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.

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.

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.. Exhibit D Third Amended and Restated Credit Agreement

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.

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.

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.

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 to in accordance with the Transaction Liens, (iii) perfect terms 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 takenconditions contained herein.

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 the 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 it or any of its rightSubsidiaries' properties, 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 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 Administrative Agent, mark conspicuously each document included in Inventory, each chattex xxper 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 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 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) at the request of the Administrative 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 the Administrative 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 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 such Grantor under this Agreement has been taken.

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.

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 Administrative Agent hereby. The authorization contained above shall be irrevocable and continuing until the Termination Date. Exhibit H – Form of Pledge and Security Agreement Each Grantor agrees that a carbon, 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 hereby authorizes the Administrative Agent for benefit to file financing statements describing as the collateral covered thereby “all of the Secured Parties certificates representing Security Collateral debtor’s personal property or assets” or words to that constitutes certificated securitieseffect, accompanied by undated stock powers indorsed notwithstanding that such wording may be broader in blank, and deliver and pledge to scope than 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 described 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 takenthis Security Agreement.