Common use of Further Assurances, etc Clause in Contracts

Further Assurances, etc. (a) Each Grantor agrees that 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, pledge agreements, collateral assignments, account control agreements, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments as the Collateral Agent or the Depository Bank may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Security Documents with respect to the Collateral, (ii) to the fullest extent permitted by Applicable Law, subject its right, title and interest in and to the Collateral to the Transaction Liens, (iii) perfect and maintain the validity and effectiveness of the Security Documents and the validity, effectiveness and priority of the Transaction Liens and (iv) assure, grant, collaterally assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter stated to be granted to the Secured Parties in respect of the Collateral under any Security Document or under any other instrument executed in connection with any Security Document to which it is a party. Without limiting the generality of the foregoing, each Grantor will promptly with respect to Collateral of such Grantor: (A) execute or authenticate 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 Collateral Agent may reasonably request, in order to perfect and preserve the Transaction Liens; (B) 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 powers indorsed in blank, and deliver and pledge to the Collateral Agent for the benefit of the Secured Parties all tangible chattel paper and all instruments constituting Collateral, together with duly indorsed instruments of transfer or assignment in blank; (C) take all action necessary to ensure that the Collateral Agent has control of Collateral, if any, consisting of deposit accounts, as provided in Section 9-104 of the UCC, control of the Account Collateral as provided in Sections 8-106 and 9-106 of the UCC, and control of Payment Collateral consisting of electronic chattel paper as provided in Section 9-105 of the UCC; and (D) deliver to the Collateral Agent evidence that all other action that the Collateral Agent may reasonably request as necessary or desirable to perfect and preserve Transaction Liens has been taken. (b) Each Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, including one or more financing statements indicating that such financing statements cover all right, title and interest of such Grantor in and to the Collateral, in each case without the signature of such Grantor. The Collateral Agent shall provide a copy of each such financing statement to each Grantor. A photocopy 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. Each Grantor ratifies its authorization for the Collateral Agent to have filed such financing statements, continuation statements or amendments filed prior to the date hereof.

Further Assurances, etc. (a) Each Grantor agrees that 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, pledge agreements, collateral assignments, account control agreements, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments as the Collateral Agent or the Depository Bank may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Security Documents with respect to the Collateral, (ii) to the fullest extent permitted by Applicable Law, subject its right, title and interest in and to the Collateral to the Transaction Liens, (iii) perfect and maintain the validity and effectiveness of the Security Documents and the validity, effectiveness and priority of the Transaction Liens and (iv) assure, grant, collaterally assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter stated to be granted to the Secured Parties in respect of the Collateral under any Security Document or under any other instrument executed in connection with any Security Document to which it is a party. Without limiting the generality of the foregoing, each Grantor will promptly with respect to Collateral of such Grantor: (A) execute or authenticate 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 Collateral Agent may reasonably request, in order to perfect and preserve the Transaction Liens; (B) 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 powers indorsed in blank, and deliver and pledge to the Collateral Agent for the benefit of the Secured Parties all tangible chattel paper and all instruments constituting Collateral, together with duly indorsed instruments of transfer or assignment in blank; (C) take all action necessary to ensure that the Collateral Agent has control of Collateral, if any, consisting of deposit accounts, as provided in Section 9-104 of the UCC, control of the Account Collateral as provided in Sections 8-106 and 9-106 of the UCC, and control of Payment Collateral consisting of electronic chattel paper as provided in Section 9-105 of the UCC; and (D) deliver to the Collateral Agent evidence that all other action that the Collateral Agent may reasonably request as necessary or desirable to perfect and preserve Transaction Liens has been taken. (b) Each Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, including one or more financing statements indicating that such financing statements cover all right, title and interest of such Grantor in and to the Collateral, in each case without the signature of such Grantor. The Collateral Agent shall provide a copy of each such financing statement to each Grantor. A photocopy 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. Each Grantor ratifies its authorization for the Collateral Agent to have filed such financing statements, continuation statements or amendments filed prior to the date hereof.

Further Assurances, etc. (a) Each The Grantor agrees that from time to timethat, 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, pledge agreements, collateral assignments, account control agreements, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments as the Collateral Agent or the Depository Bank 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 desirable, or that the Administrative Agent may reasonably request, in order to (i) carry out more effectively perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the purposes of the Security Documents Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to the any Collateral, (ii) to the fullest extent permitted by Applicable Law, subject its right, title and interest in and to the Collateral to the Transaction Liens, (iii) perfect and maintain the validity and effectiveness of the Security Documents and the validity, effectiveness and priority of the Transaction Liens and (iv) assure, grant, collaterally assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter stated to be granted to the Secured Parties in respect of the Collateral under any Security Document or under any other instrument executed in connection with any Security Document to which it is a party. Without limiting the generality of the foregoing, each the Grantor will promptly with respect to Collateral of such Grantor: will: (Aa) execute or authenticate and file such financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirablenecessary, or as the Collateral Administrative Agent may reasonably request, in order to perfect and preserve the Transaction Liens; (B) deliver security interests and pledge other rights granted or purported to be granted to the Collateral Administrative Agent for benefit of the Secured Parties certificates representing Security Collateral that constitutes certificated securities, accompanied by undated stock powers indorsed in blank, and deliver and pledge hereby; (b) furnish to the Collateral Agent for Administrative Agent, from time to time at the benefit of the Secured Parties all tangible chattel paper Administrative Agent’s request, statements and all instruments constituting Collateral, together with duly indorsed instruments of transfer or assignment in blank; (C) take all action necessary to ensure that schedules further identifying and describing the Collateral Agent has control of Collateral, if any, consisting of deposit accounts, as provided and such other reports in Section 9-104 of connection with the UCC, control of the Account Collateral as provided in Sections 8-106 and 9-106 of the UCC, and control of Payment Collateral consisting of electronic chattel paper as provided in Section 9-105 of the UCC; and (D) deliver to the Collateral Agent evidence that all other action that the Collateral Administrative Agent may reasonably request request, all in reasonable detail; (c) if requested by the Administrative Agent, execute and deliver confirmatory written instruments, and obtain any consents, waivers or agreements, as necessary may be necessary, or desirable as the Administrative Agent may reasonably request, in order to perfect and preserve Transaction Liens has been taken. (b) Each the security interests and other rights granted or purported to be granted to the Administrative Agent hereby, but the Grantor’s failure to do so shall not affect or limit the security interest granted hereby or the Administrative Agent’s other rights in and to the Collateral. With respect to the foregoing and the grant of the security interest hereunder, the Grantor hereby authorizes the Collateral Administrative Agent to Authenticate and to file one or more U.C.C. financing or continuation statementsstatements for the purpose of perfecting, and amendments theretoconfining, including one continuing, enforcing or more financing statements indicating that such financing statements cover all rightprotecting the security interest granted by the Grantor, title and interest of such Grantor in and to the Collateral, in each case without the signature of such the Grantor. The Collateral , and naming the Grantor as debtor and the Administrative Agent shall provide a copy of each such financing statement to each Grantoras secured party. A photocopy carbon, photographic, telecopied 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. Each Grantor ratifies its authorization for the Collateral Agent to have filed such financing statements, continuation statements or amendments filed prior to the date hereofLaw.

Further Assurances, etc. (a) Each Grantor agrees that Subject to clause (c) below, each Obligor will, and will cause each of the other Obligors to, grant to the Administrative Agent, for the benefit of the Secured Parties, security interests in such assets (other than Excluded Assets) of such Obligor and such other Obligors as are not covered by the grant and perfection requirements of Section 7 hereof, the DIP Orders or any other Security Document as of the Closing Date (other than Excluded Assets), and as may be reasonably requested from time to timetime by the Administrative Agent or the Required Lenders. (b) Subject to the limitations set forth herein or any other Loan Document, at promptly upon the expense reasonable request by the Administrative Agent the Obligors shall (i) assist in correcting any jointly identified material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of such Grantorany Security Document or other document or instrument relating to any Collateral, such Grantor will promptly and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, pledge agreements, collateral assignments, account control agreements, financing statements and continuations thereof, termination statements, notices of assignment, transfersdeeds, certificates, assurances assurances, and other instruments as the Collateral Administrative Agent or the Depository Bank may reasonably require request from time to time in order to (i) carry out more effectively the purposes of Section 7, the DIP Orders and the Security Documents with Documents. (c) With respect to any Person that is or becomes a Subsidiary after the CollateralInterim DIP Closing Date, other than an Immaterial Subsidiary, promptly (and in any event, by the time required by the Administrative Agent) (i) deliver to the Administrative Agent or its bailee the certificates, if any, representing all (or such lesser amount as is required) of the Equity Interests of any such Subsidiary that is a direct Subsidiary of an Obligor, together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, and all intercompany notes owing from such Subsidiary to any Obligor together with instruments of transfer executed in blank by a duly authorized officer of such Obligor, (ii) cause such new Subsidiary (A) to execute a joinder agreement, substantially in the fullest extent permitted by form of Exhibit G hereto, and (B) to take all actions reasonably necessary or advisable in the reasonable opinion of the Administrative Agent to cause the Lien on the Collateral of such Subsidiary created hereunder, under the DIP Orders or the applicable Security Document to be duly perfected in accordance with all Applicable Law, subject its rightincluding the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent, title and interest in and to the Collateral to the Transaction Liens, (iii) perfect and maintain at the validity and effectiveness request of the Security Documents Administrative Agent, deliver to the Administrative Agent a signed copy of an opinion, addressed to the Administrative Agent and the validityother Lenders, effectiveness and priority of the Transaction Liens and (iv) assure, grant, collaterally assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter stated to be granted counsel to the Secured Parties Obligors reasonably acceptable to the Administrative Agent as to such matters set forth in respect of the Collateral under any Security Document or under any other instrument executed in connection with any Security Document to which it is a party. Without limiting the generality of the foregoing, each Grantor will promptly with respect to Collateral of such Grantor: (A) execute or authenticate and file such financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or this Section 10.1.8 as the Collateral Administrative Agent may reasonably request, in order to perfect and preserve the Transaction Liens; (B) 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 powers indorsed in blank, and deliver and pledge to the Collateral Agent for the benefit of the Secured Parties all tangible chattel paper and all instruments constituting Collateral, together with duly indorsed instruments of transfer or assignment in blank; (C) take all action necessary to ensure that the Collateral Agent has control of Collateral, if any, consisting of deposit accounts, as provided in Section 9-104 of the UCC, control of the Account Collateral as provided in Sections 8-106 and 9-106 of the UCC, and control of Payment Collateral consisting of electronic chattel paper as provided in Section 9-105 of the UCC; and (D) deliver to the Collateral Agent evidence that all other action that the Collateral Agent may reasonably request as necessary or desirable to perfect and preserve Transaction Liens has been taken. (d) Each Obligor agrees that each action required by clauses (a) or (b) Each Grantor hereby authorizes of this Section 10.1.8 shall be completed no event later than 10 calendar days after such action is required to be taken pursuant to such clauses or requested to be taken by the Collateral Administrative Agent to file one or more financing the Required Lenders (or continuation statements, and amendments thereto, including one or more financing statements indicating that such financing statements cover all right, title and interest of such Grantor in and to longer period as the Collateral, in each case without the signature of such Grantor. The Collateral Administrative Agent shall provide a copy otherwise agree), as the case may be; provided, that in no event will Borrower or any of each such financing statement its Subsidiaries be required to each Grantor. A photocopy take any action, other than using its commercially reasonable efforts (which shall in any event include filing any applicable petition, motion, request or other reproduction similar with the Bankruptcy Court), to obtain consents from third parties with respect to compliance with clause (a) or (b) 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. Each Grantor ratifies its authorization for the Collateral Agent to have filed such financing statements, continuation statements or amendments filed prior to the date hereofSection 10.1.8.

Further Assurances, etc. (a) Each Grantor agrees that that, from time to time, time at the expense of such Grantorits own expense, such Grantor will promptly doexecute and deliver all further instruments and documents, executeand take all further action, acknowledgethat may be necessary or desirable, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, pledge agreements, collateral assignments, account control agreements, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments as the Collateral Agent or the Depository Bank that Lender may reasonably require from time to time request, in order to (i) carry out more effectively the purposes of the Security Documents perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable Lender to exercise and enforce its rights and remedies hereunder with respect to the any Collateral, (ii) to the fullest extent permitted by Applicable Law, subject its right, title and interest in and to the Collateral to the Transaction Liens, (iii) perfect and maintain the validity and effectiveness of the Security Documents and the validity, effectiveness and priority of the Transaction Liens and (iv) assure, grant, collaterally assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter stated to be granted to the Secured Parties in respect of the Collateral under any Security Document or under any other instrument executed in connection with any Security Document to which it is a party. Without limiting the generality of the foregoing, each Grantor will promptly will: (a) xxxx conspicuously each asset forming a part of the Collateral with respect a legend, in form and substance reasonably satisfactory to Lender, indicating that such Collateral of such Grantor: is subject to the security interest granted hereby; (Ab) execute or authenticate and file such financing or continuation statements, or amendments thereto, and such other instruments or noticesnotices (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 desirablenecessary, or as the Collateral Agent Lender may reasonably request, in order to perfect and preserve the Transaction Liens; security interests and other rights granted or purported to be granted to Lender hereby; (Bc) deliver furnish to Lender, from time to time at Lender’s request, statements and pledge to schedules further identifying and describing the Collateral Agent and such other reports in connection with the Collateral as Lender may reasonably request, all in reasonable detail; (d) if requested by Lender, with respect to each lien on Equipment which is subject to a certificate of title statute that requires notation of a lien thereon to perfect a security interest therein such Grantor shall deliver to Lender all original certificates of title for benefit such Equipment, shall take all necessary steps to cause Lender’s security interest be perfected in accordance with such statute and deliver to Lender 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 Lender makes such a request under this clause, the parties hereto acknowledge that the security interest of Lender in such Collateral has not been perfected and all the Secured Parties certificates representing Security Collateral that constitutes certificated securitiesrepresentations and warranties, accompanied covenants and Events of Default contained herein and in the other Loan Documents which would otherwise be violated shall be deemed modified to reflect the foregoing and not be violated; and (e) if requested by undated stock powers indorsed in blankLender, execute and deliver confirmatory written instruments, and deliver and pledge to the Collateral Agent for the benefit of the Secured Parties all tangible chattel paper and all instruments constituting Collateralobtain any consents, together with duly indorsed instruments of transfer waivers or assignment in blank; (C) take all action necessary to ensure that the Collateral Agent has control of Collateral, if any, consisting of deposit accountsagreements, as provided in Section 9-104 of the UCCmay be necessary, control of the Account Collateral or as provided in Sections 8-106 and 9-106 of the UCC, and control of Payment Collateral consisting of electronic chattel paper as provided in Section 9-105 of the UCC; and (D) deliver to the Collateral Agent evidence that all other action that the Collateral Agent Lender may reasonably request as necessary or desirable request, in order to perfect and preserve Transaction Liens has been taken. (b) Each the security interests and other rights granted or purported to be granted to Lender hereby, but any Grantor’s failure to do so shall not affect or limit the security interest granted hereby or Lender’s other rights in and to the Collateral. With respect to the foregoing and the grant of the security interest hereunder, each Grantor hereby authorizes the Collateral Agent Lender to Authenticate and to file one or more U.C.C. financing or continuation statements, and amendments thereto, including one and make filings with the United States Patent and Trademark Office or more financing statements indicating that such financing statements cover all right, title and interest of such Grantor United States Copyright Office (or any successor office or any similar office in and to the Collateralany other country), in each case for the purpose of perfecting, confining, continuing, enforcing or protecting the security interest granted by such Grantor, without the signature of such Grantor. The Collateral Agent shall provide a copy of each , and naming such financing statement to each GrantorGrantor as debtor and Lender as secured party. A photocopy carbon, photographic, telecopied 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. Each Grantor ratifies its authorization for the Collateral Agent to have filed such financing statements, continuation statements or amendments filed prior to the date hereof.

Further Assurances, etc. (a) Each Grantor agrees that from time to time, at shall warrant and defend the expense of such Grantor, such Grantor will promptly do, execute, acknowledge, deliver, record, re-record, file, re-file, register right and re-register any and all such further acts, pledge agreements, collateral assignments, account control agreements, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments as title herein granted unto the Collateral Agent or the Depository Bank may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Security Documents with respect and to the Collateral, Collateral (ii) to the fullest extent permitted by Applicable Law, subject its and all right, title and interest in 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 (or authorize the Collateral Agent to duly execute and deliver) all further instruments and documents, and take all further action, that may be reasonably necessary or that the Transaction LiensCollateral Agent may reasonably request (such request, (iii) perfect and maintain the validity and effectiveness in all events shall not be in contravention of the Security Documents Intercreditor Agreement), in order to perfect, preserve and the validity, effectiveness and priority of the Transaction Liens and (iv) assure, grant, collaterally assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights any security interest granted or now or hereafter stated 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 Secured Parties in terms hereof. Each Grantor agrees that, upon the acquisition after the date hereof by such Grantor of any Collateral (other than Excluded Perfection Collateral), with respect of the Collateral under any Security Document or under any other instrument executed in connection with any Security Document to which it the security interest granted hereunder is a partynot perfected automatically upon such acquisition, to take such actions with respect to such Collateral or any part thereof as required by the Loan Documents. Without limiting the generality of the foregoing, each Grantor will will: Pledge and Security Agreement (a) from time to time upon the request of the Collateral Agent, promptly deliver to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Administrative Agent, acting as gratuitous bailee on behalf of the Collateral Agent pursuant to the Intercreditor Agreement) such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to the Collateral Agent, with respect to such Collateral as the Collateral Agent may reasonably request and will, from time to time upon the reasonable request of the Collateral Agent, after the occurrence and during the continuance of any Event of Default (but subject to the terms of the Intercreditor Agreement), promptly transfer any securities constituting Collateral into the name of any nominee designated by the Collateral Agent; if any Collateral shall be evidenced by an Instrument, negotiable Document, promissory note or tangible Chattel Paper, deliver and pledge to the Collateral Agent (or, prior to the Discharge of First Lien Obligations, the First Lien Administrative Agent, acting as gratuitous bailee on behalf of the Collateral Agent pursuant to the Intercreditor Agreement) hereunder such Instrument, negotiable Document, promissory note, Pledged Note or tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Collateral Agent; (b) file (and hereby authorize the Collateral Agent to file after delivery of a copy thereof to such Grantor: (A) execute or authenticate and file such financing filing statements or continuation statements, or amendments thereto, and such other instruments or notices, subject to the terms and conditions of the Intercreditor Agreement (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 desirablethat the Collateral Agent may reasonably request in order to perfect and preserve the security interests and other rights granted or purported to be granted to the Collateral Agent hereby. (c) 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; (d) not create any tangible Chattel Paper in excess of $250,000 individually or $1,000,000 in the aggregate 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; (e) 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 detail reasonably satisfactory to the Collateral Agent; and (f) do all things reasonably requested by the Collateral Agent in accordance with this Security Agreement in order to perfect and preserve the Transaction Liens; (B) deliver and pledge to enable the Collateral Agent for benefit (or the First Lien Administrative Agent in accordance with the terms of the Secured Parties certificates representing Security Collateral that constitutes certificated securities, accompanied by undated stock powers indorsed in blank, Intercreditor Agreement) to have and deliver and pledge to maintain control over the Collateral Agent for the benefit of the Secured Parties all tangible chattel paper and all instruments constituting Collateral, together with duly indorsed instruments of transfer or assignment in blank; (C) take all action necessary to ensure that the Collateral Agent has control of Collateral, if any, consisting of deposit accounts, as provided in Section 9-104 of the UCC, control of the Account Collateral as provided in Sections 8-106 and 9-106 of the UCC, and control of Payment Collateral consisting of electronic chattel paper as provided Investment Property, Deposit Accounts, Letter of Credit Rights and Electronic Chattel Paper. Pledge and Security Agreement The authorization contained in this Section 9-105 of 4.11 shall be irrevocable and continuing until the UCC; and (D) deliver to the Collateral Agent evidence that all other action that the Collateral Agent may reasonably request as necessary or desirable to perfect and preserve Transaction Liens has been taken. (b) Termination Date. Each Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statementsagrees that a carbon, and amendments thereto, including one or more financing statements indicating that such financing statements cover all right, title and interest of such Grantor in and to the Collateral, in each case without the signature of such Grantor. The Collateral Agent shall provide a copy of each such financing statement to each Grantor. A photocopy photographic or other reproduction of this Security Agreement or any UCC financing statement covering the Collateral or any part thereof shall be sufficient as a UCC financing statement where permitted by lawLegal Requirement. Each Grantor ratifies its authorization for hereby authorizes the Collateral Agent to have filed 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 financing statements, continuation statements or amendments filed prior to wording may be broader in scope than the date hereofCollateral described in this Security Agreement.

Further Assurances, etc. (a) Each Grantor agrees that from time to timeThe Borrower will, and will cause Parent and each of its subsidiaries to, at the expense of such Grantorthe Borrower, such Grantor will promptly domake, execute, endorse, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, pledge agreements, collateral assignments, account control agreements, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments as file and/or deliver to the Collateral Agent or the Depository Bank may reasonably require from time to time in order such schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports, and other assurances or instruments and take such further steps relating to (i) carry out more effectively the purposes Collateral covered by any of the Security Documents with respect to the Collateral, (ii) to the fullest extent permitted by Applicable Law, subject its right, title and interest in and to the Collateral to the Transaction Liens, (iii) perfect and maintain the validity and effectiveness of the Security Documents and the validity, effectiveness and priority of the Transaction Liens and (iv) assure, grant, collaterally assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter stated to be granted to the Secured Parties in respect of the Collateral under any Security Document or under any other instrument executed in connection with any Security Document to which it is a party. Without limiting the generality of the foregoing, each Grantor will promptly with respect to Collateral of such Grantor: (A) execute or authenticate 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 Collateral Agent may reasonably requestrequire and as are generally consistent with the terms of this Agreement and the Security Documents. Furthermore, in order to perfect the Borrower will, and preserve will cause the Transaction Liens; (B) other Credit Parties to, deliver and pledge to the Collateral Agent for benefit such opinions of counsel and other related documents as may be reasonably requested by the Administrative Agent to assure compliance with this Section 5.09. (b) The Borrower agrees that each action required by clause (a) of this Section 5.09 shall be completed as soon as reasonably practical, but in no event later than 30 days (or such greater number of days as the Collateral Agent may agree) after such action is requested to be taken by the Collateral Agent, Administrative Agent or the Required Lenders. (c) If, following a change in the relevant sections of the Secured Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, the Borrower does not within 30 days after a request from the Administrative Agent or the Required Lenders deliver evidence, in form and substance reasonably satisfactory to the Administrative Agent (which evidence may be in the form of an opinion of counsel), with respect to any Foreign Subsidiary of the Parent which has not already had all of its stock pledged pursuant to the Pledge Agreements that (i) a pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote and (ii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiary Guaranty, in any such case could reasonably be expected to cause (I) any undistributed earnings of such Foreign Subsidiary or its parent as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s direct or indirect United States parent for Federal income tax purposes or (II) other Federal income tax consequences to the Credit Parties certificates representing Security Collateral having an adverse financial consequence to any Credit Party in any material respect, then in the case of a failure to deliver the evidence described in clause (i) above, that constitutes certificated securities, accompanied by undated portion of such Foreign Subsidiary’s outstanding capital stock powers indorsed in blank, and deliver and pledge not theretofore pledged pursuant to the Pledge Agreements shall be promptly pledged to the Collateral Agent for the benefit of the Secured Parties all tangible chattel paper and all instruments constituting Collateral, together with duly indorsed instruments of transfer Creditors pursuant to the Pledge Agreements (or assignment another pledge agreement in blank; (C) take all action necessary to ensure that the Collateral Agent has control of Collateralsubstantially similar form, if anyneeded), consisting and in the case of deposit accountsa failure to deliver the evidence described in clause (ii) above such Foreign Subsidiary shall promptly execute and deliver the Subsidiary Guaranty (or another guaranty in substantially similar form, as provided in Section 9-104 if needed), guaranteeing the obligations of the UCC, control of Borrower under the Account Collateral as provided in Sections 8-106 Credit Documents and 9-106 of the UCC, and control of Payment Collateral consisting of electronic chattel paper as provided in Section 9-105 of the UCC; and (D) deliver to the Collateral Agent evidence that all other action that the Collateral Agent may reasonably request as necessary or desirable to perfect and preserve Transaction Liens has been taken. (b) Each Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, including one or more financing statements indicating that such financing statements cover all right, title and interest of such Grantor in and to the Collateralunder any Swap Agreement entered into with a Secured Creditor, in each case without to the signature extent that the entering into of such Grantor. The Collateral Agent shall provide a copy of each such financing statement to each Grantor. A photocopy or other reproduction of this Pledge Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where Subsidiary Guaranty is permitted by law. Each Grantor ratifies its authorization for the Collateral Agent laws of the respective foreign jurisdiction and with all documents delivered pursuant to have filed such financing statements, continuation statements or amendments filed prior this Section 5.09(c) to be in form and substance reasonably satisfactory to the date hereofAdministrative Agent.

Further Assurances, etc. (a) Each Grantor agrees that from time to timeThe Borrower will, and will cause each of its Restricted Subsidiaries to, at the expense of such Grantorthe Borrower, such Grantor will promptly domake, execute, endorse, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, pledge agreements, collateral assignments, account control agreements, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments as file and/or use commercially reasonable efforts to deliver to the Collateral Agent or the Depository Bank may reasonably require from time to time in order such schedules, confirmatory assignments, financing statements, transfer endorsements, certificates, reports, landlord waivers, flood zone determinations, flood insurance and related borrower notices, and other assurances or instruments and take such further steps relating to (i) carry out more effectively the purposes Collateral covered by any of the Security Documents with respect to the Collateral, (ii) to the fullest extent permitted by Applicable Law, subject its right, title and interest in and to the Collateral to the Transaction Liens, (iii) perfect and maintain the validity and effectiveness of the Security Documents and the validity, effectiveness and priority of the Transaction Liens and (iv) assure, grant, collaterally assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter stated to be granted to the Secured Parties in respect of the Collateral under any Security Document or under any other instrument executed in connection with any Security Document to which it is a party. Without limiting the generality of the foregoing, each Grantor will promptly with respect to Collateral of such Grantor: (A) execute or authenticate 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 Collateral Agent may reasonably requestrequire and as are generally consistent with the terms of this Agreement and the Security Documents and are necessary to effectuate the intent of said agreements. (b) The Borrower agrees that each action required by clause (a) of this Section 5.10 shall be completed as soon as possible, but in no event later than 60 days after such action is requested to be taken by the Administrative Agent or the Required Lenders (or, if the Borrower is diligently pursuing such action, such longer period of time as the Administrative Agent may reasonably specify); provided that in no event will the Borrower or any of its Restricted Subsidiaries be required to take any action, other than using its commercially reasonable best efforts, to obtain consents from third parties with respect to its compliance with this Section 5.10. (c) If, following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, the Borrower does not within 30 days after a request from the Administrative Agent or the Required Lenders deliver evidence, in order to perfect form and preserve the Transaction Liens; (B) deliver and pledge substance reasonably satisfactory to the Collateral Administrative Agent for benefit (which evidence may be in the form of an opinion of counsel), with respect to any Foreign Subsidiary of the Secured Borrower which has not already had all of its stock pledged pursuant to the US Pledge Agreement that (i) a pledge of 65% or more of the total combined voting power of all classes of Equity Interests of such Foreign Subsidiary entitled to vote and (ii) the entering into by such Foreign Subsidiary of a guarantee in substantially the form of the Subsidiary Guaranty, in any such case could reasonably be expected to cause (I) any undistributed earnings of such Foreign Subsidiary as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent for Federal income tax purposes or (II) other Federal income tax consequences to the Credit Parties certificates representing Security Collateral having an adverse financial consequence to any Credit Party in any material respect, then in the case of a failure to deliver the evidence described in clause (i) above, that constitutes certificated securities, accompanied by undated stock powers indorsed in blank, and deliver and pledge portion of such Foreign Subsidiary’s outstanding Equity Interests not theretofore pledged pursuant to the US Pledge Agreement shall be promptly pledged to the Collateral Agent for the benefit of the Secured Parties all tangible chattel paper and all instruments constituting Collateral, together with duly indorsed instruments of transfer Creditors pursuant to the US Pledge Agreement (or assignment another pledge agreement in blank; (C) take all action necessary to ensure that the Collateral Agent has control of Collateralsubstantially similar form, if anyneeded), consisting and in the case of deposit accountsa failure to deliver the evidence described in clause (ii) above such Foreign Subsidiary shall promptly execute and deliver the Subsidiary Guaranty (or another guarantee in substantially similar form, as provided in Section 9-104 if needed), guaranteeing the obligations of the UCC, control of Borrower under the Account Collateral as provided in Sections 8-106 Credit Documents and 9-106 of the UCC, and control of Payment Collateral consisting of electronic chattel paper as provided in Section 9-105 of the UCC; and (D) deliver to the Collateral Agent evidence that all other action that the Collateral Agent may reasonably request as necessary or desirable to perfect and preserve Transaction Liens has been taken. (b) Each Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, including one or more financing statements indicating that such financing statements cover all right, title and interest of such Grantor in and to the Collateralunder any Swap Agreement entered into with a Secured Creditor, in each case without to the signature extent that the entering into of such Grantorthe US Pledge Agreement or Subsidiary Guaranty is permitted by the laws of the respective foreign jurisdiction and with all documents delivered pursuant to this Section 5.10(c) to be in form and substance reasonably satisfactory to the Administrative Agent. The Collateral Notwithstanding the foregoing, (i) the Administrative Agent shall provide not take a copy security interest in those assets as to which the Administrative Agent shall determine, in its reasonable discretion, that the cost of each obtaining such financing statement to each Grantor. A photocopy Lien (including any mortgage, stamp, intangibles or other reproduction tax, title insurance or similar items) is excessive in relation to the benefit to the Lenders of this Agreement or any financing statement covering the Collateral or any part thereof security afforded thereby and (ii) no Foreign Subsidiary shall be sufficient as a financing statement where permitted by law. Each Grantor ratifies its authorization for required to guarantee the Collateral Agent to have filed such financing statements, continuation statements Obligations or amendments filed prior provide collateral therefor to the date hereofextent such guarantee or collateral could reasonably be expected to result in personal liability to its directors or is otherwise prohibited by applicable law.

Further Assurances, etc. (a) Each Grantor agrees that from time to timeThe Borrower will, and will cause each of its Subsidiaries to, at the expense of such Grantorthe Borrower, such Grantor will promptly domake, execute, endorse, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, pledge agreements, collateral assignments, account control agreements, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments as file and/or deliver to the Collateral Agent or the Depository Bank may reasonably require from time to time in order such schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports, and other assurances or instruments and take such further steps relating to (i) carry out more effectively the purposes Collateral covered by any of the Security Documents with respect to the Collateral, (ii) to the fullest extent permitted by Applicable Law, subject its right, title and interest in and to the Collateral to the Transaction Liens, (iii) perfect and maintain the validity and effectiveness of the Security Documents and the validity, effectiveness and priority of the Transaction Liens and (iv) assure, grant, collaterally assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter stated to be granted to the Secured Parties in respect of the Collateral under any Security Document or under any other instrument executed in connection with any Security Document to which it is a party. Without limiting the generality of the foregoing, each Grantor will promptly with respect to Collateral of such Grantor: (A) execute or authenticate 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 Collateral Agent may reasonably requestrequire and as are generally consistent with the terms of this Agreement and the Security Documents. Furthermore, in order to perfect the Borrower will, and preserve the Transaction Liens; (B) will cause its Subsidiaries to, deliver and pledge to the Collateral Agent for benefit such opinions of counsel and other related documents as may be reasonably requested by the Administrative Agent to assure compliance with this Section 5.09. (b) The Borrower agrees that each action required by clause (a) of this Section 5.09 shall be completed as soon as reasonably practical, but in no event later than 30 days (or such greater number of days as the Collateral Agent may agree) after such action is requested to be taken by the Collateral Agent, the Administrative Agent or the Required Lenders. (c) If, following a change in the relevant sections of the Secured Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, the Borrower does not within 30 days after a request from the Administrative Agent or the Required Lenders deliver evidence, in form and substance reasonably satisfactory to the Administrative Agent (which evidence may be in the form of an opinion of counsel), with respect to any Foreign Subsidiary of the Borrower which has not already had all of its stock pledged pursuant to the Pledge Agreements that (i) a pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote and (ii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiary Guaranty, in any such case could reasonably be expected to cause (I) any undistributed earnings of such Foreign Subsidiary or its parent as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s direct or indirect United States parent for Federal income tax purposes or (II) other Federal income tax consequences to the Credit Parties certificates representing Security Collateral having an adverse financial consequence to any Credit Party in any material respect, then in the case of a failure to deliver the evidence described in clause (i) above, that constitutes certificated securities, accompanied by undated portion of such Foreign Subsidiary’s outstanding capital stock powers indorsed in blank, and deliver and pledge not theretofore pledged pursuant to the Pledge Agreements shall be promptly pledged to the Collateral Agent for the benefit of the Secured Parties all tangible chattel paper and all instruments constituting Collateral, together with duly indorsed instruments of transfer Creditors pursuant to the Pledge Agreements (or assignment another pledge agreement in blank; (C) take all action necessary to ensure that the Collateral Agent has control of Collateralsubstantially similar form, if anyneeded), consisting and in the case of deposit accountsa failure to deliver the evidence described in clause (ii) above such Foreign Subsidiary shall promptly execute and deliver the Subsidiary Guaranty (or another guaranty in substantially similar form, as provided in Section 9-104 if needed), guaranteeing the obligations of the UCC, control of Borrower under the Account Collateral as provided in Sections 8-106 Credit Documents and 9-106 of the UCC, and control of Payment Collateral consisting of electronic chattel paper as provided in Section 9-105 of the UCC; and (D) deliver to the Collateral Agent evidence that all other action that the Collateral Agent may reasonably request as necessary or desirable to perfect and preserve Transaction Liens has been taken. (b) Each Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, including one or more financing statements indicating that such financing statements cover all right, title and interest of such Grantor in and to the Collateralunder any Swap Agreement entered into with a Secured Creditor, in each case without to the signature extent that the entering into of such Grantor. The Collateral Agent shall provide a copy of each such financing statement to each Grantor. A photocopy or other reproduction of this Pledge Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where Subsidiary Guaranty is permitted by law. Each Grantor ratifies its authorization for the Collateral Agent laws of the respective foreign jurisdiction and with all documents delivered pursuant to have filed such financing statements, continuation statements or amendments filed prior this Section 5.09(c) to be in form and substance reasonably satisfactory to the date hereofAdministrative Agent.

Further Assurances, etc. (a) Each Grantor The Pledgor agrees that from time to timeit will, at the expense of such Grantor, such Grantor will promptly do, execute, acknowledge, deliver, record, re-record, file, re-file, register any time and re-register any and all such further acts, pledge agreements, collateral assignments, account control agreements, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments as the Collateral Agent or the Depository Bank may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Security Documents with respect to the Collateraland at its own expense, (ii) to the fullest extent permitted by Applicable Law, subject its right, title and interest in and to the Collateral to the Transaction Liens, (iii) perfect file and maintain the validity and effectiveness of the Security Documents and the validity, effectiveness and priority of the Transaction Liens and (iv) assure, grant, collaterally assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter stated to be granted to the Secured Parties in respect of the Collateral effect under any Security Document or under any other instrument executed in connection with any Security Document to which it is a party. Without limiting the generality of the foregoing, each Grantor will promptly with respect to Collateral of such Grantor: (A) execute or authenticate and file applicable Uniform Commercial Code such financing or continuation statements, or amendments thereto, continuation statements and such other documents and instruments or notices, as may be necessary or desirable, or as the Collateral Agent may reasonably request, deem necessary or advisable in order to perfect and preserve the Transaction Liens; (B) deliver and pledge to Agent's security interest in the Collateral Agent for benefit of the Secured Parties certificates representing Security Collateral that constitutes certificated securities, accompanied by undated stock powers indorsed in blankgranted or purported to be granted hereby, and deliver agrees to do such further acts and pledge things and to the Collateral Agent for the benefit of the Secured Parties all tangible chattel paper execute and all instruments constituting Collateral, together with duly indorsed instruments of transfer or assignment in blank; (C) take all action necessary to ensure that the Collateral Agent has control of Collateral, if any, consisting of deposit accounts, as provided in Section 9-104 of the UCC, control of the Account Collateral as provided in Sections 8-106 and 9-106 of the UCC, and control of Payment Collateral consisting of electronic chattel paper as provided in Section 9-105 of the UCC; and (D) deliver to the Collateral Agent evidence that all other action that such additional conveyances, assignments, proxies, agreements and instruments as the Collateral Agent may reasonably request as deem necessary or desirable advisable to perfect carry out the purposes of this Agreement or to further assure and preserve Transaction Liens has been takenconfirm unto the Agent its rights, powers and remedies hereunder, including, without limitation, to use its best efforts to obtain any approvals and consents of Governmental Authorities that may be necessary in order to permit the Agent to exercise any of its rights and remedies hereunder. (b) Each Grantor The Pledgor hereby authorizes irrevocably appoints the Agent its lawful attorney-in-fact, with full authority in the place and stead of the Pledgor and in the name of the Pledgor, the Agent or otherwise, and with full power of substitution in the premises (which power of attorney, being coupled with an interest, is irrevocable for so long as this Agreement shall be in effect), from time to time in the Agent's reasonable discretion to take any action and to execute any instruments that the Agent may deem necessary or advisable to accomplish the purpose of this Agreement, including, without limitation: (i) to sign the name of the Pledgor on any financing statement, notice or other similar document that, in the Agent's opinion, should be made or filed in order to perfect or continue perfected the security interest granted under this Agreement; (ii) after the occurrence and during the continuance of an Event of Default, to ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (iii) after the occurrence and during the continuance of an Event of Default, to receive, endorse and collect any checks, drafts, instruments and other orders for the payment of money made payable to the Pledgor representing any interest, dividend, distribution or other amount payable in respect of any of the Collateral Agent and to give full discharge for the same; and (iv) after the occurrence and during the continuance of an Event of Default, to file one any claims or more financing take any action or continuation statements, institute any proceedings that the Agent may deem necessary or advisable for the collection of any of the Collateral or otherwise to enforce the rights of the Agent with respect to any of the Collateral. (c) The Pledgor agrees that it will warrant and amendments thereto, including one or more financing statements indicating that such financing statements cover all defend the right, title and interest of such Grantor the Secured Parties in and to the Collateral, Collateral against the claims and demands of all other Persons. (d) If the Pledgor fails to perform any covenant or agreement contained in each case without the signature of such Grantor. The Collateral Agent shall provide a copy of each such financing statement to each Grantor. A photocopy or other reproduction of this Agreement after written request to do so by the Agent (provided that no such request shall be necessary at any time after the occurrence and during the continuance of an Event of Default), the Agent may itself perform, or cause the performance of, such covenant or agreement and may take any financing statement covering other action that it deems necessary and appropriate for the maintenance and preservation of the Collateral or any part thereof its security interest therein, and the reasonable expenses so incurred in connection therewith shall be sufficient as a financing statement where permitted payable by law. Each Grantor ratifies its authorization for the Collateral Agent to have filed such financing statements, continuation statements or amendments filed prior to the date hereofPledgor under Section 10.

Further Assurances, etc. (a) Each Grantor agrees that from time shall warrant and defend the right and title herein granted unto the Administrative Agent in and 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 Collateral (and all such further acts, pledge agreements, collateral assignments, account control agreements, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments as the Collateral Agent or the Depository Bank may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Security Documents with respect to the Collateral, (ii) to the fullest extent permitted by Applicable Law, subject its 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 (or authorize the Administrative Agent to duly execute and deliver) all further instruments and documents, and take all further action, that may be reasonably necessary or that the Administrative Agent may reasonably request, in order to perfect, preserve and to the Collateral to the Transaction Liens, (iii) perfect and maintain the validity and effectiveness of the Security Documents and the validity, effectiveness and priority of the Transaction Liens and (iv) assure, grant, collaterally assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights any security interest granted or now or hereafter stated purported to be granted hereby or to enable the Administrative Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral subject to the Secured Parties in terms hereof. Each Grantor agrees that, upon the acquisition after the date hereof by such Grantor of any Collateral (other than Excluded Perfection Collateral), with respect of the Collateral under any Security Document or under any other instrument executed in connection with any Security Document to which it the security interest granted hereunder is a partynot perfected automatically upon such acquisition, to take such actions with respect to such Collateral or any part thereof as required by the Loan Documents. Without limiting the generality of the foregoing, each Grantor will will: (a) from time to time upon the request of the Administrative Agent, promptly deliver to the Administrative Agent such stock powers, instruments and similar documents, reasonably satisfactory in form and substance to the Administrative Agent, with respect to such Collateral as the Administrative Agent may reasonably request and will, from time to time upon the reasonable request of the Administrative Agent, after the occurrence and during the continuance of any Event of Default, promptly transfer any securities constituting Collateral into the name of any nominee designated by the Administrative Agent; if any Collateral shall be evidenced by an Instrument, negotiable Document, promissory note or tangible Chattel Paper, deliver and pledge to the Administrative Agent hereunder such Instrument, negotiable Document, promissory note, Pledged Note or tangible Chattel Paper duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Administrative Agent; (b) file (and hereby authorize the Administrative Agent to file after delivery of a copy thereof to such Grantor: (A) execute or authenticate and file such financing filing statements or continuation statements, or amendments thereto, and such other instruments or noticesnotices (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 desirable, or as that the Collateral Administrative Agent may reasonably request, request in order to perfect and preserve the Transaction Liens; (B) deliver security interests and pledge other rights granted or purported to be granted to the Collateral Administrative Agent for benefit hereby. (c) [Reserved]; (d) 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 Secured Parties certificates representing Security Collateral that constitutes certificated securities, accompanied by undated stock powers indorsed in blank, and deliver and pledge to the Collateral Agent for the benefit maker of the Secured Parties all tangible chattel paper and all instruments any Payment Intangible or other Instrument constituting Collateral, together with duly indorsed instruments of transfer or assignment in blank; (C) take all action necessary to ensure that the Collateral Agent has control of Collateral, if any, consisting of deposit accounts, except as provided in Section 9-104 4.4; (e) not create any tangible Chattel Paper in excess of $250,000 individually or $1,000,000 in the UCCaggregate without placing a legend on such tangible Chattel Paper reasonably acceptable to the Administrative Agent indicating that the Administrative Agent has a security interest in such Chattel Paper; (f) furnish to the Administrative Agent, control of from time to time at the Account Administrative Agent’s reasonable request, statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as provided the Administrative Agent may reasonably request, all in Sections 8-106 detail reasonably satisfactory to the Administrative Agent; and (g) do all things reasonably requested by the Administrative Agent in accordance with this Security Agreement in order to enable the Administrative Agent to have and 9-106 of maintain control over the UCC, and control of Payment Collateral consisting of electronic chattel paper as provided Investment Property, Deposit Accounts, Letter of Credit Rights and Electronic Chattel Paper. The authorization contained in this Section 9-105 of 4.13 shall be irrevocable and continuing until the UCC; and (D) deliver to the Collateral Agent evidence that all other action that the Collateral Agent may reasonably request as necessary or desirable to perfect and preserve Transaction Liens has been taken. (b) Termination Date. Each Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statementsagrees that a carbon, and amendments thereto, including one or more financing statements indicating that such financing statements cover all right, title and interest of such Grantor in and to the Collateral, in each case without the signature of such Grantor. The Collateral Agent shall provide a copy of each such financing statement to each Grantor. A photocopy photographic or other reproduction of this Security Agreement or any UCC financing statement covering the Collateral or any part thereof shall be sufficient as a UCC financing statement where permitted by lawLegal Requirement. Each Grantor ratifies its authorization for hereby authorizes the Administrative Agent to file financing statements describing as the Collateral Agent covered thereby “all of the debtor’s personal property or assets” or words to have filed that effect, notwithstanding that such financing statements, continuation statements or amendments filed prior to wording may be broader in scope than the date hereofCollateral described in this Security Agreement.

Further Assurances, etc. (a) Each Grantor agrees that from time shall warrant and defend the right and title herein granted unto the Administrative Agent in and 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 Collateral (and all such further acts, pledge agreements, collateral assignments, account control agreements, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments as the Collateral Agent or the Depository Bank may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Security Documents with respect to the Collateral, (ii) to the fullest extent permitted by Applicable Law, subject its right, title and interest represented by the Collateral) against the claims and demands of all Persons whomsoever, other than any holder of a Permitted Lien. 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 reasonably necessary or that the Administrative Agent may reasonably request, in order to perfect, preserve and to the Collateral to the Transaction Liens, (iii) perfect and maintain the validity and effectiveness of the Security Documents and the validity, effectiveness and priority of the Transaction Liens and (iv) assure, grant, collaterally assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights any security interest granted or now or hereafter stated purported to be granted hereby or to enable the Secured Parties in respect of the Collateral under any Security Document or under any other instrument executed in connection with any Security Document Administrative Agent to which it is a party. Without limiting the generality of the foregoing, each Grantor will promptly exercise and enforce its rights and remedies hereunder with respect to any Collateral (other than, as to perfection, Excluded Perfection 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 Grantor: acquisition, to take such actions with respect to such Collateral (Aother than, as to perfection, Excluded Perfection Collateral) execute or authenticate any part thereof as required by the Credit Documents. Each Grantor will file (and file hereby authorizes the Administrative Agent to file) such financing filing statements or continuation statements, or amendments thereto, and such other instruments or noticesnotices (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 desirable, or as that the Collateral Administrative Agent may reasonably request, request in order to perfect and preserve the Transaction Liens; (B) deliver security interests and pledge other rights granted or purported to be granted to the Collateral Administrative Agent for benefit of hereby. The authorization contained above shall be irrevocable and continuing until the Secured Parties certificates representing Security Collateral that constitutes certificated securities, accompanied by undated stock powers indorsed in blank, and deliver and pledge to the Collateral Agent for the benefit of the Secured Parties all tangible chattel paper and all instruments constituting Collateral, together with duly indorsed instruments of transfer or assignment in blank; (C) take all action necessary to ensure that the Collateral Agent has control of Collateral, if any, consisting of deposit accounts, as provided in Section 9-104 of the UCC, control of the Account Collateral as provided in Sections 8-106 and 9-106 of the UCC, and control of Payment Collateral consisting of electronic chattel paper as provided in Section 9-105 of the UCC; and (D) deliver to the Collateral Agent evidence that all other action that the Collateral Agent may reasonably request as necessary or desirable to perfect and preserve Transaction Liens has been taken. (b) Termination Date. Each Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statementsagrees that a carbon, and amendments thereto, including one or more financing statements indicating that such financing statements cover all right, title and interest of such Grantor in and to the Collateral, in each case without the signature of such Grantor. The Collateral Agent shall provide a copy of each such financing statement to each Grantor. A photocopy photographic or other reproduction of this Security Agreement or any UCC financing statement or PPSA financing statement covering the Collateral or any part thereof shall be sufficient as a UCC financing statement or PPSA financing statement where permitted by law. Each Grantor ratifies its authorization for 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 Agent to have filed such financing statements, continuation statements or amendments filed prior to the date hereofdescribed in this Security Agreement.

Further Assurances, etc. (a) Each Grantor agrees that At any time and from time to time, at the cost and expense of such Grantorthe Pledgor, such Grantor will the Pledgor shall promptly doexecute and deliver all further instruments and documents, executeand take all further action, acknowledgethat may be reasonably necessary in order to perfect and protect the First Priority Security Interest granted hereby or to enable the Pledgee to exercise and enforce its rights and remedies hereunder with respect to any of the Collateral. Without limiting the foregoing, deliverthe Pledgor hereby authorizes the Pledgee to, recordand agrees promptly to execute and deliver all documents necessary to enable the Pledgee to, re-record, file, re-file, register and re-register any and make all such further acts, pledge agreements, collateral assignments, account control agreements, financing statements and continuations thereof, termination statements, notices filings in respect of assignment, transfers, certificates, assurances and other instruments as the Collateral Agent or the Depository Bank may reasonably require that may, from time to time in order to (i) carry out more effectively time, be necessary or appropriate, or that the purposes Pledgee may reasonably request, including, without limitation, all necessary UCC financing statements. In furtherance of the Security Documents foregoing, the Pledgor hereby irrevocably appoints the Pledgee as the Pledgor’s attorney-in-fact and proxy, with respect full authority in the place and stead of the Pledgor and in the name of the Pledgor or otherwise, from time to time, so long as an Event of Default has occurred and is continuing, in the Pledgee’s discretion exercised reasonably, to take any action and to execute any instrument which the Pledgee may deem necessary or advisable to perform any obligations of the Pledgor under this Pledge Agreement, including, without limitation, to receive, indorse and collect all instruments made payable to the CollateralPledgor representing any dividend, (iiinterest payment or other distribution in respect of any of the Collateral and to give full discharge for the same; provided, however, that so long as no Event of Default has occurred and is continuing, nothing contained in this Section 6(a) to shall impair, restrict or preclude the fullest extent permitted by Applicable Law, subject Pledgor from exercising its right, title and interest rights in and to the Collateral in accordance with the terms and conditions contained herein. (b) The Pledgor agrees to defend the title to the Transaction Liens, (iii) perfect Collateral and maintain the validity and effectiveness Security Interest of the Pledgee against the claims of any other Person and to maintain and preserve the Security Documents and the validity, effectiveness and priority Interest of the Transaction Liens Pledgee. (c) Unless an Event of Default has occurred and (iv) assureis continuing, grant, collaterally assign, transfer, preserve, protect and confirm more effectively unto so long as the Secured Parties exercise of the rights granted or now or hereafter stated referred to be granted to in this Section 6(c) by the Secured Parties in respect Pledgor does not create an Event of Default, the Pledgee, at the cost and expense of the Collateral under any Security Document or under any other instrument executed in connection with any Security Document to which it is a party. Without limiting the generality of the foregoingPledgor, each Grantor will shall promptly with respect to Collateral of such Grantor: (A) execute or authenticate and file such financing or continuation statements, or amendments theretodeliver all instruments and documents, and such other instruments or noticestake all further action, as that may be necessary or desirablerequired, or as that the Collateral Agent Pledgor may reasonably request, in order to perfect enable the Pledgor to exercise and preserve enforce its rights hereunder with respect to any of the Transaction Liens; (B) Collateral. If the Pledgee receives any cash or other property in which the Pledgor has any right, title or interest that is not Collateral, the Pledgee shall promptly deliver and pledge such cash or other property to the Collateral Agent Pledgor in the same form received and, if necessary for benefit of the Secured Parties certificates representing Security Collateral that constitutes certificated securitieseffective transfer, accompanied by undated stock powers indorsed in blank, and deliver and pledge to the Collateral Agent for the benefit of the Secured Parties all tangible chattel paper and all instruments constituting Collateral, together with duly indorsed executed instruments of transfer or assignment in blank; (C) take , all action necessary to ensure that the Collateral Agent has control of Collateral, if any, consisting of deposit accounts, as provided in Section 9-104 of the UCC, control of the Account Collateral as provided in Sections 8-106 form and 9-106 of the UCC, and control of Payment Collateral consisting of electronic chattel paper as provided in Section 9-105 of the UCC; and (D) deliver substance reasonably satisfactory to the Collateral Agent evidence that all other action that the Collateral Agent may reasonably request as necessary or desirable to perfect and preserve Transaction Liens has been takenPledgor. (b) Each Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, including one or more financing statements indicating that such financing statements cover all right, title and interest of such Grantor in and to the Collateral, in each case without the signature of such Grantor. The Collateral Agent shall provide a copy of each such financing statement to each Grantor. A photocopy 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. Each Grantor ratifies its authorization for the Collateral Agent to have filed such financing statements, continuation statements or amendments filed prior to the date hereof.

Further Assurances, etc. (a) Each The Grantor agrees that from time to time, at the expense of such the Grantor, such the 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, collateral mortgages, deeds of trust, trust deeds, assignments, account control agreements, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments as the Collateral any Agent or any other Secured Party through the Depository Bank Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Security Documents with respect to the CollateralFinancing Documents, (ii) to the fullest extent permitted by Applicable Law, subject its rightproperties, title and interest in and assets, rights or interests (other than Excluded Assets) to the Liens now or hereafter intended to be covered by any of the Collateral to the Transaction LiensDocuments, (iii) perfect and maintain the validity and effectiveness of the Security Documents and the validity, effectiveness and priority of any of the Transaction Collateral Documents and any of the Liens intended to be created thereunder and (iv) assure, convey, grant, collaterally assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter stated intended to be granted to the Secured Parties in respect of the Collateral under any Security Financing Document or under any other instrument executed in connection with any Security Financing Document to which it is a party. Without limiting the generality of the foregoing, each the Grantor will promptly with respect to Collateral of such Grantorthe Collateral: (A) if an Event of Default has occurred and is continuing, xxxx conspicuously each document included in Inventory, each chattel paper in excess of $500,000 included in Receivables, each Related Contract, each Assigned Agreement and each of its records pertaining to such Collateral with a legend, in form and substance satisfactory to the Administrative Agent, indicating that such document, chattel paper, Related Contract, Assigned Agreement or Collateral is subject to the security interest granted hereby; (B) if any such Collateral shall be evidenced by a promissory note or other instrument or chattel paper, deliver and pledge to the Collateral Agent hereunder such note or instrument or chattel paper duly indorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Administrative Agent; provided that instruments evidencing Pledged Debt need not be delivered until and unless an Event of Default has occurred and is continuing; (C) execute or authenticate 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 Collateral Administrative Agent may reasonably request, in order to perfect and preserve the Transaction Lienssecurity interest granted or purported to be granted by the Grantor hereunder; (BD) 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 indorsed in blank, and deliver and pledge to the Collateral Agent for the benefit of the Secured Parties all tangible chattel paper and all instruments constituting Collateral, together with duly indorsed instruments of transfer or assignment executed in blank; (CE) take all action necessary to ensure that the Collateral Agent has control of Collateral, if any, Collateral consisting of deposit accounts, as provided in Section 9investment property and letter-104 of the UCC, control of the Account Collateral of-credit rights as provided in Sections 89-104, 9-106 and 9-106 107 of the UCCUCC and, and control at the request of Payment Collateral consisting of the Administrative Agent, electronic chattel paper and transferable records as provided in Section 9-105 of the UCC and in Section 16 of UETA; (F) if an Event of Default has occurred and is continuing, take all action to ensure that the Collateral Agent's security interest is noted on any certificate of ownership related to any Collateral evidenced by a certificate of ownership; (G) if an Event of Default has occurred and is continuing, cause the Collateral Agent to be the beneficiary under all letters of credit that constitute Collateral, with the exclusive right to make all draws under such letters of credit, and with all rights of a transferee under Section 5-114(e) of the UCC; and (DH) deliver to the Collateral Agent evidence that all other action that the Collateral Administrative Agent may deem reasonably request as necessary or desirable to perfect and preserve Transaction Liens protect the security interest created by the Grantor under this Agreement has been taken. (b) Each The Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, including one or more financing statements indicating that such financing statements cover all right, title and interest assets or all personal property (or words of such Grantor in and to similar effect) of the CollateralGrantor, in each case without the signature of such the Grantor. The Collateral Agent shall provide a copy , and regardless of each whether any particular asset described in such financing statement to each Grantorstatements falls within the scope of the UCC or the granting clause of this Agreement. A photocopy 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. Each The Grantor ratifies its authorization for the Collateral Agent to have filed such financing statements, continuation statements or amendments filed prior to the date hereof.

Further Assurances, etc. (a) Each The Grantor agrees that that, from time to time, at the expense of such the Grantor, such the Grantor will and will cause Calpine Gilroy to promptly doexecute and deliver all further instruments and documents, executeand take all further action, acknowledgethat may be necessary or desirable, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, pledge agreements, collateral assignments, account control agreements, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments as or that the Collateral Agent or the Depository Bank may reasonably require from time to time request, in order to (i) carry out more effectively perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the purposes of the Security Documents Agent to exercise and enforce its rights and remedies hereunder with respect to the any Collateral, (ii) to the fullest extent permitted by Applicable Law, subject its right, title and interest in and to the Collateral to the Transaction Liens, (iii) perfect and maintain the validity and effectiveness of the Security Documents and the validity, effectiveness and priority of the Transaction Liens and (iv) assure, grant, collaterally assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter stated to be granted to the Secured Parties in respect of the Collateral under any Security Document or under any other instrument executed in connection with any Security Document to which it is a party. Without limiting the generality of the foregoing, each the Grantor will promptly with respect and will cause Calpine Gilroy to (a) if any Collateral shall be evidenced by a promissory note or other instrument, negotiable document or chattel paper, deliver and pledge to Collateral the Agent hereunder such promissory note or instrument, negotiable document or chattel paper duly indorsed and accompanied by duly executed instruments of such Grantor: transfer or assignment, all in form and substance reasonably satisfactory to the Agent; and (Ab) execute or authenticate 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 Collateral Agent may reasonably request, in order to perfect and preserve the Transaction Liens; (B) deliver security interests and pledge other rights granted or purported to be granted to the Collateral Agent for benefit hereby. With respect to the foregoing and the grant of the Secured Parties certificates representing Security Collateral that constitutes certificated securitiessecurity interest hereunder, accompanied by undated stock powers indorsed in blank, and deliver and pledge to the Collateral Agent for the benefit of the Secured Parties all tangible chattel paper and all instruments constituting Collateral, together with duly indorsed instruments of transfer or assignment in blank; (C) take all action necessary to ensure that the Collateral Agent has control of Collateral, if any, consisting of deposit accounts, as provided in Section 9-104 of the UCC, control of the Account Collateral as provided in Sections 8-106 and 9-106 of the UCC, and control of Payment Collateral consisting of electronic chattel paper as provided in Section 9-105 of the UCC; and (D) deliver to the Collateral Agent evidence that all other action that the Collateral Agent may reasonably request as necessary or desirable to perfect and preserve Transaction Liens has been taken. (b) Each Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, including one relative to all or more financing statements indicating that such financing statements cover all right, title and interest any part of such Grantor in and to the Collateral, in each case Collateral without the signature of such Grantor. The Collateral Agent shall provide a copy of each such financing statement to each Grantorthe Grantor where permitted by law. A photocopy carbon, photographic or other reproduction of this Assignment Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. Each Grantor ratifies its authorization for the Collateral Agent to have filed such financing statements, continuation statements or amendments filed prior to the date hereof.

Further Assurances, etc. (a) Each Grantor agrees that from time to timeThe Obligors will, and will cause each of their respective Subsidiaries to, at the expense of such Grantorthe Obligors, such Grantor will promptly domake, execute, endorse, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, pledge agreements, collateral assignments, account control agreements, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments as file and/or deliver to the Collateral Agent or the Depository Bank may reasonably require from time to time in order such schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports, and other assurances or instruments and take such further steps relating to (i) carry out more effectively the purposes Collateral covered by any of the Security Documents as the Required Holders may reasonably require to assure the creation and continuation of perfected security interests in the Collateral and as are generally consistent with respect to the Collateralterms of this Agreement and the Security Documents. Furthermore, (ii) to the fullest extent permitted by Applicable LawObligors will, subject its rightand will cause their respective Subsidiaries to, title and interest in and deliver to the Collateral Agent such opinions of counsel and other related documents as may be reasonably requested by the Required Holders to the Transaction Liens, (iii) perfect and maintain the validity and effectiveness of the Security Documents and the validity, effectiveness and priority of the Transaction Liens and (iv) assure, grant, collaterally assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter stated to be granted to the Secured Parties in respect of the Collateral under any Security Document or under any other instrument executed in connection assure compliance with any Security Document to which it is a partythis Section 10.13. Without limiting the generality of the foregoing, each Grantor will promptly with respect the Obligors shall use their best efforts to Collateral of such Grantor: (A) execute or authenticate and file such financing or continuation statements, or amendments thereto, and such other instruments or notices, as may cause to be necessary or desirable, or as the Collateral Agent may reasonably request, in order to perfect and preserve the Transaction Liens; (B) 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 powers indorsed in blank, and deliver and pledge delivered to the Collateral Agent for the benefit of the Secured Parties all tangible chattel paper and all instruments constituting Collateral, together with duly indorsed instruments of transfer or assignment in blank; Holders (Ci) take all action necessary to ensure that the Collateral Agent has control of Collateral, if any, consisting of deposit accountsa landlord waiver and/or mortgagee estoppel letter, as provided in Section 9-104 applicable, with respect to each material parcel of real property leased by any of the UCC, control Obligors or any of the Account Collateral Subsidiary Guarantors as provided and to the extent the Required Holders shall request, each in Sections 8-106 form and 9-106 of substance acceptable to the UCC, and control of Payment Collateral consisting of electronic chattel paper as provided in Section 9-105 of the UCC; Required Holders and (Dii) deliver such bailee letters with respect to Collateral held by third parties as and to the Collateral Agent evidence that all other action that extent the Collateral Agent may reasonably request as necessary or desirable Required Holders shall request, each in form and substance acceptable to perfect and preserve Transaction Liens has been takenthe Required Holders. (b) Each Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, including one or more financing statements indicating The Obligors agree that such financing statements cover all right, title and interest of such Grantor in and to the Collateral, in each case without the signature of such Grantor. The Collateral Agent shall provide a copy of each such financing statement to each Grantor. A photocopy or other reproduction action required by clause (a) of this Agreement or any financing statement covering the Collateral or any part thereof Section 10.13 shall be sufficient completed as a financing statement where permitted soon as reasonably practical, but in no event later than twenty (20) Business Days (or such greater number of days as the Required Holders may agree) after such action is requested to be taken by law. Each Grantor ratifies its authorization for the Collateral Agent to have filed such financing statements, continuation statements or amendments filed prior to the date hereofRequired Holders.”

Further Assurances, etc. (a) Each The Grantor agrees that from time to time, at the expense of such the Grantor, such the 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, collateral mortgages, deeds of trust, trust deeds, assignments, account control agreements, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments as the Collateral any Agent or any other Secured Party through the Depository Bank Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Security Documents with respect to the CollateralFinancing Documents, (ii) to the fullest extent permitted by Applicable Law, subject its rightproperties, title and interest in and assets, rights or interests (other than Excluded Assets) to the Liens now or hereafter intended to be covered by any of the Collateral to the Transaction LiensDocuments, (iii) perfect and maintain the validity and effectiveness of the Security Documents and the validity, effectiveness and priority of any of the Transaction Collateral Documents and any of the Liens intended to be created thereunder and (iv) assure, convey, grant, collaterally assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter stated intended to be granted to the Secured Parties in respect of the Collateral under any Security Financing Document or under any other instrument executed in connection with any Security Financing Document to which it is a party. Without limiting the generality of the foregoing, each the Grantor will promptly with respect to Collateral of such Grantorthe Collateral: (A) if an Event of Default has occurred and is continuing, xxxx conspicuously each document included in Inventory, each chattel paper in excess of $500,000 included in Receivables, each Related Contract, each Assigned Agreement and each of its records pertaining to such Collateral with a legend, in form and substance satisfactory to the Administrative Agent, indicating that such document, chattel paper, Related Contract, Assigned Agreement or Collateral is subject to the security interest granted hereby; (B) if any such Collateral shall be evidenced by a promissory note or other instrument or chattel paper, deliver and pledge to the Collateral Agent hereunder such note or instrument or chattel paper duly indorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Administrative Agent; provided that instruments evidencing Pledged Debt need not be delivered until and unless an Event of Default has occurred and is continuing; (C) execute or authenticate 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 Collateral Administrative Agent may reasonably request, in order to perfect and preserve the Transaction Lienssecurity interest granted or purported to be granted by the Grantor hereunder; (BD) 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 indorsed in blank, and deliver and pledge to the Collateral Agent for the benefit of the Secured Parties all tangible chattel paper and all instruments constituting Collateral, together with duly indorsed instruments of transfer or assignment executed in blank; (CE) take all action necessary to ensure that the Collateral Agent has control of Collateral, if any, Collateral consisting of deposit accounts, as provided in Section 9investment property and letter-104 of the UCC, control of the Account Collateral of-credit rights as provided in Sections 89-104, 9-106 and 9-106 107 of the UCCUCC and, and control at the request of Payment Collateral consisting of the Administrative Agent, electronic chattel paper and transferable records as provided in Section 9-105 of the UCC and in Section 16 of UETA; (F) if an Event of Default has occurred and is continuing, take all action to ensure that the Collateral Agent’s security interest is noted on any certificate of ownership related to any Collateral evidenced by a certificate of ownership; (G) if an Event of Default has occurred and is continuing, cause the Collateral Agent to be the beneficiary under all letters of credit that constitute Collateral, with the exclusive right to make all draws under such letters of credit, and with all rights of a transferee under Section 5-114(e) of the UCC; and (DH) deliver to the Collateral Agent evidence that all other action that the Collateral Administrative Agent may deem reasonably request as necessary or desirable to perfect and preserve Transaction Liens protect the security interest created by the Grantor under this Agreement has been taken. (b) Each The Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, including one or more financing statements indicating that such financing statements cover all right, title and interest assets or all personal property (or words of such Grantor in and to similar effect) of the CollateralGrantor, in each case without the signature of such the Grantor. The Collateral Agent shall provide a copy , and regardless of each whether any particular asset described in such financing statement to each Grantorstatements falls within the scope of the UCC or the granting clause of this Agreement. A photocopy 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. Each The Grantor ratifies its authorization for the Collateral Agent to have filed such financing statements, continuation statements or amendments filed prior to the date hereof.

Further Assurances, etc. (a) Each Grantor agrees that 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, collateral mortgages, deeds of trust, trust deeds, assignments, account control agreements, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments as the Collateral Agent or any Agent, the Depository Bank or any other Secured Party through its Representative Agent (in the case of a Related Creditor), may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Security Documents with respect to the CollateralFinancing Documents, (ii) to the fullest extent permitted by Applicable Law, subject it or any of its rightSubsidiaries’ properties, title and interest in and assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Collateral to the Transaction LiensDocuments, (iii) perfect and maintain the validity and effectiveness of the Security Documents and the validity, effectiveness and priority of any of the Transaction Collateral Documents and any of the Liens intended to be created thereunder (provided that, until a Facility Event of Default has occurred and is continuing, no notice of Liens thereunder to Persons other than Affiliates of the Company) and (iv) assure, convey, grant, collaterally assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter stated intended to be granted to the Secured Parties in respect of the Collateral under any Security Financing Document or under any other instrument executed in connection with any Security Financing Document to which it or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries to do so. Without limiting the generality of the foregoing, each Grantor will promptly with respect to Collateral of such Grantor: (A) at the request of the Intercreditor Agent or any Representative Agent, xxxx conspicuously each document included in Inventory, each chattel paper included in Receivables, each Related Contract, each Assigned Agreement and each of its records pertaining to such Collateral with a legend, in form and substance satisfactory to the Representative Agents, indicating that such document, chattel paper, Related Contract, Assigned Agreement or Collateral is subject to the security interest granted hereby; (B) if any such Collateral shall be evidenced by a promissory note or other instrument or chattel paper, deliver and pledge to the Collateral Agent hereunder such note or instrument or chattel paper duly indorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Representative Agents; (C) execute or authenticate 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 Collateral any Representative Agent may reasonably request, in order to perfect and preserve the Transaction Lienssecurity interest granted or purported to be granted by such Grantor hereunder; (BD) 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 indorsed in blank, and deliver and pledge to the Collateral Agent for the benefit of the Secured Parties all tangible chattel paper and all instruments constituting Collateral, together with duly indorsed instruments of transfer or assignment executed in blank; (CE) take all action necessary to ensure that the Collateral Agent has control of Collateral, if any, Collateral consisting of deposit accounts, as provided in Section 9electronic chattel paper, investment property, letter-104 of the UCC, control of the Account Collateral of-credit rights and transferable records as provided in Sections 89-104, 9-105, 9-106 and 9-106 107 of the UCCUCC and in Section 16 of UETA; (F) at the request of any Representative Agent, take all action to ensure that the Collateral Agent’s security interest is noted on any certificate of ownership related to any Collateral evidenced by a certificate of ownership; (G) at the request of any Representative Agent, cause the Collateral Agent to be the beneficiary under all letters of credit that constitute Collateral, with the exclusive right to make all draws under such letters of credit, and control with all rights of Payment Collateral consisting of electronic chattel paper as provided in a transferee under Section 95-105 114(e) of the UCC; and (DH) deliver to the Collateral Agent evidence that all other action that the Collateral any Representative Agent may deem reasonably request as necessary or desirable to perfect and preserve Transaction protect the security interest created by such Grantor under this Agreement has been taken. From time to time upon request by the Collateral Agent, each Grantor will, at such Grantor’s expense, cause to be delivered to the Collateral Agent, for the benefit of the Secured Parties, an opinion of counsel, from outside counsel reasonably satisfactory to the Collateral Agent, as to such matters relating to the transactions contemplated hereby as the Collateral Agent may reasonably request. (b) The Company shall deliver to the Collateral Agent, the Intercreditor Agent and each Representative Agent: (i) as soon as reasonably available after the end of each fiscal quarter (but in any event within 45 days thereof), a report supplementing Schedule 5.04(b), including an identification of all Material Property acquired by any Grantor during such fiscal quarter (the “Acquired Material Property”) including a list and description (including the street address, county or other relevant jurisdiction, state, record owner and book value thereof) and a description of such other changes in the information included in such Schedule as may be necessary for such Schedule to be accurate and complete in respect of such Acquired Material Property; and (ii) promptly upon the request of the Intercreditor Agent or any Representative Agent (but in any event within 75 days of such request), the following: (A) Mortgages, duly executed by the appropriate Grantor in respect of the Acquired Material Property, (B) confirmations from the title insurance company recording the Mortgages referred to in clause (A) that duly executed counterparts of such Mortgages sufficient for recording in all filing or recording offices that the Intercreditor Agent or any Representative Agent may deem necessary or desirable in order to create valid and subsisting Liens has on the property described therein in favor of the Collateral Agent for the benefit of the Secured Parties have been recorded, and evidence reasonably satisfactory to the Intercreditor Agent and the Representative Agents that all filing and recording taxes and fees have been paid; (C) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies in form and substance, with endorsements and in amounts acceptable to the Intercreditor Agent and the Representative Agents, issued by title insurers acceptable to the Intercreditor Agent and the Representative Agents, insuring the Mortgages referred to in clause (A) to be valid and subsisting Liens on the properties described therein, free and clear of all defects (including mechanics’ Liens and materialmen’s Liens) and encumbrances, excepting only Permitted Liens, and providing for such other affirmative insurance (including endorsements for future advances under the Financing Documents and for mechanics’ and materialmen’s Liens) as the Intercreditor Agent or any Representative Agent may deem necessary or desirable; (D) ALTA Surveys (for which all necessary fees (where applicable) have been paid) of the Acquired Material Property dated reasonably near the date of such delivery; (E) confirmation from the title insurance company recording the Mortgages delivered pursuant to clause (A) with respect to the validity and (subject to the exceptions and encumbrances permitted therein) the priorities of the Mortgages; and (F) evidence that all action (including payment by the Company to the title insurance company recording the Mortgages delivered pursuant to clause (A) of the amount previously notified by such title insurance company to the Company as necessary for it to record such Mortgages) that the Intercreditor Agent or any Representative Agent may deem necessary or desirable in order to perfect and protect the liens and security interests created under the Collateral Documents (other than the Other Perfection Requirements) securing all Obligations of the Company and the other Grantors under the Financing Documents have been taken. (bc) Each Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, including one or more financing statements indicating that such financing statements cover all right, title and interest assets or all personal property (or words of similar effect) of such Grantor in and to the CollateralGrantor, in each case without the signature of such Grantor. The Collateral Agent shall provide a copy , and regardless of each whether any particular asset described in such financing statement to each Grantorstatements falls within the scope of the UCC or the granting clause of this Agreement. A photocopy 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. Each Grantor ratifies its authorization for the Collateral Agent to have filed such financing statements, continuation statements or amendments filed prior to the date hereofAmendment Date. (d) The Company will furnish to the Collateral Agent, at any time upon the request of the Collateral Agent (if reasonably instructed to do so by any Representative Agent), an opinion of counsel, from outside counsel reasonably satisfactory to the Collateral Agent, to the effect that all financing or continuation statements have been filed, and all other action has been taken (including action necessary to (i) give the Collateral Agent control over the Collateral as provided in Sections 9-104, 9-105, 9-106 and 9-107 of the UCC and Section 16 of UETA and (ii) cause the security interest in any Collateral evidenced by a certificate of ownership to be noted on such certificate of ownership) to perfect continuously from the Amendment Date the security interest granted hereunder.

Further Assurances, etc. (a) Each Grantor agrees that 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, collateral mortgages, deeds of trust, trust deeds, assignments, account control agreements, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments as the Collateral Agent or any Agent, the Depository Bank or any other Secured Party through its Representative Agent (in the case of a Related Creditor), may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Security Documents with respect to the CollateralFinancing Documents, (ii) to the fullest extent permitted by Applicable Law, subject it or any of its rightSubsidiaries' properties, title and interest in and assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Collateral to the Transaction LiensDocuments, (iii) perfect and maintain the validity and effectiveness of the Security Documents and the validity, effectiveness and priority of any of the Transaction Collateral Documents and any of the Liens intended to be created thereunder (provided that, until a Facility Event of Default has occurred and is continuing, no notice of Liens thereunder to Persons other than Affiliates of the Company) and (iv) assure, convey, grant, collaterally assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter stated intended to be granted to the Secured Parties in respect of the Collateral under any Security Financing Document or under any other instrument executed in connection with any Security Financing Document to which it or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries to do so. Without limiting the generality of the foregoing, each Grantor will promptly with respect to Collateral of such Grantor: (A) at the request of the Intercreditor Agent or any Representative Agent, xxxx conspicuously each document included in Inventory, each chattel paper included in Receivables, each Related Contract, each Assigned Agreement and each of its records pertaining to such Collateral with a legend, in form and substance satisfactory to the Representative Agents, indicating that such document, chattel paper, Related Contract, Assigned Agreement or Collateral is subject to the security interest granted hereby; (B) if any such Collateral shall be evidenced by a promissory note or other instrument or chattel paper, deliver and pledge to the Collateral Agent hereunder such note or instrument or chattel paper duly indorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Representative Agents; (C) execute or authenticate 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 Collateral any Representative Agent may reasonably request, in order to perfect and preserve the Transaction Lienssecurity interest granted or purported to be granted by such Grantor hereunder; (BD) 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 indorsed in blank, and deliver and pledge to the Collateral Agent for the benefit of the Secured Parties all tangible chattel paper and all instruments constituting Collateral, together with duly indorsed instruments of transfer or assignment executed in blank; (CE) take all action necessary to ensure that the Collateral Agent has control of Collateral, if any, Collateral consisting of deposit accounts, as provided in Section 9electronic chattel paper, investment property, letter-104 of the UCC, control of the Account Collateral of-credit rights and transferable records as provided in Sections 89-104, 9-105, 9-106 and 9-106 107 of the UCCUCC and in Section 16 of UETA; (F) at the request of any Representative Agent, take all action to ensure that the Collateral Agent's security interest is noted on any certificate of ownership related to any Collateral evidenced by a certificate of ownership; (G) at the request of any Representative Agent, cause the Collateral Agent to be the beneficiary under all letters of credit that constitute Collateral, with the exclusive right to make all draws under such letters of credit, and control with all rights of Payment Collateral consisting of electronic chattel paper as provided in a transferee under Section 95-105 114(e) of the UCC; and (DH) deliver to the Collateral Agent evidence that all other action that the Collateral any Representative Agent may deem reasonably request as necessary or desirable to perfect and preserve Transaction Liens protect the security interest created by such Grantor under this Agreement has been taken. From time to time upon request by the Collateral Agent, each Grantor will, at such Grantor's expense, cause to be delivered to the Collateral Agent, for the benefit of the Secured Parties, an opinion of counsel, from outside counsel reasonably satisfactory to the Collateral Agent, as to such matters relating to the transactions contemplated hereby as the Collateral Agent may reasonably request. (b) The Company shall deliver to the Collateral Agent and each Representative Agent: (i) within 30 days after a reasonable request therefor by the Intercreditor Agent or any Representative Agent (but in any event no earlier than 120 days after the Closing Date), duly executed corrective deeds from the Company (or the Company shall use commercially reasonable efforts to obtain the same from any third parties) or any other documents with respect to any of the properties listed on Schedule 5.04(b) required to correct the real estate records in the respective counties in which such properties are located, in form and substance satisfactory to the Representative Agents; (ii) within 60 days after a reasonable request therefor by the Intercreditor Agent or any Representative Agent (but in any event no earlier than 120 days after the Closing Date), American Land Title Association Lender's Extended Coverage title insurance policies in form and substance, with endorsements and in amount acceptable to the Representative Agents, issued by title insurers acceptable to the Representative Agents, insuring the Mortgages with respect to the properties listed on Schedule 5.04(b), other than the Material Properties and the Relevant Properties, to be valid and subsisting Liens on the property described therein, free and clear of all defects (including mechanics' and materialmen's Liens) and encumbrances, excepting only Permitted Liens, and providing for such other affirmative insurance (including endorsements for future advances under the Financing Documents and for mechanics' and materialmen's Liens) as the Intercreditor Agent or any Representative Agent may deem necessary or desirable; (iii) within 120 days after a reasonable request therefor by the Intercreditor Agent or any Representative Agent, American Land Title Association/American Congress on Surveying and Mapping form surveys, for which all necessary fees (where applicable) have been paid, of the properties listed on Schedule 5.04(b), other than the Material Properties, the Relevant Properties and the Springdale Plant, dated a recent date acceptable to the Representative Agents, certified to the Collateral Agent in a manner satisfactory to the Representative Agents by a land surveyor duly registered and licensed in the State in which the property described in such surveys is located and acceptable to the Representative Agents; (iv) within 120 days after the Closing Date, American Land Title Association/American Congress on Surveying and Mapping form surveys, for which all necessary fees (where applicable) have been paid, of the Material Properties, the Relevant Properties and the Springdale Plant, dated within said 120 day period, certified to the Collateral Agent and the issuer of the Mortgage Policies for such properties by a land surveyor duly registered and licensed in the States in which the property described in such surveys is located, together with any updates required to be made to such Mortgage Policies in order to read the aforementioned surveys into such Mortgage Policies with no further defects or encumbrances which are not Permitted Liens (unless otherwise consented to by the Creditors); (v) as soon as reasonably available after the end of each fiscal quarter, a report supplementing Schedule 5.04(b), including an identification of all owned real property acquired by the Company or any Company Group Mentor during such fiscal quarter (the "Acquired Real Property") including a list and description (including the street address, county or other relevant jurisdiction, state, record owner and book value thereof) and a description of such other changes in the information included in such Schedule as may be necessary for such Schedule to be accurate and complete; (vi) within 30 days of a request therefor by the Intercreditor Agent or any Representative Agent (but in any event no earlier than 120 days after the Closing Date), fully executed counterparts of Mortgages with respect to Acquired Real Property (in each case with such changes as may be required to account for local law matters and otherwise in form and substance satisfactory to the Representative Agents), and sufficient for recording in all filing offices that the Intercreditor Agent or any Representative Agent may deem necessary or desirable in order to create valid and subsisting Liens on the Acquired Real Property in favor of the Collateral Agent for the benefit of the Collateral Agent and the Secured Parties, and evidence that all filing and recording taxes and fees have been paid; (vii) within 120 days of request therefor by the Intercreditor Agent or any Representative Agent, Mortgage Policies in form and substance, with endorsements and in amount acceptable to the Intercreditor Agent and the Representative Agents, issued, coinsured and reinsured by title insurers acceptable to the Intercreditor Agent and the Representative Agents, insuring the Acquired Real Property with respect to the properties listed therein to be valid and subsisting Liens on the property described therein, free and clear of all defects (including mechanics' and materialmen's Liens) and encumbrances, excepting only Permitted Liens, and providing for such other affirmative insurance (including endorsements for future advances under the Financing Documents and for mechanics' and materialmen's Liens) and such coinsurance and direct access reinsurance as the Intercreditor Agent or any Representative Agent may deem necessary or desirable; (viii) within 120 days of request therefor by the Intercreditor Agent or any Representative Agent, American Land Title Association/American Congress on Surveying and Mapping form surveys, for which all necessary fees (where applicable) have been paid, of the Acquired Real Property, dated a recent date acceptable to the Collateral Agent or the Representative Agents, certified to the Intercreditor Agent and the issuer of the Mortgage Policies relating to the Mortgages for the Acquired Real Property in a manner satisfactory to the Representative Agents by a land surveyor duly registered and licensed in the States in which the property described in such surveys is located and acceptable to the Representative Agents, together with any updates required to be made to such Mortgage Policies in order to read the aforementioned surveys into such Mortgage Policies. (c) Each Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, including one or more financing statements indicating that such financing statements cover all right, title and interest assets or all personal property (or words of similar effect) of such Grantor in and to the CollateralGrantor, in each case without the signature of such Grantor. The Collateral Agent shall provide a copy , and regardless of each whether any particular asset described in such financing statement to each Grantorstatements falls within the scope of the UCC or the granting clause of this Agreement. A photocopy 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. Each Grantor ratifies its authorization for the Collateral Agent to have filed such financing statements, continuation statements or amendments filed prior to the date hereof. (d) The Company will furnish to the Collateral Agent, at any time upon the request of the Collateral Agent (if reasonably instructed to do so by any Representative Agent), an opinion of counsel, from outside counsel reasonably satisfactory to the Collateral Agent, to the effect that all financing or continuation statements have been filed, and all other action has been taken (including action necessary to (i) give the Collateral Agent control over the Collateral as provided in Sections 9-104, 9-105, 9-106 and 9-107 of the UCC and Section 16 of UETA and (ii) cause the security interest in any Collateral evidenced by a certificate of ownership to be noted on such certificate of ownership) to perfect continuously from the date hereof the security interest granted hereunder.

Further Assurances, etc. (a) Each Grantor agrees that from time to timethat, 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, pledge agreements, collateral assignments, account control agreements, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments as the Collateral Agent or the Depository Bank may reasonably require from time to time at its own expense, it will promptly prepare, execute and, if applicable, deliver to the Trustee for its execution all further instruments and documents, and, upon a Trustee Noteholder Request, will take all further action, that may be necessary or desirable in order to (i) carry out more effectively perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable the purposes of the Security Documents Trustee to exercise and enforce its rights and remedies hereunder with respect to the any Collateral, (ii) to the fullest extent permitted by Applicable Law, subject its right, title and interest in and to the Collateral to the Transaction Liens, (iii) perfect and maintain the validity and effectiveness of the Security Documents and the validity, effectiveness and priority of the Transaction Liens and (iv) assure, grant, collaterally assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter stated to be granted to the Secured Parties in respect of the Collateral under any Security Document or under any other instrument executed in connection with any Security Document to which it is a party. Without limiting the generality of the foregoing, such Grantor will (a) upon a Trustee Noteholder Request, xxxx conspicuously each Grantor will promptly of its records pertaining to the Collateral with respect a legend indicating that such document or Collateral is subject to Collateral of such Grantor: the security interest granted hereby; (Ab) upon a Trustee Noteholder Request, execute or authenticate 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 Collateral Agent may reasonably request, desirable in order to perfect and preserve the Transaction Liens; (B) deliver security interests and pledge other rights granted or purported to be granted to the Trustee hereby; and (c) upon a Trustee Noteholder Request, furnish to the Trustee, from time to time, statements and schedules further identifying and describing the Collateral Agent for benefit and such other reports in connection with the Collateral, all in reasonable detail; and (d) if a Default of the Secured Parties certificates representing Security Collateral that constitutes certificated securities, accompanied by undated stock powers indorsed nature described in blank, Sections 901(a) and deliver and pledge to the Collateral Agent for the benefit (b) of the Secured Parties all tangible chattel paper and all instruments constituting CollateralIndenture or an Event of Default shall occur, together with duly indorsed instruments then each Grantor which (i) owns any Mobile Assets or (ii) acquires any Mobile Assets following such Default or Event of transfer Default, shall, within 30 days of such Default or assignment in blank; (C) Event of Default or upon such acquisition, as the case may be, take all action steps that are necessary or desirable to ensure that the Collateral Agent has control of Collateral, if any, consisting of deposit accounts, as provided security interest granted in Section 9-104 favor of the UCCTrustee in such Mobile Assets will be a valid, control first priority, perfected security interest. With respect to the foregoing and the grant of the Account Collateral as provided in Sections 8-106 and 9-106 of the UCCsecurity interest hereunder, and control of Payment Collateral consisting of electronic chattel paper as provided in Section 9-105 of the UCC; and (D) deliver to the Collateral Agent evidence that all other action that the Collateral Agent may reasonably request as necessary or desirable to perfect and preserve Transaction Liens has been taken. (b) Each such Grantor hereby authorizes the Collateral Agent Trustee to file one or more execute any such financing or continuation statements, and amendments thereto, including one or more financing statements indicating other instruments or notices delivered by the Grantor to the Trustee pursuant to this Section 4.7; it being understood and agreed that the Trustee shall have no duties pursuant to this Section 4.7 except to execute any such financing statements cover all rightor continuation statements or amendments thereto, title and interest of such or other instruments or notices that have been delivered by the Grantor in and to the Collateral, in each case without the signature of such Grantor. The Collateral Agent shall provide a copy of each such financing statement Trustee for execution pursuant to each Grantorthis Section 4.7. A photocopy carbon, photographic or other reproduction of this Security Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. Each Grantor ratifies its authorization for the Collateral Agent to have filed such financing statements, continuation statements or amendments filed prior to the date hereof.

Further Assurances, etc. (a) Each Grantor agrees that from time to timeThe Borrower will, and will cause each of its Subsidiaries to, at the expense of such Grantorthe Borrower, such Grantor will promptly domake, execute, endorse, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, pledge agreements, collateral assignments, account control agreements, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments as file and/or deliver to the Collateral Agent or the Depository Bank may reasonably require from time to time in order such schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports, and other assurances or instruments and take such further steps relating to (i) carry out more effectively the purposes Collateral covered by any of the Security Documents with respect to the Collateral, (ii) to the fullest extent permitted by Applicable Law, subject its right, title and interest in and to the Collateral to the Transaction Liens, (iii) perfect and maintain the validity and effectiveness of the Security Documents and the validity, effectiveness and priority of the Transaction Liens and (iv) assure, grant, collaterally assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter stated to be granted to the Secured Parties in respect of the Collateral under any Security Document or under any other instrument executed in connection with any Security Document to which it is a party. Without limiting the generality of the foregoing, each Grantor will promptly with respect to Collateral of such Grantor: (A) execute or authenticate 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 Collateral Agent may reasonably requestrequire to assure the creation and continuation of perfected security interests in the Collateral and as are generally consistent with the terms of this Agreement and the Security Documents. Furthermore, in order to perfect the Borrower will, and preserve the Transaction Liens; (B) will cause its Subsidiaries to, deliver and pledge to the Collateral Agent for benefit such opinions of counsel and other related documents as may be reasonably requested by the Administrative Agent to assure compliance with this Section 5.09. (b) The Borrower agrees that each action required by clause (a) of this Section 5.09 shall be completed as soon as reasonably practical, but in no event later than 30 days (or such greater number of days as the Administrative Agent may agree) after such action is requested to be taken by the Collateral Agent, the Administrative Agent or the Required Lenders. (c) If, following a change in the relevant sections of the Secured Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, the Borrower does not within 30 days after a request from the Administrative Agent or the Required Lenders (or such greater number of days as the Administrative Agent may agree) deliver evidence, in form and substance reasonably satisfactory to the Administrative Agent (which evidence may be in the form of an opinion of counsel), with respect to any Foreign Subsidiary of the Borrower which has not already had all of its stock pledged pursuant to the Pledge Agreements that (i) a pledge of 66-2/3% or more of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote and (ii) the entering into by such Foreign Subsidiary of a guaranty in substantially the form of the Subsidiary Guaranty, in any such case could reasonably be expected to cause (I) any undistributed earnings of such Foreign Subsidiary or its parent as determined for Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s direct or indirect United States parent for Federal income tax purposes or (II) other Federal income tax consequences to the Credit Parties certificates representing Security Collateral having an adverse financial consequence to any Credit Party in any material respect, then in the case of a failure to deliver the evidence described in clause (i) above, that constitutes certificated securities, accompanied by undated portion of such Foreign Subsidiary’s outstanding capital stock powers indorsed in blank, and deliver and pledge not theretofore pledged pursuant to the Pledge Agreements shall be promptly pledged to the Collateral Agent for the benefit of the Secured Parties all tangible chattel paper and all instruments constituting Collateral, together with duly indorsed instruments of transfer Creditors pursuant to the Pledge Agreements (or assignment another pledge agreement in blank; (C) take all action necessary to ensure that the Collateral Agent has control of Collateralsubstantially similar form, if anyneeded), consisting and in the case of deposit accountsa failure to deliver the evidence described in clause (ii) above such Foreign Subsidiary shall promptly execute and deliver the Subsidiary Guaranty (or another guaranty in substantially similar form, as provided in Section 9-104 if needed), guaranteeing the obligations of the UCC, control of Borrower under the Account Collateral as provided in Sections 8-106 Credit Documents and 9-106 of the UCC, and control of Payment Collateral consisting of electronic chattel paper as provided in Section 9-105 of the UCC; and (D) deliver to the Collateral Agent evidence that all other action that the Collateral Agent may reasonably request as necessary or desirable to perfect and preserve Transaction Liens has been taken. (b) Each Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, including one or more financing statements indicating that such financing statements cover all right, title and interest of such Grantor in and to the Collateralunder any Swap Agreement entered into with a Secured Creditor, in each case without to the signature extent that the entering into of such Grantor. The Collateral Agent shall provide a copy of each such financing statement to each Grantor. A photocopy or other reproduction of this Pledge Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where Subsidiary Guaranty is permitted by law. Each Grantor ratifies its authorization for the Collateral Agent laws of the respective foreign jurisdiction and with all documents delivered pursuant to have filed such financing statements, continuation statements or amendments filed prior this Section 5.09(c) to be in form and substance reasonably satisfactory to the date hereofAdministrative Agent.

Further Assurances, etc. (a) Each Grantor agrees that from time to timeThe Borrower will, and will cause each of its Subsidiaries to, at the expense of such Grantorthe Borrower, such Grantor will promptly domake, execute, endorse, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, pledge agreements, collateral assignments, account control agreements, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments as file and/or deliver to the Collateral Agent or the Depository Bank may reasonably require from time to time in order to (i) carry out more effectively the purposes such schedules, confirmatory assignments, conveyances, transfer endorsements, powers of the Security Documents with respect attorney, certificates, reports, and other assurances or instruments and take such further steps relating to the Collateral, (ii) to Pledge Agreement Collateral covered by the fullest extent permitted by Applicable Law, subject its right, title and interest in and to the Collateral to the Transaction Liens, (iii) perfect and maintain the validity and effectiveness of the Security Documents and the validity, effectiveness and priority of the Transaction Liens and (iv) assure, grant, collaterally assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter stated to be granted to the Secured Parties in respect of the Collateral under any Security Document or under any other instrument executed in connection with any Security Document to which it is a party. Without limiting the generality of the foregoing, each Grantor will promptly with respect to Collateral of such Grantor: (A) execute or authenticate and file such financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or Pledge Agreement as the Collateral Agent may reasonably requestrequire to assure the creation and continuation of perfected security interests in the Pledge Agreement Collateral and as are generally consistent with the terms of this Agreement and the Pledge Agreement. Furthermore, in order to perfect the Borrower will, and preserve the Transaction Liens; (B) will cause its Subsidiaries to, deliver and pledge to the Collateral Agent for benefit such opinions of counsel and other related documents as may be reasonably requested by the Secured Parties certificates representing Security Administrative Agent to assure compliance with this Section 5.09. (b) The Borrower agrees that each action required by clause (a) of this Section 5.09 shall be completed as soon as reasonably practical, but in no event later than 30 days (or such greater number of days as the Collateral that constitutes certificated securitiesAgent may agree) after such action is requested to be taken by the Collateral Agent, accompanied the Administrative Agent or the Required Lenders. (c) Effective upon the formation or acquisition of any Material Insurance Subsidiary by undated stock powers indorsed in blankthe Borrower or any Wholly-Owned Subsidiary which is not an Insurance Subsidiary (nor is a Subsidiary of an Insurance Subsidiary), such Person (and deliver and pledge each of its shareholders (other than any Insurance Subsidiary)) shall promptly use commercially reasonable efforts to obtain the approval of all applicable Governmental Authorities to, to the Collateral extent required by law or regulation, enter into the Subsidiary Guaranty (if such Person is not the Borrower or an existing Subsidiary Guarantor) and to pledge the stock of such Material Insurance Subsidiary (or the stock of such intermediate Wholly-Owned Subsidiary) to the Administrative Agent for the benefit of the Secured Parties all tangible chattel paper Creditors pursuant to the Pledge Agreement and all instruments constituting Collateral, together with duly indorsed instruments of transfer or assignment in blank; (C) take all action necessary to ensure that the Collateral Agent has control of Collateralthereafter, if anyobtained or not so required, consisting of deposit accounts, as provided in Section 9-104 of the UCC, control of the Account Collateral as provided in Sections 8-106 and 9-106 of the UCC, and control of Payment Collateral consisting of electronic chattel paper as provided in Section 9-105 of the UCC; and (D) deliver cause such stock to the Collateral Agent evidence that all other action that the Collateral Agent may reasonably request as necessary or desirable to perfect and preserve Transaction Liens has been takenbe so pledged. (b) Each Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, including one or more financing statements indicating that such financing statements cover all right, title and interest of such Grantor in and to the Collateral, in each case without the signature of such Grantor. The Collateral Agent shall provide a copy of each such financing statement to each Grantor. A photocopy 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. Each Grantor ratifies its authorization for the Collateral Agent to have filed such financing statements, continuation statements or amendments filed prior to the date hereof.

Further Assurances, etc. (a) Each Grantor Assignor agrees that from time to timeit will, at the expense of such Grantor, such Grantor will promptly do, execute, acknowledge, deliver, record, re-record, file, re-file, register any time and re-register any and all such further acts, pledge agreements, collateral assignments, account control agreements, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments as the Collateral Agent or the Depository Bank may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Security Documents with respect to the Collateraland at its own expense, (ii) to the fullest extent permitted by Applicable Law, subject its right, title and interest in and to the Collateral to the Transaction Liens, (iii) perfect file and maintain the validity and effectiveness of the Security Documents and the validity, effectiveness and priority of the Transaction Liens and (iv) assure, grant, collaterally assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter stated to be granted to the Secured Parties in respect of the Collateral effect under any Security Document or under any other instrument executed in connection with any Security Document to which it is a party. Without limiting the generality of the foregoing, each Grantor will promptly with respect to Collateral of such Grantor: (A) execute or authenticate and file applicable Uniform Commercial Code such financing or continuation statements, or amendments thereto, continuation statements and such other documents and instruments or notices, as may be necessary or desirable, or as the Collateral Agent may reasonably request, deem necessary or advisable in order to perfect and preserve the Transaction Liens; (B) deliver and pledge to Agent's security interest in the Collateral Agent for benefit of the Secured Parties certificates representing Security Collateral that constitutes certificated securities, accompanied by undated stock powers indorsed in blankgranted or purported to be granted hereby, and deliver agrees to do such further acts and pledge things and to the Collateral Agent for the benefit of the Secured Parties all tangible chattel paper execute and all instruments constituting Collateral, together with duly indorsed instruments of transfer or assignment in blank; (C) take all action necessary to ensure that the Collateral Agent has control of Collateral, if any, consisting of deposit accounts, as provided in Section 9-104 of the UCC, control of the Account Collateral as provided in Sections 8-106 and 9-106 of the UCC, and control of Payment Collateral consisting of electronic chattel paper as provided in Section 9-105 of the UCC; and (D) deliver to the Collateral Agent evidence that all other action that such additional conveyances, assignments, proxies, agreements and instruments as the Collateral Agent may reasonably request as deem necessary or desirable advisable to perfect carry out the purposes of this Agreement or to further assure and preserve Transaction Liens has been takenconfirm unto the Agent its rights, powers and remedies hereunder, including, without limitation, to use its best efforts to obtain any approvals and consents of Governmental Authorities that may be necessary in order to permit the Agent to exercise any of its rights and remedies hereunder. (b) Each Grantor Assignor hereby authorizes irrevocably appoints the Agent its lawful attorney-in-fact, with full authority in the place and stead of the Assignor and in the name of the Assignor, the Agent or otherwise, and with full power of substitution in the premises (which power of attorney, being coupled with an interest, is irrevocable for so long as this Agreement shall be in effect), from time to time in the Agent's reasonable discretion to take any action and to execute any instruments that the Agent may deem necessary or advisable to accomplish the purpose of this Agreement, including, without limitation: (i) to sign the name of the Assignor on any financing statement, continuation statement, notice or other similar document that, in the Agent's opinion, should be made or filed in order to perfect or continue perfected the security interest granted under this Agreement; (ii) after the occurrence and during the continuance of an Event of Default, to ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (iii) after the occurrence and during the continuance of an Event of Default, to receive, endorse and collect any checks, drafts, instruments and other orders for the payment of money made payable to the Assignor representing any interest, dividend, distribution or other amount payable in respect of any of the Collateral Agent and to give full discharge for the same; and (iv) after the occurrence and during the continuance of an Event of Default, to file one any claims or more financing take any action or continuation statements, institute any proceedings that the Agent may deem necessary or advisable for the collection of any of the Collateral or otherwise to enforce the rights of the Agent with respect to any of the Collateral. (c) Each Assignor agrees that it will warrant and amendments thereto, including one or more financing statements indicating that such financing statements cover all defend the right, title and interest of such Grantor the Secured Parties in and to the Collateral, Collateral against the claims and demands of all other Persons. (d) If any Assignor fails to perform any covenant or agreement contained in each case without the signature of such Grantor. The Collateral Agent shall provide a copy of each such financing statement to each Grantor. A photocopy or other reproduction of this Agreement or in any financing statement covering of the Contracts after written request to do so by the Agent (provided that no such request shall be necessary at any time after the occurrence and during the continuance of an Event of Default), the Agent may itself perform, or cause the performance of, such covenant or agreement and may take any other action that it deems necessary and appropriate for the maintenance and preservation of the Collateral or any part thereof its security interest therein, and the reasonable expenses so incurred in connection therewith shall be sufficient as a financing statement where permitted payable by law. Each Grantor ratifies its authorization for the Collateral Agent to have filed such financing statements, continuation statements or amendments filed prior to the date hereofAssignors under Section 6.