Common use of Other Actions as to any and all Collateral Clause in Contracts

Other Actions as to any and all Collateral. The Guarantor further agrees, upon request of the Agent and at the Agent’s option, to take any and all other actions as the Agent may reasonably determine to be necessary or useful for the attachment, perfection and first priority of (subject, however, to Liens permitted under the Credit Agreement), and the ability of the Agent to enforce, the Agent’s security interest in any and all of the Collateral, including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that the Guarantor’s signature thereon is required therefor, (b) causing the Agent’s name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Agent to enforce, the Agent’s security interest in such Collateral, (c) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Agent to enforce, the Agent’s security interest in such Collateral, (d) obtaining governmental and other third party waivers, consents and approvals in form and substance satisfactory to the Agent, including, without limitation, any consent of any licensor, lessor or other person obligated on Collateral, (e) using reasonable best efforts to obtain waivers from mortgagees and landlords in form and substance satisfactory to the Agent and in accordance with the terms of the Credit Agreement, and (f) taking all actions under any earlier versions of the Uniform Commercial Code or under any other law, as reasonably determined by the Agent to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction.

Other Actions as to any and all Collateral. The Guarantor Such Grantor further agrees, upon request of the Agent and at the Agent’s option, agrees to take any and all other actions as action reasonably requested by the Agent may reasonably determine to be necessary or useful for insure the attachment, perfection and and, first priority of (subject, however, to Liens permitted under the Credit Agreement)of, and the ability of the Agent to enforce, the Agent’s security interest Security Interest in any and all of the Collateral, Collateral provided by such Grantor including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial CodeUCC, to the extent, if any, that the Guarantorsuch Grantor’s signature thereon is required therefor, ; (b) causing the Agent’s name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Agent to enforce, the Agent’s security interest Security Interest in such Collateral, ; (c) complying with any provision of any statute, regulation or treaty of the United States of America as to any Collateral if compliance with such provision is a condition to the attachment, perfection or priority of, or the ability of the Agent to enforce, the Agent’s security interest Security Interest in such Collateral, ; (d) obtaining governmental and other third party waivers, consents and approvals in form and substance satisfactory to the Agentapprovals, including, including without limitation, limitation any consent of any licensor, lessor or other person obligated on such Collateral, ; (e) using reasonable best efforts to obtain obtaining waivers from mortgagees mortgagees, bailees, landlords and landlords any other person who has possession of or any interest in any Collateral or any real property on which any such Collateral may be located, in form and substance satisfactory to the Agent; (f) providing to the Agent and in accordance with “control” over such Collateral, to the terms of extent that perfection can only be achieved under the Credit Agreement, UCC by control or where obtaining perfection by control provides more protection to the Secured Creditors that perfection by filing a financing statement; and (fg) taking all actions under any earlier versions of required by the Uniform Commercial Code UCC or under any by other law, as reasonably determined by the Agent to be applicable in any relevant Uniform Commercial Code or other UCC jurisdiction, including or by other law as applicable in any foreign jurisdiction; provided, however, that nothing contained in paragraphs (d) or (e) shall require such Grantor to pay any consideration (other than any governmental application, processing, filing or recording fees) in order to obtain any consent or waiver referred to in such paragraphs.

Other Actions as to any and all Collateral. The Guarantor Borrower further agrees, upon request of the Agent and at the Agent’s option, agrees to take any and all other actions as the Agent may action reasonably determine requested by Lender to be necessary or useful for insure the attachment, perfection and first priority of (subject, however, to Liens permitted under the Credit Agreement)of, and the ability of the Agent Lender to enforce, the AgentLender’s security interest in any and all of the Collateral, Collateral including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that the Guarantor’s signature thereon is required therefor, (b) causing the AgentLender’s name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Agent Lender to enforce, the AgentLender’s security interest in such Collateral, (c) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Agent Lender to enforce, the AgentLender’s security interest in such Collateral, (d) obtaining governmental and other third party waivers, consents and approvals in form and substance satisfactory to the Agentapprovals, including, including without limitation, limitation any consent of any licensor, lessor or other person obligated on Collateral, (e) using reasonable best efforts to obtain obtaining waivers from mortgagees and landlords in form and substance satisfactory to the Agent and in accordance with the terms of the Credit Agreement, Lender and (f) taking all actions under required by any earlier versions of the Uniform Commercial Code or under any by other law, as reasonably determined by the Agent to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including or by other law as applicable in any foreign jurisdiction.

Other Actions as to any and all Collateral. The Guarantor Borrower further agrees, upon the request of the Operations Agent and at the Operations Agent’s option, to take any and all other actions as the Operations Agent may reasonably determine to be necessary or useful for the attachment, perfection and first priority of (subject, however, to Liens permitted under the Credit Agreement)of, and the ability of the Operations Agent to enforce, the Operations Agent’s security interest in any and all of the Collateral, including, without limitation, including (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial CodeCode of any relevant jurisdiction, to the extent, if any, that the GuarantorBorrower’s signature thereon is required therefor, (b) causing the Operations Agent’s name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Operations Agent to enforce, the Operations Agent’s security interest in such Collateral, (c) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Operations Agent to enforce, the Operations Agent’s security interest in such Collateral, (d) obtaining governmental and other third party waivers, consents and approvals approvals, in form and substance satisfactory to the Operations Agent, including, without limitation, including any consent of any licensor, lessor or other person obligated on Collateral, and any party or parties whose consent is required for the security interest of the Operations Agent to attach under §2.3, (e) using reasonable best efforts to obtain obtaining waivers from mortgagees and landlords in form and substance satisfactory to the Operations Agent and in accordance with the terms of the Credit Agreement, and (f) taking all actions under any earlier versions of the Uniform Commercial Code or under any other law, as reasonably determined by the Operations Agent to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction.

Other Actions as to any and all Collateral. The Guarantor Each Grantor further agrees, upon the request of the Administrative Agent and at the Administrative Agent’s option, to take any and all other actions as the Administrative Agent may reasonably determine to be necessary or useful for the attachment, perfection and first priority of (subject, however, to Liens permitted under the Credit Agreement)of, and the ability of the Administrative Agent to enforce, the Administrative Agent’s security interest in any and all of the Collateral, including, without limitation, including (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial CodeCode of any relevant jurisdiction, to the extent, if any, that the Guarantorany Grantor’s signature thereon is required therefor, (b) causing the Administrative Agent’s name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Administrative Agent to enforce, the Administrative Agent’s security interest in such Collateral, (c) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Administrative Agent to enforce, the Administrative Agent’s security interest in such Collateral, (d) obtaining governmental and other third party waivers, consents and approvals approvals, in form and substance satisfactory to the Administrative Agent, including, without limitation, including any consent of any licensor, lessor or other person obligated on Collateral, (e) using reasonable best efforts to obtain obtaining waivers from mortgagees and landlords in form and substance satisfactory to the Administrative Agent and in accordance with the terms of the Credit Agreement, and (f) taking all actions under any earlier versions of the Uniform Commercial Code or under any other law, as reasonably determined by the Administrative Agent to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction.

Other Actions as to any and all Collateral. The Guarantor Borrower further agrees, upon request of the Agent and at the Agent’s option, agrees to take any and all other actions as action reasonably requested by the Agent may reasonably determine Lender to be necessary or useful for ensure the attachment, perfection and first priority of (subject, however, to Liens permitted under the Credit Agreement)of, and the ability of the Agent Lender to enforce, the Agent’s security interest of the Lender, for its own benefit and as agent for its affiliates, in any and all of the Collateral, including, without limitation, Collateral including (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that the Guarantor’s signature thereon is required therefor, (b) causing the AgentLender’s name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Agent Lender to enforce, the Agent’s security interest of the Lender, for its own benefit and as agent for its affiliates, in such Collateral, (cb) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Agent Lender to enforce, the Agent’s security interest of the Lender, for its own benefit and as agent for its affiliates, in such Collateral, (dc) obtaining governmental and other third party waivers, consents and approvals in form and substance satisfactory to the Agentapprovals, including, without limitation, including any consent of any licensor, lessor or other person Person obligated on Collateral, (ed) using reasonable best efforts to obtain obtaining waivers from mortgagees and landlords in form and substance satisfactory to the Agent and in accordance with the terms of the Credit AgreementLender, and (fe) taking all actions under any earlier versions of required by the Uniform Commercial Code UCC in effect from time to time or under any by other law, as reasonably determined by the Agent to be applicable in any relevant Uniform Commercial Code or other UCC jurisdiction, including or by other law as applicable in any foreign jurisdiction. The Borrower further agrees to indemnify and hold the Lender harmless against claims of any Persons not a party to this Agreement concerning disputes arising over the Collateral.

Other Actions as to any and all Collateral. The Guarantor Borrower further agrees, upon request of the Agent and at the Agent’s option, to take any and all other actions as the Agent may reasonably determine to be necessary or useful for the attachment, perfection and first priority of (subject, however, to Liens permitted under the Credit Agreement), and the ability of the Agent to enforce, the Agent’s security interest in any and all of the Collateral, including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that the GuarantorBorrower’s signature thereon is required therefor, (b) causing the Agent’s name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Agent to enforce, the Agent’s security interest in such Collateral, (c) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Agent to enforce, the Agent’s security interest in such Collateral, (d) obtaining governmental and other third party waivers, consents and approvals in form and substance satisfactory to the Agent, including, without limitation, any consent of any licensor, lessor or other person obligated on Collateral, (e) using reasonable best efforts to obtain waivers from mortgagees and landlords in form and substance satisfactory to the Agent and in accordance with the terms of the Credit Agreement, and (f) taking all actions under any earlier versions of the Uniform Commercial Code or under any other law, as reasonably determined by the Agent to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction.

Other Actions as to any and all Collateral. The Guarantor Each Grantor further agrees, upon the request of the Administrative Agent and at the Administrative Agent’s option, to take any and all other actions as the Administrative Agent may reasonably determine to be necessary or useful for the attachment, perfection and first priority of (subject, however, to Liens permitted under the Credit Agreement)of, and the ability of the Administrative Agent to enforce, the Administrative Agent’s security interest in any and all of the Collateral, including, without limitation, including (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial CodeCode of any relevant jurisdiction, to the extent, if any, that the Guarantorsuch Grantor’s signature thereon is required therefor, (b) causing the Administrative Agent’s name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Administrative Agent to enforce, the Administrative Agent’s security interest in such Collateral, (c) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Administrative Agent to enforce, the Administrative Agent’s security interest in such Collateral, (d) obtaining governmental and other third party waivers, consents and approvals approvals, in form and substance reasonably satisfactory to the Administrative Agent, including, without limitation, including any consent of any licensor, lessor or other person obligated on CollateralCollateral and any party or parties whose consent is required for the security interest of the Administrative Agent to attach under §2, (e) using reasonable best efforts to obtain obtaining waivers from mortgagees and landlords in form and substance reasonably satisfactory to the Administrative Agent and in accordance with the terms of the Credit Agreement, and (f) taking all actions under any earlier versions of the Uniform Commercial Code or under any other law, as reasonably determined by the Administrative Agent to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction.

Other Actions as to any and all Collateral. The Guarantor Each Grantor further agrees, promptly upon request of the Administrative Agent and at the Administrative Agent’s option, to take any and all other actions as the Administrative Agent may reasonably determine to be necessary or useful for the attachment, perfection and first priority of (subject, however, to Liens permitted under the Credit Agreement)of, and the ability of the Administrative Agent to enforce, the Administrative Agent’s security interest in any and all of the Collateral, including, without limitation, (a) executing, to the extent, if any, that such Grantor’s signature thereon is required therefor, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that the Guarantor’s signature thereon is required thereforUCC, (b) causing the Administrative Agent’s name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Administrative Agent to enforce, the Administrative Agent’s security interest in such Collateral, (c) reserved; (d) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Administrative Agent to enforce, the Administrative Agent’s security interest in such Collateral, (de) obtaining governmental and other third party waivers, consents and approvals in form and substance reasonably satisfactory to the Administrative Agent, including, without limitation, any consent of any licensor, lessor or other person Person obligated on Collateral, (ef) using reasonable best efforts obtaining, as promptly as practicable, but in any event within ninety (90) days of any request therefor, or such other later time, if any, to obtain which the Administrative Agent may agree, waivers from mortgagees and landlords in form and substance reasonably satisfactory to the Administrative Agent and in accordance with the terms of the Credit Agreement, and (fg) taking all actions under any earlier versions of the Uniform Commercial Code UCC or under any other law, as reasonably determined by the Administrative Agent to be applicable in any relevant Uniform Commercial Code UCC or other jurisdiction, including any foreign jurisdiction.

Other Actions as to any and all Collateral. The Guarantor Borrowers further agrees, upon the request of the Administrative Agent and at the Administrative Agent’s 's option, to take any and all other actions as the Administrative Agent may reasonably determine to be necessary or useful for the attachment, perfection and first priority of (subject, however, to Liens permitted under the Credit Agreement)of, and the ability of the Administrative Agent to enforce, the Administrative Agent’s 's security interest in any and all of the Collateral, including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that the Guarantor’s Borrowers' signature thereon is required therefor, (b) causing the Administrative Agent’s 's name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Administrative Agent to enforce, the Administrative Agent’s 's security interest in such Collateral, (c) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Administrative Agent to enforce, the Administrative Agent’s 's security interest in such Collateral, (d) obtaining governmental and other third party waivers, consents and approvals approvals, in form and substance satisfactory to the Administrative Agent, including, without limitation, any consent of any licensor, lessor or other person obligated on Collateral, (e) using reasonable best efforts to obtain obtaining waivers from mortgagees and landlords in form and substance satisfactory to the Administrative Agent and in accordance with the terms of the Credit Agreement, and (f) taking all actions under any earlier versions of the Uniform Commercial Code or under any other law, as reasonably determined by the Administrative Agent to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction.

Other Actions as to any and all Collateral. The Guarantor Debtor further agrees, upon at the request and option of the Agent and at the Agent’s optionSecured Party, to take any and all other actions as the Agent Secured Party may reasonably determine to be necessary or useful for the attachment, perfection and first priority of (subject, however, to Liens permitted under the Credit Agreement)of, and the ability of the Agent Secured Party to enforce, the AgentSecured Party’s (as collateral agent for the Banks) security interest in any and all of the Collateral, including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that the GuarantorDebtor’s signature thereon is required therefor, (b) causing the AgentSecured Party’s name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Agent Secured Party to enforce, the AgentSecured Party’s (as collateral agent for the Banks) security interest in such Collateral, (c) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Agent Secured Party to enforce, the AgentSecured Party’s (as collateral agent for the Banks) security interest in such Collateral, (d) obtaining governmental and other third party waivers, consents and approvals in form and substance satisfactory to the AgentSecured Party, including, without limitation, any consent of any licensor, lessor or other person obligated on Collateral, (e) using reasonable best efforts to obtain obtaining waivers from mortgagees and landlords in form and substance satisfactory to the Agent and in accordance with the terms of the Credit Agreement, Secured Party and (f) taking all actions under any earlier versions of the Uniform Commercial Code or under any other law, as reasonably determined by the Agent Secured Party to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction.

Other Actions as to any and all Collateral. The Guarantor Borrowers further agrees, upon request of the Agent and at the Agent’s option, agree ------------------------------------------ to take any and all other actions as action reasonably requested by the Agent may reasonably determine Lender to be necessary or useful for ensure the attachment, perfection and first priority of (subject, however, to Liens permitted under the Credit Agreement)of, and the ability of the Agent Lender to enforce, the Agent’s Lender's security interest in any and all of the Collateral, Collateral subject to Permitted Liens and Permitted Perfection Limitations including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that the Guarantor’s signature thereon is required therefor, (b) causing the Agent’s Lender's name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Agent Lender to enforce, the Agent’s Lender's security interest in such Collateral, (cb) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Agent Lender to enforce, the Agent’s Lender's security interest in such Collateral, (dc) obtaining using commercially reasonable efforts to obtain governmental and other third party waivers, consents and approvals in form and substance satisfactory to the Agentapprovals, including, including without limitation, limitation any consent of any licensor, lessor or other person Person obligated on Collateral, (ed) using reasonable best efforts to obtain obtaining waivers from mortgagees and landlords in form and substance reasonably satisfactory to the Agent and in accordance with the terms of the Credit AgreementLender, and (fe) taking all actions under any earlier versions of required by the Uniform Commercial Code UCC in effect from time to time or under any by other law, as reasonably determined by the Agent to be applicable in any relevant Uniform Commercial Code or other UCC jurisdiction, including or by other law as applicable in any foreign jurisdiction. The Borrowers further agree to indemnify and hold the Lender harmless against claims of any Persons not a party to this Agreement concerning disputes arising over the Collateral.

Other Actions as to any and all Collateral. The Guarantor Each Grantor further agrees, upon at the request and option of the Agent Collateral Agent, and at subject to the Agent’s optionterms and provisions of the Intercreditor Agreement, to take any and all other actions as the Collateral Agent may reasonably determine to be necessary or useful for the attachment, perfection and first priority of (subject, however, to Liens permitted under the Credit Agreement)of, and the ability of the Collateral Agent to enforce, the Collateral Agent’s security interest 's Security Interest in any and all of the Collateral, including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that the Guarantor’s a Grantor's signature thereon is required therefor, (b) causing the Collateral Agent’s 's name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Collateral Agent to enforce, the Collateral Agent’s 's security interest in such Collateral, (c) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Agent Secured Party to enforce, the Agent’s Secured Party's security interest in such Collateral, (d) obtaining governmental and other third party waivers, consents and approvals in form and substance satisfactory to the Collateral Agent, including, without limitation, any consent of any licensor, lessor or other person obligated on Collateral, (e) using reasonable best efforts to obtain obtaining waivers from mortgagees and landlords in form and substance satisfactory to the Collateral Agent and in accordance with the terms of the Credit Agreement, and (f) taking all actions under any earlier versions of the Uniform Commercial Code or under any other law, as reasonably determined by the Agent Secured Party to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction.

Other Actions as to any and all Collateral. The Guarantor Grantors further agrees, upon request of the Agent and at the Agent’s option, agree to take any and all other actions as action reasonably requested by the Agent may reasonably determine or any other Secured Party to be necessary or useful for insure the attachment, perfection and first priority of (subject, however, subject to Liens permitted under the Credit Agreement)Permitted Liens) of, and the ability of the Agent (on behalf of the Secured Parties) to enforce, the Agent’s Secured Parties' security interest in any and all of the Collateral, Collateral including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that the Guarantor’s any Grantor's signature thereon is required therefor, (b) causing the Agent’s 's name to be noted as the secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Agent to enforce, the Agent’s 's security interest in such Collateral, (c) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Agent to enforce, the Agent’s 's security interest in such Collateral, (d) obtaining governmental and other third party waivers, consents and approvals in form and substance satisfactory to the Agentapprovals, including, including without limitation, limitation any consent of any licensor, lessor or other person obligated on Collateral, (e) using reasonable best efforts to obtain obtaining waivers from mortgagees and landlords in form and substance satisfactory to the Agent and in accordance with the terms of the Credit AgreementRequisite Purchasers, and (f) taking all actions under any earlier versions of the Uniform Commercial Code or under any required by other law, as reasonably determined by the Agent to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including or by other law as applicable in any foreign jurisdiction., and (g) delivery to the Agent of stock certificates (and stock powers duly executed in blank in favor of the Agent) covering all of the capital stock described on Schedule A.

Other Actions as to any and all Collateral. The Guarantor Each Grantor further agrees, agrees upon the request of the Administrative Agent and at the Administrative Agent’s 's option, to take any and all other actions as the Administrative Agent may reasonably determine to be necessary or useful for the attachment, perfection and first priority of (subject, however, to Liens permitted under the Credit Agreement)of, and the ability of the Administrative Agent to enforce, the Administrative Agent’s 's security interest in any and all of the Collateral, including, without limitation, Collateral including (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial CodeUCC of any relevant jurisdiction, to the extent, if any, that the Guarantor’s such Grantor's signature thereon is required therefor, (b) causing the Administrative Agent’s 's name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Administrative Agent to enforce, the Administrative Agent’s 's security interest in such Collateral, (c) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Administrative Agent to enforce, the Administrative Agent’s 's security interest in such Collateral, (d) obtaining governmental and other third party waivers, consents and approvals approvals, in form and substance reasonably satisfactory to the Agent, including, without limitation, Administrative Agent including any consent of any licensor, lessor or other person obligated on CollateralCollateral and any party or parties whose consent is required for the security interest of the Administrative Agent to attach under Section 2, (e) using commercially reasonable best efforts to obtain waivers from mortgagees and landlords in form and substance reasonably satisfactory to the Administrative Agent and in accordance with the terms of the Credit Agreementaddition to those required pursuant to Section 4.5, and (f) taking all actions under any earlier versions of the Uniform Commercial Code UCC or under any other law, as reasonably determined by the Administrative Agent to be applicable in any relevant Uniform Commercial Code UCC or other jurisdiction, including any foreign jurisdiction.

Other Actions as to any and all Collateral. The Guarantor Each Company further agrees, upon the request of the Administrative Agent and at the Administrative Agent’s option, to take any and all other actions as the Administrative Agent may reasonably determine to be necessary or useful for the attachment, perfection and first priority of (subject, however, to Liens permitted under the Credit Agreement)of, and the ability of the Administrative Agent to enforce, the Administrative Agent’s security interest in any and all of the Collateral, including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial CodeCode of any relevant jurisdiction, to the extent, if any, that the Guarantorsuch Company’s signature thereon is required therefor, (b) causing the Administrative Agent’s name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Administrative Agent to enforce, the Administrative Agent’s security interest in such Collateral, (c) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Administrative Agent to enforce, the Administrative Agent’s security interest in such Collateral, (d) obtaining governmental and other third party waivers, consents and approvals approvals, in form and substance satisfactory to the Administrative Agent, including, without limitation, any consent of any licensor, lessor or other person obligated on Collateral, (e) using reasonable best efforts to obtain obtaining waivers from mortgagees and landlords in form and substance satisfactory to the Administrative Agent and in accordance with the terms of the Credit Agreement, and (f) taking all actions under any earlier versions of the Uniform Commercial Code or under any other law, as reasonably determined by the Administrative Agent to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction, in each such case, at the Companies’ expense.

Other Actions as to any and all Collateral. The Guarantor Debtors further agreesagree, upon the request of the Agent and at the Agent’s option, to take any and all other actions as the Agent Secured Parties may reasonably determine to be necessary or useful for the attachment, perfection and first priority of (subject, however, to Liens permitted under the Credit Agreement)of, and the ability of the Agent to enforce, the Agent’s Secured Parties’ security interest interests in any and all of the Collateral, including, without limitation, including (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial CodeCode of any relevant jurisdiction, to the extent, if any, that the Guarantorsuch Debtor’s signature thereon is required therefor, (b) causing the Agent’s Secured Parties’ name to be noted as secured party parties on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Agent to enforce, the Agent’s Secured Parties security interest interests in such Collateral, (c) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Agent to enforce, the Agent’s Secured Parties security interest interests in such Collateral, (d) obtaining governmental and other third party waivers, consents and approvals approvals, in form and substance reasonably satisfactory to the AgentSecured Parties, including, without limitation, including any consent of any licensor, lessor or other person Person obligated on Collateral, (e) using reasonable best efforts to obtain obtaining waivers from mortgagees and landlords of such Debtor’s primary place of business exceeds $250,000, in form and substance reasonably satisfactory to the Agent and in accordance with the terms of the Credit Agreement, Secured Parties and (f) taking all actions under any earlier versions of the Uniform Commercial Code or under any other law, as reasonably determined by the Agent Secured Parties to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction.

Other Actions as to any and all Collateral. The Guarantor Borrower further agrees, upon at the request and option of the Agent and at the Agent’s optionLender, to take any and all other actions as the Agent Lender may reasonably determine to be necessary or useful for the attachment, perfection and first priority of (subject, however, to Liens permitted under the Credit Agreement)of, and the ability of the Agent Lender to enforce, the AgentLender’s security interest in any and all of the Collateral, including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial CodeCode and filings with the U.S. Copyright Office and/or the U.S. Patent and Trademark Office, to the extent, if any, that the GuarantorBorrower’s signature thereon is required therefor, (b) causing the AgentLender’s name to be noted as secured party Lender on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Agent Lender to enforce, the AgentLender’s security interest in such Collateral, (c) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Agent Lender to enforce, the AgentLender’s security interest in such Collateral, (d) obtaining governmental and other third party waivers, consents and approvals in form and substance satisfactory to the AgentLender, including, without limitation, any consent of any licensor, lessor or other person Person obligated on Collateral, (e) using reasonable best efforts to obtain obtaining waivers from mortgagees and landlords in form and substance satisfactory to the Agent and in accordance with the terms of the Credit Agreement, Lender and (f) taking all actions under any earlier versions of the Uniform Commercial Code or under any other law, as reasonably determined by the Agent Lender to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction.

Other Actions as to any and all Collateral. The Guarantor Borrower further agrees, upon request of the Agent and at the Agent’s optionrequest and option of Secured Parties, to take any and all other actions as the Agent Secured Parties may reasonably determine to be necessary or useful for the attachment, perfection and first priority of (subject, however, to Liens permitted under the Credit Agreement)of, and the ability of the Agent Secured Parties to enforce, the Agent’s Secured Parties’ security interest in any and all of the Collateral, including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial CodeUCC, to the extent, if any, that the GuarantorBorrower’s signature thereon is required therefor, ; (b) causing the Agent’s Secured Parties’ name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Agent Secured Parties to enforce, the Agent’s Secured Parties’ security interest in such Collateral, ; (c) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Agent Secured Parties to enforce, the Agent’s Secured Parties’ security interest in such Collateral, ; (d) obtaining governmental and other third party waivers, consents and approvals in form and substance satisfactory to the AgentSecured Parties, including, without limitation, any consent of any licensor, lessor or other person obligated on Collateral, ; (e) using reasonable best efforts to obtain obtaining waivers from mortgagees and landlords in form and substance satisfactory to the Agent and in accordance with the terms of the Credit Agreement, Secured Parties; and (f) taking all actions under any earlier versions of the Uniform Commercial Code UCC or under any other law, as reasonably determined by the Agent Secured Parties to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction.

Other Actions as to any and all Collateral. The Guarantor Debtor further agrees, upon request of the Agent and at the Agent’s optionrequest and option of Secured Party, all to the extent applicable, to (i) take any and all other commercially reasonable actions as the Agent Secured Party may reasonably determine to be necessary or useful for the attachment, perfection and first priority of (subject, however, to Liens permitted under the Credit Agreement)of, and the ability of the Agent Secured Party to enforce, Secured Party’s Security Interest, and (ii) cooperate with Secured Party in identifying all of Debtor’s personal property assets and proper descriptions of such assets for the Agent’s security interest in any and all purpose of including such assets as part of the Collateral, including, without limitationlimitation (A) authenticating, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial CodeUCC, to the extent, if any, that the GuarantorDebtor’s signature thereon is required thereforrequired, (bB) causing the AgentSecured Party’s name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Agent Secured Party to enforce, the AgentSecured Party’s security interest in such Collateral, (cC) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Agent Secured Party to enforce, the AgentSecured Party’s security interest in such Collateral, (dD) obtaining governmental and other third party waivers, consents and approvals in form and substance satisfactory to the AgentProper Form, including, without limitation, any consent of any licensor, lessor or other person Person obligated on Collateral, (eE) using reasonable best efforts to obtain obtaining waivers from mortgagees and landlords in form and substance reasonably satisfactory to the Agent and in accordance with the terms of the Credit AgreementSecured Party, and (fF) taking all actions under any earlier versions of the Uniform Commercial Code UCC or under any other lawLaw, as reasonably determined by the Agent Secured Party to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction, (G) providing Secured Party promptly upon its request with proper legal descriptions of, and all other information and documents pertaining to, Debtor’s interest in real property, deposit accounts, brokerage accounts, jewelry and all other personal property assets of Debtor, and (H) providing such other information and documents, and executing such other appropriate documents or instruments as Secured Party may reasonably request in order to give effect to this Agreement and the collateral security contemplated by this Agreement.

Other Actions as to any and all Collateral. The Guarantor Each Obligor further agrees, upon the request of the Collateral Agent and at the Collateral Agent’s option, to take any and all other actions as the Collateral Agent may reasonably determine to be necessary or useful for the attachment, and perfection and first priority of (subject, however, to Liens permitted under the Credit Agreement)of, and the ability of the Collateral Agent to enforce, the Collateral Agent’s security interest in any and all of the Collateral, including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that the Guarantorany Obligor’s signature thereon is required therefor, (b) causing the Collateral Agent’s name to be noted as secured party on any certificate of title for a titled good with a book value in excess of $50,000 if such notation is a condition to attachment, perfection or priority of, or ability of the Collateral Agent to enforce, the Collateral Agent’s security interest in such Collateral, (c) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority ofperfection, or ability of the Collateral Agent to enforce, the Collateral Agent’s security interest in such Collateral, (d) obtaining using commercially reasonable efforts to obtain governmental and other third party waivers, consents and approvals approvals, in form and substance reasonably satisfactory to the Collateral Agent, including, without limitation, any consent of any licensor, lessor or other person obligated on Collateral, and (e) using reasonable best efforts to obtain waivers from mortgagees and landlords in form and substance satisfactory to the Agent and in accordance with the terms of the Credit Agreement, and (f) taking all actions under any earlier versions of the Uniform Commercial Code or under any other law, as reasonably determined by the Collateral Agent to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction.

Other Actions as to any and all Collateral. The Guarantor Each Credit Party further agrees, upon the request of the Security Agent and at the Security Agent’s option, to take any and all other actions as the Security Agent may reasonably determine to be necessary or useful for the attachment, perfection and first priority of (subject, however, to Liens permitted under the Credit Agreement)of, and the ability of the Security Agent to enforce, the Security Agent’s security interest in any and all of the Collateral, including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial CodeUCC of any relevant jurisdiction, to the extent, if any, that the Guarantorsuch Credit Party’s signature thereon is required therefor, (b) causing the Security Agent’s name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Security Agent to enforce, the Security Agent’s security interest in such Collateral, (c) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Security Agent to enforce, the Security Agent’s security interest in such Collateral, (d) obtaining governmental and other third party waivers, consents and approvals approvals, in form and substance satisfactory to the Security Agent, including, without limitation, any consent of any licensor, lessor or other person obligated on Collateral, (e) using reasonable best efforts to obtain obtaining waivers from mortgagees and landlords in form and substance satisfactory to the Security Agent and in accordance with the terms of the Credit Agreement, and (f) taking all actions under any earlier versions of the Uniform Commercial Code UCC or under any other law, as reasonably determined by the Security Agent to be applicable in any relevant Uniform Commercial Code UCC or other jurisdiction, including any foreign jurisdiction.

Other Actions as to any and all Collateral. The Guarantor Each Grantor further agrees, upon the request of the Administrative Agent and at the Administrative Agent’s option, to take any and all other actions as the Administrative Agent may reasonably determine to be necessary or useful for the attachment, perfection and first priority of (subject, however, to Liens permitted under the Credit Agreement)of, and the ability of the Administrative Agent to enforce, the Administrative Agent’s security interest in any and all of the Collateral, including, without limitation, including (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial CodeCode of any relevant jurisdiction, to the extent, if any, that the Guarantorsuch Grantor’s signature thereon is required therefor, (b) causing the Administrative Agent’s name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Administrative Agent to enforce, the Administrative Agent’s security interest in such Collateral, (c) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Administrative Agent to enforce, the Administrative Agent’s security interest in such Collateral, (d) obtaining using commercially reasonable efforts to obtain governmental and other third party waivers, consents and approvals approvals, in form and substance satisfactory to the Administrative Agent, including, without limitation, including any consent of any licensor, lessor or other person obligated on Collateral, and any party or parties whose consent is required for the security interest of the Administrative Agent to attach under §2.3, (e) using commercially reasonable best efforts to obtain waivers from mortgagees and landlords in form and substance satisfactory to the Administrative Agent and in accordance with the terms of the Credit Agreement, and (f) taking all actions under any earlier versions of the Uniform Commercial Code or under any other law, as reasonably determined by the Administrative Agent to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction.

Other Actions as to any and all Collateral. The Guarantor Borrowers further agrees, upon the request of the Agent and at the Agent’s option, to take any and all other actions as the Agent may reasonably determine to be necessary or useful for the attachment, perfection and first priority of (subject, however, to Liens permitted under the Credit Agreement)of, and the ability of the Agent to enforce, the Agent’s security interest in any and all of the Collateral, including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that the Guarantor’s Borrowers’ signature thereon is required therefor, (b) causing the Agent’s name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Agent to enforce, the Agent’s security interest in such Collateral, (c) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Agent to enforce, the Agent’s security interest in such Collateral, (d) obtaining governmental and other third party waivers, consents and approvals approvals, in form and substance satisfactory to the Agent, including, without limitation, any consent of any licensor, lessor or other person obligated on Collateral, (e) using reasonable best efforts to obtain obtaining waivers from mortgagees and landlords in form and substance reasonably satisfactory to the Agent and in accordance with the terms of the Credit Agreement, and (f) taking all actions under any earlier versions of the Uniform Commercial Code or under any other law, as reasonably determined by the Agent to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction.

Other Actions as to any and all Collateral. The Guarantor Borrower further agrees, upon request of the Agent Lender and at the Agent’s Lender's option, to take any and all other actions as the Agent Lender may reasonably determine to be necessary or useful for the attachment, perfection and first priority of (subject, however, to Liens permitted under the Credit Agreement)of, and the ability of the Agent Lender to enforce, the Agent’s Lender's security interest in any and all of the Collateral, including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that the Guarantor’s Borrower's signature thereon is required therefor, (b) causing the Agent’s Lender's name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Agent Lender to enforce, the Agent’s Lender's security interest in such Collateral, (c) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Agent Lender to enforce, the Agent’s Lender's security interest in such Collateral, (d) obtaining governmental and other third party waivers, consents and approvals in form and substance satisfactory to the AgentLender, including, without limitation, any consent of any licensor, lessor or other person obligated on Collateral, (e) using reasonable best efforts to obtain obtaining waivers from mortgagees and landlords in form and substance satisfactory to the Agent and in accordance with the terms of the Credit Agreement, Lender and (f) taking all actions under any earlier versions of the Uniform Commercial Code or under any other law, as reasonably determined by the Agent Lender to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction.

Other Actions as to any and all Collateral. The Guarantor Each Obligor further agrees, upon the request of the Collateral Agent and at the Collateral Agent’s 's option, to take any and all other actions as the Collateral Agent may reasonably determine to be necessary or useful for the attachment, perfection and first priority of (subject, however, to Liens permitted under the Credit Agreement)of, and the ability of the Collateral Agent to enforce, the Collateral Agent’s 's security interest in any and all of the Collateral, including, without limitation, including (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial CodeCode of any relevant jurisdiction, to the extent, if any, that the Guarantor’s Company's signature thereon is required therefor, (b) causing the Collateral Agent’s 's name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Collateral Agent to enforce, the Collateral Agent’s 's security interest in such Collateral, (c) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Collateral Agent to enforce, the Collateral Agent’s 's security interest in such Collateral, (d) obtaining governmental and other third party waivers, consents and approvals approvals, in form and substance satisfactory to the Collateral Agent, including, without limitation, including any consent of any licensor, lessor or other person obligated on Collateral, (e) using reasonable best efforts to obtain obtaining waivers from mortgagees mortgagees, warehousemen, bailees and landlords with respect to any locations holding Collateral with a net book value in excess of $1,000,000, in form and substance satisfactory to the Collateral Agent and in accordance with the terms of the Credit Agreement, and (f) taking all actions under any earlier versions of the Uniform Commercial Code or under any other law, as reasonably determined by the Collateral Agent to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction.

Other Actions as to any and all Collateral. The Guarantor Company further agrees, upon the request of the Agent Lender and at the Agent’s Lender's option, to take any and all other actions as the Agent Lender may reasonably determine to be necessary or useful for the attachment, perfection and first priority of (subject, however, to Liens permitted under the Credit Agreement)of, and the ability of the Agent Lender to enforce, the Agent’s Lender's security interest in any and all of the Collateral, including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that the Guarantor’s Company's signature thereon is required therefor, (b) causing the Agent’s Lender's name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Agent Lender to enforce, the Agent’s Lender's security interest in such Collateral, (c) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Agent Lender to enforce, the Agent’s Lender's security interest in such Collateral, (d) obtaining use commercially reasonable efforts to obtain governmental and other third party waivers, consents and approvals approvals, in form and substance satisfactory to the AgentLender, including, without limitation, any consent of any governmental agency, licensor, lessor or other person obligated on Collateral, (e) using use commercially reasonable best efforts to obtain waivers from mortgagees and landlords in form and substance reasonably satisfactory to the Agent and in accordance with the terms of the Credit Agreement, Lender and (f) taking all actions under any earlier versions of the Uniform Commercial Code or under any other law, as reasonably determined by the Agent Lender to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction.

Other Actions as to any and all Collateral. The Guarantor Each Debtor further agrees, upon at the reasonable request of the Agent and at the Agent’s optionXxxxxx, to take any and all other actions as the Agent Lender may reasonably determine to be necessary or useful for the attachment, perfection and first priority of (subject, however, subject to Liens permitted under the Credit Agreement)Permitted Liens) of, and the ability of the Agent Lender to enforce, the AgentXxxxxx’s security interest in any and all of the Collateral, including, without limitation, (ai) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that the Guarantorsuch Debtor’s signature thereon is required therefor, (bii) causing the AgentXxxxxx’s name to be noted as secured party on any certificate of title for titled goods having a titled good value in excess of $100,000 if such notation is a condition to attachment, perfection or priority of, or ability of the Agent Lender to enforce, the AgentXxxxxx’s security interest in such Collateral, (ciii) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Agent Lender to enforce, the AgentLender’s security interest in such Collateral, (div) obtaining using commercially reasonable efforts to obtain governmental and other third party waivers, consents and approvals in form and substance reasonably satisfactory to the AgentLender, including, without limitation, any consent of any licensor, lessor or other person obligated on Collateral, (ev) using commercially reasonable best efforts to obtain waivers from mortgagees and landlords at any location of a Debtor at which Collateral having a value in excess of $100,000 is located in form and substance satisfactory to the Agent and in accordance with the terms of the Credit Agreement, Lender and (fvi) taking all actions under any earlier versions of the Uniform Commercial Code or under any other lawLaw, as reasonably determined by the Agent Lender, to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction.

Other Actions as to any and all Collateral. The Guarantor Borrower further agrees, upon the reasonable request of the Agent and at the Agent’s option, to take any and all other actions as the Agent may reasonably determine to be necessary or useful for the attachment, perfection and and, subject to Permitted Prior Liens, first priority of (subject, however, to Liens permitted under the Credit Agreement)of, and the ability of the Agent to enforce, the Agent’s security interest in any and all of the Collateral, including, without limitation, including (a) executingexecuting (to the extent, if any, that the Borrower’s signature thereon is required therefor), delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial CodeCode of any relevant jurisdiction, to the extent, if any, that the GuarantorBorrower’s signature thereon is required therefor, (b) causing the Agent’s name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Agent to enforce, the Agent’s security interest in such Collateral, (c) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Agent to enforce, the Agent’s security interest in such Collateral, (d) obtaining governmental and other third party waivers, consents and approvals approvals, in form and substance reasonably satisfactory to the Agent, including, without limitation, including any consent of any licensor, lessor or other person obligated on Collateral, and any party or parties whose consent is required for the security interest of the Agent to attach under Section 2.1, (e) using reasonable best efforts to obtain obtaining waivers from mortgagees and landlords in form and substance reasonably satisfactory to the Agent and in accordance with the terms of the Credit Agreement, and (f) taking all actions under any earlier versions of the Uniform Commercial Code or under any other law, as reasonably determined by the Agent to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction.

Other Actions as to any and all Collateral. The Guarantor Each Obligor further agrees, upon request of the Collateral Agent and at the Collateral Agent’s 's option, to take any and all other actions action as the Collateral Agent may reasonably determine to be necessary or useful for the attachment, perfection and first priority of (subject, however, to Liens permitted under the Credit Agreement)of, and the ability of the Collateral Agent to enforce, the Collateral Agent’s 's security interest in any and all of the Collateral, including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that the Guarantor’s such Obligor's signature thereon is required therefor, (b) causing the Collateral Agent’s 's name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Collateral Agent to enforce, the Collateral Agent’s 's security interest in such Collateral, (c) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Collateral Agent to enforce, the Collateral Agent’s 's security interest in such Collateral, (d) obtaining governmental and other third party waivers, consents and approvals in form and substance satisfactory to the Collateral Agent, including, without limitation, any consent of any licensor, lessor or other person obligated on Collateral, (e) using reasonable best efforts to obtain obtaining waivers from mortgagees and landlords in form and substance satisfactory to the Collateral Agent and in accordance with the terms of the Credit Agreement, and (f) taking all actions under any earlier versions of the Uniform Commercial Code or under any other law, as reasonably determined by the Collateral Agent to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction.

Other Actions as to any and all Collateral. The Guarantor Debtor further agrees, upon request of the Agent and at the Agent’s option, agrees to take any and all other actions as action reasonably requested by the Agent may reasonably determine Secured Party to be necessary or useful for ensure the attachment, perfection and first third priority of (subject, however, subject only to Liens permitted under the prior Lien of the Agent pursuant to the Senior Credit Agreement and the Lien of the Senior Note Purchaser pursuant to the Senior Subordinated Note Purchase Agreement), and the ability of the Agent Secured Party to enforce, the AgentSecured Party’s security interest in any and all of the Collateral, Collateral including, without limitation, (ai) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that the GuarantorDebtor’s signature thereon is required therefor, (bii) causing the AgentSecured Party’s name to be noted as secured party on any certificate of title for a titled good Good if such notation is a condition to attachment, perfection or priority of, or ability of the Agent Secured Party to enforce, the AgentSecured Party’s security interest in such Collateral, (ciii) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Agent Secured Party to enforce, the AgentSecured Party’s security interest in such Collateral, (div) obtaining governmental and other third party waivers, consents and approvals in form and substance satisfactory to the Agentapprovals, including, including without limitation, limitation any consent of any licensor, lessor or other person obligated on Collateral, (ev) using reasonable best efforts to obtain obtaining waivers from mortgagees and landlords in form and substance satisfactory to the Agent and in accordance with the terms of the Credit Agreement, Secured Party and (fvi) taking all actions under required by any earlier versions of the Uniform Commercial Code or under any by other law, as reasonably determined by the Agent to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including or by other law as applicable in any foreign jurisdiction.

Other Actions as to any and all Collateral. The Guarantor Each Debtor further agrees, upon request of the Agent and at the request and option of Agent’s option, to take any and all other actions as the Agent may reasonably determine to be necessary or useful for the attachment, perfection and first priority of (subject, however, to Liens permitted under the Credit Agreement)of, and the ability of the Agent to enforce, the Agent’s Secured Parties’ security interest in any and all of the Collateral, including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that the Guarantorsuch Debtor’s signature thereon is required therefor, (b) causing the Agent’s or the Secured Parties’ name or names to be noted as secured party party(s) on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Agent to enforce, the Agent’s Secured Parties’ security interest in such Collateral, (c) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of Agent or the Agent Secured Parties to enforce, the Agent’s Secured Parties’ security interest in such Collateral, (d) obtaining governmental and other third third-party waivers, consents and approvals in form and substance satisfactory to the Agent, including, without limitation, any consent of any licensor, lessor or other person obligated on Collateral, (e) using reasonable best efforts to obtain obtaining waivers from mortgagees and landlords in form and substance satisfactory to the Agent and in accordance with the terms of the Credit Agreement, and (f) taking all actions under any earlier versions of the Uniform Commercial Code or under any other law, as reasonably determined by the Agent to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction.

Other Actions as to any and all Collateral. The Guarantor further Borrower agrees, upon request of the Agent Lender and at the AgentLender’s option, to take any and all other actions as the Agent Lender may reasonably determine to be necessary or useful for the attachment, attachment and perfection and first priority of (subject, however, to Liens permitted under the Credit Agreement)of, and the ability of the Agent Lender to enforce, the AgentLender’s security interest in any and all of the Collateral, including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that the GuarantorBorrower’s signature signatures thereon is required therefortherefore, (b) causing the AgentLender’s name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Agent Lender to enforce, the AgentLender’s security interest in such Collateral, (c) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Agent Lender to enforce, the AgentLender’s security interest in such Collateral, (d) obtaining governmental and other third party waivers, consents and approvals in form and substance satisfactory to the AgentLender, including, without limitation, any consent of any licensor, lessor or other person obligated on Collateral, (e) using reasonable best efforts to obtain obtaining waivers from mortgagees and landlords in form and substance satisfactory to the Agent and in accordance with the terms of the Credit Agreement, Lender and (f) taking all actions under any earlier versions of the Uniform Commercial Code or under any other law, as reasonably determined by the Agent Lender to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction.

Other Actions as to any and all Collateral. The Guarantor Borrower further agrees, upon at the reasonable request and option of the Agent and at the Collateral Agent’s option, to take any and all other reasonable actions as the Collateral Agent may reasonably determine to be necessary or useful for the attachment, perfection perfection, and first priority of (subject, however, to Liens permitted under the Credit Agreement)of, and the ability of the Collateral Agent to enforceenforce for the benefit of the Secured Parties, the Collateral Agent’s security interest in any and all of the Collateral, including, without limitation, : (ai) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that the Guarantor’s Borrower's signature thereon is required therefor, (bii) causing the Collateral Agent’s name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection perfection, or priority of, or ability of the Collateral Agent to enforce, the Collateral Agent’s security interest in such Collateral, (ciii) complying with any provision of any statute, regulation regulation, or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection perfection, or priority of, or ability of the Collateral Agent to enforce, the Collateral Agent’s security interest in such Collateral, (d) obtaining governmental and other third party waivers, consents and approvals in form and substance satisfactory to the Agent, including, without limitation, any consent of any licensor, lessor or other person obligated on Collateral, (e) using reasonable best efforts to obtain waivers from mortgagees and landlords in form and substance satisfactory to the Agent and in accordance with the terms of the Credit Agreement, and (fiv) taking all actions under any NEWYORK01 1276247v4 232444-000001 earlier versions of the Uniform Commercial Code or under any other law, as reasonably determined by the Collateral Agent to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction.

Other Actions as to any and all Collateral. The Guarantor Each Grantor further agrees, upon the request of the Collateral Agent and at the Collateral Agent’s option, to take any and all other actions as the Collateral Agent may reasonably determine to be necessary or useful for the attachment, perfection and first priority of (subject, however, to Liens permitted under the Credit Agreement)of, and the ability of the Collateral Agent to enforce, the Collateral Agent’s security interest in any and all of the Collateral, including, without limitation, including (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial CodeCode of any relevant jurisdiction, to the extent, if any, that the Guarantorsuch Grantor’s signature thereon is required therefor, (b) causing the Collateral Agent’s name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Collateral Agent to enforce, the Collateral Agent’s security interest in such Collateral, (c) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Collateral Agent to enforce, the Collateral Agent’s security interest in such Collateral, (d) obtaining governmental and other third party waivers, consents and approvals approvals, in form and substance satisfactory to the Collateral Agent, including, without limitation, including any consent of any licensor, lessor or other person obligated on Collateral, (e) using reasonable best efforts to obtain obtaining waivers from mortgagees and landlords in form and substance satisfactory to the Collateral Agent and in accordance with the terms of the Credit Agreement, and (f) taking all actions under any earlier versions of the Uniform Commercial Code or under any other law, as reasonably determined by the Collateral Agent to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction.

Other Actions as to any and all Collateral. The Company and each Guarantor further agrees, upon request of the Agent Lender and at the Agent’s Lender's option, to take any and all other actions as the Agent Lender may reasonably determine to be necessary or useful for the attachment, perfection and first priority of (subject, however, to Liens permitted under the Credit Agreement)of, and the ability of the Agent Lender to enforce, the Agent’s Lender's security interest in any and all of the Collateral, including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that the Company's or any Guarantor’s 's signature thereon is required therefor, (b) causing the Agent’s Lender's name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Agent Lender to enforce, the Agent’s Lender's security interest in such Collateral, (c) complying with any provision of any statute, regulation or treaty of the United States or any applicable foreign jurisdiction as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Agent Lender to enforce, the Agent’s Lender's security interest in such Collateral, (d) obtaining governmental and other third party waivers, consents and approvals in form and substance satisfactory to the AgentLender, including, without limitation, any consent of any licensor, lessor or other person obligated on Collateral, (e) using reasonable best efforts to obtain obtaining waivers from mortgagees and landlords in form and substance satisfactory to the Agent and in accordance with the terms of the Credit Agreement, Lender and (f) taking all actions under any earlier versions of the Uniform Commercial Code or under any other law, as reasonably determined by the Agent Lender to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction.

Other Actions as to any and all Collateral. The Guarantor Grantor further agrees, upon the reasonable request of the Agent Lender and at the AgentLender’s option, to take any and all other actions as the Agent Lender may reasonably determine to be necessary or useful for the attachment, perfection and first priority of (subject, however, to Liens permitted under the Credit Agreement)of, and the ability of the Agent Lender to enforce, the AgentLender’s security interest in any and all of the Collateral, including, without limitation, (ai) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial CodeUCC, to the extent, if any, that the GuarantorGrantor’s signature thereon is required therefor, (bii) causing the AgentLender’s name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Agent Lender to enforce, the AgentLender’s security interest in such Collateral, (ciii) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Agent Lender to enforce, the AgentLender’s security interest in such Collateral, (div) obtaining governmental and other third party waivers, consents and approvals in form and substance satisfactory to the AgentLender, including, without limitation, any consent of any licensor, lessor or other person obligated on Collateral, (ev) using reasonable best efforts to obtain obtaining waivers from mortgagees and landlords in form and substance satisfactory to the Agent and in accordance with the terms of the Credit Agreement, Lender and (fvi) taking all actions under any earlier versions of the Uniform Commercial Code or under any other law, as reasonably determined by the Agent Lender to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction.

Other Actions as to any and all Collateral. The Guarantor further agrees, upon request of the Agent and at the Agent’s option, to Each Grantor promptly shall take any and all other actions as action reasonably requested by the Administrative Agent may reasonably determine to be necessary or useful for ensure the attachment, perfection and first priority of status (subject, however, subject to no equal or prior Liens other than the Liens created by the Collateral Documents and other Liens expressly permitted under the Credit Agreement)) of, and the ability of the Administrative Agent to enforce, the Agent’s security interest Security Interest in any and all of the Collateral, Collateral including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto (and continuations thereof) under the Uniform Commercial CodeUCC, to the extent, if any, that the Guarantor’s its signature thereon is required therefor, ; (b) causing the Administrative Agent’s name to be noted as secured party Administrative Agent on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Administrative Agent to enforce, the Agent’s security interest Security Interest in such Collateral, ; (c) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to the attachment, perfection or priority of, or the ability of the Administrative Agent to enforce, the Agent’s security interest Security Interest in such Collateral, ; (d) obtaining using its best efforts to obtain any governmental and other third party waivers, consents and approvals in form and substance satisfactory to the Agentapprovals, including, including without limitation, limitation any consent of any licensor, lessor or other person obligated on Collateral, ; (e) using reasonable its best efforts to obtain any waivers from mortgagees mortgagees, bailees, landlords and landlords any other person who has possession of or any interest in any Collateral or any real property on which any Collateral may be located, in form and substance satisfactory to the Agent and in accordance with the terms of the Credit Agreement, Administrative Agent; and (f) taking all actions under any earlier versions of required by the Uniform Commercial Code UCC or under any by other lawLaw, as reasonably determined by the Agent to be applicable in any relevant Uniform Commercial Code or other UCC jurisdiction, including or by other Law as applicable in any foreign domestic jurisdiction.

Other Actions as to any and all Collateral. The Guarantor Debtor further agrees, upon request of the Agent and at the Agent’s optionrequest and option of Secured Party, all to the extent applicable, to (i) take any and all other commercially reasonable actions as the Agent Secured Party may reasonably determine to be necessary or useful for the attachment, perfection and first priority of (subject, however, to Liens permitted under the Credit Agreement)of, and the ability of the Agent Secured Party to enforce, Secured Party’s Security Interest, and (ii) cooperate with Secured Party in identifying all of Debtor’s personal property assets and proper descriptions of such assets for the Agent’s security interest in any and all purpose of including such assets as part of the Collateral, including, without limitationlimitation (A) authenticating, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial CodeUCC, to the extent, if any, that the GuarantorDebtor’s signature thereon is required thereforrequired, (bB) causing the AgentSecured Party’s name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Agent Secured Party to enforce, the AgentSecured Party’s security interest in such Collateral, (cC) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Agent Secured Party to enforce, the AgentSecured Party’s security interest in such Collateral, (dD) obtaining governmental and other third party waivers, consents and approvals in form and substance satisfactory to the AgentProper Form, including, without limitation, any consent of any licensor, lessor or other person Person obligated on Collateral, (eE) using reasonable best efforts to obtain obtaining waivers from mortgagees and landlords in form and substance satisfactory to the Agent and in accordance with the terms of the Credit AgreementSecured Party, and (fF) taking all actions under any earlier versions of the Uniform Commercial Code UCC or under any other lawLaw, as reasonably determined by the Agent Secured Party to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction, (G) providing Secured Party promptly upon its request with proper legal descriptions of, and all other information and documents pertaining to, Debtor’s interest in real property, deposit accounts, brokerage accounts, jewelry and all other personal property assets of Debtor, and (H) providing such other information and documents, and executing such other appropriate documents or instruments as Secured Party may request in order to give effect to this Agreement and the collateral security contemplated by this Agreement.

Other Actions as to any and all Collateral. The Guarantor Company further agrees, upon request of the Agent Lender and at the AgentLender’s option, to take any and all other actions as the Agent Lender may reasonably determine to be necessary or useful for the attachment, perfection and first priority of (subject, however, to Liens permitted under the Credit Agreement)of, and the ability of the Agent Lender to enforce, the AgentLender’s security interest in any and all of the Collateral, including, without limitation, including (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial CodeCode of any relevant jurisdiction, to the extent, if any, that the GuarantorCompany’s signature thereon is required therefor, (b) causing the AgentLender’s name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Agent Lender to enforce, the AgentLender’s security interest in such Collateral, (c) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Agent Lender to enforce, the AgentLender’s security interest in such Collateral, (d) obtaining governmental and other third party waivers, consents and approvals in form and substance satisfactory to the AgentLender, including, without limitation, including any consent of any licensor, lessor or other person obligated on CollateralCollateral and any party or parties whose consent is required for the security interest of the Lender to attach under §2.3, (e) using reasonable best efforts to obtain obtaining waivers from mortgagees and landlords in form and substance satisfactory to the Agent and in accordance with the terms of the Credit Agreement, Lender and (f) taking all actions under any earlier versions of the Uniform Commercial Code or under any other law, as reasonably determined by the Agent Lender to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction.

Other Actions as to any and all Collateral. The Guarantor Co-Borrowers further agrees, upon request of the Agent and at the Agent’s option, agree to take any and all other actions as action reasonably requested by the Agent may reasonably determine Lender to be necessary or useful for ensure the attachment, perfection and first priority of (subject, however, subject to Liens permitted under the Credit Agreement)Permitted Liens) of, and the ability of the Agent Lender to enforce, the Agent’s Lender's security interest in any and all of the Collateral, including, without limitation, including (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that the Guarantor’s signature thereon is required therefor, (b) causing the Agent’s Lender's name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Agent Lender to enforce, the Agent’s Lender's security interest in such Collateral, (cb) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Agent Lender to enforce, the Agent’s Lender's security interest in such Collateral, (dc) obtaining using commercially reasonable efforts to obtain governmental and other third party waivers, consents and approvals in form and substance satisfactory to the Agentapprovals, including, without limitation, including any consent of any licensor, lessor or other person Person obligated on Collateral, (ed) using commercially reasonable best efforts to obtain waivers from mortgagees and landlords in form and substance satisfactory to the Agent and in accordance with the terms of the Credit AgreementLender, and (fe) taking all actions under any earlier versions of required by the Uniform Commercial Code UCC in effect from time to time or under any by other law, as reasonably determined by the Agent to be applicable in any relevant Uniform Commercial Code or other UCC jurisdiction, including or by other law as applicable in any foreign jurisdiction. The Co-Borrowers further agree to indemnify and hold the Lender harmless against claims of any Persons not a party to this Agreement concerning disputes arising over the Collateral, except for claims arising from Liens encumbering the assets acquired in the Acquisition and other matters, in each case, that were in existence prior to the Closing Date which were not disclosed by the Lender to the Co-Borrowers under the Acquisition Agreement.

Other Actions as to any and all Collateral. The Guarantor Each Obligor further agrees, upon the request of the Collateral Agent and at the Collateral Agent’s 's option, to take any and all other actions as the Collateral Agent may reasonably determine to be necessary or useful for the attachment, and perfection and first priority of (subject, however, to Liens permitted under the Credit Agreement)of, and the ability of the Collateral Agent to enforce, the Collateral Agent’s 's security interest in any and all of the Collateral, including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that the Guarantor’s any Obligor's signature thereon is required therefor, (b) causing the Collateral Agent’s 's name to be noted as secured party on any certificate of title for a titled good with a book value in excess of $50,000 if such notation is a condition to attachment, perfection or priority of, or ability of the Collateral Agent to enforce, the Collateral Agent’s 's security interest in such Collateral, (c) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority ofperfection, or ability of the Collateral Agent to enforce, the Collateral Agent’s 's security interest in such Collateral, (d) obtaining using commercially reasonable efforts to obtain governmental and other third party waivers, consents and approvals approvals, in form and substance reasonably satisfactory to the Collateral Agent, including, without limitation, any consent of any licensor, lessor or other person obligated on Collateral, and (e) using reasonable best efforts to obtain waivers from mortgagees and landlords in form and substance satisfactory to the Agent and in accordance with the terms of the Credit Agreement, and (f) taking all actions under any earlier versions of the Uniform Commercial Code or under any other law, as reasonably determined by the Collateral Agent to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction.

Other Actions as to any and all Collateral. The Guarantor Company further agrees, upon the request of the Collateral Agent and at the Collateral Agent’s 's option, to take any and all other actions as the Collateral Agent may reasonably determine to be necessary or useful for the attachment, perfection and first priority of (subject, however, to Liens permitted under the Credit Agreement)of, and the ability of the Collateral Agent to enforce, the Collateral Agent’s 's security interest in any and all of the Collateral, including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial CodeCode as in effect in any relevant jurisdiction, to the extent, if any, that the Guarantor’s Company's signature thereon is required therefor, (b) causing the Collateral Agent’s 's name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Collateral Agent to enforce, the Collateral Agent’s 's security interest in such Collateral, (c) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Collateral Agent to enforce, the Collateral Agent’s 's security interest in such Collateral, (d) obtaining using commercially reasonable efforts to obtain governmental and other third party waivers, consents and approvals approvals, in form and substance reasonably satisfactory to the Collateral Agent, including, without limitation, any consent of any licensor, lessor or other person obligated on Collateral, and (e) using reasonable best efforts to obtain waivers from mortgagees and landlords in form and substance satisfactory to the Agent and in accordance with the terms of the Credit Agreement, and (f) taking all actions under any earlier versions of the Uniform Commercial Code or under any other law, as reasonably determined by the Collateral Agent to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction.

Other Actions as to any and all Collateral. The Guarantor Borrower further agrees, upon request of the Agent Lender and at the AgentLender’s option, to take any and all other actions action as the Agent Lender may reasonably determine to be necessary or useful for the attachment, perfection and first priority of (subject, however, to Liens permitted under the Credit Agreement)of, and the ability of the Agent Lender to enforce, the AgentLender’s security interest in any and all of the Collateral, including, without limitation, limitation (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that the Guarantorany of Borrower’s signature thereon is required therefor, (b) causing the AgentLender’s name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Agent Lender to enforce, the AgentLender’s security interest in such Collateral, (c) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Agent Lender to enforce, the AgentLender’s security interest in such Collateral, (d) obtaining governmental and other third party waivers, consents and approvals in form and substance satisfactory to the AgentLender, including, without limitation, any consent of any licensor, lessor or other person Person obligated on the Collateral, (e) using reasonable best efforts to obtain obtaining waivers from mortgagees and landlords in form and substance satisfactory to the Agent and in accordance with the terms of the Credit Agreement, Lender and (f) taking all actions under any earlier versions of the Uniform Commercial Code or under any other law, as reasonably determined by the Agent Lender to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction.

Other Actions as to any and all Collateral. The Guarantor Company further agrees, upon request of the Agent Empire and at the Agent’s Empire's option, to take any and all other actions as the Agent Empire may reasonably determine to be necessary or useful for the attachment, perfection and first priority of (subject, however, to Liens permitted under the Credit Agreement)of, and the ability of the Agent Empire to enforce, the Agent’s Empire's security interest in any and all of the Collateral, includingand grants Empire an irrevocable power of attorney to effectuate any of the same in the name and on behalf of Empire, without limitation, including (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial CodeCode of any relevant jurisdiction, to the extent, if any, that the Guarantor’s Company's signature thereon is required therefor, (b) causing the Agent’s Empire's name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Agent Empire to enforce, the Agent’s Empire's security interest in such Collateral, (c) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Agent Empire to enforce, the Agent’s Empire's security interest in such Collateral, (d) obtaining governmental and other third party waivers, consents and approvals in form and substance satisfactory to the AgentEmpire, including, without limitation, including any consent of any licensor, lessor or other person obligated on Collateral, (e) using reasonable best efforts to obtain obtaining waivers from mortgagees and landlords in form and substance satisfactory to the Agent and in accordance with the terms of the Credit Agreement, Empire and (f) taking all actions under any earlier versions of the Uniform Commercial Code or under any other law, as reasonably determined by the Agent Empire to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction.

Other Actions as to any and all Collateral. The Guarantor Company further agrees, upon request of the Agent and at the Agent’s 's option, to take any and all other actions action as the Agent or the Lenders may reasonably determine to be necessary or useful for the attachment, perfection and first priority of (subject, however, to Liens permitted under the Credit Agreement)of, and the ability of the Agent to enforce, the Agent’s 's security interest in any and all of the CollateralCollateral for the ratable benefit of the Lenders and the Agent, including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that the Guarantor’s Company's signature thereon is required therefor, (b) causing the Agent’s 's name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Agent to enforce, the Agent’s 's security interest in such Collateral, (c) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Agent to enforce, the Agent’s 's security interest in such Collateral, (d) obtaining governmental and other third party waivers, consents and approvals in form and substance satisfactory to the Agent, including, without limitation, any consent of any licensor, lessor or other person obligated on Collateral, (e) using reasonable best efforts to obtain obtaining waivers from mortgagees and landlords in form and substance satisfactory to the Agent and in accordance with the terms of the Credit Agreement, and (f) taking all actions under any earlier versions of the Uniform Commercial Code or under any other law, as reasonably determined by the Agent to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction.

Other Actions as to any and all Collateral. The Borrower or the Guarantor further agreesagree, upon reasonable request of the Agent Lender and at the Agent’s Lender's option, to take any and all other actions action as the Agent Lender may reasonably determine to be necessary or useful for the attachment, perfection and first priority of (subject, however, to Liens permitted under the Credit Agreement)of, and the ability of the Agent Lender to enforce, the Agent’s Lender's security interest in any and all of the Collateral, including, without limitation, limitation (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that the Borrower's or Guarantor’s 's signature thereon is required therefor, (b) causing the Agent’s Lender's name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Agent Lender to enforce, the Agent’s Lender's security interest in such Collateral, (c) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Agent Lender to enforce, the Agent’s Lender's security interest in such Collateral, (d) obtaining governmental and other third party waivers, consents and approvals in form and substance satisfactory to the AgentLender, including, without limitation, any consent of any licensor, lessor or other person obligated on the Collateral, (e) using reasonable best efforts to obtain obtaining waivers from mortgagees and landlords in form and substance satisfactory to the Agent and in accordance with the terms of the Credit Agreement, Lender and (f) taking all actions under any earlier versions of the Uniform Commercial Code or under any other law, as reasonably determined by the Agent Lender to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction.

Other Actions as to any and all Collateral. The Guarantor Each Company further agrees, upon the request of the Administrative Agent and at the Administrative Agent’s 's option, to take any and all other actions as the Administrative Agent may reasonably determine to be necessary or useful for the attachment, perfection and first priority of (subject, however, to Liens permitted under the Credit Agreement)of, and the ability of the Administrative Agent to enforce, the Administrative Agent’s 's security interest in any and all of the Collateral, including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial CodeCode of any relevant jurisdiction, to the extent, if any, that the Guarantor’s such Company's signature thereon is required therefor, (b) causing the Administrative Agent’s 's name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Administrative Agent to enforce, the Administrative Agent’s 's security interest in such Collateral, (c) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Administrative Agent to enforce, the Administrative Agent’s 's security interest in such Collateral, (d) obtaining governmental and other third party waivers, consents and approvals approvals, in form and substance satisfactory to the Administrative Agent, including, without limitation, any consent of any licensor, lessor or other person obligated on Collateral, (e) using reasonable best efforts to obtain obtaining waivers from mortgagees and landlords in form and substance satisfactory to the Administrative Agent and in accordance with the terms of the Credit Agreement, and (f) taking all actions under any earlier versions of the Uniform Commercial Code or under any other law, as reasonably determined by the Administrative Agent to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction, in each such case, at the Companies' expense.

Other Actions as to any and all Collateral. The Guarantor Company further agrees, upon request of the Agent Lender and at the Agent’s Lender's option, to take any and all other actions as the Agent Lender may reasonably determine to be necessary or useful for the attachment, perfection and first priority of (subject, however, to Liens permitted under except as set forth in the Credit Loan Agreement)) of, and the ability of the Agent Lender to enforce, the Agent’s Lender's security interest in any and all of the Collateral, including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that the Guarantor’s Company's signature thereon is required therefor, (b) causing the Agent’s Lender's name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Agent Lender to enforce, the Agent’s Lender's security interest in such Collateral, (c) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Agent Lender to enforce, the Agent’s Lender's security interest in such Collateral, (d) obtaining using commercially reasonable efforts to obtain governmental and other third party waivers, consents and approvals in form and substance satisfactory to the AgentLender, including, without limitation, any consent of any licensor, lessor or other person obligated on Collateral, (e) using commercially reasonable best efforts to obtain waivers from mortgagees and landlords in form and substance satisfactory to the Agent and in accordance with the terms of the Credit Agreement, Lender and (f) taking all actions under any earlier versions of the Uniform Commercial Code or under any other law, as reasonably determined by the Agent Lender to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction.

Other Actions as to any and all Collateral. The Guarantor Borrower further agrees, upon request of the Agent Lender and at the AgentLender’s option, to take any and all other actions as the Agent Lender may reasonably determine to be necessary or useful for the attachment, perfection and first priority of (subject, however, to Liens permitted under the Credit Agreement), and the ability of the Agent Lender to enforce, the AgentLender’s security interest in any and all of the Collateral, including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that the GuarantorBorrower’s signature thereon is required therefor, (b) causing the AgentLender’s name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the Agent Lender to enforce, the AgentLender’s security interest in such Collateral, (c) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Agent Lender to enforce, the AgentLender’s security interest in such Collateral, (d) obtaining governmental and other third party waivers, consents and approvals in form and substance satisfactory to the AgentLender, including, without limitation, any consent of any licensor, lessor or other person obligated on Collateral, (e) using reasonable best efforts to obtain waivers from mortgagees and landlords in form and substance satisfactory to the Agent Lender and in accordance with the terms of the Credit Agreement, and (f) taking all actions under any earlier versions of the Uniform Commercial Code or under any other law, as reasonably determined by the Agent Lender to be applicable in any relevant Uniform Commercial Code or other jurisdiction, including any foreign jurisdiction.