Common use of Further Assurances Covenants Clause in Contracts

Further Assurances Covenants. (a) The Pledgor agrees that it shall, at its expense and in such manner and form as the Collateral Agent may require, execute, deliver, file and record any financing statement, specific assignment or other paper and take any other action that may be necessary or desirable, or that the Collateral Agent may request, in order to create, preserve, perfect, confirm or validate any Security Interest or to enable the Collateral Agent to exercise and enforce its rights on behalf of the Secured Parties hereunder with respect to any of the Collateral. To the extent permitted by applicable law, the Pledgor hereby authorizes the Collateral Agent to execute and file, in the name of the Pledgor or otherwise, financing statements or continuation statements (which may be carbon, photographic, photostatic or other reproductions of this Agreement or of a financing statement relating to this Agreement) that the Collateral Agent, in its sole discretion, may deem necessary or appropriate to further perfect any of the Security Interests; and further, to execute and file in the name of the Pledgor or otherwise any other document (including, without limitation, any notice on Form 144 or any filing required pursuant to Sections 13 or 16 of the Securities Exchange Act of 1934, as amended) that the Collateral Agent, in its sole discretion, may deem necessary or appropriate in connection with the Collateral Agent’s authority conferred by Section 9 hereof. (b) The Pledgor agrees that it shall not change its name, identity, Location or, if the Pledgor is a Company, its organizational structure, unless in either case (1) it shall have given the Collateral Agent not less than 30 days’ prior notice thereof and (2) such change shall not cause any of the Security Interests to become unperfected or subject to any other lien, security interest or other encumbrance of any kind.

Further Assurances Covenants. (a) The Pledgor covenants and agrees that it shallat any time and from time to time, at its the expense of the Pledgor, the Pledgor will promptly execute and in such manner deliver all further instruments and form as the Collateral Agent may requiredocuments, execute, deliver, file and record any financing statement, specific assignment or other paper and take any other action all further action, that may be necessary or desirable, or that the Collateral Agent Lender may request, in order to create, preserve, perfect, confirm perfect and protect any Liens granted or validate any Security Interest purported to be granted hereby or to enable the Collateral Agent Lender to exercise and enforce its rights on behalf and remedies hereunder with respect to any Collateral. Without limiting the generality of the Secured Parties hereunder foregoing, the Pledgor will execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Lender may request, in order to perfect and preserve the Liens granted or purported to be granted hereby. (b) The Pledgor hereby authorizes the Lender to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral. A carbon, photographic or other reproduction of this Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. (c) The Pledgor covenants and agrees that the Pledgor will not (i) sell, convey, Transfer, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, Collateral Entity Properties or Collateral (as defined in the Loan Agreement) or any other property of the Pledgor relating thereto, (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral, Collateral Entity Properties or Collateral (as defined in the Loan Agreement) or any other property of the Pledgor relating thereto, except for the lien and security interest created by this Agreement, (iii) vote to enable, or take any other action to permit, the Issuer to issue any Units or other equity interests in the Issuer or to issue any other securities convertible into or granting the right to purchase or exchange for any Units or other equity interests in the Issuer, in each case which have a preference over the Pledged Interests in right of distribution or in liquidation, or (iv) enter into any agreement or undertaking restricting the right or ability of the Lender to sell, assign or transfer any of the Collateral. To Notwithstanding the extent permitted provisions of this Section 4(c), a transfer to a Restricted Party shall not be deemed to be a Transfer so long as such transfer does not relate to any Collateral, Collateral Entity Properties or Collateral (as defined in the Loan Agreement) without the Lender’s prior written consent and does not impair or limit the first priority Lien in favor of the Lender pursuant to the terms hereof. (d) The Pledgor covenants that, in furtherance of allowing the Lender to determine from time to time the Collateral Value of the Specified Equity Interests represented by applicable lawthe Collateral and the value of other Collateral (as defined in the Loan Agreement), the Pledgor hereby authorizes will (a) permit periodic inspections and appraisals of the Collateral, Collateral Agent to execute and fileEntity Properties, Collateral (as defined in the name Loan Agreement) and any other property of the Pledgor by the Lender or otherwiseits authorized agents and (b) deliver to the Lender, financing statements or continuation statements (which may be carbonnot later than forty-five days after the end of each calendar quarter, photographicsuch information as to the Issuer, photostatic or other reproductions of this Agreement or of a financing statement relating to this Agreement) that the Collateral Agent, in its sole discretion, may deem necessary or appropriate to further perfect any of the Security Interests; and further, to execute and file in the name of the Pledgor or otherwise any other document (including, without limitation, any notice on Form 144 information as to the real properties owned, directly or any filing required pursuant to Sections 13 indirectly, by the Issuer, the extent and nature of Xxxxx Xxxxxxxxxxxx’x direct or 16 indirect ownership thereof, and the Appraised Value, Cap Rate Value and EBITDA, as applicable, in respect thereof, as the Lender may reasonably request. Such information shall include (i) a detailed description of the Securities Exchange Act distributions, cash, instruments and other property, if any, received, receivable or otherwise distributed in respect of 1934or in exchange for any or all of the Pledged Interest as well as information as to amounts distributable by the Issuer but not actually distributed, (ii) detailed financial statements as amended) that to the Collateral AgentIssuer, including, without limitation, a balance sheet, income statement, cash flow statement and equity owner’s account statement, with such other information as the Lender may request in its sole discretion, may deem necessary and (iii) a detailed description of any changes to Schedule 1 or appropriate in connection with Schedule 2 since the Collateral Agent’s authority conferred by Section 9 date hereof. (b) The Pledgor agrees that it shall not change its name, identity, Location or, if the Pledgor is a Company, its organizational structure, unless in either case (1) it shall have given the Collateral Agent not less than 30 days’ prior notice thereof and (2) such change shall not cause any of the Security Interests to become unperfected or subject to any other lien, security interest or other encumbrance of any kind.

Further Assurances Covenants. (a) The Each Pledgor covenants and agrees that it shallat any time and from time to time, at its the expense of the Pledgors, such Pledgor will promptly execute and in such manner deliver all further instruments and form as the Collateral Agent may requiredocuments including, executewithout limitation, deliverfinancing or continuation statements, file or similar instruments or documents, and record any financing statementamendments thereto, specific assignment or other paper and take any other action all further action, that may be necessary or desirable, desirable to establish and maintain the Lien granted or that purported to be granted hereby and the Collateral Agent may request, in order to create, preserve, perfect, confirm or validate any Security Interest priority and perfection thereof or to enable the Collateral Agent Pledgee to exercise and enforce its rights on behalf and remedies hereunder with respect to any Collateral. (b) Each Pledgor hereby authorizes the Pledgee to file one or more financing or continuation statements, and amendments thereto, relating to all or any part of the Secured Parties hereunder Collateral, without the signature of such Pledgor. The Pledgee may file a carbon, photographic or other reproduction of this Agreement or any financing statement covering the Collateral or any part thereof (or any financing statement related hereto) as a financing statement. (c) Each Pledgor covenants and agrees that it will not (i) except as expressly permitted under Sections 7.1(a), 7.2(c) and 7.2(e) of the Loan Agreement, sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral. To , except for the extent permitted by applicable lawLien under this Agreement and other Permitted Liens, (iii) vote to enable, or take any other action to permit, the Pledgor hereby authorizes Issuers to issue any other shares of stock, partnership interests or limited liability company interests of any nature or to issue any other securities convertible into or granting the Collateral right to purchase or exchange for any shares of stock, partnership interests or limited liability company interests of any nature of the Issuers, except for such shares of stock, partnership interests or limited liability company interests all (or the appropriate percentage) of which shares or interests have been pledged to the Agent to execute and file, under a Supplement hereto in the name form of Annex II, (iv) enter into any agreement or undertaking (other than in favor of the Pledgor Pledgee) restricting the right or otherwiseability of the Pledgee to sell, financing statements assign or continuation statements (which may be carbon, photographic, photostatic or other reproductions of this Agreement or of a financing statement relating to this Agreement) that the Collateral Agent, in its sole discretion, may deem necessary or appropriate to further perfect transfer any of the Security Interests; and furtherCollateral, (v) except as expressly permitted under Section 7.2(g) of the Loan Agreement, to execute and file the extent applicable, cancel (other than due to any payment in the name of the Pledgor whole or otherwise any other document (includingin part), without limitation, any notice on Form 144 or any filing required pursuant to Sections 13 or 16 of the Securities Exchange Act of 1934, as amended) that the Collateral Agent, in its sole discretion, may deem necessary or appropriate in connection with the Collateral Agent’s authority conferred by Section 9 hereof. (b) The Pledgor agrees that it shall not change its name, identity, Location or, if the Pledgor is a Company, its organizational structure, unless in either case (1) it shall have given the Collateral Agent not less than 30 days’ prior notice thereof and (2) such change shall not cause forgive any of the Security Pledged Debt except upon the payment in full to the holder of any Pledged Note or (vi) amend or waive any terms or provisions of any Pledged Note in any manner that is adverse in any way to the Agent. Each Pledgor covenants and agrees that, if any of the Pledged Interests pledged by it becomes evidenced by one or more stock, partnership or membership certificates, as the case may be, such Pledgor shall promptly deliver to become unperfected or subject the Pledgee each such certificate issued to any other liensuch Pledgor, security interest accompanied by an undated stock or other encumbrance of any kindtransfer power with respect thereto, executed in blank by such Pledgor.

Further Assurances Covenants. Each Lien Grantor covenants as follows: (a) The Pledgor agrees It will not change its name, identity or corporate structure in any manner unless it shall have (i) given the Collateral Agent at least 10 days' prior notice thereof and (ii) delivered an Opinion of Counsel with respect thereto in accordance with Section 5(d), provided that delivery of such an Opinion of Counsel shall not be required if the Collateral Agent reasonably determines that such change could not affect the perfection or priority of any Security Interest in any Collateral. (b) It will not change (i) the location of its chief executive office or chief place of business or (ii) the locations where it shallkeeps or holds any Collateral (except Inventory in transit from one such location to another) or any records relating thereto from the applicable locations described in its Perfection Certificate, unless such Lien Grantor shall have (x) given the Collateral Agent at least 10 days' prior notice thereof and (y) delivered an Opinion of Counsel with respect thereto in accordance with Section 5(d), provided that delivery of such an Opinion of Counsel shall not be required if the Collateral Agent reasonably determines that such change could not affect the perfection or priority of any Security Interest in any Collateral. Such Lien Grantor will not in any event change the location of any Collateral owned by it if such change would cause the Security Interests in such Collateral to lapse or cease to be perfected. (c) It will, from time to time, at its expense and in such manner and form as the Collateral Agent may requireexpense, execute, deliver, file and record any financing statement, specific assignment assignment, instrument, document, agreement or other paper and take any other action (including, without limitation, any filings of financing or continuation statements under the UCC) that from time to time may be necessary or desirable, or that the Collateral Agent may reasonably request, in order to create, preserve, perfect, confirm or validate any the Security Interest Interests in such Lien Grantor's Collateral or to enable the Collateral Agent and the other Secured Parties to obtain the full benefits of the Collateral Documents, or to enable the Collateral Agent to exercise and enforce any of its rights on behalf of the Secured Parties hereunder rights, powers and remedies thereunder with respect to any of the such Lien Grantor's Collateral. To the extent permitted by applicable law, the Pledgor hereby such Lien Grantor authorizes the Collateral Agent to execute and file, in the name of the Pledgor or otherwise, file such financing statements or continuation statements (which may be without such Lien Grantor's signature appearing thereon. Such Lien Grantor agrees that a carbon, photographic, photostatic or other reproductions reproduction of this Agreement or of a financing statement relating is sufficient as a financing statement. Such Lien Grantor shall pay the costs of, or incidental to, any recording or filing of any such financing or continuation statements in which it is named as the debtor. (d) Before it takes any action contemplated by Section 5(a) or 5(b), such Lien Grantor will, at its expense, cause to this Agreement) that be delivered to the Collateral Agent an Opinion of Counsel, in form and substance reasonably satisfactory to the Collateral Agent, to the effect that all financing statements and amendments or supplements thereto, continuation statements and other documents required to be recorded or filed in order to perfect and protect the Security Interests against all creditors of and purchasers from such Lien Grantor (except any continuation statements specified in such Opinion of Counsel that are to be filed more than six months after the date thereof) have been filed in each filing office necessary for such purpose; provided that delivery of such an Opinion of Counsel shall not be required if the Collateral Agent shall have reasonably determined that such action could not affect the perfection or priority of any Security Interest in any Collateral and so advised such Lien Grantor. (e) If any of its sole discretionCollateral is at any time in the possession or control of any warehouseman, may deem necessary bailee or appropriate to further perfect any agent, such Lien Grantor will notify such warehouseman, bailee or agent of the Security Interests; Interests and further, instruct it to execute and file hold all such Collateral for the Collateral Agent's account subject to the Collateral Agent's instructions (which shall permit such Collateral to be removed by such Lien Grantor in the name ordinary course of business until the Pledgor Collateral Agent notifies such warehouseman, bailee or agent that an Event of Default has occurred and is continuing). (f) It shall keep full and accurate books and records relating to its Collateral, and stamp or otherwise xxxx such books and records in such manner as the Collateral Agent may reasonably request in order to reflect the Security Interests. (g) It shall use commercially reasonable efforts to cause to be collected from its account debtors, as and when due, any other document and all amounts owing under or on account of each of its Accounts (including, without limitation, any notice on Form 144 or any filing required pursuant Accounts which are delinquent, such Accounts to Sections 13 or 16 be collected in accordance with lawful collection procedures) and shall apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Accounts. Subject to the rights of the Securities Exchange Act Collateral Agent and the other Secured Parties hereunder if an Event of 1934Default shall have occurred and be continuing, such Lien Grantor may allow in the ordinary course of business as amendedadjustments to amounts owing under its Accounts (i) that any extension or renewal of the time or times of payment, or settlement for less than the total unpaid balance, which such Lien Grantor finds appropriate in accordance with sound business judgment and (ii) refunds or credits, all in accordance with such Lien Grantor's ordinary course of business consistent with its historical collection practices. The costs and expenses (including, without limitation, attorney's fees) of collection, whether incurred by such Lien Grantor or the Collateral Agent, in its sole discretionshall be borne by such Lien Grantor. (h) If an Event of Default shall have occurred and be continuing, may deem necessary or appropriate in connection with such Lien Grantor will, if requested to do so by the Collateral Agent’s authority conferred by Section 9 hereof, promptly notify (and such Lien Grantor hereby authorizes the Collateral Agent so to notify) each account debtor in respect of any of its Accounts or Instruments that such Collateral has been assigned to the Collateral Agent hereunder, and that any payments due or to become due in respect of such Collateral are to be made directly to the Collateral Agent or its designee. (bi) The Pledgor agrees that it shall Such Lien Grantor will not change sell, lease, exchange, assign or otherwise dispose of, or grant any option with respect to, any of its name, identity, Location or, if the Pledgor is a Company, its organizational structureCollateral; provided that, unless in either case (1) it an Event of Default shall have given occurred and be continuing, such Lien Grantor may sell, lease or otherwise dispose of its Inventory in the ordinary course of business. Concurrently with any sale or disposition permitted by the foregoing proviso, the Security Interests in the assets sold or disposed of (but not in any Proceeds arising from such sale or disposition) shall cease immediately without any further action on the part of the Collateral Agent not less than 30 days’ prior notice thereof or any other Secured Party. (j) Such Lien Grantor will, promptly upon request, provide to the Collateral Agent all information and (2) evidence it may reasonably request concerning such change shall not cause any Lien Grantor's Collateral to enable the Collateral Agent to enforce the provisions of the Security Interests Collateral Documents. (k) From time to become unperfected or subject time upon request by the Collateral Agent, such Lien Grantor shall, at its expense, cause to any other lien, security interest or other encumbrance be delivered to the Secured Parties an Opinion of any kindCounsel satisfactory to the Collateral Agent as to such matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request.

Further Assurances Covenants. (a) The Pledgor agrees that it shall, shall at its expense and in such manner and form as the Collateral Agent may reasonably require, execute, deliver, file and record any financing statement, continuation statement, specific assignment or other paper document or instrument and take any other action that may be necessary or desirable, or that the Collateral Agent may reasonably request, in order to create, preserve, perfect, confirm or validate any Security Interest or to enable the Collateral Agent to exercise and enforce its rights on behalf of the Secured Parties hereunder with respect to any of the Collateral. To the extent permitted by applicable law, the Pledgor hereby authorizes the Collateral Agent to execute and file, in the name of the Pledgor or otherwise, financing statements or continuation statements (which may be carbon, photographic, photostatic or other reproductions of this Agreement or of a financing statement or continuation statement relating to this Agreement) that the Collateral Agent, in its sole discretionupon the advice of counsel or at the direction of the Secured Parties, may deem reasonably necessary or appropriate to perfect or further perfect any of the Security Interests; and further, to execute and file in the name of the Pledgor or otherwise any other document (including, without limitation, any notice on Form 144 or any filing required pursuant to Sections 13 or 16 of the Securities Exchange Act of 1934, as amended) that the Collateral Agent, in its sole discretion, may deem reasonably necessary or appropriate in connection with the Collateral Agent’s 's authority conferred by Section 9 hereofthis Agreement. (b) The Pledgor agrees that it shall not change (i) its name, identity, Location or, if the Pledgor is a Company, or organizational structure or (ii) its organizational structureLocation, unless in either case (1A) it shall have given the Collateral Agent not less than 30 thirty (30) days’ ' prior written notice thereof and (2B) such change shall not cause any of the Security Interests to become unperfected or subject to any other lien, security interest or other encumbrance of any kind. (c) If at any time any of the Collateral Shares or Substitute Collateral (or security entitlements in respect thereof) are not registered, or held through a securities intermediary, in the name of the Collateral Agent or its nominee, the Collateral Agent and Pledgor agree that Pledgor shall take all action as is reasonably requested by the Collateral Agent to cause such Collateral to be transferred of record into, or held through a securities intermediary in, the name of the Collateral Agent or its nominee. The Collateral Agent shall promptly give to Pledgor and the Secured Parties copies of any notices and communications received by it with respect to Collateral Shares or Substitute Collateral (or security entitlements in respect thereof) registered, or held through a securities intermediary, in the name of the Collateral Agent or its nominee.

Further Assurances Covenants. In furtherance of the grant of the pledge and security interest pursuant to Section 2 hereof, Pledgor hereby agrees with the Collateral Agent until the payment and satisfaction in full of the Secured Obligations as follows: (a) The Pledgor agrees that it shall, at its expense if any interests, shares, securities, monies, property, options, rights or other assets required to be pledged by Pledgor under Section 2 hereof are received by Pledgor and are “certificated securities” as defined in UCC Section 8-102(4), forthwith (i) immediately transfer and deliver to the Collateral Agent such interests, shares of stock or securities so received by Pledgor (together with delivery of the Certificates for any such membership interests, shares and securities, each duly endorsed in blank or accompanied by undated stock or transfer powers or assignments of membership interest, as applicable, duly executed in blank), all of which thereafter shall be held by the Collateral Agent in accordance with the terms hereof as part of the Pledged Collateral, (ii) if requested by the Collateral Agent, file a financing statement(s) in the office of the Delaware Secretary of State with respect to the perfection of the security interest in such manner Pledged Collateral, and form (iii) take such other action as the Collateral Agent may require, execute, deliver, file and record any financing statement, specific assignment or other paper and take any other action that may be shall deem necessary or desirable, or that the Collateral Agent may request, shall reasonably deem appropriate in order to createensure the validity, preserve, perfect, confirm or validate any Security Interest or to enable the Collateral Agent to exercise perfection and enforce its rights on behalf of the Secured Parties hereunder with respect to any of the Collateral. To the extent permitted by applicable law, the Pledgor hereby authorizes the Collateral Agent to execute and file, in the name of the Pledgor or otherwise, financing statements or continuation statements (which may be carbon, photographic, photostatic or other reproductions of this Agreement or of a financing statement relating to this Agreement) that the Collateral Agent, in its sole discretion, may deem necessary or appropriate to further perfect any first priority of the Security Interests; Interest created hereunder in such 25902862.2 Amended and furtherRestated Schedule 15 (Exhibit B) Pledge Agreement NG-KIH Project Implementation Agreement interests, shares, securities, monies, property, options, rights or other assets referred to execute and file in the name of the Pledgor or otherwise any other document (including, without limitation, any notice on Form 144 or any filing required pursuant to Sections 13 or 16 of the Securities Exchange Act of 1934, as amended) that the Collateral Agent, in its sole discretion, may deem necessary or appropriate in connection with the Collateral Agent’s authority conferred by such Section 9 hereof2. (b) The Without limiting the provisions of any Financing Document or of the Organizational Documents requiring ownership interests in Operations Co to be certificated, Pledgor agrees that it shall not change its name, identity, Location orshall, if the any interests, shares, securities, monies, property, options, rights or other assets required to be pledged by Pledgor is a Companyunder Section 2 hereof are received by Pledgor and are “uncertificated securities” as defined in UCC Section 8-102(18), its organizational structure, unless in forthwith either case (1i) it shall have given enter into an agreement whereby Operations Co agrees to comply with instructions originated by the Collateral Agent not less than 30 days’ prior notice thereof and without further consent by Pledgor, for purposes of control under UCC Section 8-106(c)(2), (2ii) such change shall not cause any of “deliver” the Security Interests uncertificated security to become unperfected or subject the Collateral Agent pursuant to any other lien, security interest or other encumbrance of any kind.UCC Section 8-301(b)

Further Assurances Covenants. (a) The Pledgor covenants and agrees that it shallat any time and from time to time, at its the expense of the Pledgor, the Pledgor will promptly execute and in such manner deliver all further instruments and form as the Collateral Agent may requiredocuments, execute, deliver, file and record any financing statement, specific assignment or other paper and take any other action all further action, that may be necessary or desirable, or that the Collateral Agent Lender may request, in order to create, preserve, perfect, confirm perfect and protect any Liens granted or validate any Security Interest purported to be granted hereby or to enable the Collateral Agent Lender to exercise and enforce its rights on behalf and remedies hereunder with respect to any Collateral. Without limiting the generality of the Secured Parties hereunder foregoing, the Pledgor will execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Lender may request, in order to perfect and preserve the Liens granted or purported to be granted hereby. (b) The Pledgor hereby authorizes the Lender to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral. A carbon, photographic or other reproduction of this Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. (c) The Pledgor covenants and agrees that the Pledgor will not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral. To , except for the extent permitted lien and security interest created by applicable lawthis Agreement, (iii) vote to enable, or take any other action to permit, the Pledgor hereby authorizes Issuer to issue any Units or other equity interests of the Collateral Agent Issuer or to execute and fileissue any other securities convertible into or granting the right to purchase or exchange for any Units or other equity interests of the Issuer, in each case which have a preference over the name Pledged Interests in right of distribution or in liquidation, or (iv) enter into any agreement or undertaking restricting the right or ability of the Pledgor Lender to sell, assign or otherwise, financing statements or continuation statements (which may be carbon, photographic, photostatic or other reproductions of this Agreement or of a financing statement relating to this Agreement) that the Collateral Agent, in its sole discretion, may deem necessary or appropriate to further perfect transfer any of the Security Interests; and further, to execute and file in the name of the Pledgor or otherwise any other document (including, without limitation, any notice on Form 144 or any filing required pursuant to Sections 13 or 16 of the Securities Exchange Act of 1934, as amended) that the Collateral Agent, in its sole discretion, may deem necessary or appropriate in connection with the Collateral Agent’s authority conferred by Section 9 hereofCollateral. (b) The Pledgor agrees that it shall not change its name, identity, Location or, if the Pledgor is a Company, its organizational structure, unless in either case (1) it shall have given the Collateral Agent not less than 30 days’ prior notice thereof and (2) such change shall not cause any of the Security Interests to become unperfected or subject to any other lien, security interest or other encumbrance of any kind.

Further Assurances Covenants. (aA) The No Pledgor agrees that will change its name, identity or form of organization in any manner unless it shallshall have given the Agent prior notice thereof and delivered an opinion of counsel with respect thereto in accordance with Section 4(L). No Pledgor will change the location of (i) its chief executive office or chief place of business or (ii) the locations where it keeps or holds any Collateral or any records relating thereto from the applicable location described in the Perfection Certificate of such Pledgor unless it shall have given the Agent prior notice thereof and delivered an opinion of counsel with respect thereto in accordance with Section 4(L). (B) No Pledgor shall in any event change the location of any Collateral without the prior written consent of the Agent if such change would cause the Security Interests in such Collateral to lapse or cease to be perfected. (C) Each Pledgor will, from time to time, at its expense and in such manner and form as the Collateral Agent may requireexpense, execute, deliver, file and record any financing statement, specific assignment assignment, instrument, document, agreement or other paper and take any other action (including any filings of financing or continuation statements under the UCC) that from time to time may be necessary or desirable, or that the Collateral Agent may request, in order to create, preserve, perfect, confirm or validate any the Security Interest Interests or to enable the Collateral Secured Parties to obtain the full benefits of this Agreement, or to enable the Agent to exercise and enforce any of its rights on behalf of the Secured Parties rights, powers and remedies hereunder with respect to any of the Collateral. To the extent permitted by applicable law, the each Pledgor hereby authorizes the Collateral Agent, and appoints the Agent to execute as its true and filelawful attorney (with full power of substitution, in the name of such Pledgor, the Pledgor Secured Parties or otherwise, for the sole use and benefit of the Secured Parties), to execute and file financing statements or continuation statements (which may be without such Pledgor's signature appearing thereon. Each Pledgor agrees that a carbon, photographic, photostatic or other reproductions reproduction of this Agreement or of a financing statement is sufficient as a financing statement. Each Pledgor shall pay the costs of, or incidental to, any recording or filing of any financing or continuation statements concerning the Collateral. (D) If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of any Pledgor's agents or processors, such Pledgor shall notify such warehouseman, bailee, agent or processor of the Security Interests created hereby and to hold all such Collateral for the Agent's account subject to the Agent's instructions. (E) Each Pledgor shall keep full and accurate books and records relating to the Collateral, and stamp or otherwise mark xxxh books and records in such manner as the Agent may reasonably require in order to reflect the Security Interests. (F) Each Pledgor will immediately deliver and pledge each Instrument to the Agent, appropriately endorsed to the Agent, provided that so long as no Event of Default shall have occurred and be continuing, such Pledgor may retain for collection in the ordinary course any Instruments. (G) Each Pledgor shall use its reasonable best efforts to cause to be collected from its Account Debtors, as and when due, any and all amounts owing under or on account of each Account (including Accounts which are delinquent, such Accounts to be collected in accordance with lawful collection procedures and such Pledgor's customary practices) and shall apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Account. Subject to the rights of the Secured Parties hereunder upon the occurrence and during the continuance of an Event of Default, each Pledgor may allow in the ordinary course of business as adjustments to amounts owing under its Accounts (i) an extension I-6 129 or renewal of the time or times of payment, or settlement for less than the total unpaid balance, which such Pledgor finds appropriate in accordance with sound business judgment unless such extension, renewal or settlement results in causing such Account to not be an Eligible Receivable and thereby causes the aggregate unpaid balance of Working Capital Loans to exceed the Borrowing Base and (ii) a refund or credit due as a result of returned or damaged merchandise or as a discount for prompt payment, all in accordance with such Pledgor's ordinary course of business consistent with its historical collection practices. The costs and expenses (including attorney's fees) of collection, whether incurred by any Pledgor or the Agent, shall be borne by such Pledgor. (H) Upon the occurrence and during the continuance of any Event of Default, upon request of the Required Lenders through the Agent, to the extent permitted by applicable law each Pledgor will promptly notify (and hereby authorizes the Agent so to notify) each Account Debtor in respect of any Account or Instrument that such Collateral has been assigned to the Agent hereunder, and that any payments due or to become due in respect of such Collateral are to be made directly to the Agent or its designee. (I) Each Pledgor shall not permit any items of Equipment to become a fixture to real estate (unless the Agent has a first priority Lien thereon) or an accession to other personal property. (J) Without the prior written consent of the Agent and except in the ordinary course of any Pledgor's business, no Pledgor will sell, lease, exchange, assign or otherwise dispose of, or grant any option with respect to, any Collateral except, subject to the rights of the Secured Parties hereunder if an Event of Default shall have occurred and be continuing, as permitted under the Credit Agreement including Section 6.06, whereupon, in the case of such a sale or exchange, the Security Interests created hereby in such item (but not in any Proceeds arising from such sale or exchange) shall cease immediately without any further action on the part of the Agent. (K) Each Pledgor will, promptly upon request, provide to the Agent all information and evidence it may reasonably request concerning the Collateral to enable the Agent to enforce the provisions of this Agreement. (L) Not more than six months nor less than 30 days prior to each date on which any Pledgor proposes to take any action contemplated by Section 4(A), such Pledgor shall give notice to the Agent of such proposed action, and, at such Pledgor's cost and expense, cause to be delivered to the Secured Parties with such notice, an opinion of counsel, satisfactory to the Agent and substantially in the form of Exhibit D to the effect that all financing statements and amendments or supplements thereto, continuation statements and other documents required to be recorded or filed in order to perfect and protect the Collateral Security Interests have been filed in each filing office necessary for such purpose and that all filing fees and taxes, if any, payable in connection with such filings have been paid in full. (M) No Pledgor shall open or maintain any bank account, money market account or investment account unless such account shall first be listed on Exhibit B (as updated by such Pledgor from time to time with the consent of the Agent, such consent not to be unreasonably withheld) and, if the Agent requires in its sole discretion, may deem necessary or appropriate shall be subject to further perfect any of the Security Interests; and further, to execute and file in the name of the Pledgor or otherwise any other document (including, without limitation, any notice on Form 144 or any filing required pursuant to Sections 13 or 16 of the Securities Exchange Act of 1934, as amended) that the Collateral Agent, in its sole discretion, may deem necessary or appropriate in connection with the Collateral Agent’s authority conferred by Section 9 hereofa Lockbox Agreement. (bN) The Each Pledgor agrees that it shall not change its name, identity, Location or, if (i) upon the Pledgor is a Company, its organizational structure, unless in either case (1) it shall have given the Collateral Agent not less than 30 days’ prior notice thereof occurrence of an Event of Default and (2ii) within 10 days after the aggregate value of all Equipment consisting of motor vehicles, trucks and trailers owned by the Company and its Subsidiaries shall exceed $150,000, deliver to the Agent any and all certificates of title, applications for title or similar evidence of ownership of such change Equipment and shall not cause the Agent to be named as lienholder on any such certificate of the Security Interests to become unperfected or subject to any other lien, security interest title or other encumbrance evidence of any kindownership.

Further Assurances Covenants. (A) The Borrower will not change (i) the location of its chief executive office or chief place of business or (ii) the locations where it keeps or holds any of the Borrower's Collateral, other than Inventories or books and records relating to any Borrower's Collateral, from the applicable locations described in the Perfection Certificate unless it shall have (a) given the Collateral Agent not less than 30 days' prior notice thereof and (b) delivered an opinion of counsel with respect thereto in accordance with Section 6(I). Not later than 90 days after the Borrower changes any location where it keeps or holds Inventories or books and records relating to any Borrower's Collateral from a location described in the Perfection Certificate to a location not described in the Perfection Certificate, the Borrower will (a) give the Collateral Agent notice thereof and (b) deliver an opinion of counsel with respect thereto in accordance with Section 6(I); provided that if all such Inventories are sold during such 90 day period then no such notice or opinion need be delivered with respect to such Inventories. No Grantor shall in any event change the location of any Collateral if such change would cause the Security Interests in such Collateral to lapse or cease to be perfected. (B) The Pledgor agrees that Borrower will not change its name, identity or corporate structure (as the terms "identity" and "corporate structure" are used in Section 9-402(7) of the UCC) in any manner unless it shallshall have (i) given the Collateral Agent not less than 30 days' prior notice thereof and (ii) if the Collateral Agent so requests, delivered an opinion of counsel with respect thereto in accordance with Section 6(I). (C) The Borrower will, from time to time, at its expense and in such manner and form as the Collateral Agent may requireexpense, execute, deliver, file and record any financing statement, specific assignment assignment, instrument, document, agreement or other paper and take any other action (including, without limitation, any filings of financing or continuation statements under the UCC) that from time to time may be necessary or desirable, or that the Collateral Agent may request, in order to create, preserve, perfect, confirm or validate any the Security Interest Interests or to enable the Collateral Agent and the other Secured Parties to obtain the full benefits of this Agreement, or to enable the Collateral Agent to exercise and enforce any of its rights on behalf of the Secured Parties rights, powers and remedies hereunder with respect to any of the Borrower's Collateral. To the extent permitted by applicable law, the Pledgor Borrower hereby authorizes the Collateral Agent to execute and filefile financing statements or continuation statements without the Borrower's signature appearing thereon. In furtherance of the foregoing, the Borrower hereby constitutes and appoints the Collateral Agent its true and lawful attorney, with full power of substitution, in the name of the Pledgor or otherwiseBorrower, to execute and file financing statements or and continuation statements (which may be statements. The Borrower agrees that a carbon, photographic, photostatic or other reproductions reproduction of this Agreement or of a financing statement relating is sufficient as a financing statement. The Borrower shall pay the costs of, or incidental to, any recording or filing of any financing or continuation statements concerning the Borrower's Collateral. (D) If any Borrower's Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower's agents or processors, the Borrower shall, if requested to this Agreement) that do so by the Collateral Agent, in its sole discretionnotify such warehouseman, may deem necessary bailee, agent or appropriate to further perfect any processor of the Security Interests created hereby and instruct such warehouseman, bailee, agent or processor to hold all such Borrower's Collateral for the Collateral Agent's account subject to the Collateral Agent's instructions. (E) The Borrower shall keep full and accurate books and records relating to the Borrower's Collateral, and stamp or otherwise xxxx such books and records in such manner as the Required Lenders may reasonably require in order to reflect the Security Interests; . (i) Without the prior written consent of the Required Lenders, no Grantor will create, incur or suffer to exist any Lien with respect to any Collateral, except for Permitted Liens, and further(ii) without the prior written consent of the Lenders, which consent shall not be unreasonably withheld, no Grantor will sell, lease, exchange, assign or otherwise dispose of, or grant any option with respect to, any Collateral unless the Security Interests created hereby in such Collateral have been released pursuant to Section 5 or Section 14. (G) The Borrower will maintain insurance policies in accordance with the terms of the Inventory Credit Agreement and all insurance proceeds shall be paid in accordance with the terms of the Inventory Credit Agreement. (H) Each Grantor will, promptly upon request, provide to the Collateral Agent all information and evidence it may reasonably request concerning the Collateral to enable the Collateral Agent to enforce the provisions of this Agreement and, if the Collateral Agent has been requested to do so by the Required Lenders, to execute prepare a Collateral Report. Each Grantor will permit the representatives of the Collateral Agent to call at its places of business at any time and file from time to time during ordinary business hours, without hindrance or delay, and will, at such Grantor's cost and expense but without undue interference with its operations, permit such representatives to inspect the Collateral and to inspect, audit, check and make extracts from and copies of the books, records, journals, orders, receipts and correspondence which relate to the Collateral. Each Grantor will provide each Secured Party with such information as to the Collateral as such Secured Party may reasonably request. Each Secured Party shall have the right to observe the annual physical inventory of Inventories performed by the Borrower's independent public accountants and the semi-annual physical inventory performed by the Borrower's audit staff at each plant location. Any proprietary or financial information provided pursuant to this subsection shall be kept confidential in accordance with Section 9.8 of the Inventory Credit Agreement. (i) Not more than six months nor less than 30 days prior to (or, in the name case of any action contemplated by the second sentence of Section 6(A), more than 90 days after) each date on which the Borrower proposes to take any action contemplated by Section 6(A) or (B) or a Special Purpose Member prepares to take any action contemplated by Section 4(G) and (ii) simultaneously with the delivery of each set of financial statements referred to in Section 5.1(a) of the Pledgor or otherwise Inventory Credit Agreement and in any other document (including, without limitation, any notice on Form 144 or any filing required pursuant to Sections 13 or 16 event within 95 days after the end of each fiscal year of the Securities Exchange Act Borrower during the term of 1934this Agreement, as amended) that the Grantors shall, at their cost and expense, jointly and severally, cause to be delivered to the Lenders an opinion of counsel, satisfactory to the Collateral Agent, substantially in its sole discretionthe form of Annex B hereto, may deem to the effect that all financing statements and amendments or supplements thereto, continuation statements and other documents required to be recorded or filed in order to perfect and protect the Security Interests for a period, specified in such opinion, continuing until a date not earlier than eighteen months after the date of such opinion, have been filed in each filing office necessary or appropriate for such purpose and that all filing fees and taxes, if any, payable in connection with such filings have been paid in full. (J) From time to time upon request by the Collateral Agent’s authority conferred by Section 9 hereof. (b) The Pledgor agrees that it shall not change its name, identitythe Grantors shall, Location orat their cost and expense, if jointly and severally, cause to be delivered to the Pledgor is a Company, its organizational structure, unless in either case (1) it shall have given Lenders an opinion of counsel satisfactory to the Collateral Agent not less than 30 days’ prior notice thereof and (2) as to such change shall not cause any of matters relating to the Security Interests to become unperfected or subject to any other lien, security interest or other encumbrance of any kindtransactions contemplated hereby as the Required Lenders may reasonably request.

Further Assurances Covenants. (a) The Pledgor agrees that it shall, at its expense and in such manner and form as the Collateral Agent may require, execute, deliver, file and record any financing statement, specific assignment or other paper and take any other action that may be necessary or desirable, or that the Collateral Agent may request, in order to create, preserve, perfect, confirm or validate any Security Interest or to enable the Collateral Agent to exercise and enforce its rights on behalf of the Secured Parties hereunder with respect to any of the Collateral. To the extent permitted by applicable law, the Pledgor hereby authorizes the Collateral Agent to execute and file, in the name of the Pledgor or otherwise, financing statements or continuation statements (which may be carbon, photographic, photostatic or other reproductions of this Agreement or of a financing statement relating to this Agreement) that the Collateral Agent, in its sole discretion, may deem necessary or appropriate to further perfect any of the Security Interests; and further, to execute and file in the name of the Pledgor or otherwise any other document (including, without limitation, any notice on Form 144 or any filing required pursuant to Sections 13 or 16 of the Securities Exchange Act of 1934, as amended) that the Collateral Agent, in its sole discretion, may deem necessary or appropriate in connection with the Collateral Agent’s 's authority conferred by Section 9 hereof. (b) The Pledgor agrees that it shall not change its name, identity, Location or, if the Pledgor is a Company, its organizational structure, unless in either case (1) it shall have given the Collateral Agent not less than 30 days’ ' prior notice thereof and (2) such change shall not cause any of the Security Interests to become unperfected or subject to any other lien, security interest or other encumbrance of any kind.

Further Assurances Covenants. (a) The Pledgor covenants and agrees that it shallat any time and from time to time, at its the expense of the Pledgor, the Pledgor will promptly execute and in such manner deliver all further instruments and form as the Collateral Agent may requiredocuments, execute, deliver, file and record any financing statement, specific assignment or other paper and take any other action all further action, that may be necessary or desirable, or that the Collateral Agent may request, in order to create, preserve, perfect, confirm perfect and protect any Liens granted or validate any Security Interest purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights on behalf and remedies hereunder with respect to any Collateral. Without limiting the generality of the Secured Parties hereunder foregoing, the Pledgor will execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Agent may request, in order to perfect and preserve the Liens granted or purported to be granted hereby. (b) The Pledgor hereby authorizes the Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral and to describe the Collateral as “all assets” or “all personal property” or otherwise to use such a supergeneric collateral description in such financing statements and amendments. A carbon, photographic or other reproduction of this Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. (c) The Pledgor covenants and agrees that the Pledgor will not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral. To , except for the extent permitted lien and security interest created by applicable lawthis Agreement, (iii) vote to enable, or take any other action to permit, any Issuer to issue any shares of capital stock, membership interests or other equity securities or interests of any nature or to issue any other securities or interests convertible into or granting the Pledgor hereby authorizes right to purchase or exchange for any shares of capital stock, membership interests or other equity securities or interests of any nature of any Issuer, or (iv) enter into any agreement or undertaking restricting the Collateral right or ability of the Agent to execute and filesell, in the name of the Pledgor assign or otherwise, financing statements or continuation statements (which may be carbon, photographic, photostatic or other reproductions of this Agreement or of a financing statement relating to this Agreement) that the Collateral Agent, in its sole discretion, may deem necessary or appropriate to further perfect transfer any of the Security Interests; and further, to execute and file in the name of the Pledgor or otherwise any other document (including, without limitation, any notice on Form 144 or any filing required pursuant to Sections 13 or 16 of the Securities Exchange Act of 1934, as amended) that the Collateral Agent, in its sole discretion, may deem necessary or appropriate in connection with the Collateral Agent’s authority conferred by Section 9 hereofCollateral. (b) The Pledgor agrees that it shall not change its name, identity, Location or, if the Pledgor is a Company, its organizational structure, unless in either case (1) it shall have given the Collateral Agent not less than 30 days’ prior notice thereof and (2) such change shall not cause any of the Security Interests to become unperfected or subject to any other lien, security interest or other encumbrance of any kind.

Further Assurances Covenants. (aA) The No Pledgor agrees that will change its name, identity or form of organization in any manner unless it shallshall have given the Agent prior notice thereof and delivered an opinion of counsel with respect thereto in accordance with Section 4(L). No Pledgor will change the location of (i) its chief executive office or chief place of business or (ii) the locations where it keeps or holds any Collateral or any records relating thereto from the applicable location described in the Perfection Certificate of such Pledgor unless it shall have given the Agent prior notice thereof and delivered an opinion of counsel with respect thereto in accordance with Section 4(L). (B) No Pledgor shall in any event change the location of any Collateral without the prior written consent of the Agent if such change would cause the Security Interests in such Collateral to lapse or cease to be perfected. (C) Each Pledgor will, from time to time, at its expense and in such manner and form as the Collateral Agent may requireexpense, execute, deliver, file and record any financing statement, specific assignment assignment, instrument, document, agreement or other paper and take any other action (including any filings of financing or continuation statements under the UCC) that from time to time may be necessary or desirable, or that the Collateral Agent may request, in order to create, preserve, perfect, confirm or validate any the Security Interest Interests or to enable the Collateral Secured Parties to obtain the full benefits of this Agreement, or to enable the Agent to exercise and enforce any of its rights on behalf of the Secured Parties rights, powers and remedies hereunder with respect to any of the Collateral. To the extent permitted by applicable law, the each Pledgor hereby authorizes the Collateral Agent, and appoints the Agent to execute as its true and filelawful attorney (with full power of substitution, in the name of such Pledgor, the Pledgor Secured Parties or otherwise, for the sole use and benefit of the Secured Parties), to execute and file financing statements or continuation statements (which may be without such Pledgor's signature appearing thereon. Each Pledgor agrees that a carbon, photographic, photostatic or other reproductions reproduction of this Agreement or of a financing statement is sufficient as a financing statement. Each Pledgor shall pay the costs of, or incidental to, any recording or filing of any financing or continuation statements concerning the Collateral. (D) If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of any Pledgor's agents or processors, such Pledgor shall notify such warehouseman, bailee, agent or processor of the Security Interests created hereby and to hold all such Collateral for the Agent's account subject to the Agent's instructions. (E) Each Pledgor shall keep full and accurate books and records relating to the Collateral, and stamp or otherwise mark xxxh books and records in such manner as the Agent may reasonably require in order to reflect the Security Interests. (F) Each Pledgor will immediately deliver and pledge each Instrument to the Agent, appropriately endorsed to the Agent, provided that so long as no Event of Default shall have occurred and be continuing, such Pledgor may retain for collection in the ordinary course any Instruments. (G) Each Pledgor shall use its reasonable best efforts to cause to be collected from its Account Debtors, as and when due, any and all amounts owing under or on account of each Account (including Accounts which are delinquent, such Accounts to be collected in accordance with lawful collection procedures and such Pledgor's customary practices) and shall apply forthwith upon receipt thereof all such amounts as are so collected to the outstanding balance of such Account. Subject to the rights of the Secured Parties hereunder upon the occurrence and during the continuance of an Event of Default, each Pledgor may allow in the ordinary course of business as adjustments to amounts owing under its Accounts (i) an extension or renewal of the time or times of payment, or settlement for less than the total unpaid balance, which such Pledgor finds appropriate in accordance with sound business judgment unless such extension, renewal or settlement results in causing such Account to not be an Eligible Receivable and thereby causes the aggregate unpaid balance of Working Capital Loans to exceed the Borrowing Base and (ii) a refund or credit due as a result of returned or damaged merchandise or as a discount for prompt payment, all in accordance with such Pledgor's ordinary course of business consistent with its historical collection practices. The costs and expenses (including attorney's fees) of collection, whether incurred by any Pledgor or the Agent, shall be borne by such Pledgor. (H) Upon the occurrence and during the continuance of any Event of Default, upon request of the Required Lenders through the Agent, to the extent permitted by applicable law each Pledgor will promptly notify (and hereby authorizes the Agent so to notify) each Account Debtor in respect of any Account or Instrument that such Collateral has been assigned to the Agent hereunder, and that any payments due or to become due in respect of such Collateral are to be made directly to the Agent or its designee. (I) Each Pledgor shall not permit any items of Equipment to become a fixture to real estate (unless the Agent has a first priority Lien thereon) or an accession to other personal property. (J) Without the prior written consent of the Agent and except in the ordinary course of any Pledgor's business, no Pledgor will sell, lease, exchange, assign or otherwise dispose of, or grant any option with respect to, any Collateral except, subject to the rights of the Secured Parties hereunder if an Event of Default shall have occurred and be continuing, as permitted under the Credit Agreement including Section 6.06, whereupon, in the case of such a sale or exchange, the Security Interests created hereby in such item (but not in any Proceeds arising from such sale or exchange) shall cease immediately without any further action on the part of the Agent. (K) Each Pledgor will, promptly upon request, provide to the Agent all information and evidence it may reasonably request concerning the Collateral to enable the Agent to enforce the provisions of this Agreement. (L) Not more than six months nor less than 30 days prior to each date on which any Pledgor proposes to take any action contemplated by Section 4(A), such Pledgor shall give notice to the Agent of such proposed action, and, at such Pledgor's cost and expense, cause to be delivered to the Secured Parties with such notice, an opinion of counsel, satisfactory to the Agent and substantially in the form of Exhibit D to the effect that all financing statements and amendments or supplements thereto, continuation statements and other documents required to be recorded or filed in order to perfect and protect the Collateral Security Interests have been filed in each filing office necessary for such purpose and that all filing fees and taxes, if any, payable in connection with such filings have been paid in full. (M) No Pledgor shall open or maintain any bank account, money market account or investment account unless such account shall first be listed on Exhibit B (as updated by such Pledgor from time to time with the consent of the Agent, such consent not to be unreasonably withheld) and, if the Agent requires in its sole discretion, may deem necessary or appropriate shall be subject to further perfect any of the Security Interests; and further, to execute and file in the name of the Pledgor or otherwise any other document (including, without limitation, any notice on Form 144 or any filing required pursuant to Sections 13 or 16 of the Securities Exchange Act of 1934, as amended) that the Collateral Agent, in its sole discretion, may deem necessary or appropriate in connection with the Collateral Agent’s authority conferred by Section 9 hereofa Lockbox Agreement. (bN) The Each Pledgor agrees that it shall not change its name, identity, Location or, if (i) upon the Pledgor is a Company, its organizational structure, unless in either case (1) it shall have given the Collateral Agent not less than 30 days’ prior notice thereof occurrence of an Event of Default and (2ii) within 10 days after the aggregate value of all Equipment consisting of motor vehicles, trucks and trailers owned by the Company and its Subsidiaries shall exceed $150,000, deliver to the Agent any and all certificates of title, applications for title or similar evidence of ownership of such change Equipment and shall not cause the Agent to be named as lienholder on any such certificate of the Security Interests to become unperfected or subject to any other lien, security interest title or other encumbrance evidence of any kindownership.