Common use of Further Assurances; Pledge of Instruments; Chattel Paper Clause in Contracts

Further Assurances; Pledge of Instruments; Chattel Paper. (i) At any time and from time to time, upon the written request of Agent and at the sole expense of Grantors, each Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as Agent may deem reasonably necessary to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including filing any financing or continuation statements under the Code with respect to the Liens granted hereunder or under any other Loan Document as to those jurisdictions that are not Uniform Commercial Code jurisdictions. (ii) Unless Agent shall otherwise consent in writing (which consent may be revoked), each Grantor shall deliver to Agent all Collateral consisting of negotiable Documents, certificated securities, Chattel Paper and Instruments, in each case evidencing an amount in excess of $500,000, (in each case, accompanied by stock powers, allonges or other instruments of transfer executed in blank) promptly after such Credit Party receives the same. If any Grantor retains possession of any Chattel Paper or Instruments, such Chattel Paper and Instruments shall be marked with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the security interest of Maranon Capital, L.P., as Agent, for the benefit of Agent and certain Lenders.” (iii) [Intentionally omitted.] (iv) [Intentionally omitted.] (v) [Intentionally omitted.] (vi) Each Grantor that is or becomes the beneficiary of a letter of credit with a face amount in excess of $500,000 shall promptly, and in any event within two (2) Business Days after becoming a beneficiary, notify Agent thereof and, to the extent requested by Agent, shall use its commercially reasonable efforts to enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to such Letter-of-Credit Rights collaterally assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to an account designated by Agent, all in form and substance reasonably satisfactory to Agent. (vii) Each Grantor shall take all steps necessary to grant the Agent control of any electronic chattel paper evidencing an amount in excess of $500,000 in accordance with the Code and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act. (viii) Each Grantor hereby irrevocably authorizes the Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements with respect to the Collateral and amendments thereto that (a) indicate the Collateral (i) as all assets of such Grantor whether now existing or hereafter arising or acquired, including all proceeds thereof or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Code or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the Code for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Grantor agrees to furnish any such information to the Agent promptly upon request. (ix) Each Grantor shall promptly, and in any event within five (5) Business Days after the same is acquired by it, notify Agent of any Commercial Tort Claim in excess of $500,000 acquired by it and, unless otherwise consented by Agent, such Grantor shall enter into a supplement to this Security Agreement, granting to Agent a Lien in such Commercial Tort Claim.

Further Assurances; Pledge of Instruments; Chattel Paper. (i) At any time and from time to time, upon the written request of Agent Lender and at the sole expense of Grantorssuch Grantor, each such Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as Agent Lender may deem reasonably necessary desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including (A) using its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Lender of any License or Contract held by such Grantor and to enforce the security interests granted hereunder; and (B) filing any financing or continuation statements under the Code with respect to the Liens granted hereunder or under any other Loan Document as to those jurisdictions that are not Uniform Commercial Code jurisdictions. (ii) Unless Agent Lender shall otherwise consent in writing (which consent may be revoked), each such Grantor shall deliver to Agent Lender all Collateral consisting of negotiable Documents, certificated securities, Chattel Paper and Instruments, in each case evidencing an amount in excess of $500,000, Instruments (in each case, accompanied by stock powers, allonges or other instruments of transfer executed in blank) promptly after such Credit Party receives the same. If any Grantor retains possession of any Chattel Paper or Instruments, such Chattel Paper and Instruments shall be marked with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the security interest of Maranon Capital, L.P., as Agent, for the benefit of Agent and certain Lenders.” (iii) [Intentionally omitted.] (iv) [Intentionally omitted.] (v) [Intentionally omitted.] (vi) Each Grantor that is or becomes the beneficiary of a letter of credit with a face amount in excess of $500,000 shall promptly, and in any event within two (2) Business Days after becoming a beneficiary, notify Agent thereof and, to the extent requested by Agent, shall use its commercially reasonable efforts to enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to such Letter-of-Credit Rights collaterally assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to an account designated by Agent, all in form and substance reasonably satisfactory to Agent. (vii) Each Grantor shall take all steps necessary to grant the Agent control of any electronic chattel paper evidencing an amount in excess of $500,000 in accordance with the Code and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act. (viii) Each Such Grantor hereby irrevocably authorizes the Agent Lender at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements with respect to the Collateral and amendments thereto that (a) indicate the Collateral (i) as all assets of such Grantor whether now existing or hereafter arising or acquired, including all proceeds thereof or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Code or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the Code for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Such Grantor agrees to furnish any such information to the Agent Lender promptly upon request. Such Grantor also ratifies its authorization for the Lender to have filed in any Uniform Commercial Code jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. (ixiv) Each Such Grantor shall promptly, and in any event within five two (52) Business Days after the same is acquired by it, notify Agent Lender of any Commercial Tort Claim in excess of $500,000 acquired by it and, and unless otherwise consented by AgentLender, such Grantor shall enter into a supplement to this Security Agreement, granting to Agent Lender a Lien in such Commercial Tort Claim.

Further Assurances; Pledge of Instruments; Chattel Paper. (i) At any time and from time to time, upon the written request of the Agent and at the sole expense of the Grantors, each Grantor the Grantors shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as Agent the Secured Parties may deem reasonably necessary or desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including without limitation (A) using its best efforts to secure all consents and approvals necessary or desirable for the assignment to or for the benefit of the Secured Parties of any Material Contract, Collaterally Assigned Right, License or other Contract and to enforce the Security Interests granted hereunder; (B) filing any financing or continuation statements under the Code with respect to the Liens Security Interests granted hereunder or under any other Loan Document as to those jurisdictions that are not Uniform Commercial Code jurisdictionsJurisdictions; and (C) cause each of their respective direct and indirect Subsidiaries not in existence on the Closing Date, other than Excluded Subsidiaries, to execute and deliver to the Agent promptly and in any event within ten (10) days after the formation, acquisition or change in states thereof, a joinder in form and substance satisfactory to Agent pursuant to which such Subsidiary shall be made a party to this Agreement as a Grantor (including providing supplements to the Schedules hereto). (ii) Unless the Agent shall otherwise consent in writing (which consent may be revokedrevoked or withheld by the Agent, acting in its sole discretion), each Grantor the Grantors shall deliver to the Agent all Collateral consisting of negotiable Documents, certificated securities, Chattel Paper and Instruments, in each case evidencing an amount in excess of $500,000, Instruments (in each case, accompanied by stock powers, allonges or other instruments of transfer executed in blank) promptly after such Credit Party receives the Grantors receive the same. If any Grantor retains possession of any Chattel Paper or Instruments, such Chattel Paper and Instruments shall be marked with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the security interest of Maranon Capital, L.P., as Agent, for the benefit of Agent and certain Lenders.” (iii) [Intentionally omittedThe Grantors shall use their commercially reasonable efforts to obtain any necessary or desirable waivers or subordinations of Security Interests from landlords and mortgagees as required by Section 7.11 of the Loan Agreement.] (iv) [Intentionally omitted.] (v) [Intentionally omitted.] (vi) Each Grantor that is If any of the Grantors are or becomes become the beneficiary of a letter of credit with a face amount in excess of $500,000 credit, such Grantors shall promptly, and in any event within two (2) Business Days after becoming a beneficiary, notify the Agent thereof and, to the extent requested by Agent, shall use its commercially reasonable efforts to and enter into a tri-party agreement with the Agent and the issuer and/or confirmation bank with respect to such Letter-of-Letter of Credit Rights collaterally assigning such Letter-of-Letter of Credit Rights to the Agent and directing all payments thereunder to an account designated by Agenta Deposit Account, all in form and substance reasonably satisfactory to the Agent. (viiv) Each Grantor The Grantors shall take all steps necessary or desirable to grant the Agent Secured Parties control of any all electronic chattel paper evidencing an amount in excess of $500,000 Chattel Paper in accordance with the Code and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act. (viiivi) Each Grantor Any Grantors having direct or indirect rights to manage, nominate, elect or appoint directors, officers or managers (as applicable) of the Loan Parties and their direct or indirect Subsidiaries, shall obtain and deliver to the Agent undated resignations of all members or managers of the board of directors or board of managers (as applicable) of such entity that such Grantors have the right to remove. (vii) The Grantors hereby irrevocably authorizes authorize the Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction Jurisdiction any initial financing statements with respect to the Collateral and amendments thereto that (aA) indicate indicate, to the effect, that the Collateral (i) as constitutes all assets of such Grantor whether now existing or hereafter arising or acquired, including all proceeds thereof the Grantors or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Code or of such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (bB) contain any other information required by part 5 of Article 9 of the Code for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Grantor is the Grantors are an organization, the type of organization and any organization identification number issued to such Grantoreach of the Grantors, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cutfiling, a sufficient description of real property to which the Collateral relates. Each Grantor agrees The Grantors agree to furnish any such information to the Agent promptly upon request. The Grantors also ratify their authorization for the Agent to have filed in any Uniform Commercial Code Jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. (ixviii) Each Grantor The Grantors shall promptly, and in any event within five ten (510) Business Days days after the same is acquired by it, notify the Agent of any Commercial Tort Claim (as defined in excess of $500,000 the Code) acquired by it and, and unless otherwise consented by the Agent, such Grantor the Grantors shall enter into a supplement to this Security Agreement, granting to Agent the Secured Parties a Lien Security Interest in such Commercial Tort Claim.

Further Assurances; Pledge of Instruments; Chattel Paper. (i) At any time and from time to time, upon the written request of Agent and at the sole expense of Grantorssuch Grantor, each such Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as Agent may deem reasonably necessary request to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including (A) using reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Agent of any Contractual Obligation, including any License, held by such Grantor and to enforce the security interests granted hereunder; and (B) filing any financing or continuation statements under the Code with respect to the Liens granted hereunder or under any other Loan Document as to those jurisdictions that are not Uniform Commercial Code jurisdictions. (ii) In the event that any Grantor acquires any Equipment and in connection therewith grants a security interest in such Equipment to any Person providing purchase money financing to such Grantor for such Equipment and such security interest and financing does not contravene any provision of the Credit Agreement and prohibits the Lien of Agent therein, Agent, at the request of such Grantor shall release its security interest in such Equipment or shall subordinate such Lien (as required by such Person) and shall at the cost and expense of such Grantor execute such documents as may be necessary to release such Lien of record; provided, however, that upon any such prohibition ceasing to be binding on such Grantor, the Lien of Agent in such Equipment shall automatically be reinstated and such Grantor shall immediately notify Agent and shall take all steps as may be necessary to perfect such Lien of Agent within twenty (20) Business Days following such prohibition ceasing to be effective. On each Business Day following the Closing Date each Grantor shall, until such Grantor shall have complied with this Section 5(a)(ii) as to all vehicles covered by a certificate of title and owned by such Grantor on the Closing Date (other than those subject to Encumbrances existing on the Closing Date and securing Indebtedness under the Bank of America Agreements or the Bxx Xxxx Promissory Notes or other purchase money Indebtedness), Borrower Representative shall submit to Agent a list indicating each vehicle for which a certificate of title and application to note the Lien of Agent was submitted to the applicable motor vehicle office on the immediately preceding Business Day and indicating for each such vehicle its state of registration, net book value, Appraised Net Orderly Liquidation Value, VIN and date of such submission and attaching to such list a copy of evidence of each such submission. (iii) Unless Agent shall otherwise consent in writing (which consent may be revoked), each such Grantor shall deliver to Agent all Collateral consisting of negotiable Documents, certificated securities, Chattel Paper and Instruments, in each case evidencing an amount in excess of $500,000, Instruments (including Intercompany Notes but excluding written lease agreements governing Short-Term Rentals) (in each case, accompanied by stock powers, allonges or other instruments of transfer executed in blank) promptly after such Credit Party receives the same. If Upon acquiring any Grantor retains possession of any negotiable Documents, certificated securities, Chattel Paper or InstrumentsInstruments (including any Intercompany Notes but excluding written lease agreements governing Short-Term Rentals), in each case in excess of $250,000, such Chattel Paper and Instruments shall be marked Grantor will provide prompt written notice thereof to Agent. (iv) Such Grantor shall, in accordance with the following legend: “This writing terms of the Credit Agreement, obtain waivers or subordinations of Liens from landlords, bailees and the obligations evidenced or secured hereby are subject to the security interest mortgagees, and such Grantor shall in all instances obtain signed acknowledgements of Maranon Capital, L.P., as Agent, 's Liens from bailees having possession of such Grantor's Goods that they hold for the benefit of Agent and certain LendersAgent.” (iii) [Intentionally omitted.] (iv) [Intentionally omitted.] (v) [Intentionally omittedTo the extent required by Agent, such Grantor shall obtain authenticated control letters in form and substance reasonably satisfactory to Agent from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities to or for such Grantor. Agent shall not terminate such Grantor's access to any such financial assets or commodities except during the continuation of an Event of Default.] (vi) Each As required by Section 6 of this Agreement, and in accordance with Section 2.10 of the Credit Agreement, such Grantor that shall obtain a blocked account, lockbox or similar agreement with each bank or financial institution holding a Deposit Account for such Grantor. (vii) If such Grantor is or becomes the beneficiary of a letter of credit with a face amount in excess of $500,000 credit, such Grantor shall promptly, and in any event within two (2) Business Days after becoming a beneficiary, notify Agent thereof and, to the extent requested by Agent, shall use its commercially reasonable efforts to and enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to such Letter-of-Credit Rights collaterally assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to an the Agent's account designated by Agentidentified in Section 1.4 of the Credit Agreement, all in form and substance reasonably satisfactory to Agent. (viiviii) Each Such Grantor shall take all steps necessary to grant the Agent control of any all electronic chattel paper evidencing an amount in excess of $500,000 Chattel Paper in accordance with the Code and all “"transferable records” " as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act. (viiiix) Each Such Grantor hereby irrevocably authorizes the Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements with respect to the Collateral and amendments thereto that (a) indicate the Collateral (i) as all assets of such Grantor whether now existing or hereafter arising or acquired, including all proceeds thereof or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Code or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the Code for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Such Grantor agrees to furnish any such information to the Agent promptly upon request. Such Grantor also hereby ratifies its authorization for Agent to have filed in any Uniform Commercial Code jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. (ixx) Each Such Grantor shall promptly, and in any event within five two (52) Business Days after the same is acquired by it, notify Agent of any Commercial Tort Claim (as defined in excess of $500,000 the Code) acquired by it and, and unless otherwise consented by AgentAgent (which consent may be revoked), such Grantor shall enter into a supplement to this Security Agreement, granting to Agent a Lien in such Commercial Tort Claimcommercial tort claim.

Further Assurances; Pledge of Instruments; Chattel Paper. (i) At any time and from time to time, upon the written request of Agent and at the sole expense of Grantorssuch Grantor, each such Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as Agent may deem reasonably necessary request to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including (A) using reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Agent of any Contractual Obligation, including any License, held by such Grantor and to enforce the security interests granted hereunder; and (B) filing any financing or continuation statements under the Code with respect to the Liens granted hereunder or under any other Loan Document as to those jurisdictions that are not Uniform Commercial Code jurisdictions. (ii) In the event that any Grantor acquires any Equipment and in connection therewith grants a security interest in such Equipment to any Person providing purchase money financing to such Grantor for such Equipment and such security interest and financing does not contravene any provision of the Credit Agreement and prohibits the Lien of Agent therein, Agent, at the request of such Grantor shall release its security interest in such Equipment or shall subordinate such Lien (as required by such Person) and shall at the cost and expense of such Grantor execute such documents as may be necessary to release such Lien of record; provided, however, that upon any such prohibition ceasing to be binding on such Grantor, the Lien of Agent in such Equipment shall automatically be reinstated and such Grantor shall immediately notify Agent and shall take all steps as may be necessary to perfect such Lien of Agent within twenty (20) Business Days (or such longer period as may be consented to by Agent) following such prohibition ceasing to be effective. On each Business Day following the Closing Date each Grantor shall, until such Grantor shall have complied with Section 4(i) and this Section 5(a)(ii) as to all vehicles covered by a certificate of title and owned by such Grantor on the Closing Date, submit to Agent a list indicating each vehicle for which a certificate of title and application to note the Lien of Agent (or First Lien Agent, as the case may be) was submitted to the applicable motor vehicle office on the immediately preceding Business Day and indicating for each such vehicle its state of registration, net book value, Appraised Net Orderly Liquidation Value, VIN and date of such submission and attaching to such list a copy of evidence of each such submission. (iii) Unless Agent shall otherwise consent in writing (which consent may be revoked), each such Grantor shall deliver (A) if prior to the First Lien Loan Termination Date, to the First Lien Agent and (B) any time after the First Lien Loan Termination Date, to Agent, all Collateral consisting of negotiable Chattel Paper, Documents, certificated securities, Chattel Paper and Instruments, in each case evidencing an amount in excess of $500,000, Instruments (including Intercompany Notes but excluding written lease agreements governing Short-Term Rentals) (in each case, accompanied by stock powers, allonges or other instruments of transfer executed in blank) promptly after such Credit Party receives the same. If Upon acquiring any Grantor retains possession of any negotiable Documents, certificated securities, Chattel Paper or InstrumentsInstruments (including any Intercompany Notes but excluding written lease agreements governing Short-Term Rentals), in each case in excess of $250,000, such Chattel Paper and Instruments shall be marked Grantor will provide prompt written notice thereof to Agent. (iv) Such Grantor shall, in accordance with the following legend: “This writing terms of the Credit Agreement, obtain waivers or subordinations of Liens from landlords, bailees and the obligations evidenced or secured hereby are subject to the security interest mortgagees, and such Grantor shall in all instances obtain signed acknowledgements of Maranon Capital, L.P., as Agent, ’s Liens from bailees having possession of such Grantor’s Goods that they hold for the benefit of Agent and certain LendersAgent.” (iii) [Intentionally omitted.] (iv) [Intentionally omitted.] (v) [Intentionally omittedTo the extent required by Agent, such Grantor shall obtain authenticated control letters in form and substance reasonably satisfactory to Agent from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities to or for such Grantor. Agent shall not terminate such Grantor’s access to any such financial assets or commodities except during the continuation of an Event of Default.] (vi) Each As required by Section 6 of this Agreement, and in accordance with Section 2.9 of the Credit Agreement, such Grantor that shall obtain a Bank Agency and Control Agreement with each bank or financial institution holding a Deposit Account for such Grantor. (vii) If such Grantor is or becomes the beneficiary of a letter of credit with a face amount an individual value in excess of $500,000 1,000,000 or with an aggregate value of $5,000,000, such Grantor shall promptly, and in any event within two (2) Business Days after becoming a beneficiary, notify Agent thereof and, to the extent requested by Agent, and shall use its commercially reasonable reasonably efforts to enter into a tri-party control agreement with Agent and the issuer and/or confirmation bank and First Lien Agent, if prior to the First Lien Loan Termination Date, with respect to such Letter-of-Credit Rights collaterally assigning such Letter-of-Credit Rights to Agent and First Lien Agent, if prior to the First Lien Loan Termination Date, and directing all payments thereunder to an First Lien Agent’s account designated for so long as First Lien Agent is the controlling secured party under the control agreement and upon receipt by the issuer and/or confirmation bank that First Lien Agent is no longer the controlling party, to the Agent’s account, all in form and substance reasonably satisfactory to Agent. (viiviii) Each Such Grantor shall take all steps necessary to grant the Agent control of any all electronic chattel paper evidencing an amount in excess of $500,000 Chattel Paper in accordance with the Code and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act; provided that prior to the First Lien Loan Termination Date, the requirements of this clause (viii) shall be deemed satisfied by granting control of such electronic Chattel Paper to the First Lien Agent. (viiiix) Each Such Grantor hereby irrevocably authorizes the Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements with respect to the Collateral and amendments thereto that (a) indicate the Collateral (i) as all assets of such Grantor whether now existing or hereafter arising or acquired, including all proceeds thereof or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Code or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the Code for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Such Grantor agrees to furnish any such information to the Agent promptly upon request. Such Grantor also hereby ratifies its authorization for Agent to have filed in any Uniform Commercial Code jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. (ixx) Each Such Grantor shall promptly, and in any event within five two (52) Business Days after the same is acquired by it, notify Agent of any Commercial Tort Claim (as defined in the Code) with an individual value in excess of $500,000 1,000,000 or with an aggregate value in excess of $5,000,000 acquired by it and, and unless otherwise consented by AgentAgent in writing (which consent may be revoked), such Grantor shall enter into a supplement to this Security Agreement, granting to Agent a Lien in such Commercial Tort Claimcommercial tort claim.

Further Assurances; Pledge of Instruments; Chattel Paper. (i) At any time and from time to time, time (including upon the any written request of Agent and the Collateral Agent), at the sole expense of Grantorsthe Company, each Grantor the Company shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions reasonably requested by the Collateral Agent as Agent may deem reasonably be necessary to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including (A) using all reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Collateral Agent of any License or Contract held by the Company; (B) using all reasonable efforts to secure all consents and approvals necessary or appropriate to enforce the security interests granted hereunder; and (C) filing any financing or continuation statements under the Code with respect to the Liens granted hereunder or under any other Loan Document as to those jurisdictions that are not Uniform Commercial Code jurisdictions. (ii) Unless Agent shall otherwise consent in writing (which consent may be revoked), each Grantor shall deliver to Agent all Collateral consisting of negotiable Documents, certificated securities, Chattel Paper and Instruments, in each case evidencing an amount in excess of $500,000, (in each case, accompanied by stock powers, allonges or other instruments of transfer executed in blank) promptly after such Credit Party receives the same. If any Grantor retains possession of any Chattel Paper or Instruments, such Chattel Paper and Instruments shall be marked with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the security interest of Maranon Capital, L.P., as Agent, for the benefit of Agent and certain Lenders.” (iii) [Intentionally omitted.] (iv) [Intentionally omitted.] (v) [Intentionally omitted.] (vi) Each Grantor that is or becomes the beneficiary of a letter of credit with a face amount in excess of $500,000 shall promptly, and in any event within two (2) Business Days after becoming a beneficiary, notify Agent thereof and, to the extent requested by Agent, shall use its commercially reasonable efforts to enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to such Letter-of-Credit Rights collaterally assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to an account designated by Agent, all in form and substance reasonably satisfactory to Agent. (vii) Each Grantor shall take all steps necessary to grant the Agent control of any electronic chattel paper evidencing an amount in excess of $500,000 in accordance with the Code and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act. (viii) Each Grantor The Company hereby irrevocably and unconditionally authorizes the Collateral Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements with respect to the Collateral and amendments thereto that (a) indicate the Collateral (i) as all assets of such Grantor whether now existing or hereafter arising or acquired, including all proceeds thereof the Company or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Code or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the Code for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Grantor the Company is an organization, the type of organization and any organization identification number issued to such Grantorthe Company, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Grantor The Company agrees to furnish any such information to the Collateral Agent promptly upon request. The Company also ratifies its authorization for the Collateral Agent to have filed in any Uniform Commercial Code jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof and ratifies and confirms the authorization of the Collateral Agent to file such financing statements (and amendments, if any). The Company hereby authorizes the Collateral Agent to adopt on behalf of the Company any symbol required for authenticating any electronic filing. In the event that the description of the collateral in any financing statement naming the Collateral Agent or its designee as the secured party and the Company as debtor includes assets and properties of the Company that do not at any time constitute Collateral, whether hereunder, under any of the other Note Documents or otherwise, the filing of such financing statement shall nonetheless be deemed authorized by the Company to the extent of the Collateral included in such description and it shall not render the financing statement ineffective as to any of the Collateral or otherwise affect the financing statement as it applies to any of the Collateral. In no event shall the Company at any time file, or permit or cause to be filed, any correction statement or termination statement with respect to any financing statement (or amendment or continuation with respect thereto) naming the Collateral Agent or its designee as secured party and the Company as debtor. (ixiii) Each Grantor shall promptlyThe Company shall, upon the occurrence and during the continuance of any Event of Default, upon request of the Collateral Agent, promptly notify (and the Company hereby authorizes the Collateral Agent so to notify) each Account Debtor in respect of any Accounts, Chattel Paper, Instruments of General Intangibles of the Company that such Collateral has been assigned to the Collateral Agent hereunder, and that any payments due or to become due in any event within five (5) Business Days after respect thereof are to be made directly to the same is acquired by it, notify Agent of any Commercial Tort Claim in excess of $500,000 acquired by it and, unless otherwise consented by Collateral Agent, such Grantor shall enter into a supplement to this Security Agreement, granting to Agent a Lien in such Commercial Tort Claim.

Further Assurances; Pledge of Instruments; Chattel Paper. (i) At any time and from time to time, time (including upon the any written request of Agent and the Collateral Agent), at the sole expense of Grantorsthe Company, each Grantor the Company shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions reasonably requested by the Collateral Agent as Agent may deem reasonably be necessary to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including (A) using all reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Collateral Agent of any License or Contract held by the Company; (B) using all reasonable efforts to secure all consents and approvals necessary or appropriate to enforce the security interests granted hereunder; and (C) filing any financing or continuation statements under the Code with respect to the Liens granted hereunder or under any other Loan Security Document as to those jurisdictions that are not Uniform Commercial Code jurisdictions. (ii) Unless Agent shall otherwise consent in writing (which consent may be revoked), each Grantor shall deliver to Agent all Collateral consisting of negotiable Documents, certificated securities, Chattel Paper and Instruments, in each case evidencing an amount in excess of $500,000, (in each case, accompanied by stock powers, allonges or other instruments of transfer executed in blank) promptly after such Credit Party receives the same. If any Grantor retains possession of any Chattel Paper or Instruments, such Chattel Paper and Instruments shall be marked with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the security interest of Maranon Capital, L.P., as Agent, for the benefit of Agent and certain Lenders.” (iii) [Intentionally omitted.] (iv) [Intentionally omitted.] (v) [Intentionally omitted.] (vi) Each Grantor that is or becomes the beneficiary of a letter of credit with a face amount in excess of $500,000 shall promptly, and in any event within two (2) Business Days after becoming a beneficiary, notify Agent thereof and, to the extent requested by Agent, shall use its commercially reasonable efforts to enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to such Letter-of-Credit Rights collaterally assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to an account designated by Agent, all in form and substance reasonably satisfactory to Agent. (vii) Each Grantor shall take all steps necessary to grant the Agent control of any electronic chattel paper evidencing an amount in excess of $500,000 in accordance with the Code and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act. (viii) Each Grantor The Company hereby irrevocably and unconditionally authorizes the Collateral Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements with respect to the Collateral and amendments thereto that (a) indicate the Collateral (i) as all assets of such Grantor whether now existing or hereafter arising or acquired, including all proceeds thereof the Company or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Code or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the Code for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Grantor the Company is an organization, the type of organization and any organization identification number issued to such Grantorthe Company, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Each Grantor The Company agrees to furnish any such information to the Collateral Agent promptly upon request. The Company also ratifies its authorization for the Collateral Agent to have filed in any Uniform Commercial Code jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof and ratifies and confirms the authorization of the Collateral Agent to file such financing statements (and amendments, if any). The Company hereby authorizes the Collateral Agent to adopt on behalf of the Company any symbol required for authenticating any electronic filing. In the event that the description of the collateral in any financing statement naming the Collateral Agent or its designee as the secured party and the Company as debtor includes assets and properties of the Company that do not at any time constitute Collateral, whether hereunder, under any of the other Note Documents or otherwise, the filing of such financing statement shall nonetheless be deemed authorized by the Company to the extent of the Collateral included in such description and it shall not render the financing statement ineffective as to any of the Collateral or otherwise affect the financing statement as it applies to any of the Collateral. In no event shall the Company at any time file, or permit or cause to be filed, any correction statement or termination statement with respect to any financing statement (or amendment or continuation with respect thereto) naming the Collateral Agent or its designee as secured party and the Company as debtor. (ixiii) Each Grantor shall promptlyThe Company shall, upon the occurrence and during the continuance of any Event of Default, upon request of the Collateral Agent, promptly notify (and the Company hereby authorizes the Collateral Agent so to notify) each Account Debtor in respect of any Accounts, Chattel Paper, Instruments of General Intangibles of the Company that such Collateral has been assigned to the Collateral Agent hereunder, and that any payments due or to become due in any event within five (5) Business Days after respect thereof are to be made directly to the same is acquired by it, notify Agent of any Commercial Tort Claim in excess of $500,000 acquired by it and, unless otherwise consented by Collateral Agent, such Grantor shall enter into a supplement to this Security Agreement, granting to Agent a Lien in such Commercial Tort Claim.