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

Other Actions as to any and all Collateral. Grantor further agrees to take any other action reasonably requested by Secured Party to ensure the attachment, perfection and first priority of, and the ability of Secured Party to enforce, the security interest of Secured Party in any and all of the Collateral including (a) causing Secured 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 Secured Party to enforce, the security interest of Secured Party in such Collateral, (b) if within the control of the Grantor, complying with, and, if not within the control of the Grantor, using best efforts to comply with, any provision of any statute, regulation or treaty of the United States as to any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request if compliance with such provision is a condition to attachment, perfection or priority of, or ability of Secured Party to enforce, the security interest of Secured Party in such Collateral, (c) using best efforts to obtain governmental and other third party consents and approvals, including without limitation any consent of any licensor, lessor or other Person with authority or control over or an interest in any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request, (d) using best efforts to obtain waivers from mortgagees and landlords in form and substance reasonably satisfactory to Secured Party which affect any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request, and (e) taking all actions required by the UCC in effect from time to time or by other law, as applicable in any relevant UCC jurisdiction, or by other law as applicable in any foreign jurisdiction. Grantor further agrees to indemnify and hold Secured Party harmless against claims of any Persons not a party to this Security Agreement concerning disputes arising over the Collateral except to the extent resulting from the gross negligence or willful misconduct of Secured Party or its Affiliates.

Other Actions as to any and all Collateral. Grantor Debtor further agrees to take any other action reasonably requested by Secured Party to ensure the attachment, perfection and first priority of, and the ability of Secured Party to enforce, the security interest of Secured Party Party, for its own benefit and as agent for its Affiliates, in any and all of the Collateral including Collateral, including: (ai) causing Secured 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 Secured Party bank to enforce, the security interest of Secured Party Party, for its own benefit and as agent for its Affiliates, in such Collateral, ; (bii) if within the control of the Grantor, complying with, and, if not within the control of the Grantor, using best efforts to comply with, with any provision of any statute, regulation or treaty of the United States as to any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request if compliance with such provision is a condition to attachment, perfection or priority of, or ability of Secured Party to enforce, the security interest of Secured Party Party, for its own benefit and as agent for its Affiliates, in such Collateral, ; (ciii) using best efforts to obtain obtaining governmental and other third party consents and approvals, including including, without limitation limitation, any consent of any licensor, lessor or other Person with authority or control over or an interest in any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request, ; (div) using best efforts to obtain obtaining waivers from mortgagees and landlords in form and substance reasonably satisfactory to Secured Party which affect any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request, ; and (ev) taking all actions required by the UCC in effect from time to time or by other law, as applicable in any relevant UCC jurisdiction, or by other law as applicable in any foreign jurisdiction. Grantor Debtor further agrees to indemnify and hold Secured Party harmless against claims of any Persons not a party to this Security Agreement concerning disputes arising over the Collateral Collateral, except to the extent resulting from the gross negligence or willful misconduct of Secured Party or its Affiliates.

Other Actions as to any and all Collateral. Grantor Each Debtor further agrees to take any other action reasonably requested by Secured Party to ensure the attachment, perfection and first priority of, and the ability of Secured Party to enforce, the security interest of Secured Party Party, for its own benefit and as agent for its Affiliates, in any and all of the Collateral including Collateral, including: (ai) causing Secured 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 Secured Party bank to enforce, the security interest of Secured Party Party, for its own benefit and as agent for its Affiliates, in such Collateral, ; (bii) if within the control of the Grantor, complying with, and, if not within the control of the Grantor, using best efforts to comply with, with any provision of any statute, regulation or treaty of the United States as to any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request if compliance with such provision is a condition to attachment, perfection or priority of, or ability of Secured Party to enforce, the security interest of Secured Party Party, for its own benefit and as agent for its Affiliates, in such Collateral, ; (ciii) using best efforts to obtain obtaining governmental and other third party consents and approvals, including including, without limitation limitation, any consent of any licensor, lessor or other Person with authority or control over or an interest in any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request, ; (div) using best efforts to obtain obtaining waivers from mortgagees and landlords in form and substance reasonably satisfactory to Secured Party which affect any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request, ; and (ev) taking all actions required by the UCC in effect from time to time or by other law, as applicable in any relevant UCC jurisdiction, or by other law as applicable in any foreign jurisdiction. Grantor Each Debtor further agrees to indemnify and hold Secured Party harmless against claims of any Persons not a party to this Security Agreement concerning disputes arising over the Collateral Collateral, except to the extent resulting from the gross negligence or willful misconduct of Secured Party or its Affiliates.

Other Actions as to any and all Collateral. Grantor further agrees to take any other action reasonably requested by Secured Party to ensure the attachment, perfection and first priority of, and the ability of Secured Party to enforce, the security interest of Secured Party in any and all of the Collateral including (a) causing Secured 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 Secured Party to enforce, the security interest of Secured Party in such Collateral, (b) if within the control of the Grantor, complying with, ,and, if not within the control of the Grantor, using best efforts to comply with, any provision of any statute, regulation or treaty of the United States as to any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request if compliance with such provision is a condition to attachment, perfection or priority of, or ability of Secured Party to enforce, the security interest of Secured Party in such Collateral, (c) using best efforts to obtain governmental and other third party consents and approvals, including without limitation any consent of any licensor, lessor or other Person with authority or control over or an interest in any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request, (d) using best efforts to obtain waivers from mortgagees and landlords in form and substance reasonably satisfactory to Secured Party which affect any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request, and (e) taking all actions required by the UCC in effect from time to time or by other law, as applicable in any relevant UCC jurisdiction, or by other law as applicable in any foreign jurisdiction. Grantor further agrees to indemnify and hold Secured Party harmless against claims of any Persons not a party to this Security Agreement concerning disputes arising over the Collateral except to the extent resulting from the gross negligence or willful misconduct of Secured Party or its Affiliates.

Other Actions as to any and all Collateral. Grantor further agrees to take any other action reasonably requested by Secured Party to ensure the attachment, perfection and first priority of, and the ability of Secured Party to enforce, the security interest of Secured Party in any and all of the Collateral including (a) causing Secured 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 Secured Party to enforce, the security interest of Secured Party in such Collateral, (b) if within the control of the Grantor, complying with, and, if not within the control of the Grantor, using best efforts to comply with, any provision of any statute, regulation or treaty of the United States as to any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request if compliance with such provision is a condition to attachment, perfection or priority of, or ability of Secured Party to enforce, the security interest of Secured Party in such Collateral, (c) using best efforts to obtain governmental and other third party consents and approvals, including without limitation any consent of any licensor, lessor or other Person with authority or control over or an interest in any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request, (d) using best efforts to obtain waivers from mortgagees and landlords in form and substance reasonably satisfactory to Secured Party which affect any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request, and (e) taking all actions required by the UCC in effect from time to time or by other law, as applicable in any relevant UCC jurisdiction, or by other law as applicable in any foreign jurisdiction. Grantor further agrees to indemnify and hold Secured Party harmless against claims of any Persons not a party to this Security Agreement concerning disputes arising over the Collateral except to the extent resulting from the gross negligence or willful misconduct of Secured Party or its Affiliates.

Other Actions as to any and all Collateral. Grantor Each Borrower further agrees to take any other action reasonably requested by Secured Party the Bank to ensure the attachment, perfection and first priority (subject only to Permitted Liens) of, and the ability of Secured Party the Bank to enforce, the Bank’s security interest of Secured Party in any and all of the Collateral Collateral, including (a) causing Secured Partythe Bank’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 Secured Party bank to enforce, the Bank’s security interest of Secured Party in such Collateral, (b) if within the control of the Grantor, complying with, and, if not within the control of the Grantor, using best efforts to comply with, with any provision of any statute, regulation or treaty of the United States as to any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request if compliance with such provision is a condition to attachment, perfection or priority of, or ability of Secured Party the Bank to enforce, the Bank’s security interest of Secured Party in such Collateral, (c) using best all commercially reasonable efforts to obtain governmental and other third party consents and approvals, including without limitation any consent of any licensor, lessor or other Person obligated on Collateral, it being understood and agreed, however, that any failure to obtain such consents and approvals may (in accordance with authority or control over or an interest in any material portion clause (e) of the Collateral as soon as possible but not more than forty-five (45definition of Eligible Inventory) days after such requestresult in decreased availability under the Borrowing Base, (d) using best all commercially reasonable efforts to obtain waivers from mortgagees and landlords in form and substance reasonably satisfactory to Secured Party which affect the Bank, it being understood and agreed, however, that any material portion failure to obtain such waivers may (in accordance with clause (c) of the Collateral as soon as possible but not more than forty-five (45definition of Eligible Inventory) days after such requestresult in decreased availability under the Borrowing Base, and (e) taking all actions required by the UCC in effect from time to time or by other law, as applicable in any relevant UCC jurisdiction, or by other law as applicable in any foreign jurisdiction. Grantor Each Borrower further agrees to indemnify and hold Secured Party the Bank harmless against claims of any Persons not a party to this Security Agreement concerning disputes arising over the Collateral except to the extent resulting from the gross negligence or willful misconduct of Secured Party or its AffiliatesCollateral.

Other Actions as to any and all Collateral. Grantor Debtor further agrees to take any other action reasonably requested by Secured Party Bank to ensure the attachment, perfection and first priority of, and the ability of Secured Party Bank to enforce, the security interest of Secured Party Bank, for its own benefit and as agent for its Affiliates, in any and all of the Collateral including (a) causing Secured PartyBank’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 Secured Party bank to enforce, the security interest of Secured Party Bank, for its own benefit and as agent for its Affiliates, in such Collateral, (b) if within the control of the Grantor, complying with, and, if not within the control of the Grantor, using best efforts to comply with, with any provision of any statute, regulation or treaty of the United States as to any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request if compliance with such provision is a condition to attachment, perfection or priority of, or ability of Secured Party Bank to enforce, the security interest of Secured Party Bank, for its own benefit and as agent for its Affiliates, in such Collateral, (c) using best efforts to obtain obtaining governmental and other third party consents and approvals, including without limitation any consent of any licensor, lessor or other Person with authority or control over or an interest in any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request, (d) using best efforts to obtain obtaining waivers from mortgagees and landlords in form and substance reasonably satisfactory to Secured Party Bank which affect any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request, and (e) taking all actions required by the UCC in effect from time to time or by other law, as applicable in any relevant UCC jurisdiction, or by other law as applicable in any foreign jurisdiction. Grantor Debtor further agrees to indemnify and hold Secured Party Bank harmless against claims of any Persons not a party to this Security Agreement concerning disputes arising over the Collateral except to the extent resulting from the gross negligence or willful misconduct of Secured Party Bank or its Affiliates.

Other Actions as to any and all Collateral. Grantor Each Debtor further agrees to take any other action reasonably requested by Secured Party to ensure the attachment, perfection and first priority of, and the ability of Secured Party to enforce, the security interest of Secured Party Party, for its own benefit and as agent for its Affiliates, in any and all of the Collateral including (a) causing Secured 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 Secured Party bank to enforce, the security interest of Secured Party Party, for its own benefit and as agent for its Affiliates, in such Collateral, (b) if within the control of the Grantor, complying with, and, if not within the control of the Grantor, using best efforts to comply with, with any provision of any statute, regulation or treaty of the United States as to any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request if compliance with such provision is a condition to attachment, perfection or priority of, or ability of Secured Party to enforce, the security interest of Secured Party Party, for its own benefit and as agent for its Affiliates, in such Collateral, (c) using best efforts to obtain obtaining governmental and other third party consents and approvals, including without limitation any consent of any licensor, lessor or other Person with authority or control over or an interest in any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request, (d) using best efforts to obtain obtaining waivers from mortgagees and landlords in form and substance reasonably satisfactory to Secured Party which affect any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request, and (e) taking all actions required by the UCC in effect from time to time or by other law, as applicable in any relevant UCC jurisdiction, or by other law as applicable in any foreign jurisdiction. Grantor Each Debtor further agrees to indemnify and hold Secured Party harmless against claims of any Persons not a party to this Security Agreement concerning disputes arising over the Collateral except to the extent resulting from the gross negligence or fraudulent or willful misconduct of Secured Party or its Affiliates.

Other Actions as to any and all Collateral. Grantor Each Debtor further agrees agrees, upon the occurrence of an Attachment Event and upon request of the Secured Party and at the Secured Party’s option, to take any and all other action reasonably requested by actions as the Secured Party may determine to ensure be necessary or useful for the attachment, perfection and first priority of, and the ability of the Secured Party to enforce, the Secured Party’s security interest of Secured Party in any and all of the Collateral including Collateral, including, without limitation, (ai) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC, to the extent, if any, that any Debtor’s signature thereon is required therefor, (ii) causing the Secured 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 Secured Party to enforce, the Secured Party’s security interest of Secured Party in such Collateral, (biii) if within the control of the Grantor, complying with, and, if not within the control of the Grantor, using best efforts to comply with, with any provision of any statute, regulation or treaty of the United States as to any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Secured Party to enforce, the Secured Party’s security interest of Secured Party in such Collateral, (civ) using best efforts to obtain obtaining governmental and other third party waivers, consents and approvalsapprovals in form and substance satisfactory to the Secured Party, including including, without limitation limitation, any consent of any licensor, lessor or other Person with authority or control over or an interest in any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such requestperson obligated on Collateral, (dv) using best efforts to obtain obtaining waivers from mortgagees and landlords in form and substance reasonably satisfactory to the Secured Party which affect any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request, and (evi) taking all actions required by under any earlier versions of the UCC in effect from time to time or by under any other law, as reasonably determined by the Secured Party to be applicable in any relevant UCC or other jurisdiction, or by other law as applicable in including any foreign jurisdiction. Grantor further At any time and from time to time upon and after the occurrence of an Attachment Event that any Collateral consists of instruments, certificated securities or other items that require or permit possession by the Secured Party to perfect the security interest created hereby, the applicable Debtor shall deliver such Collateral to the Secured Party. Upon the occurrence of an Attachment Event, each Debtor, in its capacity as issuer, hereby agrees to indemnify comply with any and hold all orders and instructions of the Secured Party harmless against claims regarding the Pledged Securities consistent with the terms of this Agreement without the further consent of any Persons Debtor as contemplated by Section 8-106 (or any successor section) of the UCC. Further, each Debtor agrees that it shall not enter into a party to this Security Agreement concerning disputes arising over similar agreement (or one that would confer “control” within the meaning of Article 8 of the UCC) with any other person or entity. If there is any investment property or deposit account included as Collateral except that can be perfected by “control” through an account control agreement, then upon the occurrence of an Attachment Event the applicable Debtor shall cause such an account control agreement, in form and substance in each case satisfactory to the extent resulting from Secured Party, to be entered into and delivered to the gross negligence or willful misconduct of Secured Party or its AffiliatesParty.

Other Actions as to any and all Collateral. Grantor The Grantors further agrees agree to take any other action reasonably requested by the Secured Party to ensure insure the attachment, perfection and first priority (subject to Permitted Liens) of, and the ability of the Secured Party to enforce, the Secured Party’s security interest of Secured Party in any and all of the Collateral including including, without limitation, (a) preparing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code of any applicable jurisdiction, (b) causing the Secured 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 Secured Party to enforce, the Secured Party’s security interest of Secured Party in such Collateral, (bc) if within the control of the Grantor, complying with, and, if not within the control of the Grantor, using best efforts to comply with, with any provision of any statute, regulation or treaty of the United States as to any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Secured Party to enforce, the Secured Party’s security interest of Secured Party in such Collateral, (cd) using best efforts to obtain obtaining governmental and other third party consents and approvals, including without limitation any consent of any licensor, lessor or other Person with authority or control over or an interest in any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such requestperson obligated on Collateral, (de) using best efforts to obtain obtaining waivers from mortgagees and landlords in form and substance reasonably satisfactory to the Secured Party which affect any material portion of the Collateral as soon as possible but not more than forty-five Party, (45) days after such request, and (ef) taking all actions required by any earlier versions of the UCC in effect from time to time Uniform Commercial Code or by other law, as applicable in any relevant UCC Uniform Commercial Code jurisdiction, or by other law as applicable in any foreign jurisdiction. Grantor further agrees , (g) delivery to indemnify and hold the Secured Party harmless against claims of any Persons not a party to this Security Agreement concerning disputes arising over stock certificates (and stock powers duly executed in blank in favor of the Collateral except to Secured Party) covering all of the extent resulting from securities or other financial assets described on Schedule C, and (h) if the gross negligence or willful misconduct Maturity Date is extended, at the time of such extension entering into with Secured Party or its Affiliatesand a service company reasonably acceptable to Secured Party and Grantors, a contract requiring (i) the service company to file continuation statements and (ii) the Grantors to pay the cost of all filings and creation of continuation and termination statements .

Other Actions as to any and all Collateral. Grantor The Maker further agrees agrees, upon request of the Secured Party and at the Secured Party’s option, to take any and all other action reasonably requested by actions as the Secured Party may determine to ensure be necessary or useful for the attachment, perfection and first priority of, and the ability of the Secured Party to enforce, the Secured Party’s security interest of Secured Party in any and all of the Collateral including Collateral, including, without limitation, (ai) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC, to the extent, if any, that the Maker’s signature thereon is required therefor, (ii) causing the Secured 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 Secured Party to enforce, the Secured Party’s security interest of Secured Party in such Collateral, (biii) if within the control of the Grantor, complying with, and, if not within the control of the Grantor, using best efforts to comply with, with any provision of any statute, regulation or treaty of the United States as to any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Secured Party to enforce, the Secured Party’s security interest of Secured Party in such Collateral, (civ) using best efforts to obtain obtaining governmental and other third party waivers, consents and approvalsapprovals in form and substance satisfactory to the Secured Party, including including, without limitation limitation, any consent of any licensor, lessor or other Person with authority or control over or an interest in any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such requestperson obligated on Collateral, (dv) using best efforts to obtain obtaining waivers from mortgagees and landlords in form and substance reasonably satisfactory to the Secured Party which affect any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request, and (evi) taking all actions required by under any earlier versions of the UCC in effect from time to time or by under any other law, as reasonably determined by the Secured Party to be applicable in any relevant UCC or other jurisdiction, or by other law as applicable in including any foreign jurisdiction. Grantor further At any time and from time to time that any Collateral consists of instruments, certificated securities or other items that require or permit possession by the Secured Party to perfect the security interest created hereby, the Maker shall deliver such Collateral to the Secured Party. The Maker, in its capacity as issuer, hereby agrees to indemnify comply with any and hold all orders and instructions of the Secured Party harmless against claims regarding the Pledged Securities consistent with the terms of this Agreement without the further consent of the Maker as contemplated by Section 8-106 (or any Persons successor section) of the UCC. Further, the Maker agrees that it shall not enter into a party to this Security Agreement concerning disputes arising similar agreement (or one that would confer “control” over any Collateral within the meaning of Article 8 and Article 9 of the UCC) with any person or entity other than the Secured Party. If there is any investment property or deposit account included as Collateral except that can be perfected by “control” through an account control agreement, the Maker shall cause such an account control agreement, in form and substance in each case satisfactory to the extent resulting from Secured Party, to be entered into and delivered to the gross negligence or willful misconduct of Secured Party or its AffiliatesParty.

Other Actions as to any and all Collateral. Grantor Debtor further agrees to take any other action reasonably requested by Secured Party to ensure the attachment, perfection and first priority of, and the ability of Secured Party to enforce, the security interest of Secured Party Party, for its own benefit and as agent for its Affiliates, in any and all of the Collateral including (a) causing Secured Party’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 Secured Party bank to enforce, the security interest of Secured Party Party, for its own benefit and as agent for its Affiliates, in such Collateral, (b) if within the control of the Grantor, complying with, and, if not within the control of the Grantor, using best efforts to comply with, with any provision of any statute, regulation or treaty of the United States as to any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request request-if compliance with such provision is a condition to attachment, perfection or priority of, or ability of Secured Party to enforce, the security interest of Secured Party Party, for its own benefit and as agent for its Affiliates, in such Collateral, (c) using best efforts to obtain obtaining governmental and other third party consents and approvals, including without limitation any consent of any licensor, lessor or other Person with authority or control over or an interest in any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request, (d) using best efforts to obtain obtaining waivers from mortgagees and landlords in form and substance reasonably satisfactory to Secured Party which affect any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request, and (e) taking all actions required by the UCC in effect from time to time or by other law, as applicable in any relevant UCC jurisdiction, or by other law as applicable in any foreign jurisdiction. Grantor Debtor further agrees to indemnify and hold Secured Party harmless against claims of any Persons not a party to this Security Agreement concerning disputes arising over the Collateral except to the extent resulting from the gross negligence or willful misconduct of Secured Party or its Affiliates.

Other Actions as to any and all Collateral. Grantor Debtor further agrees to take any other action reasonably requested by Secured Party to ensure the attachment, perfection and first priority of, and the ability of Secured Party to enforce, the security interest of Secured Party Party, for its own benefit and as agent for its Affiliates, in any and all of the Collateral including Collateral, including: (ai) causing Secured Party’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 Secured Party bank to enforce, the security interest of Secured Party Party, for its own benefit and as agent for its Affiliates, in such Collateral, ; (bii) if within the control of the Grantor, complying with, and, if not within the control of the Grantor, using best efforts to comply with, with any provision of any statute, regulation or treaty of the United States as to any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request if compliance with such provision is a condition to attachment, perfection or priority of, or ability of Secured Party to enforce, the security interest of Secured Party Party, for its own benefit and as agent for its Affiliates, in such Collateral, ; (ciii) using best efforts to obtain obtaining governmental and other third party consents and approvals, including including, without limitation limitation, any consent of any licensor, lessor or other Person with authority or control over or an interest in any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request, ; (div) using best efforts to obtain obtaining waivers from mortgagees and landlords in form and substance reasonably satisfactory to Secured Party which affect any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request, ; and (ev) taking all actions required by the UCC in effect from time to time or by other law, as applicable in any relevant UCC jurisdiction, or by other law as applicable in any foreign jurisdiction. Grantor Debtor further agrees to indemnify and hold Secured Party harmless against claims of any Persons not a party to this Security Agreement concerning disputes arising over the Collateral Collateral, except to the extent resulting from the gross negligence or willful misconduct of Secured Party or its Affiliates.

Other Actions as to any and all Collateral. Grantor Debtor further agrees to take any other action reasonably requested by Secured Party to ensure the attachment, perfection and first priority of, and the ability of Secured Party to enforce, the security interest of Secured Party Party, for its own benefit and as agent for its Affiliates, in any and all of the Collateral including Collateral, including: (ai) causing Secured 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 Secured Party bank to enforce, the security interest of Secured Party Party, for its own benefit and as agent for its Affiliates, in such Collateral. Specifically, (b) if within the control Debtor shall, immediately upon execution hereof, cause Secured Party’s name to be noted as secured party on all certificates of title for each motor vehicle owned by Debtor as of the Grantordate hereof, and each time Debtor purchases or acquires a new motor vehicle, Debtor shall cause Secured Party’s name to be noted as secured party on any required documentation with respect to such purchase or acquisition, to insure that Secured Party’s name is noted as secured party on all certificates of title for each motor vehicle purchased or acquired by Debtor after the date hereof; (ii) complying with, and, if not within the control of the Grantor, using best efforts to comply with, with any provision of any statute, regulation or treaty of the United States as to any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request if compliance with such provision is a condition to attachment, perfection or priority of, or ability of Secured Party to enforce, the security interest of Secured Party Party, for its own benefit and as agent for its Affiliates, in such Collateral, ; (ciii) using best efforts to obtain obtaining governmental and other third party consents and approvals, including including, without limitation limitation, any consent of any licensor, lessor or other Person with authority or control over or an interest in any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request, ; (div) using best efforts to obtain obtaining waivers from mortgagees and landlords in form and substance reasonably satisfactory to Secured Party which affect any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request, ; and (ev) taking all actions required by the UCC in effect from time to time or by other law, as applicable in any relevant UCC jurisdiction, or by other law as applicable in any foreign jurisdiction. Grantor Debtor further agrees to indemnify and hold Secured Party harmless against claims of any Persons not a party to this Security Agreement concerning disputes arising over the Collateral Collateral, except to the extent resulting from the gross negligence or willful misconduct of Secured Party or its Affiliates.

Other Actions as to any and all Collateral. Grantor Each Debtor further agrees agrees, upon request of the Secured Party and at the Secured Party’s option, to take any and all other action reasonably requested by actions as the Secured Party may determine to ensure be necessary or useful for the attachment, perfection and first priority of, and the ability of the Secured Party to enforce, the Secured Party’s security interest of Secured Party in any and all of the Collateral including Collateral, including, without limitation, (ai) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC, to the extent, if any, that any Debtor’s signature thereon is required therefor, (ii) causing the Secured 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 Secured Party to enforce, the Secured Party’s security interest of Secured Party in such Collateral, (biii) if within the control of the Grantor, complying with, and, if not within the control of the Grantor, using best efforts to comply with, with any provision of any statute, regulation or treaty of the United States as to any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Secured Party to enforce, the Secured Party’s security interest of Secured Party in such Collateral, (civ) using best efforts to obtain obtaining governmental and other third party waivers, consents and approvalsapprovals in form and substance satisfactory to the Secured Party, including including, without limitation limitation, any consent of any licensor, lessor or other Person with authority or control over or an interest in any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such requestperson obligated on Collateral, (dv) using best efforts to obtain obtaining waivers from mortgagees and landlords in form and substance reasonably satisfactory to the Secured Party which affect any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request, and (evi) taking all actions required by under any earlier versions of the UCC in effect from time to time or by under any other law, as reasonably determined by the Secured Party to be applicable in any relevant UCC or other jurisdiction, or by other law as applicable in including any foreign jurisdiction. Grantor further agrees At any time and from time to indemnify and hold time that any Collateral consists of instruments or other items that require or permit possession by the Secured Party harmless against claims to perfect the security interest created hereby, the applicable Debtor shall deliver such Collateral to the Secured Party. Each Debtor agrees that it shall not permit any person or entity other than the Secured Party to have “control” within the meaning of Article 8 of the UCC of any Persons not a party to this Security Agreement concerning disputes arising over portion of the Collateral. If there is any Collateral except that can be perfected by “control” through an account control agreement, the applicable Debtor shall cause such an account control agreement, in form and substance in each case satisfactory to the extent resulting from Secured Party, to be entered into and delivered to the gross negligence or willful misconduct of Secured Party or its AffiliatesParty.

Other Actions as to any and all Collateral. Grantor Debtor further agrees agrees, at the request and option of Secured Party, all to the extent applicable, to (i) take any and all other action reasonably requested by actions Secured Party may reasonably determine to ensure be necessary or useful for the attachment, perfection and first priority of, and the ability of Secured Party to enforce, the security interest of Secured Party Party’s Security Interest in any and all of the Collateral Collateral, and (ii) cooperate with Secured Party in identifying all of Debtor’s personal property assets and proper descriptions of such assets for the purpose of including such assets as part of the Collateral, including, without limitation, (aA) authenticating, executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC, to the extent, if any, that Debtor’s signature thereon is required, (B) causing Secured 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 the attachment, perfection or priority of, or ability of the Secured Party to enforce, the Secured Party’s security interest of Secured Party in such Collateral, (bC) if within the control of the Grantor, complying with, and, if not within the control of the Grantor, using best efforts to comply with, with any provision of any statute, regulation or treaty of the United States as to any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request if compliance with such provision is a condition to the attachment, perfection or priority of, or ability of Secured Party to enforce, the Secured Party’s security interest of Secured Party in such Collateral, (cD) using best efforts to obtain obtaining governmental and other third party waivers, consents and approvalsapprovals in form and substance satisfactory to Secured Party, including including, without limitation limitation, any consent of any licensor, lessor or other Person with authority or control over or an interest in any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such requestobligated on Collateral, (dE) using best efforts to obtain waivers obtaining agreements from mortgagees and landlords in form and substance reasonably satisfactory to Secured Party which affect any material portion of the Collateral as soon as possible but not more than forty-five Party, (45) days after such request, and (eF) taking all actions required by under the UCC in effect from time to time or by under any other lawLaw, as reasonably determined by Secured Party to be applicable in any relevant UCC Uniform Commercial Code or other jurisdiction, or by other law as applicable in including any foreign jurisdiction. Grantor further agrees to indemnify and hold , (G) providing Secured Party harmless against claims 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, securities accounts, and all other personal property assets of any Persons not a party to this Security Agreement concerning disputes arising over the Collateral except to the extent resulting from the gross negligence Debtor, and (H) providing such other information and documents, and executing such other appropriate documents or willful misconduct of instruments, as Secured Party or its Affiliatesmay reasonably request.

Other Actions as to any and all Collateral. Grantor further agrees to take any other action reasonably requested by Secured Party to ensure the attachment, perfection and first priority of, and the ability of Secured Party to enforce, the security interest of Secured Party in any and all of the Collateral including (a) causing Secured Party’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 Secured Party to enforce, the security interest of Secured Party in such Collateral, (b) if within the control of the Grantor, complying with, and, if not within the control of the Grantor, using best efforts to comply with, any provision of any statute, regulation or treaty of the United States as to any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request if compliance with such provision is a condition to attachment, perfection or priority of, or ability of Secured Party to enforce, the security interest of Secured Party in such Collateral, (c) using best efforts to obtain governmental and other third party consents and approvals, including without limitation any consent of any licensor, lessor or other Person with authority or control over or an interest in any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request, (d) using best efforts to obtain waivers from mortgagees and landlords in form and substance reasonably satisfactory to Secured Party which affect any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request, and (e) taking all actions required by the UCC in effect from time to time or by other law, as applicable in any relevant UCC jurisdiction, or by other law as applicable in any foreign jurisdiction. Grantor further agrees to indemnify and hold Secured Party harmless against claims of any Persons not a party to this Security Agreement concerning disputes arising over the Collateral except to the extent resulting from the gross negligence or willful misconduct of Secured Party or its Affiliates.

Other Actions as to any and all Collateral. Grantor further agrees to take any other action reasonably requested by the Secured Party to ensure insure the attachment, perfection and first priority (subject to Permitted Liens) of, and the ability of the Secured Party to enforce, the Secured Party’s security interest of Secured Party in any and all of the Collateral including including, without limitation, preparing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code of any applicable jurisdiction, (a) causing the Secured 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 Secured Party to enforce, the Secured Party’s security interest of Secured Party in such CollateralCollateral with a value of greater than $100,000, (b) if within the control of the Grantor, complying with, and, if not within the control of the Grantor, using best efforts to comply with, with any provision of any statute, regulation or treaty of the United States as to any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Secured Party to enforce, the Secured Party’s security interest of Secured Party in such Collateral, (c) using best commercially reasonable efforts to obtain governmental and other third party consents and approvals, including without limitation any consent of any licensor, lessor or other Person with authority or control over or an interest in any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such requestperson obligated on Collateral, (d) using best commercially reasonable efforts to obtain waivers from mortgagees and landlords in form and substance reasonably satisfactory to the Secured Party which affect any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such requestParty, and (e) taking all actions required by any earlier versions of the UCC in effect from time to time Uniform Commercial Code or by other law, as applicable in any relevant UCC Uniform Commercial Code jurisdiction, or by other law as applicable in any foreign jurisdiction. Grantor further agrees , (f) delivery to indemnify and hold the Secured Party harmless against claims of any Persons not stock certificates (and stock powers duly executed in blank in favor of the Secured Party) covering all of the securities or other financial assets described on Schedule C, and (g) if the Maturity Date is extended, at the time of such extension entering into with the Secured Party and a party to this Security Agreement concerning disputes arising over the Collateral except service company reasonably acceptable to the extent resulting from the gross negligence or willful misconduct of Secured Party or its Affiliatesand the Grantor, a contract requiring (i) the service company to file continuation statements and (ii) the Grantor to pay the cost of all filings and creation of continuation and termination statements.

Other Actions as to any and all Collateral. Grantor Debtor further agrees to take any other action reasonably requested by Secured Party to ensure the attachment, perfection and first priority of, and the ability of Secured Party to enforce, the security interest of Secured Party Party, for its own benefit and as agent for its Affiliates, in any and all of the Collateral including Collateral, including: (ai) causing Secured 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 Secured Party bank to enforce, the security interest of Secured Party Party, for its own benefit and as agent for its Affiliates, in such Collateral, ; (bii) if within the control of the Grantor, complying with, and, if not within the control of the Grantor, using best efforts to comply with, with any provision of any statute, regulation or treaty of the United States as to any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request if compliance with such provision is a condition to attachment, perfection or priority of, or ability of Secured Party to enforce, the security interest of Secured Party Party, for its own benefit and as agent for its Affiliates, in such Collateral, ; (ciii) using best efforts to obtain obtaining governmental and other third party consents and approvals, including including, without limitation limitation, any consent of any licensor, lessor or other Person with authority or control over or an interest in any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request, ; (div) using best efforts to obtain obtaining waivers from mortgagees and landlords in form and substance reasonably satisfactory to Secured Party which affect any material portion of the Collateral as soon as possible but not more than forty-forty- five (45) days after such request, ; and (ev) taking all actions required by the UCC in effect from time to time or by other law, as applicable in any relevant UCC jurisdiction, or by other law as applicable in any foreign jurisdiction. Grantor Debtor further agrees to indemnify and hold Secured Party harmless against claims of any Persons not a party to this Security Agreement concerning disputes arising over the Collateral Collateral, except to the extent resulting from the gross negligence or willful misconduct of Secured Party or its Affiliates.

Other Actions as to any and all Collateral. Grantor further agrees to take any other action reasonably requested by the Secured Party Parties to ensure the attachment, perfection and first priority of, and the ability of the Secured Party Parties to enforce, the security interest of the Secured Party Parties in any and all of the Collateral including (a) causing the Secured Party’s 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 Secured Party Parties to enforce, the security interest of the Secured Party Parties in such Collateral, (b) if within the control of the Grantor, complying with, and, if not within the control of the Grantor, using best efforts to comply with, any provision of any statute, regulation or treaty of the United States as to any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Secured Party Parties to enforce, the security interest of the Secured Party Parties in such Collateral, (c) using best efforts to obtain governmental and other third party consents and approvals, including without limitation any consent of any licensor, lessor or other Person with authority or control over or an interest in any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request, (d) using best efforts to obtain waivers from mortgagees and landlords in form and substance reasonably satisfactory to the Secured Party Parties which affect any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request, and (e) taking all actions required by the UCC in effect from time to time or by other law, as applicable in any relevant UCC jurisdiction, or by other law as applicable in any foreign jurisdiction. Grantor further agrees to indemnify and hold the Secured Party Parties harmless against claims of any Persons not a party to this Security Agreement concerning disputes arising over the Collateral except to the extent resulting from the gross negligence or willful misconduct of the Secured Party Parties or its Affiliates.

Other Actions as to any and all Collateral. Grantor The Debtor further agrees to take any other reasonable action reasonably requested by Secured Party to ensure the attachment, perfection and first priority of, and the ability of Secured Party to enforce, the security interest of Secured Party Party, for its own benefit and as agent for its Affiliates, in any and all of the Collateral including Collateral, including, without limitation: (ai) causing Secured 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 Secured Party bank to enforce, the security interest of Secured Party in such Collateral, ; (bii) if within the control of the Grantor, complying with, and, if not within the control of the Grantor, using best efforts to comply with, with any provision of any statute, regulation or treaty of the United States as to any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request the date hereof if compliance with such provision is a condition to attachment, perfection or priority of, or ability of Secured Party to enforce, the security interest of Secured Party in such Collateral, ; (ciii) using best efforts to obtain obtaining governmental and other third party consents and approvals, including including, without limitation limitation, any consent of any licensor, lessor or other Person with authority or control over or an interest in any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request, the date hereof; (div) using best efforts to obtain obtaining waivers from mortgagees and landlords in form and substance reasonably satisfactory to Secured Party which affect any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request, the date hereof; and (ev) taking all actions required by the UCC in effect from time to time or by other law, as applicable in any relevant UCC jurisdiction, or by other law as applicable in any foreign jurisdiction. Grantor The Debtor further agrees to indemnify indemnify, defend, and hold Secured Party harmless against claims of any Persons not a party to this Security Agreement concerning disputes arising over the Collateral Collateral, except to the extent resulting from the gross negligence or willful misconduct of Secured Party or its Affiliates. Without limiting any of the foregoing: (i) within ten (10) days after the date hereof, Debtor shall provide to Secured Party a guest ID and password for Debtor’s banking information and account(s); and (ii) Debtor shall provide monthly updated lists of its franchisees, combo vending machines sold and delivered, and Micro Markets sold and delivered.

Other Actions as to any and all Collateral. Grantor The Company further agrees agrees, upon the request of the Secured Party and at the Secured Party's option, to take any and all other action reasonably requested by actions as the Secured Party may determine to ensure be necessary or useful for the attachment, perfection and first priority ofof (subject to Permitted Liens), and the ability of the Secured Party to enforce, the Secured Party's security interest of Secured Party in any and all of the Collateral Collateral, including (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code of any relevant jurisdiction, to the extent, if any, that the Company's signature thereon is required therefor, (b) causing the Secured Party’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 Secured Party to enforce, the Secured Party's security interest of Secured Party in such Collateral, (bc) if within the control of the Grantor, complying with, and, if not within the control of the Grantor, using best efforts to comply with, with any provision of any statute, regulation or treaty of the United States as to any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Secured Party to enforce, the Secured Party's security interest of Secured Party in such Collateral, (cd) using best commercially reasonable efforts to obtain governmental and other third party waivers, consents and approvals, in form and substance reasonably satisfactory to the Secured Party, including without limitation any consent of any licensor, lessor or other Person with authority or control over or an interest in any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such requestobligated on Collateral, (de) using best use commercially reasonable efforts to obtain waivers from mortgagees and landlords of the Company's primary place of business or any other location where the aggregate value of the Collateral at such location exceeds $75,000, in form and substance reasonably satisfactory to the Secured Party which affect any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request, and (ef) taking all actions required by under any earlier versions of the UCC in effect from time to time Uniform Commercial Code or by under any other law, as reasonably determined by the Secured Party to be applicable in any relevant UCC Uniform Commercial Code or other jurisdiction, or by other law as applicable in including any foreign jurisdiction. Grantor further agrees to indemnify and hold Secured Party harmless against claims of any Persons not a party to this Security Agreement concerning disputes arising over the Collateral except to the extent resulting from the gross negligence or willful misconduct of Secured Party or its Affiliates.

Other Actions as to any and all Collateral. Grantor The Debtor further agrees to take any other action reasonably requested by Secured Party to ensure the attachment, perfection and first priority of, and the ability of Secured Party to enforce, the security interest of Secured Party Party, for its own benefit and as agent for its Affiliates, in any and all of the Collateral including Collateral, including: (ai) causing Secured Party’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 Secured Party bank to enforce, the security interest of Secured Party in such Collateral, ; (bii) if within the control of the Grantor, complying with, and, if not within the control of the Grantor, using best efforts to comply with, with any provision of any statute, regulation or treaty of the United States as to any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request if compliance with such provision is a condition to attachment, perfection or priority of, or ability of Secured Party to enforce, the security interest of Secured Party in such Collateral, ; (ciii) using best efforts to obtain obtaining governmental and other third party consents and approvals, including including, without limitation limitation, any consent of any licensor, lessor or other Person with authority or control over or an interest in any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request, ; (div) using best efforts to obtain obtaining waivers from mortgagees and landlords in form and substance reasonably satisfactory to Secured Party which affect any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request, ; and (ev) taking all actions required by the UCC in effect from time to time or by other law, as applicable in any relevant UCC jurisdiction, or by other law as applicable in any foreign jurisdiction. Grantor The Debtor further agrees to indemnify and hold Secured Party harmless against claims of any Persons not a party to this Security Agreement concerning disputes arising over the Collateral Collateral, except to the extent resulting from the gross negligence or willful misconduct of Secured Party or its Affiliates.

Other Actions as to any and all Collateral. Grantor Each of the Companies further agrees agrees, upon the reasonable request of the Administrative Agent and at the Administrative Agent’s option, to take any and all other action actions as the Administrative Agent may reasonably requested by Secured Party determine to ensure be necessary or useful for the attachment, perfection and and, subject to Liens permitted by § 7.01 of the Credit Agreement first priority of, and the ability of Secured Party the Administrative Agent to enforce, the Administrative Agent’s security interest of Secured Party in any and all of the Collateral including Collateral, including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Uniform Commercial Code of any relevant jurisdiction, to the extent, if any, that any Company’s signature thereon is required therefor, (b) causing Secured Partythe Administrative Agent’s name to be noted as secured party on any certificate of title for a titled good owned by such Company if such notation is a condition to attachment, perfection or priority of, or ability of the Secured Party Administrative Agent to enforce, the Administrative Agent’s security interest of Secured Party in such Collateral; provided, however, that the Administrative Agent shall not request that its name be noted on certificates of title for motor vehicles owned by the Companies as of the Closing Date, and thereafter, for motor vehicles owned by the Companies with a value of less than $100,000 in the aggregate at any time, (bc) if within the control of the Grantor, complying with, and, if not within the control of the Grantor, using best efforts to comply with, with any provision of any statute, regulation or treaty of the United States as to any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request if compliance with such provision is a condition to attachment, perfection or priority of, or ability of Secured Party the Administrative Agent to enforce, the Administrative Agent’s security interest of Secured Party in such Collateral, (cd) using best efforts to obtain during the continuance of an Event of Default or upon the Administrative Agent’s reasonable request in the event of any change in applicable Laws, 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 with authority person obligated on Collateral, and any party or control over or an parties whose consent is required for the security interest in any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such request, (d) using best efforts Administrative Agent to obtain waivers from mortgagees and landlords in form and substance reasonably satisfactory to Secured Party which affect any material portion of the Collateral as soon as possible but not more than forty-five (45) days after such requestattach under § 2.3, and (e) taking all actions required as reasonably determined by the UCC in effect from time Administrative Agent to time or by other law, as be applicable in any relevant UCC Uniform Commercial Code jurisdiction, or by other law as applicable in any foreign jurisdiction. Grantor further agrees to indemnify and hold Secured Party harmless against claims of any Persons not a party to this Security Agreement concerning disputes arising over the Collateral except to the extent resulting from the gross negligence or willful misconduct of Secured Party or its Affiliates.