Common use of Financing Statements and Other Actions; Defense of Title Clause in Contracts

Financing Statements and Other Actions; Defense of Title. Each Grantor hereby authorizes the Administrative Agent to file, in the central filing office of the jurisdiction in which such Grantor is “located” within the meaning of that term in Section 9-307 of the UCC, all financing statements describing the Collateral owned by such Grantor and other documents and each Grantor agrees to take such other actions as may from time to time reasonably be requested by the Administrative Agent in order to maintain a first priority, perfected security interest in and, if applicable, Control of, the Collateral owned by such Grantor, subject to Liens permitted under Section 6.02 of the Credit Agreement and to the provisions of Section 4.7 hereof, provided that (i) nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 6.02 of the Credit Agreement except as may be required under Section 9.02(d) or Section 9.14 of the Credit Agreement, and (ii) nothing herein shall require any Grantor to take any Excluded Actions. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Administrative Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure that the perfection of the security interest in the Collateral granted to the Administrative Agent herein, including, without limitation, describing such property as “all assets of the debtor whether now owned or hereafter acquired and wheresoever located, including all accessions thereto and proceeds thereof.” Each Grantor will take any and all actions necessary to defend title to the Collateral owned by such Grantor against all Persons and to defend the security interest of the Administrative Agent in such Collateral and the priority thereof against any Lien not expressly permitted hereunder or under any other Loan Document; provided that it is understood and agreed that no Grantor will be required to take any Excluded Action.

Financing Statements and Other Actions; Defense of Title. Each Grantor hereby authorizes the Administrative Collateral Agent to file, in and if requested by the central filing office of Collateral Agent or any other Secured Party, will execute and deliver to the jurisdiction in which such Grantor is “located” within the meaning of that term in Section 9-307 of the UCCCollateral Agent, all financing statements (including fixture filings and As-Extracted Collateral filings) describing the Collateral owned by such Grantor and other documents and each Grantor agrees to take such other actions as may from time to time reasonably be requested by the Administrative Collateral Agent or any other Secured Party in order to maintain a first priority, perfected security interest in and, if applicable, Control of, the Collateral owned by such Grantor, subject to Liens permitted under Section 6.02 of the Credit Agreement and to the provisions of Section 4.7 4.1.5 hereof, provided that (i) nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Collateral Agent under the Loan Security Documents to any Liens otherwise permitted under Section 6.02 5.02(a) of the Credit Agreement except as may be required under and Section 9.02(d) or Section 9.14 10.2 of the Credit Note Purchase Agreement, and (ii) nothing herein shall require any Grantor to take any Excluded Actions. Such financing statements may (i) describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Administrative Collateral Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure that the perfection of the security interest in the Collateral granted to the Administrative Collateral Agent herein, including, without limitation, describing such property as “all assets of the debtor whether now owned or hereafter acquired and wheresoever located, including all accessions thereto and proceeds thereof.,” provided that any such “all assets” description or other description shall, as a Grantor shall request, further state that Excluded Assets under this Agreement are not included in the Collateral, and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any UCC financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor, and (B) in the case of a financing statement filed as a fixture filing or indicating such Grantor’s Collateral as As-Extracted Collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Grantor will take any and all actions reasonably necessary to defend title to the material Collateral owned by such Grantor that has not otherwise been abandoned in the ordinary course of business against all Persons persons and to defend the security interest of the Administrative Collateral Agent in such Collateral and the priority thereof against any Lien not expressly permitted hereunder or under by the Credit Agreement or the Note Purchase Agreement. Each Grantor further agrees to furnish any such information described in this Section 4.1.3 to the Collateral Agent or the other Loan Document; provided that it is understood and agreed that no Grantor will be required to take any Excluded Actionapplicable Secured Party promptly upon reasonable request.

Financing Statements and Other Actions; Defense of Title. Each Grantor hereby authorizes the Administrative Agent to file, in and if requested will execute and deliver to the central filing office of the jurisdiction in which such Grantor is “located” within the meaning of that term in Section 9-307 of the UCCAgent, all financing statements describing the Collateral owned by such Grantor and other documents and each Grantor agrees to take such other actions as may from time to time reasonably be requested by the Administrative Agent in order to maintain a first priority, perfected security interest with the priority set forth in the Intercreditor Agreement in and Lien on, and, if applicable, Control of, the Collateral owned by such Grantor, subject to Liens permitted under Section 6.02 8.04 of the LC Credit Agreement and to the provisions of Section 4.7 hereofAgreement, provided that (i) nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 6.02 8.04 of the Credit Agreement except as may be required under Section 9.02(d) or Section 9.14 of the LC Credit Agreement, and (ii) nothing herein shall require any Grantor to take any Excluded Actions. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral Collateral that describes such property Collateral in any other manner as the Administrative Agent may determine, in its sole discretion, reasonably determine is necessary, advisable or prudent to ensure that the perfection of the security interest in the Collateral granted to the Administrative Agent herein, including, without limitation, describing such property as “all assets of the debtor whether now owned or hereafter acquired and wheresoever located, including all accessions thereto and proceeds thereof.” or an equivalent formulation. Each Grantor will take any and all actions reasonably necessary to defend title to the Collateral owned by such Grantor against all Persons persons and to defend the security interest of the Administrative Agent in such Collateral and the priority thereof against any Lien Lien, in each case, not expressly permitted hereunder or under any other Loan Document; provided that it is understood and agreed that no Grantor will be required to take any Excluded Actionthe LC Credit Agreement.

Financing Statements and Other Actions; Defense of Title. Each Grantor hereby authorizes the Administrative Collateral Agent to file, in and if requested will execute and deliver to the central filing office of the jurisdiction in which such Grantor is “located” within the meaning of that term in Section 9-307 of the UCCCollateral Agent, all financing statements describing the Collateral owned by such Grantor and other documents and each Grantor agrees to take such other actions as may from time to time reasonably be requested by the Administrative Collateral Agent in order to maintain a first priority, perfected security interest in and, if applicable, Control of, the Collateral owned by such Grantor, subject to Liens permitted under Section 6.02 of the Bank Credit Agreement and to the provisions of Section 4.7 hereofNote Agreement, and, if in effect, any Eligible Additional Senior Secured Documents, provided that (i) nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Collateral Agent under the Loan Lender Documents to any Liens otherwise permitted under Section 6.02 of the Bank Credit Agreement except as may be required under Section 9.02(d) or Section 9.14 of and the Credit Note Agreement, and and, if in effect, any Eligible Additional Senior Secured Indebtedness (ii) nothing herein shall require any Grantor to take any Excluded Actionsother than Permitted Priority Liens). Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Administrative Collateral Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure that the perfection of the security interest in the Collateral granted to the Administrative Collateral Agent herein, including, without limitation, describing such property as “all assets of the debtor whether now owned or hereafter acquired and wheresoever located, including all accessions thereto and proceeds thereof.” . Each Grantor will take any and all actions necessary to defend title to the Collateral owned by such Grantor against all Persons persons and to defend the security interest of the Administrative Collateral Agent in such Collateral and the priority thereof against any Lien not expressly permitted hereunder or under hereunder. During the continuance of a Default the Borrower shall, upon the request of the Collateral Agent, provide a written summary of each property on which any other Loan Document; provided that it is understood Fixtures are located by any Grantor, including the legal description, county and agreed that no Grantor will be required to take any Excluded Actionstreet address of such property, together with the name and address of the record owner of each such property.

Financing Statements and Other Actions; Defense of Title. Each Grantor hereby authorizes the Administrative Agent Collateral Trustee to file, in the central filing office of the jurisdiction in which and if requested such Grantor is “located” within will execute and deliver to the meaning of that term in Section 9-307 of the UCCCollateral Trustee, all financing statements describing the Collateral owned by such Grantor and other documents and each Grantor agrees to take such other actions as may be required and from time to time reasonably be requested by the Administrative Agent Collateral Trustee in order to maintain a first prioritysecond priority or third priority (only with respect to Collateral as to which the Bank Group Representative has a second priority Lien on such Collateral), perfected security interest in and, if applicable, Control of, the Collateral owned by such Grantor, subject to Liens specifically permitted under Section 6.02 of the Credit Agreement and to the provisions of Section 4.7 hereofrespective Indentures, provided that (i) provided, that, nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Agent Collateral Trustee under the Loan Documents Secured Instruments to any Liens otherwise specifically permitted under Section 6.02 of the Credit Agreement except as may be required under Section 9.02(d) or Section 9.14 of the Credit Agreement, and (ii) nothing herein shall require any Grantor to take any Excluded Actionsrespective Indentures. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Administrative Agent may determine, in its sole discretion, is necessary, advisable or prudent necessary to ensure that the perfection of the security interest in the Collateral granted to the Administrative Agent Collateral Trustee herein, including, without limitation, describing such property as “all assets assets” or “all personal property and other assets, whether now owned or existing or hereafter acquired or arising, together with all products and proceeds thereof, substitutions and replacements therefor, and additions and accessions thereto.” Within six months after the date hereof, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Trustee in the Tractor Trailers listed in Part A of Exhibit “B” and initially covered by this Security Agreement shall be made by the debtor whether Grantors in order to perfect such security interests under applicable law; provided that the Company shall have an additional thirty days to perfect the security interest in any Tractor Trailers with a net book value in an aggregate amount not to exceed $500,000. The Collateral Trustee shall have no obligation to make or monitor any such filings, registrations or recordings. Each Grantor agrees to promptly execute all documentation reasonably required to effect the foregoing and all future recordations relating to the perfection of security interests in Tractor Trailers now owned or hereafter acquired and wheresoever locatedto cause the filing of relevant certificates of title with the appropriate state governmental agency Each Grantor will, at its own expense, promptly make, execute, endorse, acknowledge, file and/or deliver to the Collateral Trustee (or, to the extent required by the Vehicle Title Custodial Agreement, the custodial administrator thereunder) from time to time upon its request such lists, descriptions and designations of its then owned Tractor Trailers (including all accessions thereto certificate of title numbers and proceeds thereof.” jurisdictions of registration of each such Tractor Trailer), documents of title, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments and take such further steps and actions relating to such Tractor Trailers and other property or rights covered by the security interest hereby granted necessary to perfect, preserve or protect its security interest in such Tractor Trailers and other property or rights. Each Grantor will take any and all actions necessary to defend defend, in all material respects, title to the Collateral owned by such Grantor against all Persons and to defend the security interest of the Administrative Agent Collateral Trustee in such Collateral and the priority thereof against any Lien not expressly permitted hereunder or under any other Loan Document; provided that it is understood and agreed that no Grantor will be required to take any Excluded Actionhereunder.

Financing Statements and Other Actions; Defense of Title. Each Grantor will file or cause the filing of and hereby authorizes the Administrative Collateral Agent to file, in and if requested will execute and deliver to the central filing office of the jurisdiction in which such Grantor is “located” within the meaning of that term in Section 9-307 of the UCCCollateral Agent, all financing statements and amendments thereto describing the Collateral owned by such Grantor and other documents and each Grantor agrees to take such other actions as may from time to time as required, or as reasonably be requested by the Administrative Agent Collateral Agent, in order to perfect or maintain a first priority (other than, as to priority, in respect of Permitted Liens securing First Priority Obligation), perfected security interest in and, if applicable, Control of, the Collateral owned by such Grantor, subject to Liens permitted under Section 6.02 of the Credit Agreement and to the provisions of Section 4.7 hereof, Permitted Liens; provided that (i) nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Collateral Agent under the Loan Indenture Documents or any Other Second Priority Document to any Permitted Liens otherwise permitted under Section 6.02 other than, as to priority, in respect of the Credit Agreement except as may be required under Section 9.02(d) or Section 9.14 of the Credit Agreement, and (ii) nothing herein shall require any Grantor to take any Excluded ActionsFirst Priority Exceptions. Such financing statements and amendments thereto may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Administrative Collateral Agent may determine, in its sole reasonable discretion, is necessary, advisable or prudent to ensure that the perfection of the security interest in the Collateral granted to the Administrative Collateral Agent herein, including, without limitation, describing such property as “all assets of the debtor whether now owned or hereafter acquired and wheresoever located, including all accessions thereto and proceeds thereof.” ”, or words of similar effect or with greater detail. Each Grantor will take any and all actions necessary to defend title to the Collateral owned by such Grantor against all Persons persons and to defend the security interest of the Administrative Collateral Agent in such Collateral and the priority thereof against any Lien not expressly permitted hereunder other than Permitted Liens. Notwithstanding the grant of authority to the Collateral Agent under this Section 5.1.4, each Grantor agrees to file or under cause the filing of any initial financing statement or amendment thereto necessary to perfect or maintain the perfection of the Collateral Agent’s first priority (other Loan Document; provided that it is understood and agreed that no Grantor will be required than, as to take any Excluded Actionpriority, in respect of the First Priority Exceptions) security interest in the Collateral owned by such Grantor.

Financing Statements and Other Actions; Defense of Title. Each Grantor hereby authorizes the Administrative Collateral Agent to file, in and if requested by the central filing office of Collateral Agent or any other Secured Party, will execute and deliver to the jurisdiction in which such Grantor is “located” within the meaning of that term in Section 9-307 of the UCCCollateral Agent, all financing statements (including fixture filings and As-Extracted Collateral filings) describing the Collateral owned by such Grantor and other documents and each Grantor agrees to take such other actions as may from time to time reasonably be requested by the Administrative Collateral Agent or any other Secured Party in order to maintain a first priority, perfected security interest in and, if applicable, Control of, the Collateral owned by such Grantor, subject to Liens permitted under Section 6.02 of the Credit Agreement and to the provisions of Section 4.7 4.1.5 hereof, provided that (i) nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Collateral Agent under the Loan Collateral Documents to any Liens otherwise permitted under Section 6.02 5.02(a) of the Credit Agreement except as (it being acknowledged that, from time to time, there may be required under Section 9.02(d) or Section 9.14 pari passu treatment of any Pari Passu Liens in accordance with the Credit Agreement, and (ii) nothing herein shall require any Grantor to take any Excluded Actions). Such financing statements may (i) describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Administrative Collateral Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure that the perfection of the security interest in the Collateral granted to the Administrative Collateral Agent herein, including, without limitation, describing such property as “all assets of the debtor whether now owned or hereafter acquired and wheresoever located, including all accessions thereto and proceeds thereof.,” provided that any such “all assets” description or other description shall, as a Grantor shall request, further state that Excluded Assets under this Agreement are not included in the Collateral, and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any UCC financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor, and (B) in the case of a financing statement filed as a fixture filing or indicating such Grantor’s Collateral as As-Extracted Collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Grantor will take any and all actions reasonably necessary to defend title to the material Collateral owned by such Grantor that has not otherwise been abandoned in the ordinary course of business against all Persons persons and to defend the security interest of the Administrative Collateral Agent in such Collateral and the priority thereof against any Lien not expressly permitted hereunder or under by the Credit Agreement. Each Grantor further agrees to furnish any such information described in this Section 4.1.3 to the Collateral Agent or the other Loan Document; provided that it is understood and agreed that no Grantor will be required to take any Excluded Actionapplicable Secured Party promptly upon reasonable request.

Financing Statements and Other Actions; Defense of Title. Each Grantor hereby authorizes the Administrative Collateral Agent or its designee to file, in the central filing office of the jurisdiction in which such Grantor is “located” within the meaning of that term in Section 9-307 of the UCC, file all financing statements describing the Collateral owned by such Grantor and other documents and each Grantor agrees to take such other actions as may from time to time reasonably be requested by the Administrative Collateral Agent or its designee in order to maintain a first prioritypriority perfected (other than, perfected as to perfection, Excluded Perfection Collateral) security interest in and, if applicable, Control “control” (within the meaning of the applicable Uniform Commercial Code) of, the Collateral. Each Grantor hereby authorizes Collateral owned by such Grantor, subject Agent (or its designee) to Liens permitted under Section 6.02 file financing statements describing as the collateral covered thereby “all of the Credit Agreement and debtor’s personal property or assets” or words to the provisions of Section 4.7 hereofthat effect, provided notwithstanding that (i) nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 6.02 of the Credit Agreement except as such wording may be required under Section 9.02(d) or Section 9.14 of the Credit Agreement, and (ii) nothing herein shall require any Grantor to take any Excluded Actions. Such financing statements may describe broader in scope than the Collateral described in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Administrative Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure that the perfection of the security interest in the Collateral granted to the Administrative Agent herein, including, without limitation, describing such property as “all assets of the debtor whether now owned or hereafter acquired and wheresoever located, including all accessions thereto and proceeds thereof.” this Agreement. Each Grantor will take any and all actions necessary to defend title to the Collateral owned by such Grantor against all Persons persons and to defend the security interest of the Administrative Collateral Agent in such the Collateral and the priority thereof against any Lien not expressly permitted hereunder hereunder. Each Grantor shall maintain the security interest in the Collateral created by this Agreement as a perfected security interest having at least the priority described in Section 3.9. At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of such Grantor, such Grantor shall promptly and duly authorize, execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Agent may reasonably request for the purpose of obtaining or under preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, in the case of Investment Property, Deposit Accounts and any other Loan Document; provided that it is understood relevant Collateral, taking any actions necessary to enable the Collateral Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto to the extent required hereunder, including without limitation, executing and agreed that no Grantor will be required delivering and causing the relevant depositary bank or securities intermediary to take any Excluded Actionexecute and deliver a control agreement in form and substance reasonably satisfactory to the Collateral Agent, the Majority Lenders and the Swap Counterparties.

Financing Statements and Other Actions; Defense of Title. Each Grantor hereby authorizes the Administrative Collateral Agent or its designee to file, in the central filing office of the jurisdiction in which such Grantor is “located” within the meaning of that term in Section 9-307 of the UCC, file all financing statements describing the Collateral owned by such Grantor and other documents and each Grantor agrees to take such other actions as may from time to time reasonably be requested taken by the Administrative Collateral Agent or its designee in order to maintain a first prioritysecond priority perfected (other than, perfected as to perfection, Excluded Perfection Collateral) security interest in and, if applicable, Control “control” (within the meaning of the applicable Uniform Commercial Code) of, the Collateral. Each Grantor hereby authorizes Collateral owned by such Grantor, subject Agent (or its designee) to Liens permitted under Section 6.02 file financing statements describing as the collateral covered thereby “all of the Credit Agreement and debtor’s personal property or assets” or words to the provisions of Section 4.7 hereofthat effect, provided notwithstanding that (i) nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 6.02 of the Credit Agreement except as such wording may be required under Section 9.02(d) or Section 9.14 of the Credit Agreement, and (ii) nothing herein shall require any Grantor to take any Excluded Actions. Such financing statements may describe broader in scope than the Collateral described in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Administrative Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure that the perfection of the security interest in the Collateral granted to the Administrative Agent herein, including, without limitation, describing such property as “all assets of the debtor whether now owned or hereafter acquired and wheresoever located, including all accessions thereto and proceeds thereof.” this Agreement. Each Grantor will take any and all actions necessary to defend title to the Collateral owned by such Grantor against all Persons persons and to defend the security interest of the Administrative Collateral Agent in such the Collateral and the priority thereof against any Lien not expressly permitted hereunder hereunder. Each Grantor shall maintain the security interest in the Collateral created by this Agreement as a perfected security interest having at least the priority described in Section 3.9. At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of such Grantor, such Grantor shall promptly and duly authorize, execute and deliver, and have recorded, such further instruments and documents and take such further actions for the purpose of obtaining or under preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, any such actions as the Collateral Agent may reasonably request, and in the case of Investment Property, Deposit Accounts and any other Loan Document; provided that it is understood relevant Collateral, taking any actions necessary to enable the Collateral Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto to the extent required hereunder, including without limitation, executing and agreed that no Grantor will be required delivering and causing the relevant depositary bank or securities intermediary to take any Excluded Actionexecute and deliver a control agreement in form and substance reasonably satisfactory to the Collateral Agent.

Financing Statements and Other Actions; Defense of Title. Each Grantor hereby authorizes the Administrative Agent to file, in and if requested will execute and deliver to the central filing office of the jurisdiction in which such Grantor is “located” within the meaning of that term in Section 9-307 of the UCCAdministrative Agent, all financing statements describing the Collateral owned by such Grantor and other documents and each Grantor agrees to take such other actions as may from time to time reasonably be requested by the Administrative Agent in order to maintain a first priority, perfected security interest in and, if applicable, Control of, the Collateral owned by such Grantor, subject to Liens permitted under Section 6.02 of the Credit Agreement and to the provisions of Section 4.7 hereofAgreement, provided that (i) nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 6.02 of the Credit Agreement except as may be required under Section 9.02(d) or Section 9.14 of the Credit Agreement, and (ii) nothing herein shall require any Grantor to take any Excluded Actions. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Administrative Agent may determine, in its sole reasonable discretion, is necessary, advisable or prudent to ensure that the perfection of the security interest in the Collateral granted to the Administrative Agent herein, including, without limitation, describing such property as “all assets of the debtor whether now owned or hereafter acquired and wheresoever located, including all accessions thereto and proceeds thereof.” Each Grantor will take any and all actions necessary to defend title to the Collateral owned by such Grantor against all Persons persons and to defend the security interest of the Administrative Agent in such Collateral and the priority thereof against any Lien not expressly permitted hereunder or under any other Loan Document; provided that it is understood and agreed that no Grantor will be required to take obtain bailee or landlord waivers in respect of any Excluded Actionlocation where Inventory is stored.

Financing Statements and Other Actions; Defense of Title. Each Grantor hereby authorizes the Administrative Agent to file, in and if requested will execute and deliver to the central filing office of the jurisdiction in which such Grantor is “located” within the meaning of that term in Section 9-307 of the UCCAdministrative Agent, all financing statements describing the Collateral owned by such Grantor and other documents and each Grantor agrees to take such other actions as may from time to time reasonably be requested by the Administrative Agent in order to maintain a first priority, perfected security interest in and, if applicable, Control of, the Collateral owned by such Grantor, subject to Liens permitted under Section 6.02 of the Credit Agreement and to the provisions of Section 4.7 hereofAgreement, provided that (i) nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 6.02 of the Credit Agreement except as may be required under Section 9.02(d) or Section 9.14 of the Credit Agreement, and (ii) nothing herein shall require any Grantor to take provide materials for filing or to make filings to perfect Liens in any Excluded ActionsIntellectual Property rights outside of the United States. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Administrative Agent may determine, in its sole reasonable discretion, is necessary, advisable or prudent to ensure that the perfection of the security interest in the Collateral granted to the Administrative Agent herein, including, without limitation, describing such property as “all assets of the debtor whether now owned or hereafter acquired and wheresoever located, including all accessions thereto and proceeds thereof.” Each Grantor will take any and all actions necessary to defend title to the Collateral owned by such Grantor against all Persons persons and to defend the security interest of the Administrative Agent in such Collateral and the priority thereof against any Lien not expressly permitted hereunder or under any other Loan Document; provided that it is understood and agreed that no Grantor will be required to take any Excluded Actionhereunder.

Financing Statements and Other Actions; Defense of Title. Each Grantor hereby authorizes the Administrative Agent to file, in and if requested by the central filing office of Administrative Agent will execute and deliver to the jurisdiction in which such Grantor is “located” within the meaning of that term in Section 9-307 of the UCCAdministrative Agent, all financing statements describing the Pledged Collateral owned by such Grantor and other documents and each Grantor agrees to take such other actions as may from time to time reasonably be requested by the Administrative Agent in order to maintain a first priority, priority perfected security interest in and, if applicable, Control of, the Pledged Collateral owned by such Grantor, subject to Liens permitted under Section 6.02 of the Credit Agreement and to the provisions of Section 4.7 hereof, Agreement; provided that (i) nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 6.02 of the Credit Agreement except as may be required under Section 9.02(d) or Section 9.14 of the Credit Agreement, and (ii) nothing herein shall require any Grantor to take any Excluded Actions. Such financing statements may describe the Pledged Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Administrative Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure that the perfection of the security interest in the Pledged Collateral granted to the Administrative Agent herein, including, without limitation, describing describing, with respect to any Grantor’s financing statement, such property as “all assets of the debtor assets” or “all personal property, whether now owned or hereafter acquired and wheresoever located, including all accessions thereto and proceeds thereof.” Each Grantor will take any and all actions reasonably necessary to defend title to the Pledged Collateral owned by such Grantor that has not otherwise been abandoned in the ordinary course of business against all Persons persons and to defend the security interest of the Administrative Agent in such Pledged Collateral and the priority thereof against any Lien not expressly permitted hereunder or under any other Loan Document; provided that it is understood and agreed that no Grantor will be required to take any Excluded Actionby the Credit Agreement.

Financing Statements and Other Actions; Defense of Title. Each Grantor hereby authorizes the Administrative Collateral Agent to file, in and if requested will execute and deliver to the central filing office of the jurisdiction in which such Grantor is “located” within the meaning of that term in Section 9-307 of the UCCCollateral Agent, all financing statements describing the Collateral owned by such Grantor and other documents and each Grantor agrees to take such other actions as may be required and from time to time reasonably be requested by the Administrative Collateral Agent in order to maintain a first priority, perfected security interest in and, if applicable, Control of, the Collateral owned by such Grantor, subject to Liens specifically permitted under Section 6.02 of the Credit Agreement and to the provisions of Section 4.7 hereofAgreement, provided that (i) nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Collateral Agent under the Loan Documents to any Liens otherwise specifically permitted under Section 6.02 of the Credit Agreement except as may be required under Section 9.02(d) or Section 9.14 of the Credit Agreement, and (ii) nothing herein shall require any Grantor to take any Excluded Actions. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Administrative Agent may determine, in its sole discretion, is necessary, advisable or prudent reasonably necessary to ensure that the perfection of the security interest in the Collateral granted to the Administrative Collateral Agent herein, including, without limitation, describing such property as “all assets of the debtor assets” or “all personal property and other assets, whether now owned or existing or hereafter acquired and wheresoever locatedor arising, including together with all accessions thereto products and proceeds thereof, substitutions and replacements therefor, and additions and accessions thereto.” Each Grantor agrees to execute all documentation reasonably required to effect such recordations and to cause the filing of relevant certificates of title with the appropriate state governmental agency. Each Grantor will, at its own expense, promptly make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such lists, descriptions and designations of its then owned Tractor Trailers (including certificate of title numbers and jurisdictions of registration of each such Tractor Trailer), documents of title, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other assurances or instruments and take such further steps and actions relating to such Tractor Trailers and other property or rights covered by the security interest hereby granted necessary to perfect, preserve or protect its security interest in such Tractor Trailers and other property or rights. Each Grantor will take any and all actions necessary to defend defend, in all material respects, title to the Collateral owned by such Grantor against all Persons and to defend the security interest of the Administrative Collateral Agent in such Collateral and the priority thereof against any Lien not expressly permitted hereunder or under any other Loan Document; provided that it is understood and agreed that no Grantor will be required to take any Excluded Actionhereunder.

Financing Statements and Other Actions; Defense of Title. Each Grantor hereby authorizes the Administrative Agent to file, in and if requested will execute and deliver to the central filing office of the jurisdiction in which such Grantor is “located” within the meaning of that term in Section 9-307 of the UCCAdministrative Agent, all financing statements describing the Collateral owned by such Grantor and other documents and each Grantor agrees to take such other actions as may from time to time reasonably be requested by the Administrative Agent in order to maintain a first priority, priority perfected security interest in and, if applicable, Control of, the Collateral owned by such GrantorGrantor (whether granted hereunder or under any other Collateral Document), subject to Liens permitted under Section 6.02 7.01 of the Credit Agreement and to the provisions of Section 4.7 hereofAgreement, provided that (i) nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 6.02 of the Credit Agreement except as may be required under Section 9.02(d) or Section 9.14 7.01 of the Credit Agreement, and (ii) nothing herein shall require any Grantor to take any Excluded Actions. Such financing statements may describe the Collateral in the same manner as described herein or in the relevant Collateral Document, as the case may be, or may contain an indication or description of collateral that describes such property in any other manner as the Administrative Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure that the perfection of the security interest in the Collateral granted to the Administrative Agent hereinherein and in any other Collateral Document, as the case may be, including, without limitation, describing all such property as “all assets of the debtor assets” or “all personal property”, in each case, “whether now owned or hereafter acquired and wheresoever located, including all accessions thereto and proceeds thereof.” Each Grantor will take any and all actions necessary to defend title to the Collateral owned by such Grantor against all Persons persons, subject to Liens permitted under Section 7.01 of the Credit Agreement, and to defend the security interest of the Administrative Agent in such Collateral and the priority thereof against any Lien not expressly permitted hereunder or under any other Loan Document; provided that it is understood and agreed that no Grantor will be required to take any Excluded Actionhereunder.

Financing Statements and Other Actions; Defense of Title. Each Grantor hereby authorizes the Administrative Collateral Agent to file, in and if requested will deliver to the central filing office of the jurisdiction in which such Grantor is “located” within the meaning of that term in Section 9-307 of the UCCCollateral Agent, all financing statements describing the Collateral owned by such Grantor and other documents and each Grantor agrees to take such other actions as may from time to time be reasonably be requested by the Administrative Collateral Agent in order to maintain a first priority, priority perfected security interest in and, if applicable, Control of, the Collateral owned by such Grantor, subject only to Liens permitted under Section 6.02 of 4.1.5 and transfers permitted by the Roto-Rooter Credit Agreement and to the provisions of Section 4.7 hereof, provided that (i) nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 6.02 of the Credit Agreement except as may be required under Section 9.02(d) or Section 9.14 of the Credit Agreement, and (ii) nothing herein shall require any Grantor to take any Excluded ActionsDocuments. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral the Collateral that describes such the property constituting Collateral in any other manner as the Administrative Collateral Agent may determine, in its sole discretion, reasonably determine is necessary, advisable or prudent to ensure that the perfection of the security interest in the Collateral granted to the Administrative Collateral Agent herein, including, without limitation, describing such property as “"all assets of the debtor assets" or "all personal property whether now owned or hereafter acquired" or "all of the debtor's personal property and other assets, whether now owned or existing or hereafter acquired and wheresoever locatedor arising, including together with all accessions thereto products and proceeds thereof, substitutions and replacements therefor, and additions and accessions thereto.” " Each Grantor will take any and all actions necessary to defend title to the Collateral owned by such Grantor against all Persons and to defend the security interest of the Administrative Collateral Agent in such Collateral and the priority thereof against any Lien not expressly permitted hereunder hereunder. Notwithstanding anything to the contrary set forth herein, prior to the occurrence of a Roto-Rooter Default and the acceleration of the repayment of the Obligations as a result thereof, no Grantor shall be required to grant Control of any Deposit Account (or under any "Securities Account" as defined in Article 8 of the New York UCC) to the Collateral Agent other Loan Documentthan Deposit Accounts maintained with Bank One, NA or an affiliate thereof; provided that it is understood and agreed provided, that no Grantor will shall be required to take comply with the terms of the Federal Assignment of Claims Act in connection with its pledge of any Excluded ActionCollateral to the Collateral Agent.

Financing Statements and Other Actions; Defense of Title. Each Grantor hereby authorizes the Administrative Agent to file, in and if requested by the central filing office of Administrative Agent will execute and deliver to the jurisdiction in which such Grantor is “located” within the meaning of that term in Section 9-307 of the UCCAdministrative Agent, all financing statements describing the Pledged Collateral owned by such Grantor and other documents and each Grantor agrees to take such other actions as may from time to time reasonably be requested by the Administrative Agent in order to maintain a first priority, priority perfected security interest in and, if applicable, Control of, the Pledged Collateral owned by such Grantor, subject to Liens permitted under Section 6.02 7.3(F) of the Credit Agreement and to the provisions of Section 4.7 hereof, Agreement; provided that (i) nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 6.02 of the Credit Agreement except as may be required under Section 9.02(d7.3(F) or Section 9.14 of the Credit Agreement, and (ii) nothing herein shall require any Grantor to take any Excluded Actions. Such financing statements may describe the Pledged Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Administrative Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure that the perfection of the security interest in the Pledged Collateral granted to the Administrative Agent herein, including, without limitation, describing describing, with respect to any Grantor’s financing statement, such property as “all assets of the debtor assets” or “all personal property, whether now owned or hereafter acquired and wheresoever located, including all accessions thereto and proceeds thereofacquired.” Each Grantor will take any and all actions reasonably necessary to defend title to the Pledged Collateral owned by such Grantor against all Persons and to defend the security interest of the Administrative Agent in such Pledged Collateral and the priority thereof against any Lien not expressly permitted hereunder or under any other Loan Document; provided that it is understood and agreed that no Grantor will be required to take any Excluded Actionby the Credit Agreement.

Financing Statements and Other Actions; Defense of Title. Each Grantor hereby authorizes the Administrative Agent to file, in and if requested will execute and deliver to the central filing office of the jurisdiction in which such Grantor is “located” within the meaning of that term in Section 9-307 of the UCCAdministrative Agent, all financing statements describing the Collateral owned by such Grantor and other documents and each Grantor agrees to take such other actions as may from time to time reasonably be requested by the Administrative Agent in order to maintain a first priority, perfected security interest in and, if applicable, Control of, the Collateral owned by such Grantor, subject to Liens permitted under Section 6.02 of the Credit Agreement and to the provisions of Section 4.7 hereofAgreement, provided that (i) nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 6.02 of the Credit Agreement except as may be required under Section 9.02(d) or Section 9.14 of the Credit Agreement, and (ii) nothing herein shall require any Grantor to take any Excluded Actions. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Administrative Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure that the perfection of the security interest in the Collateral granted to the Administrative Agent herein, including, without limitation, describing such property as “all assets of the debtor whether now owned or hereafter acquired and wheresoever located, including all accessions thereto and proceeds thereof.” To the extent requested by the Borrower in connection with Intellectual Property being sold, disposed or otherwise transferred to a third-party purchaser, the Administrative Agent shall confirm in writing that Collateral does not include Intellectual Property and shall prepare and provide such UCC-3 amendments as are reasonably requested by the Borrower demonstrating that such Intellectual Property does not constitute Collateral, such confirmations and UCC-3 amendments to be in form and substance reasonably satisfactory to the Administrative Agent. Each Grantor will take any and all actions necessary to defend title to the Collateral owned by such Grantor against all Persons persons and to defend the security interest of the Administrative Agent in such Collateral and the priority thereof against any Lien not expressly permitted hereunder or under any other Loan Document; provided that it is understood and agreed that no Grantor will be required to take any Excluded Actionhereunder.

Financing Statements and Other Actions; Defense of Title. Each Grantor hereby authorizes the Administrative Collateral Agent to file, in and if requested by the central filing office of Collateral Agent or any other Secured Party, will execute and deliver to the jurisdiction in which such Grantor is “located” within the meaning of that term in Section 9-307 of the UCCCollateral Agent, all financing statements (including fixture filings and As-Extracted Collateral filings) describing the Collateral owned by such Grantor and other documents and each Grantor agrees to take such other actions as may from time to time reasonably be requested by the Administrative Collateral Agent or any other Secured Party in order to maintain a first priority, perfected security interest in and, if applicable, Control of, the Collateral owned by such Grantor, subject to Liens permitted under Section 6.02 of the Credit Agreement and to the provisions of Section 4.7 4.1.5 hereof, provided that (i) nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Collateral Agent under the Loan Security Documents to any Liens otherwise permitted under Section 6.02 5.02(a) of the Credit Agreement except as may be required under and Section 9.02(d) or Section 9.14 10.2 of the Credit Note Purchase Agreement, and (ii) nothing herein shall require any Grantor to take any Excluded Actions. Such financing statements may (i) describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Administrative Collateral Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure that the perfection of the security interest in the Collateral granted to the Administrative Collateral Agent herein, including, without limitation, describing such property as “all assets of the debtor whether now owned or hereafter acquired and wheresoever located, including all accessions thereto and proceeds thereof.,” provided that any such “all assets” description or other description shall, as a Grantor shall request, further state that Excluded Assets under this Agreement are not included in the Collateral, and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any UCC financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor, and (B) in the case of a financing statement filed as a fixture filing or indicating such Grantor’s Collateral as As-Extracted Collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Grantor will take any and all actions reasonably necessary to defend title to the material Collateral owned by such Grantor that has not otherwise been abandoned in the ordinary course of business against all Persons persons and to defend the security interest of the Administrative Collateral Agent in such Collateral and the priority thereof against any Lien not expressly permitted hereunder or under by the Credit Agreement or the Note Purchase Agreement. Each Grantor further agrees to furnish any such information described in this Section 4.1.3 to the Collateral Agent or the other Loan Document; provided that it is understood and agreed that no Grantor will be required to take any Excluded Action.applicable Secured Party promptly upon reasonable request. Alliance – Security Agreement

Financing Statements and Other Actions; Defense of Title. Each Grantor hereby authorizes the Administrative Collateral Agent to file, in and if requested will execute and deliver to the central filing office of the jurisdiction in which such Grantor is “located” within the meaning of that term in Section 9-307 of the UCCCollateral Agent, all financing statements describing the Collateral owned by such Grantor and other documents and each Grantor agrees to take such other actions as may from time to time reasonably be requested by the Administrative Collateral Agent in order to maintain a first priority, perfected security interest in and, if applicable, Control of, the Collateral owned by such Grantor, subject to Liens permitted under Section 6.02 of the Credit Agreement and to the comparable provisions of Section 4.7 hereofthe Note Agreement, provided that (i) nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Collateral Agent under the Loan Documents to any Liens otherwise permitted under Section 6.02 of the Credit Agreement except as may be required under Section 9.02(d) or Section 9.14 and the comparable provisions of the Credit Note Agreement, and (ii) nothing herein shall require any Grantor to take any Excluded Actions. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Administrative Collateral Agent may determine, in its sole reasonable discretion, is necessary, advisable or prudent to ensure that the perfection of the security interest in the Collateral granted to the Administrative Collateral Agent herein, including, without limitation, describing such property as “all assets (other than the Excluded Assets described and defined in the Pledge and Security Agreement dated as of March 4, 2009 by and among the debtor Debtor, other parties and the Secured Party)” or “all assets whether now owned or hereafter acquired and wheresoever located, including all accessions thereto and proceeds thereofthereof (other than the Excluded Assets described and defined in the Pledge and Security Agreement dated as of March 4, 2009 by and among the Debtor, other parties and the Secured Party).” Each Grantor will take any and all actions reasonably necessary to defend title to the Collateral owned by such Grantor against all Persons persons and to defend the security interest of the Administrative Collateral Agent in such Collateral and the priority thereof against any Lien not expressly permitted hereunder or under any other Loan Document; provided that it is understood and agreed that no Grantor will be required to take any Excluded Actionhereunder.

Financing Statements and Other Actions; Defense of Title. Each Grantor hereby authorizes the Administrative Agent to file, in and if requested by the central filing office of Administrative Agent will execute and deliver to the jurisdiction in which such Grantor is “located” within the meaning of that term in Section 9-307 of the UCCAdministrative Agent, all financing statements describing the Pledged Collateral owned by such Grantor and other documents and each Grantor agrees to take such other actions as may from time to time reasonably be requested by the Administrative Agent in order to maintain a first priority, priority perfected security interest in and, if applicable, Control of, the Pledged Collateral owned by such Grantor, subject to Liens permitted under Section 6.02 of the Credit Agreement and to the provisions of Section 4.7 hereofany financing statements filed in connection therewith, provided that (i) nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 6.02 of the Credit Agreement except as may be required under Section 9.02(d) or Section 9.14 of the Credit Agreement, and (ii) nothing herein shall require any Grantor to take any Excluded Actions. Such financing statements may describe the Pledged Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Administrative Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure that the perfection of the security interest in the Pledged Collateral granted to the Administrative Agent herein, including, without limitation, describing describing, with respect to any Grantor’s financing statement, such property as “all assets of the debtor assets” or “all personal property, whether now owned or hereafter acquired and wheresoever located, including all accessions thereto and proceeds thereofacquired.” Each Grantor will take any and all actions necessary to defend title to the Pledged Collateral owned by such Grantor against all Persons persons and to defend the security interest of the Administrative Agent in such Pledged Collateral and the priority thereof against any Lien not expressly permitted hereunder or under any other Loan Document; provided that it is understood and agreed that no Grantor will be required to take any Excluded Actionby the Credit Agreement.

Financing Statements and Other Actions; Defense of Title. Each Grantor will file or cause the filing of and hereby authorizes the Administrative Collateral Agent to file, in and if requested will execute and deliver to the central filing office of the jurisdiction in which such Grantor is “located” within the meaning of that term in Section 9-307 of the UCCCollateral Agent, all financing statements and amendments thereto describing the Collateral owned by such Grantor and other documents and each Grantor agrees to take such other actions as may from time to time as required, or as reasonably be requested by the Administrative Agent Collateral Agent, in order to perfect or maintain a first priority, perfected security interest in and, if applicable, Control of, the Collateral owned by such Grantor, subject to Liens permitted under Section 6.02 8.02 of the Credit Agreement and to the provisions of Section 4.7 hereofIndenture; provided, provided that (i) nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Collateral Agent under the Loan Note Documents to any Liens otherwise permitted under Section 6.02 8.02 of the Credit Agreement except as may be required under Section 9.02(d) or Section 9.14 of the Credit Agreement, and (ii) nothing herein shall require any Grantor to take any Excluded ActionsIndenture. Such financing statements and amendments thereto may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Administrative Collateral Agent may determine, in its sole reasonable discretion, is necessary, advisable or prudent to ensure that the perfection of the security interest in the Collateral granted to the Administrative Collateral Agent herein, including, without limitation, describing such property as “all assets of the debtor whether now owned or hereafter acquired and wheresoever located, including all accessions thereto and proceeds thereof.” Each Grantor will take any and all actions necessary to defend title to the Collateral owned by such Grantor against all Persons persons and to defend the security interest of the Administrative Collateral Agent in such Collateral and the priority thereof against any Lien not expressly permitted hereunder under the Note Documents. Notwithstanding the grant of authority to the Collateral Agent under this Section 5.1.4, each Grantor agrees to file or under cause the filing of any other Loan Document; provided that it is understood and agreed that no Grantor will be required initial financing statement or amendment thereto necessary to take any Excluded Actionperfect or maintain the perfection of the Collateral Agent’s first priority security interest in the Collateral owned by such Grantor.

Financing Statements and Other Actions; Defense of Title. Each Grantor hereby authorizes the Administrative Agent to file, in and if requested will execute and deliver to the central filing office of the jurisdiction in which such Grantor is “located” within the meaning of that term in Section 9-307 of the UCCAdministrative Agent, all financing statements describing the Collateral owned by such Grantor and other documents and each Grantor agrees to take such other actions as may from time to time reasonably be requested by the Administrative Agent in order to maintain a first priority, perfected security interest in and, if applicable, Control of, the Collateral owned by such Grantor, subject to Liens permitted under Section 6.02 of the Credit Agreement and to the provisions of Section 4.7 hereof, provided that (i) nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 6.02 of the Credit Agreement except as may be required under Section 9.02(d) or Section 9.14 of the Credit Agreement, and (ii) nothing herein shall require any Grantor to take any Excluded Actions. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Administrative Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure that the perfection of the security interest in the Collateral granted to the Administrative Agent herein, including, without limitation, describing such property as “all assets of the debtor whether now owned or hereafter acquired and wheresoever located, including all accessions thereto and proceeds thereof.” Each Grantor will take any and all actions necessary to defend title to the Collateral owned by such Grantor against all Persons and to defend the security interest of the Administrative Agent in such Collateral and the priority thereof against any Lien not expressly permitted hereunder or under any other Loan Document; provided that it is understood and agreed that no Grantor will be required to take obtain bailee or landlord waivers in respect of any Excluded Actionlocation where Inventory is stored.