Common use of Further Assurances, etc Clause in Contracts

Further Assurances, etc. The Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that the Collateral Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Grantor will: (a) at the request of the Collateral Agent during an Event of Default, xxxx conspicuously each chattel paper included in the Receivables and each Related Contract and, at the request of the Collateral Agent, each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) if any Receivable shall be evidenced by a promissory note or other instrument, negotiable document or chattel paper, deliver and pledge to the Collateral Agent hereunder such promissory note, instrument, negotiable document or chattel paper duly endorsed or accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Agent; (c) file such financing or continuation statements, or amendments thereto, and such other instruments or notices (including, without limitation, any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or advisable, or as the Collateral Agent may reasonably request, in order to perfect and preserve the security interests and other rights granted or purported to be granted hereby; (d) furnish to the Collateral Agent, from time to time at the Collateral Agent's reasonable request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail; (e) warrant and defend the right and title herein granted to the Collateral Agent in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever; (f) not change its location within the meaning of Section 9.307 of the U.C.C. or its name or the state of its formation without providing the Collateral Agent at least thirty (30) days' prior notice to such change and taking all actions required by the first sentence of Section 4.1.8; and (g) upon its acquisition after the date hereof of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, take such actions with respect to the Collateral or any part thereof as required by the Loan Documents. With respect to the foregoing and the grant of the security interest hereunder, the Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Grantor where permitted by law.

Further Assurances, etc. The Each Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that the Collateral Administrative Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the such Grantor will: (a) at will from time to time upon the request of the Administrative Agent, promptly deliver to the Administrative Agent such stock powers, instruments and similar documents, satisfactory in form and substance to the Administrative Agent, with respect to such Collateral as the Administrative Agent during an Event of Defaultmay request and will, xxxx conspicuously each chattel paper included in the Receivables and each Related Contract and, at from time to time upon the request of the Collateral Administrative Agent, each after the occurrence and during the continuance of its records pertaining to any Specified Default, promptly transfer any securities constituting Collateral into the Collateral with a legend, in form and substance satisfactory to name of any nominee designated by the Collateral Administrative Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) if any Receivable Collateral shall be evidenced by a promissory note or other instrumentan Instrument, negotiable document Document, Promissory Note or chattel papertangible Chattel Paper, deliver and pledge to the Collateral Administrative Agent hereunder such promissory note, instrumentInstrument, negotiable document Document, Promissory Note or chattel paper tangible Chattel Paper duly endorsed or and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Administrative Agent; file (cand hereby authorize the Administrative Agent to file) file such financing Filing Statements or continuation statements, or amendments thereto, and such other instruments or notices (including, without limitation, including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or advisable, or as that the Collateral Administrative Agent may reasonably request, request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Administrative Agent hereby; (d) deliver to the Administrative Agent and at all times keep pledged to the Administrative Agent pursuant hereto, on a first‑priority, perfected basis, at the request of the Administrative Agent, all Investment Property constituting Collateral, all Dividends and Distributions with respect thereto, and all interest and principal with respect to Promissory Notes, and all Proceeds and rights from time to time received by or distributable to such Grantor in respect of any of the foregoing Collateral; not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral, except as provided in Section 4.4; not create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper acceptable to the Administrative Agent indicating that the Administrative Agent has a security interest in such Chattel Paper; furnish to the Collateral Administrative Agent, from time to time at the Collateral Administrative Agent's reasonable ’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail; (e) warrant and defend do all things requested by the right Administrative Agent in accordance with this Agreement in order to enable the Administrative Agent to have and title herein granted to maintain control over the Collateral Agent in consisting of Investment Property, Deposit Accounts, Letter-of-Credit-Rights and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever; (f) not change its location within the meaning of Section 9.307 of the U.C.C. or its name or the state of its formation without providing the Collateral Agent at least thirty (30) days' prior notice to such change and taking all actions required by the first sentence of Section 4.1.8; and (g) upon its acquisition after the date hereof of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, take such actions with respect to the Collateral or any part thereof as required by the Loan DocumentsElectronic Chattel Paper. With respect to the foregoing and the grant of the security interest hereunder, the each Grantor hereby authorizes the Collateral Administrative Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral. Each Grantor agrees that a carbon, photographic or other reproduction of this Security Agreement or any UCC financing statement covering the Collateral without the signature of the Grantor or any part thereof shall be sufficient as a UCC financing statement where permitted by law. Each Grantor hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the Collateral described in this Security Agreement.

Further Assurances, etc. The Each Grantor agrees that, from time to time at its own expense, that it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that the Collateral Agent may reasonably request, request in order to perfect, preserve and protect any security interest granted or purported to be granted hereby by such Grantor or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any CollateralCollateral of such Grantor. Without limiting the generality of the foregoing, the each Grantor will, with respect to any Collateral of such Grantor, following the occurrence and during the continuance of a Default: (a) at the written request of the Collateral Agent during an Event of DefaultAgent, xxxx conspicuously each chattel paper included in the Receivables and each Related Contract and, at the request of the Collateral Agent, each of its records pertaining to the Collateral with a legend, in form and substance reasonably satisfactory to the Collateral Agent, indicating that such document, chattel paper, paper or Related Contract or Collateral is subject to the security interest granted hereby; (b) if any material Receivable shall be evidenced by a promissory note or other instrument, negotiable document or chattel paper, deliver and pledge to the Collateral Agent hereunder such promissory note, instrument, negotiable document or chattel paper duly endorsed or accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Collateral Agent; (c) file such financing or continuation statements, or amendments thereto, and such other instruments or notices (including, without limitation, including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or advisable, or as the Collateral Agent may reasonably request, request in order to perfect and preserve the security interests and other rights granted or purported to be granted hereby; (d) furnish to the Collateral Agent, from time to time at the Collateral Agent's ’s reasonable request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail; (e) warrant and defend the right and title herein granted to the Collateral Agent in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever, subject to Permitted Encumbrances; and (f) not change its location within upon the meaning of Section 9.307 of the U.C.C. or its name or the state of its formation without providing the Collateral Agent at least thirty (30) days' prior notice to such change and taking all actions required by the first sentence of Section 4.1.8; and (g) upon its acquisition after the date hereof by such Grantor of any Collateral, Collateral with respect to which the security interest granted hereunder is not perfected automatically upon such acquisitionacquisition under the U.C.C. or pursuant to previously filed U.C.C. financing statements, promptly give notice thereof to the Collateral Agent and take such actions with respect to the such Collateral or any part thereof as are reasonably required by the Loan Documents. With respect to the foregoing and the grant of the security interest hereunder, the Grantor hereby authorizes the Collateral Agent to file one or perfect its security interest in such Collateral. Notwithstanding anything to the contrary contained herein (but subject to Section 4.02(c)), no Grantor shall be required to take, at any time when no Event of Default has occurred and is continuing, any actions to perfect the Collateral Agent’s Liens in any Collateral to the extent such perfection requires more than the authorization, preparation, delivery and the filing of U.C.C. financing statements (and any necessary amendments, assignments or continuation statements, and amendments statements with respect thereto, relative to all or any part of ) with the applicable Government Authority; provided that the Collateral Agent may independently take any such actions to perfect such Liens in the Collateral as it reasonably deems appropriate (without being able to require any Grantor to cooperate in such action unless an Event of Default has occurred and is continuing), which actions shall be, in accordance with Section 7.02(b), at the signature expense of the Grantor where permitted by laweach applicable Grantor.

Further Assurances, etc. The Each Grantor shall warrant and defend the right and title herein granted unto the Collateral Agent in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever, subject to Permitted Liens. Each Grantor agrees that, from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that the Collateral Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral subject to the terms hereof. Each Grantor agrees that, upon the acquisition after the date hereof by such Grantor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, to take such actions with respect to such Collateral or any part thereof as required by the Credit Documents. Without limiting the generality of the foregoing, the each Grantor will: (a) at the request of the Collateral Agent during an Event of Default, xxxx conspicuously each chattel paper included in the Receivables and each Related Contract and, at from time to time upon the request of the Collateral Agent, each of its records pertaining promptly deliver to the Collateral with a legendAgent such stock powers, instruments and similar documents, reasonably satisfactory in form and substance satisfactory to the Collateral Agent, indicating that with respect to such documentCollateral as the Collateral Agent may Exhibit E – Form of Pledge and Security Agreement NY\6271325.4 reasonably request and will, chattel paperfrom time to time upon the request of the Collateral Agent, Related Contract or after the occurrence and during the continuance of any Event of Default, (i) promptly transfer any securities constituting Collateral is subject to into the security interest granted hereby; name of any nominee designated by the Collateral Agent and (bii) if any Receivable Collateral shall be evidenced by a an Instrument, negotiable Document, promissory note or other instrumenttangible Chattel Paper, negotiable document or chattel paper, deliver and pledge to the Collateral Agent hereunder and deliver to the Collateral Agent (or the Revolving Agent as bailee for the Collateral Agent pursuant to the terms of the Intercreditor Agreement) such Instrument, negotiable Document, promissory note, instrument, negotiable document Pledged Note or chattel paper tangible Chattel Paper duly endorsed or and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Agent; file (cand hereby authorize the Collateral Agent to file) file such financing filing statements or continuation statements, or amendments thereto, and such other instruments or notices (including, without limitation, including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or advisable, or as that the Collateral Agent may reasonably request, request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent hereby. The authorization contained in this Section 4.13 shall be irrevocable and continuing until the Termination Date; deliver to the Collateral Agent (dor the Revolving Agent as bailee for the Collateral Agent pursuant to the terms of the Intercreditor Agreement) and at all times keep pledged to the Collateral Agent pursuant hereto, on a first‑priority, perfected basis (except for Permitted Liens), at the request of the Collateral Agent, all Investment Property constituting Collateral, all Distributions with respect thereto (which shall only be delivered to the Collateral Agent during the continuance of a Default), and all interest and principal with respect to promissory notes, and all Proceeds and rights from time to time received by or distributable to such Grantor in respect of any of the foregoing Collateral; not take or omit to take any action the taking or the omission of which would result in any impairment or alteration of any obligation of the maker of any Payment Intangible or other Instrument constituting Collateral, except as provided in Section 4.4; not create any tangible Chattel Paper without placing a legend on such tangible Chattel Paper reasonably acceptable to the Collateral Agent indicating that the Collateral Agent has a security interest in such Chattel Paper; furnish to the Collateral Agent, from time to time at the Collateral Agent's reasonable request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail; (e) warrant and defend the right and title herein granted to do all things reasonably requested by the Collateral Agent in and accordance with this Security Agreement in order to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever; (f) not change its location within the meaning of Section 9.307 of the U.C.C. or its name or the state of its formation without providing enable the Collateral Agent at least thirty (30) days' prior notice to such change have and taking all actions required by maintain control over the first sentence Collateral consisting of Section 4.1.8; Investment Property, Deposit Accounts, Letter of Credit Rights and (g) upon its acquisition after the date hereof Electronic Chattel Paper. Each Grantor agrees that a carbon, photographic or other reproduction of this Security Agreement or any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, take such actions with respect to UCC financing statement covering the Collateral or any part thereof shall be sufficient as required a UCC financing statement where permitted by the Loan Documentslaw. With respect to the foregoing and the grant of the security interest hereunder, the Each Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relative to statements describing as the collateral covered thereby "all or any part of the debtor's personal property or assets" or words to that effect, notwithstanding that such wording may be broader in scope than the Collateral without the signature described in this Security Agreement. Exhibit E – Form of the Grantor where permitted by law.Pledge and Security Agreement

Further Assurances, etc. The Grantor agrees that, from time to time at its own expense, it the Grantor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or prudent, or that the Collateral Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Grantor will: (a) at the request of the Collateral Agent during an Event of Defaulta Trigger Event, xxxx conspicuously each chattel paper included in the Receivables and each Related Contract and, at the request of the Collateral Agent, each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) if any Receivable shall be evidenced by a promissory note or other instrument, negotiable document or chattel paper, deliver and pledge to the Collateral Agent hereunder such promissory note, instrument, negotiable document or chattel paper duly endorsed or accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Agent; (c) file such financing or continuation statements, or amendments thereto, and such other instruments or notices (including, including without limitation, any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § §3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or advisableprudent, or as the Collateral Agent may reasonably request, in order to perfect and preserve the security interests and other rights granted or purported to be granted hereby; (d) furnish to the Collateral Agent, from time to time at the Collateral Agent's ’s reasonable request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail; (e) warrant and defend the right and title herein granted to the Collateral Agent in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever; (f) not change its location within the meaning of Section 9.307 of the U.C.C. or its name or the state keep all of its formation without providing tangible Collateral, Deposit Accounts and Investment Property in the Collateral Agent at least thirty (30) days' prior notice to such change and taking all actions required by the first sentence of Section 4.1.8continental United States; and (g) upon its the acquisition after the date hereof by the Grantor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, take such actions with respect to the such Collateral or any part thereof as required by the Loan Transaction Documents. With respect to the foregoing and the grant of the security interest hereunder, the Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Grantor where permitted by law.

Further Assurances, etc. The Each Grantor agrees that, from time to time at its own expense, it such Grantor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Administrative Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the each Grantor will: (a) at the request of the Collateral Agent during an Event of Default, xxxx conspicuously each chattel paper included in the Receivables and each Related Contract and, at the request asset forming a part of the Collateral Agent, each of its records pertaining to the Collateral with a legend, in form and substance reasonably satisfactory to the Collateral Administrative Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) if any Receivable shall be evidenced by a promissory note or other instrument, negotiable document or chattel paper, deliver execute and pledge to the Collateral Agent hereunder such promissory note, instrument, negotiable document or chattel paper duly endorsed or accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Agent; (c) file such financing or continuation statements, or amendments thereto, and such other instruments or notices (including, without limitation, including any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or advisablenecessary, or as the Collateral Administrative Agent may reasonably request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Administrative Agent hereby; (dc) furnish to the Collateral Administrative Agent, from time to time at the Collateral Administrative Agent's reasonable ’s request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail; (ed) warrant and defend if requested by the right and Administrative Agent, each Grantor which owns or leases Equipment which is subject to a certificate of title herein granted statute that requires notation of a lien thereon to perfect a security interest therein shall deliver to the Collateral Administrative Agent all original certificates of title for such Equipment, shall take all necessary steps to cause the Administrative Agent’s security interest be perfected in accordance with such statute and deliver to the Administrative Agent a schedule in reasonable detail describing such Equipment, registration number, license number and all other information required to comply with such statute; provided, however, that until the Administrative Agent makes such a request under this clause, the parties hereto acknowledge that the security interest of the Administrative Agent in and to the such Collateral (has not been perfected and all rightthe representations and warranties, title covenants and interest represented by Events of Default contained herein and in the Collateral) against other Loan Documents which would otherwise be violated shall be deemed modified to reflect the claims foregoing and demands of all Persons whomsoever; (f) not change its location within the meaning of Section 9.307 of the U.C.C. or its name or the state of its formation without providing the Collateral Agent at least thirty (30) days' prior notice to such change and taking all actions required by the first sentence of Section 4.1.8be violated; and (ge) upon its acquisition after the date hereof of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, take such actions with respect to the Collateral or any part thereof as required if requested by the Loan Documents. With respect to the foregoing Administrative Agent, execute and the grant of the security interest hereunder, the Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statementsdeliver confirmatory written instruments, and amendments theretoobtain any consents, relative waivers or agreements, as may be necessary, or as the Administrative Agent may reasonably request, in order to all or any part of the Collateral without the signature of the Grantor where permitted by law.perfect and

Further Assurances, etc. The Grantor Guarantor agrees that, from time to time at its own expense, it Guarantor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Administrative Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Guarantor Collateral. Without limiting the generality of the foregoing, the Grantor Guarantor will: (ai) at the request of the Collateral Agent during an Event of Default, xxxx conspicuously each chattel paper included in the Receivables and each Related Contract Receivables, and, at the request of the Collateral Administrative Agent, each Related Contract, each Assigned Agreement, and each of its records pertaining to the Guarantor Collateral with a legend, in form and substance satisfactory to the Collateral Administrative Agent, indicating that such document, chattel paper, Related Contract Contract, Assigned Agreement or Guarantor Collateral is subject to the security interest granted hereby; (bii) if any Receivable shall be evidenced by a promissory note or other instrument, negotiable document or chattel paper, upon the request of the Administrative Agent, deliver and pledge to the Collateral Administrative Agent hereunder such promissory note, instrument, negotiable document or chattel paper duly endorsed or and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Administrative Agent; (ciii) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices (including, without limitation, any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 37263727, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or advisabledesirable, or as the Collateral Administrative Agent may reasonably request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Administrative Agent hereby; (div) furnish to the Collateral Administrative Agent, from time to time at as the Collateral Agent's reasonable Administrative Agent may reasonably request, statements and schedules further identifying and describing the Guarantor Collateral and such other reports in connection with the Guarantor Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail; (e) warrant and defend the right and title herein granted to the Collateral Agent in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever; (f) not change its location within the meaning of Section 9.307 of the U.C.C. or its name or the state of its formation without providing the Collateral Agent at least thirty (30) days' prior notice to such change and taking all actions required by the first sentence of Section 4.1.8; and (g) upon its acquisition after the date hereof of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, take such actions with respect to the Collateral or any part thereof as required by the Loan Documents. With respect to the foregoing and the grant of the security interest hereunder, the Grantor Guarantor hereby authorizes the Collateral Administrative Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral Guarantor Collateral, without the signature of the Grantor Guarantor where permitted by law. A carbon, photographic or other reproduction of this Guarantor Security Agreement or any financing statement covering the Guarantor Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. Guarantor will furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the Guarantor Collateral pledged or assigned by it hereunder and such other reports in connection with such Guarantor Collateral as the Administrative Agent may reasonably request, all in reasonable detail. Guarantor hereby covenants and agrees that it will deliver to the Administrative Agent a supplement to Schedule 2 to this Agreement promptly upon entering into any additional Assigned Agreement, and each such supplement shall thereupon become for all purposes a part of such Schedule 2. Guarantor hereby covenants and agrees that, upon the reasonable request of the Administrative Agent, it will open and maintain lockbox accounts with banks that enter into letter agreements standard and customary in financings of this type with Guarantor and the Administrative Agent.

Further Assurances, etc. The (a) Each Grantor agrees thatthat from time to time, at the expense of such Grantor, such Grantor will promptly do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, conveyances, pledge agreements, mortgages, deeds of trust, trust deeds, assignments, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments as any Agent, the Depository Bank or any other Secured Party through the Administrative Agent, may reasonably require from time to time at its own expense, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or that the Collateral Agent may reasonably request, in order to perfect(i) carry out more effectively the purposes of the Financing Documents, preserve (ii) to the fullest extent permitted by Applicable Law, subject it or any of its Subsidiaries' properties, assets, rights or interests (other than Excluded Assets) to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and (iv) assure, convey, grant, assign, transfer, preserve, protect any security interest and confirm more effectively unto the Secured Parties the rights granted or purported now or hereafter intended to be granted hereby to the Secured Parties under any Financing Document or under any other instrument executed in connection with any Financing Document to enable the Collateral Agent which it or any of its Subsidiaries is or is to exercise be a party, and enforce cause each of its rights and remedies hereunder with respect Subsidiaries to any Collateraldo so. Without limiting the generality of the foregoing, the each Grantor willwill promptly with respect to Collateral of such Grantor: (aA) at the request of the Collateral Agent during an Event of DefaultAdministrative Agent, xxxx mark conspicuously each chattel paper document included in the Receivables and Inventory, each chattex xxper included in Receivables, each Related Contract andContract, at the request of the Collateral Agent, each Assigned Agreement and each of its records pertaining to the such Collateral with a legend, in form and substance satisfactory to the Collateral Administrative Agent, indicating that such document, chattel paper, Related Contract Contract, Assigned Agreement or Collateral is subject to the security interest granted hereby; (bB) if any Receivable such Collateral shall be evidenced by a promissory note or other instrument, negotiable document instrument or chattel paper, deliver and pledge to the Collateral Agent hereunder such promissory note, instrument, negotiable document note or instrument or chattel paper duly endorsed or indorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Administrative Agent; provided that instruments evidencing Pledged Debt need not be delivered until and unless an Event of Default has occurred and is continuing; (cC) execute or authenticate and file such financing or continuation statements, or amendments thereto, and such other instruments or notices (including, without limitation, any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof)notices, as may be necessary or advisabledesirable, or as the Collateral Administrative Agent may reasonably request, in order to perfect and preserve the security interests and other rights interest granted or purported to be granted herebyby such Grantor hereunder; (dD) furnish deliver and pledge to the Collateral Agent for benefit of the Secured Parties certificates representing Security Collateral that constitutes certificated securities, accompanied by undated stock or bond powers executed in blank; (E) take all action necessary to ensure that the Collateral Agent has control of Collateral consisting of deposit accounts, investment property and letter-of-credit rights as provided in Sections 9-104, 9-106 and 9-107 of the UCC and, at the request of the Administrative Agent, from time electronic chattel paper and transferable records as provided in Section 9-105 of the UCC and in Section 16 of UETA; (F) at the request of the Administrative Agent, take all action to time at ensure that the Collateral Agent's reasonable requestsecurity interest is noted on any certificate of ownership related to any Collateral evidenced by a certificate of ownership; (G) at the request of the Administrative Agent, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as cause the Collateral Agent may reasonably requestto be the beneficiary under all letters of credit that constitute Collateral, with the exclusive right to make all in reasonable detaildraws under such letters of credit, and with all rights of a transferee under Section 5-114(e) of the UCC; and (eH) warrant and defend the right and title herein granted deliver to the Collateral Agent in evidence that all other action that the Administrative Agent may deem reasonably necessary or desirable to perfect and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever; (f) not change its location within the meaning of Section 9.307 of the U.C.C. or its name or the state of its formation without providing the Collateral Agent at least thirty (30) days' prior notice to such change and taking all actions required by the first sentence of Section 4.1.8; and (g) upon its acquisition after the date hereof of any Collateral, with respect to which protect the security interest granted hereunder is not perfected automatically upon created by such acquisition, take such actions with respect to the Collateral or any part thereof as required by the Loan Documents. With respect to the foregoing and the grant of the security interest hereunder, the Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Grantor where permitted by lawunder this Agreement has been taken.

Further Assurances, etc. The Grantor Borrower agrees that, from time to ----------------------- time at its own expense, it Borrower will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Administrative Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Borrower Collateral. Without limiting the generality of the foregoing, the Grantor Borrower will: (ai) at the request of the Collateral Agent during an Event of Default, xxxx conspicuously each chattel paper included in the Receivables and Receivables, each Related Contract Contract, each Assigned Agreement and, at the request of the Collateral Administrative Agent, each of its records pertaining to the Borrower Collateral with a legend, in form and substance satisfactory to the Collateral Administrative Agent, indicating that such document, chattel paper, Related Contract Contract, Assigned Agreement or Borrower Collateral is subject to the security interest granted hereby; (bii) if any Receivable shall be evidenced by a promissory note or other instrument, negotiable document or chattel paper, deliver and pledge to the Collateral Administrative Agent hereunder such promissory note, instrument, negotiable document or chattel paper duly endorsed or and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Administrative Agent; (ciii) execute and file such financing or continuation statements, or amendments thereto, and such other instruments or notices (including, without limitation, any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § 5 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or advisabledesirable, or as the Collateral Administrative Agent may reasonably request, in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Administrative Agent hereby; (div) furnish to the Collateral Administrative Agent, from time to time at the Collateral Administrative Agent's reasonable request, statements and schedules further identifying and describing the Borrower Collateral and such other reports in connection with the Borrower Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail; (e) warrant and defend the right and title herein granted to the Collateral Agent in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever; (f) not change its location within the meaning of Section 9.307 of the U.C.C. or its name or the state of its formation without providing the Collateral Agent at least thirty (30) days' prior notice to such change and taking all actions required by the first sentence of Section 4.1.8; and (g) upon its acquisition after the date hereof of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, take such actions with respect to the Collateral or any part thereof as required by the Loan Documents. With respect to the foregoing and the grant of the security interest hereunder, the Grantor Borrower hereby authorizes the Collateral Administrative Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral Borrower Collateral, without the signature of the Grantor Borrower where permitted by law. A carbon, photographic or other reproduction of this Borrower Security Agreement or any financing statement covering the Borrower Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. Borrower will furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the Borrower Collateral pledged or assigned by it hereunder and such other reports in connection with such Borrower Collateral as the Administrative Agent may reasonably request, all in reasonable detail. Borrower hereby covenants and agrees that it will deliver to the Administrative Agent a supplement to Schedule -------- 2 to this Agreement promptly upon entering into any additional Assigned - Agreement, and each such supplement shall thereupon become for all purposes a part of such Schedule 2. Borrower hereby covenants and agrees that, upon the ---------- reasonable request of the Administrative Agent, it will open and maintain lockbox accounts with banks that enter into letter agreements standard and customary in financings of this type with Borrower and the Administrative Agent.

Further Assurances, etc. The Grantor agrees that, from time to time at its own expense, it the Grantor will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or prudent, or that the Collateral Agent may reasonably request, in order to perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing, the Grantor will: (a) at the request of the Collateral Agent during an Event of Default, xxxx conspicuously each chattel paper included in the Receivables and each Related Contract and, at the request of the Collateral Agent, each of its records pertaining to the Collateral with a legend, in form and substance satisfactory to the Collateral Agent, indicating that such document, chattel paper, Related Contract or Collateral is subject to the security interest granted hereby; (b) if any Receivable shall be evidenced by a promissory note or other instrument, negotiable document or chattel paper, deliver and pledge to the Collateral Agent hereunder such promissory note, instrument, negotiable document or chattel paper duly endorsed or accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Collateral Agent; (c) file such financing or continuation statements, or amendments thereto, and such other instruments or notices (including, including without limitation, any assignment of claim form under or pursuant to the federal assignment of claims statute, 31 U.S.C. § Section 3726, any successor or amended version thereof or any regulation promulgated under or pursuant to any version thereof), as may be necessary or advisableprudent, or as the Collateral Agent may reasonably request, in order to perfect and preserve the security interests and other rights granted or purported to be granted hereby; (d) furnish to the Collateral Agent, from time to time at the Collateral Agent's reasonable request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail; (e) warrant and defend the right and title herein granted to the Collateral Agent in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever; (f) not change its location within the meaning of Section 9.307 of the U.C.C. or its name or the state of its formation without providing the Collateral Agent at least thirty (30) days' prior notice to such change and taking all actions required by the first sentence of Section 4.1.8; and (ge) upon its the acquisition after the date hereof by the Grantor of any Collateral, with respect to which the security interest granted hereunder is not perfected automatically upon such acquisition, take such actions with respect to the such Collateral or any part thereof as required by the Loan Documents. With respect to the foregoing and the grant of the security interest hereunder, the Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Grantor where permitted by law.