject only to Permitted Liens)in, the Collateral (including as and to the extent required to comply with the provisions of Section 3.7 of this Agreement)Collateral, subject only to the Permitted Liens. The Agent understands and will require that the Borrower only use commercially reasonable efforts to obtain landlord's and mortgagee's waivers requested by the Agent. The Borrower Borrowers shall pay to the Agent Lender on demand all taxes, costs and expenses incurred by the Agent Lender in connection with the preparation, execution, recording and filing of any such document or instrument. To the extent that the proceeds Proceeds of any of the Accounts or Receivables of the Borrowers are expected to become subject to the control of, or in the possession of, a party other than the Borrower or a Subsidiary Guarantor Borrowers or the AgentLender, the Borrower Borrowers shall use commercially reasonable efforts to cause all such parties to execute and deliver on the Closing Date security documents, financing statements or other documents as requested by the Agent Lender and as may be necessary to evidence and/or perfect the security interest of the AgentLender, for the benefit of the Lenders ratably and the Agent in those proceedsProceeds. The Borrower agrees Borrowers agree that a copy of a fully executed security agreement and/or financing statement shall be sufficient to satisfy for all purposes the requirements of a financing statement as set forth in Article 9 of the applicable Uniform Commercial Code. The Each Borrower hereby irrevocably appoints the Agent Lender as the Borrower's attorney-in-fact, with power of substitution, in the name of the Agent Lender or in the name of the Borrower or otherwise, for the use and benefit of the Agent for itself and the LendersLender, but at the cost and expense of the Borrower Borrowers and without notice to the BorrowerBorrowers, to execute and deliver any and all of the instruments and other documents and take any action which the Lender may require pursuant to the foregoing provisions of this Section 6.1.196.1.23.

Defense of Title and Further Assurances. At its expense, expense the Borrower Borrowers will defend the title to the Collateral (and any part thereof), and will immediately execute, acknowledge and deliver and, cause each Subsidiary Guarantor to execute, acknowledge and deliver, any financing statement, renewal, affidavit, deed, assignment, continuation statement, security agreement, certificate or other document which the Agent Lender may require in order to perfect, preserve, maintain, continue, protect and/or extend the Lien or security interest granted or required to be granted to the AgentLender under this Agreement, for the benefit of the Lenders ratably and the Agent, under the terms of this Agreement and/or under any of the other Financing Documents and the first priority of that Lien, Lien subject only to the Permitted Liens. The Borrower Borrowers will from time to time do, and, will cause each of the Subsidiary Guarantors to do, do whatever the Agent Lender may reasonably require by way of obtaining, executing, delivering, and/or filing financing statements, landlords' or mortgagees' waivers, notices of assignment and other notices and amendments and renewals thereof and the Borrower Borrowers will take and, will cause each of the Subsidiary Guarantors to take, any and all steps and observe such formalities as the Agent Lender may require, in order to create and maintain a valid Lien upon, pledge of, or paramount security interest in (subject only to Permitted Liens)in, the Collateral (including as and to the extent required to comply with the provisions of Section 3.7 of this Agreement)Collateral, subject only to the Permitted Liens. The Agent understands and will require that the Borrower only use commercially reasonable efforts to obtain landlord's and mortgagee's waivers requested by the Agent. The Borrower Borrowers shall pay to the Agent Lender on demand all taxes, costs and expenses incurred by the Agent Lender in connection with the preparation, execution, recording and filing of any such document or instrument. To the extent that the proceeds of any of the Accounts or Receivables of the Borrowers are expected to become subject to the control of, or in the possession of, a party other than the Borrower or a Subsidiary Guarantor Borrowers or the AgentLender, the Borrower Borrowers shall use commercially reasonable efforts to cause all such parties to execute and deliver on the Closing Date security documents, financing statements or other documents as requested by the Agent Lender and as may be necessary to evidence and/or perfect the security interest of the Agent, for the benefit of the Lenders ratably and the Agent Lender in those proceeds. The Each Borrower agrees that a copy of a fully executed security agreement and/or financing statement shall be sufficient to satisfy for all purposes the requirements of a financing statement as set forth in Article 9 of the applicable Uniform Commercial Code. The Each Borrower hereby irrevocably appoints the Agent Lender as the Borrower's attorney-in-fact, with power of substitution, in the name of the Agent Lender or in the name of the Borrower or otherwise, for the use and benefit of the Agent for itself and the LendersLender, but at the cost and expense of the Borrower and without notice to the Borrower, to execute and deliver any and all of the instruments and other documents and take any action which the Lender may require pursuant to the foregoing provisions of this Section 6.1.196.1.20.