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

Other Actions as to any and all Collateral. Such Grantor further agrees to take any other action reasonably requested by the Agent to insure the attachment, perfection and first priority (subject to Permitted Liens) of, and the ability of the Agent to enforce, the Security Interest in any and all of the Collateral provided by such Grantor including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC, to the extent, if any, that such 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 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 Security Interest in such Collateral; (d) obtaining governmental and other third-party consents and approvals, including without limitation any consent of any licensor, lessor or other person obligated on such Collateral; (e) obtaining waivers from mortgagees, bailees, landlords and 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 “control” over such Collateral, to the extent that perfection can only be achieved under the UCC by control or where obtaining perfection by control provides more protection to the Secured Creditors that perfection by filing a financing statement; and (g) taking all actions required by the UCC or by other law, as applicable in any relevant UCC jurisdiction, or by other law as applicable in any foreign jurisdiction; provided, however, that nothing contained in clause (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 clauses.

Other Actions as to any and all Collateral. Such Grantor The Guarantor further agrees agrees, upon request of the Lender and at the Lender’s option, to take any and all other action actions as the Lender may reasonably requested by the Agent determine to insure be necessary or useful for the attachment, perfection and first priority of (subject subject, however, to Permitted Liens) ofLiens permitted under the Credit Agreement), and the ability of the Agent Lender to enforce, the Security Interest Lender’s security interest in any and all of the Collateral provided by such Grantor Collateral, including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCCUniform Commercial Code, to the extent, if any, that such Grantorthe 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 Security Interest Lender’s 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 Lender to enforce, the Security Interest Lender’s security interest in such Collateral; , (d) obtaining governmental and other third-third party waivers, consents and approvalsapprovals in form and substance satisfactory to the Lender, including including, without limitation limitation, any consent of any licensor, lessor or other person obligated on such Collateral; , (e) obtaining using reasonable best efforts to obtain waivers from mortgagees, bailees, mortgagees and landlords and 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; Lender and in accordance with the terms of the Credit Agreement, and (f) providing to the Agent “control” over such Collateral, to the extent that perfection can only be achieved under the UCC by control or where obtaining perfection by control provides more protection to the Secured Creditors that perfection by filing a financing statement; and (g) taking all actions required by under any earlier versions of the UCC Uniform Commercial Code or by under any other law, as reasonably determined by the Lender to be applicable in any relevant UCC Uniform Commercial Code or other jurisdiction, or by other law as applicable in including any foreign jurisdiction; provided, however, that nothing contained in clause (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 clauses.

Other Actions as to any and all Collateral. Such Grantor Borrower and each Guarantor further agrees agrees, upon the request of Lender and at Lender’s option, to take any and all other action actions as Lender may reasonably requested by the Agent determine to insure be necessary or useful for the attachment, perfection and first priority (subject to Permitted Senior Liens) of, and the ability of the Agent Lender to enforce, the Security Interest Lender’s Lien in any and all of the Collateral provided by such Grantor includingCollateral, without limitation, including (ai) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC, to the extent, if any, that such GrantorBorrower’s or any applicable Guarantor’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 Security Interest Lender’s security interest in such Collateral; , (ciii) 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 Lender to enforce, the Security Interest Lender’s security interest in such Collateral; , (div) obtaining using commercially reasonable efforts to obtain governmental and other third-third party waivers, consents and approvals, in form and substance reasonably satisfactory to Lender, including without limitation any consent of any licensor, lessor or other person obligated on such Collateral; , (ev) using commercially reasonable efforts to obtain obtaining waivers Collateral Access Agreements from mortgagees, bailees, mortgagees and landlords and 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 reasonably satisfactory to Lender, (vi) creating and perfecting Liens in favor of Lender in any real property acquired after the Agent; (f) providing to the Agent “control” over such CollateralClosing Date, to the extent that perfection can only be achieved under the UCC by control or where obtaining perfection by control provides more protection to the Secured Creditors that perfection by filing a financing statement; and (gvii) taking all actions required by under any earlier versions of the UCC or by under any other law, as reasonably determined by Lender to be applicable in any relevant UCC or other jurisdiction, or by other law as applicable in including any foreign jurisdiction; provided. In addition to the foregoing, howeverBorrower and each Guarantor shall concurrently with the delivery of a Compliance Certificate in connection with the delivery of the Financial Statements described in Section 8.1(b) (and at such other times as Lender may reasonably request), (w) provide Lender with a report of all new material patentable, copyrightable or trademarkable materials acquired or generated by Borrower or any Guarantor during the prior period which Borrower or any Guarantor registered with the United States Patent and Trademark Office or the Library of Congress, as applicable, (x) cause all Patents and Trademarks, and cause all Copyrights that are material to Borrower’s or any Guarantor’s business, in each case, acquired or generated by Borrower or any Guarantor, that nothing contained are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in clause a manner sufficient to impart constructive notice of Borrower’s or such Guarantor’s ownership thereof, (dy) cause to be prepared, executed, and delivered to Lender supplemental schedules to the applicable Loan Documents to identify such Patents, Copyrights and Trademarks as being subject to the security interests created thereunder, and (z) execute and deliver to Lender at Lender’s request Intellectual Property Security Agreements with respect to such Patents, Trademarks or (e) shall require such Grantor to pay any consideration (other than any governmental application, processing, Copyrights for filing or recording fees) in order to obtain any consent or waiver referred to in such clauseswith the appropriate filing office.

Other Actions as to any and all Collateral. Such Each Grantor further agrees upon the request of the Collateral Agent and at the Collateral Agent’s option, to take any and all other action actions as the Collateral Agent may reasonably requested by the Agent determine to insure be necessary or useful for the attachment, perfection and first priority (subject to Permitted Liens) of, and the ability of the Collateral Agent to enforce, the Security Interest Collateral Agent’s security interest in any and all of the Collateral provided by such Grantor including, without limitation, including (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCCUniform Commercial Code of any relevant jurisdiction, to the extent, if any, that such 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 Security Interest Collateral Agent’s 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 Collateral Agent to enforce, the Security Interest Collateral Agent’s security interest in such Collateral; , (d) obtaining governmental and other third-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 such Collateral; Collateral and any party or parties whose consent is required for the security interest of the Collateral Agent to attach under Section 2, (e) obtaining using commercially reasonable efforts to obtain waivers from mortgagees, bailees, landlords and 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; Collateral Agent in addition to those required pursuant to Section 4.5, and (f) providing to the Agent “control” over such Collateral, to the extent that perfection can only be achieved under the UCC by control or where obtaining perfection by control provides more protection to the Secured Creditors that perfection by filing a financing statement; and (g) taking all actions required by under any earlier versions of the UCC Uniform Commercial Code or by under any other law, as reasonably determined by the Collateral Agent to be applicable in any relevant UCC Uniform Commercial Code or other jurisdiction, or by other law as applicable in including any foreign jurisdiction; provided, however, that nothing contained in clause (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 clauses.

Other Actions as to any and all Collateral. Such Grantor The Grantors further agrees agree to take any other action reasonably requested by the Collateral Agent to insure the attachment, perfection and first priority (subject to Permitted Liens) of, and the ability of the Collateral Agent to enforce, the Security Interest Collateral Agent’s security interest in any and all of the Collateral provided by such Grantor including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCCUniform Commercial Code, to the extent, if any, that such any Grantor’s signature thereon is required therefor; , (b) causing the Collateral Agent’s name names 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 Collateral Agent to enforce, the Security Interest Collateral Agent’ 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 Collateral Agent to enforce, the Security Interest Collateral Agent’s security interest in such Collateral; , (d) obtaining governmental and other third-third party consents and approvals, including without limitation any consent of any licensor, lessor or other person obligated on such Collateral; , (e) obtaining waivers from mortgagees, bailees, landlords and 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; Collateral Agent , (f) providing to the Agent “control” over such Collateral, to the extent that perfection can only be achieved under the UCC by control or where obtaining perfection by control provides more protection to the Secured Creditors that perfection by filing a financing statement; and (g) taking all actions required by any earlier versions of the UCC 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; provided, however(g) delivery to the Collateral Agent of stock certificates (and stock powers duly executed in blank in favor of the Collateral Agent ) covering all of the capital stock described on Schedule A, that nothing contained in clause and (dh) or if the Maturity Date is extended, at the time of such extension entering into with the Collateral Agent and a service company reasonably acceptable to the Collateral Agent and Grantors, a contract requiring (ei) shall require such Grantor the service company to file continuation statements and (ii) the Grantors 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 clausesthe cost of all filings and creation of continuation and termination statements.

Other Actions as to any and all Collateral. Such Each Grantor further agrees upon the 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 the Agent determine to insure be necessary or useful for the attachment, perfection and first priority (subject to Permitted Liens) of, and the ability of the Administrative Agent to enforce, the Security Interest Administrative Agent's security interest in any and all of the Collateral provided by such Grantor including, without limitation, including (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCCUCC of any relevant jurisdiction, to the extent, if any, that such Grantor’s '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 Security Interest Administrative Agent's 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 Administrative Agent to enforce, the Security Interest Administrative Agent's security interest in such Collateral; , (d) obtaining governmental and other third-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 obligated on such Collateral; Collateral and any party or parties whose consent is required for the security interest of the Administrative Agent to attach under Section 2, (e) obtaining using commercially reasonable efforts to obtain waivers from mortgagees, bailees, landlords and 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 reasonably satisfactory to the Agent; Administrative Agent in addition to those required pursuant to Section 4.5, and (f) providing to the Agent “control” over such Collateral, to the extent that perfection can only be achieved under the UCC by control or where obtaining perfection by control provides more protection to the Secured Creditors that perfection by filing a financing statement; and (g) taking all actions required by under any earlier versions of the UCC or by under any other law, as reasonably determined by the Administrative Agent to be applicable in any relevant UCC or other jurisdiction, or by other law as applicable in including any foreign jurisdiction; provided, however, that nothing contained in clause (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 clauses.

Other Actions as to any and all Collateral. Such Grantor further agrees to that Grantor shall, at Lender’s request and option, in each case exercisable in Lender’s sole but reasonable discretion, take any and all other action actions as Lender may at any time or times reasonably requested by determine to be necessary, advisable and/or useful for the Agent to insure the preservation, attachment, perfection and first and/or priority (subject to Permitted Liens) of, and and/or for the ability of the Agent Lender to enforceenforce or exercise any rights relating to, the Security Interest in any security interests and other Liens hereunder granted to Lender on all or any part of the Collateral provided by such Grantor Collateral, including, without limitation, : (ai) executing, delivering and, where appropriate, filing financing statements and any amendments and continuations relating thereto under the UCC, to the extent, if any, that such Grantor’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 and/or any other titled Collateral if such notation is a condition to attachment, perfection or priority of, or ability of the Agent Lender to enforce, the Security Interest in Lender’s Lien on such Collateral; (ciii) complying with any Requirements of Law (including, without limitation, any provision of any statute, regulation or and/or treaty of the United States of America and/or any other Governmental Authority) as to any Collateral if compliance with such provision therewith is a condition to the attachment, perfection or priority of, or the ability of the Agent Lender to enforce, the Security Interest in Lender’s Lien on such Collateral; (div) obtaining governmental any waivers, consents and/or approvals from any Governmental Authority and/or other third Person(s) in form and other third-party consents and approvalssubstance reasonably satisfactory to Lender, including including, without limitation limitation, any consent of any licensor, lessor or other person Person obligated on such Collateral; (ev) obtaining waivers from mortgageesmortgagees and landlords, and bailee letters from bailees, landlords and any other person who has possession of or any interest in any Collateral or any real property on which any such Collateral may be locatedas applicable, in form and substance satisfactory to Lender and in the Agentmanner provided by this Agreement; (f) providing to the Agent “control” over such Collateral, to the extent that perfection can only be achieved under the UCC by control or where obtaining perfection by control provides more protection to the Secured Creditors that perfection by filing a financing statement; and (gvi) taking any and all actions required by under any earlier versions of the UCC or by under any other lawRequirements of Law, as determined by Lender in its sole but reasonable discretion to be applicable in any relevant UCC or other jurisdiction, or by other law as applicable in including, without limitation, any foreign jurisdiction; providedand/or (vii) executing, howeverdelivering and, that nothing contained where appropriate filing of, the Intellectual Property Security Agreement in clause (d) or (e) shall require such Grantor to pay the form attached hereto as Exhibit B, any consideration (supplemental Intellectual Property Security Agreements and any other than any governmental application, processing, filing or recording fees) in order to obtain any consent or waiver referred to in such clausesapplicable filings related thereto with the United States Patent and Trademark Office and the United States Copyright Office.

Other Actions as to any and all Collateral. Such Grantor The Company further agrees to take any other action reasonably requested by the Agent Lender to insure ensure the attachment, perfection and first priority (subject to Permitted Liens) of, and the ability of the Agent Lender to enforce, the Security Interest Lender's security interest in any and all of the Collateral provided by such Grantor including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCCUniform Commercial Code, to the extent, if any, that such Grantor’s the Company's signature thereon is required therefor; therefore, (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 Security Interest Lender's security interest in such Collateral; , (c) holding its books and records relating to the Collateral segregated from all the Company’s other books and records in a manner satisfactory to the Lender, (d) delivering to the Lender from time to time promptly at its request, all invoices, original documents of title, contracts, chattel paper, instruments and any other writings relating thereto, and other evidence of performance of contracts, or evidence of shipment or delivery of the merchandise or of the rendering of services, (e) delivering to the Lender promptly at the Lender’s request from time to time additional copies of any or all of such papers or writings and such other information with respect to any of the Collateral and such schedules of inventory, schedules of accounts and such other writings as the Lender may in its sole discretion deem to be necessary or effectual to evidence the Lender’s security interest in the Collateral, (f) 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 Lender to enforce, the Security Interest Lender's security interest in such Collateral; , (dg) obtaining governmental and other third-third party consents and approvals, including without limitation any consent of any licensor, lessor or other person obligated on such Collateral; , (eh) obtaining endeavoring to obtain waivers from mortgagees, bailees, mortgagees and landlords and 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 “control” over such Collateral, to the extent that perfection can only be achieved under the UCC by control or where obtaining perfection by control provides more protection to the Secured Creditors that perfection by filing a financing statement; Lender and (gi) taking all actions required by any earlier versions of the UCC 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; provided, however, that nothing contained in clause (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 clauses.

Other Actions as to any and all Collateral. Such Grantor Each Borrower further agrees agrees, upon the request of Lender and at Lender’s option, to take any and all other action actions as Lender may reasonably requested by the Agent determine to insure be necessary or useful for the attachment, perfection and first priority (subject to Permitted Liens) of, and the ability of the Agent Lender to enforce, the Security Interest Lender’s Lien in any and all of the Collateral provided by such Grantor includingCollateral, without limitation, including (ai) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC, to the extent, if any, that such Grantorthe applicable Borrower’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 Security Interest Lender’s security interest in such Collateral; , (ciii) 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 Lender to enforce, the Security Interest Lender’s security interest in such Collateral; , (div) obtaining making commercially reasonable efforts to obtain governmental and other third-third party waivers, consents and approvals, in form and substance reasonably satisfactory to Lender, including without limitation any consent of any licensor, lessor or other person obligated on such Collateral; , (ev) obtaining waivers from mortgagees, bailees, mortgagees and landlords and 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 reasonably satisfactory to Lender, (vi) creating and perfecting Liens in favor of Lender in any real property acquired after the Agent; (f) providing to the Agent “control” over such CollateralClosing Date, to the extent that perfection can only be achieved under the UCC by control or where obtaining perfection by control provides more protection to the Secured Creditors that perfection by filing a financing statement; and (gvii) taking all actions required by under any earlier versions of the UCC or by under any other law, as reasonably determined by Lender to be applicable in any relevant UCC or other jurisdiction, or by other law as applicable in including any foreign jurisdiction; provided. In addition to the foregoing, howeverBorrowers shall on such periodic basis as Lender shall require, (w) provide Lender with a report of all new material patentable, copyrightable or trademarkable materials acquired or generated by each Borrower during the prior period which the Borrowers intend to register with the United States Patent and Trademark Office or the Library of Congress, as applicable, (x) cause (i) all Patents and Trademarks and (ii) all Copyrights that nothing contained are material to such Borrower’s business, in clause each case, acquired or generated by such Borrower and not already the subject of a registration with the appropriate filing office (dor an application therefor diligently prosecuted) to be registered with such appropriate filing office in a manner sufficient to impart constructive notice of such Borrower’s ownership thereof, (y) cause to be prepared, executed, and delivered to Lender supplemental schedules to the applicable Loan Documents to identify such Patents, Copyrights and Trademarks as being subject to the security interests created thereunder, and (z) execute and deliver to Lender at Lender’s request Security Documents with respect to such patents, trademarks or (e) shall require such Grantor to pay any consideration (other than any governmental application, processing, copyrights for filing or recording fees) in order to obtain any consent or waiver referred to in such clauseswith the appropriate filing office.

Other Actions as to any and all Collateral. Such 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 the Agent commercially reasonable actions Secured Party may determine to insure be necessary or useful for the attachment, perfection and first priority (subject to Permitted Liens) of, and the ability of the Agent Secured Party to enforce, the Secured Party’s Security Interest Interest, and (ii) cooperate with Secured Party in any and identifying all of Debtor’s personal property assets and proper descriptions of such assets for the Collateral provided by purpose of including such Grantor 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 UCC, to the extent, if any, that such GrantorDebtor’s signature thereon is required therefor; required, (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 Security Interest Secured Party’s security interest in such Collateral; , (cC) 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 Secured Party to enforce, the Security Interest Secured Party’s security interest in such Collateral; , (dD) obtaining governmental and other third-third party waivers, consents and approvalsapprovals in Proper Form, including including, without limitation limitation, any consent of any licensor, lessor or other person Person obligated on such Collateral; , (eE) obtaining waivers from mortgagees, bailees, mortgagees and landlords and 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 reasonably satisfactory to the Agent; Secured Party, (f) providing to the Agent “control” over such Collateral, to the extent that perfection can only be achieved under the UCC by control or where obtaining perfection by control provides more protection to the Secured Creditors that perfection by filing a financing statement; and (gF) taking all actions required by under the UCC 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; provided, however(G) providing Secured Party promptly upon its request with proper legal descriptions of, that nothing contained and all other information and documents pertaining to, Debtor’s interest in clause real property, deposit accounts, brokerage accounts, jewelry and all other personal property assets of Debtor, and (dH) providing such other information and documents, and executing such other appropriate documents or (e) shall require such Grantor to pay any consideration (other than any governmental application, processing, filing or recording fees) instruments as Secured Party may reasonably request in order to obtain any consent or waiver referred give effect to in such clausesthis Agreement and the collateral security contemplated by this Agreement.

Other Actions as to any and all Collateral. Such Grantor Debtor further agrees to take any other action reasonably requested by the Agent Secured Party to insure ensure the attachment, perfection and first priority (subject to Permitted Liens) of, and the ability of the Agent Secured Party to enforce, the Security Interest security interest of Secured Party, for its own benefit and as agent for its Affiliates, in any and all of the Collateral provided by such Grantor Collateral, including, without limitation, : (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC, to the extent, if any, that such Grantor’s signature thereon is required therefor; (bi) 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 bank to enforce, the Security Interest security interest of Secured Party, for its own benefit and as agent for its Affiliates, in such Collateral. Specifically, 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 date 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; (cii) complying with any provision of any statute, regulation or treaty of the United States of America 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 the ability of the Agent Secured Party to enforce, the Security Interest security interest of Secured Party, for its own benefit and as agent for its Affiliates, in such Collateral; (diii) obtaining governmental and other third-third party consents and approvals, including including, without limitation limitation, any consent of any licensor, lessor or other person obligated on 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 Collateralrequest; (eiv) obtaining waivers from mortgagees, bailees, mortgagees and landlords and 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 reasonably satisfactory to Secured Party which affect any material portion of the Agent; Collateral as soon as possible but not more than forty-five (f45) providing to the Agent “control” over days after such Collateral, to the extent that perfection can only be achieved under the UCC by control or where obtaining perfection by control provides more protection to the Secured Creditors that perfection by filing a financing statementrequest; and (gv) 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; provided. 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, however, that nothing contained in clause (d) except to the extent resulting from the gross negligence or (e) shall require such Grantor to pay any consideration (other than any governmental application, processing, filing willful misconduct of Secured Party or recording fees) in order to obtain any consent or waiver referred to in such clausesits Affiliates.

Other Actions as to any and all Collateral. Such Each Grantor further agrees to promptly shall take any other action reasonably requested by the Administrative Agent to insure ensure the attachment, perfection and first priority status (subject to Permitted Liensno 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 Security Interest in any and all of the Collateral provided by such Grantor including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto (and continuations thereof) under the UCC, to the extent, if any, that such Grantor’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 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 Administrative Agent to enforce, the Security Interest in such Collateral; (d) obtaining using its best efforts to obtain any governmental and other third-third party consents and approvals, including without limitation any consent of any licensor, lessor or other person obligated on such Collateral; (e) obtaining using its best efforts to obtain any waivers from mortgagees, bailees, landlords and 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 Administrative Agent; (f) providing to the Agent “control” over such Collateral, to the extent that perfection can only be achieved under the UCC by control or where obtaining perfection by control provides more protection to the Secured Creditors that perfection by filing a financing statement; and (gf) taking all actions required by the UCC or by other lawLaw, as applicable in any relevant UCC jurisdiction, or by other law Law as applicable in any foreign domestic jurisdiction; provided, however, that nothing contained in clause (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 clauses.

Other Actions as to any and all Collateral. Such Grantor Debtor further agrees agrees, at the request and option of Secured Party, to take any and all other action reasonably requested by the Agent actions Secured Party may determine to insure be necessary or useful for the attachment, perfection and first priority (subject to Permitted Liens) of, and the ability of the Agent Secured Party to enforce, the Security Interest Secured Party’s security interest in any and all of the Collateral provided by such Grantor Collateral, including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCCUniform Commercial Code, to the extent, if any, that such GrantorDebtor’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 Security Interest Secured Party’s 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 Secured Party to enforce, the Security Interest Secured Party’s security interest in such Collateral; , (d) obtaining using commercially reasonable efforts to obtain governmental and other third-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 obligated on such Collateral; , (e) obtaining using commercially reasonable efforts to obtain waivers from mortgagees, bailees, landlords and 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, mortgagees in form and substance satisfactory to the Agent; Secured Party, and (f) providing to the Agent “control” over such Collateral, to the extent that perfection can only be achieved under the UCC by control or where obtaining perfection by control provides more protection to the Secured Creditors that perfection by filing a financing statement; and (g) taking all actions required by under any earlier versions of the UCC Uniform Commercial Code or by under any other law, 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; provided. Upon the execution of any real property lease to which Debtor is a party as a tenant, howeverBorrower shall use commercially reasonable efforts to cause to be delivered to Secured Party a landlord waiver and consent from the landlord under each such lease, that nothing contained in clause (d) or (e) shall require such Grantor a form reasonably acceptable 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 clausesSecured Party.

Other Actions as to any and all Collateral. Such Grantor Each Borrower further agrees agrees, upon the request of the Lender and at the Lender’s option, to take any and all other action actions as the Lender may reasonably requested by the Agent determine to insure be necessary or useful for the attachment, perfection and first priority (subject to Permitted Liens) of, and the ability of the Agent Lender to enforce, the Security Interest Lender’s Lien in any and all of the Collateral provided by such Grantor includingCollateral, without limitation, including (ai) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC, to the extent, if any, that such Grantorthe applicable Borrower’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 Security Interest Lender’s security interest in such Collateral; , (ciii) 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 Lender to enforce, the Security Interest Lender’s security interest in such Collateral; , (div) obtaining governmental and other third-third party waivers, consents and approvals, in form and substance reasonably satisfactory to the Lender, including without limitation any consent of any licensor, lessor or other person obligated on such Collateral; , (ev) obtaining waivers from mortgagees, bailees, mortgagees and landlords and 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 reasonably satisfactory to the Agent; Lender, (fvi) providing to creating and perfecting Liens in favor of the Agent “control” over such CollateralLender in any real property acquired after the Closing Date, to the extent that perfection can only be achieved under the UCC by control or where obtaining perfection by control provides more protection to the Secured Creditors that perfection by filing a financing statement; and (gvii) taking all actions required by under any earlier versions of the UCC or by under any other law, as reasonably determined by the Lender to be applicable in any relevant UCC or other jurisdiction, or by other law as applicable in including any foreign jurisdiction; provided. In addition to the foregoing, howevereach Borrower shall on such periodic basis as the Lender shall require, that nothing contained (w) provide the Lender with a report of all new patentable, copyrightable or trademarkable materials acquired or generated by such Borrower during the prior period (whether or not the Borrower ultimately causes such patent, copyright or trademark to be registered as set forth in clause (dx) below), (x) cause all patents, copyrights, and trademarks acquired or generated by such Borrower material to its business that are not already the subject of a registration with the appropriate filing office (eor an application therefor diligently prosecuted) shall require and the registration of which would not significantly compromise the Borrower’s competitive position, to be registered with such Grantor appropriate filing office in a manner sufficient to pay any consideration impart constructive notice of such Borrower’s ownership thereof, (other than any governmental applicationy) cause to be prepared, processingexecuted, and delivered to the Lender supplemental schedules to the applicable Loan Documents to identify such patents, copyrights and trademarks as being subject to the security interests created thereunder, and (z) execute and deliver to the Lender at the Lender’s request Patent, Trademark or Copyright Security Agreements with respect to such patents, trademarks or copyrights for filing or recording fees) in order to obtain any consent or waiver referred to in such clauseswith the appropriate filing office.

Other Actions as to any and all Collateral. Such Grantor The Grantors further agrees agree to take any other action reasonably requested by the Collateral Agent to insure the attachment, perfection and first priority (subject to Permitted Liens) of, and the ability of the Collateral Agent to enforce, the Security Interest Collateral Agent's security interest in any and all of the Collateral provided by such Grantor including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCCUniform Commercial Code, to the extent, if any, that such any Grantor’s '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 Security Interest Collateral Agent's 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 Collateral Agent to enforce, the Security Interest Collateral Agent's security interest in such Collateral; , (d) obtaining governmental and other third-third party consents and approvals, including without limitation any consent of any licensor, lessor or other person obligated on such Collateral; , (e) subject to the Collateral Exception, obtaining waivers from mortgagees, bailees, landlords and 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 Collateral Agent; , (f) providing to the Agent “control” over such Collateral, to the extent that perfection can only be achieved under the UCC by control or where obtaining perfection by control provides more protection to the Secured Creditors that perfection by filing a financing statement; and (g) taking all actions required by any earlier versions of the UCC 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; provided, however(g) delivery to the Collateral Agent of stock certificates (and stock powers duly executed in blank in favor of the Collateral Agent) covering all of the Capital Units described on Schedule A, that nothing contained in clause and (dh) or if the Maturity Date is extended, at the time of such extension entering into with Collateral Agent and a service company reasonably acceptable to Collateral Agent and Grantors, a contract requiring (ei) shall require such Grantor the service company to file continuation statements and (ii) the Grantors 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 clausesthe cost of all filings and creation of continuation and termination statements .

Other Actions as to any and all Collateral. Such Grantor Each of the Companies further agrees agrees, upon request of the Administrative Agent and at the Administrative Agent's option, to take any and all other action reasonably requested by actions as the Administrative Agent may determine to insure be necessary or useful for the attachment, perfection and first priority (subject to Permitted LiensLiens entitled to priority under applicable law) of, and the ability of the Administrative Agent to enforce, the Security Interest Administrative Agent's security interest in any and all of the Collateral provided by such Grantor Collateral, including, without limitation, (a) executing and delivering any supplemental security agreements or assignments requested by the Administrative Agent and relating to Collateral consisting of patents, trademarks, copyrights or other intellectual property or property related thereto or other specialized collateral for which additional documentation may be necessary or advisable in the opinion of the Administrative Agent, (b) executing, delivering and, where appropriate, filing (i) financing statements and amendments relating thereto under the UCCUniform Commercial Code, to the extent, if any, that such Grantor’s Company's signature thereon is required therefor; , and (bii) documents and notices in any other state, federal or other filing office for any portion of the Collateral in which documents or notices relating to such Collateral are in the opinion of the Administrative Agent necessary or advisable to be filed or recorded, (c) 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 the attachment, perfection or priority of, or ability of the Administrative Agent to enforce, the Security Interest Administrative Agent's security interest in such Collateral; , (cd) 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 Administrative Agent to enforce, the Security Interest Administrative Agent's security interest in such Collateral; , (de) obtaining using commercially reasonable efforts to obtain governmental and other third-third party waivers, consents and approvalsapprovals in form and substance satisfactory to the Administrative Agent, including including, without limitation limitation, any consent of any licensor, lessor or other person obligated on such Collateral; , (ef) obtaining except as otherwise provided in the Credit Agreement, using commercially reasonable efforts to obtain waivers from mortgagees, bailees, mortgagees and landlords and 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 Administrative Agent “control” over such Collateral, to the extent that perfection can only be achieved under the UCC by control or where obtaining perfection by control provides more protection to the Secured Creditors that perfection by filing a financing statement; and (g) taking all actions required by under any earlier versions of the UCC Uniform Commercial Code or by under any other law, as reasonably determined by the Administrative Agent to be applicable in any relevant UCC Uniform Commercial Code or other jurisdiction, or by other law as applicable in including any foreign jurisdiction; provided, however, that nothing contained in clause (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 clauses.

Other Actions as to any and all Collateral. Such The Grantor further agrees agrees, upon request of the Lender and at the Lender’s option, to take any and all other action actions as the Lender may reasonably requested by the Agent determine to insure be necessary for the attachment, perfection and first priority (subject to Permitted Liens) of, and the ability of the Agent Lender to enforce, the Security Interest Lender’s security interest in any and all of the Collateral provided by such Grantor 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 such the Grantor’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 Security Interest Lender’s security interest in such Collateral; , (ciii) 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 Lender to enforce, the Security Interest Lender’s security interest in such Collateral; , (div) obtaining governmental and other third-third party waivers, consents and approvalsapprovals in form and substance reasonably satisfactory to Lender, including including, without limitation limitation, any consent of any licensor, lessor or other person obligated on such Collateral; , (ev) obtaining governmental and other third-party waivers, consents, and approvals in form and substance reasonably satisfactory to Lender, including without limitation, consent of any licensor, lessor or other person obligated on Collateral, and (vi) obtaining waivers from mortgagees, bailees, mortgagees and landlords and 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 “control” over such Collateral, to the extent that perfection can only be achieved under the UCC by control or where obtaining perfection by control provides more protection to the Secured Creditors that perfection by filing a financing statement; Lender and (gvi) taking all actions required by under any earlier versions of the UCC or by under any other law, as reasonably determined by the Lender to be applicable in any relevant UCC or other jurisdiction, or by other law as applicable in including any foreign jurisdiction; provided, however, that nothing contained in clause (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 clauses.

Other Actions as to any and all Collateral. Such Grantor Debtor further agrees agrees, at the request and option of Collateral Agent, to take any and all other action reasonably requested by the actions Collateral Agent may determine to insure be necessary or useful for the attachment, perfection and first priority (subject to Permitted Liens) of, and the ability of the Collateral Agent to enforce, the Security Interest Collateral Agent’s security interest in any and all of the Collateral provided by such Grantor Collateral, including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCCUniform Commercial Code, to the extent, if any, that such GrantorDebtor’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 Security Interest Collateral Agent’s 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 Collateral Agent to enforce, the Security Interest Collateral Agent’s security interest in such Collateral; , (d) obtaining using commercially reasonable efforts to obtain governmental and other third-third party waivers, consents and approvalsapprovals in form and substance satisfactory to Collateral Agent, including including, without limitation limitation, any consent of any licensor, lessor or other person obligated on such Collateral; , (e) obtaining using commercially reasonable efforts to obtain waivers from mortgagees, bailees, landlords and 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, mortgagees in form and substance satisfactory to the Collateral Agent; , (f) providing taking all actions under any earlier versions of the Uniform Commercial Code or under any other law, as reasonably determined by Collateral Agent to the Agent “control” over such Collateralbe applicable in any relevant Uniform Commercial Code or other jurisdiction, to the extent that perfection can only be achieved under the UCC by control or where obtaining perfection by control provides more protection to the Secured Creditors that perfection by filing a financing statement; including any foreign jurisdiction, and (g) taking all actions required acknowledging the Intercreditor Agreement (but not any amendments or other modifications of the Intercreditor Agreement). Borrower shall use commercially reasonable efforts to cause to be delivered to Collateral Agent, within sixty (60) days after the Closing Date, a landlord waiver and consent in a form reasonably acceptable to Collateral Agent, from each of (a) Franklin SaltLake LLC, the landlord of the premises leased by Development pursuant to that certain Master Lease Agreement dated June 12, 2005, and (b) (i) CB Xxxxxxx Xxxxx Investors, L.L.C. (“CBREI”), the UCC master landlord of the premises leased by EDS Information Services L.L.C. (“EDS”) pursuant to that certain Lease Agreement dated as of June 26, 2001 with Development, the landlord’s interest under which was assigned to CBREI by Development pursuant to that certain Assignment of Lease dated as of June 26, 2001, and (ii) EDS, the sublandlord of the premises subleased by Borrower pursuant to that certain Sublease Agreement dated as of June 26, 2001. Upon the execution of each other real property lease to which Borrower or by other lawGuarantor is a party as a tenant, as applicable Borrower shall use commercially reasonable efforts to cause to be delivered to Collateral Agent a landlord waiver and consent from the landlord under each such lease, in any relevant UCC jurisdiction, or by other law as applicable in any foreign jurisdiction; provided, however, that nothing contained in clause (d) or (e) shall require such Grantor a form reasonably acceptable 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 clausesCollateral Agent.

Other Actions as to any and all Collateral. Such Grantor further agrees to take any other action reasonably Borrower shall perform all the acts requested by the Collateral Agent which are reasonably necessary to insure the attachment, perfection and maintain a valid perfected first priority (subject security interest in the Collateral. Without limiting the foregoing, at any time and from time to Permitted Liens) oftime, upon the written request of the Collateral Agent, and at the ability sole expense of the Agent to enforceBorrower, the Security Interest in Borrower shall promptly and duly execute and deliver any and all of such further instruments and documents and take such further action as the Collateral provided by such Grantor Agent may reasonably deem necessary or desirable to obtain the full benefits of this Agreement, including, without limitation, : (a) executing, delivering and, where appropriate, filing and causing to be filed any financing or continuation statements and amendments relating thereto (including "in lieu" continuation statements) under the UCC, UCC with respect to the extentsecurity interests granted hereby and such supplemental instruments, if anydocuments, that agreements and chattel paper, in the form of assignments or otherwise, as the Collateral Agent shall require for the purpose of confirming and perfecting, and continuing the perfection of, Lender's security interest in any or all of the Collateral, or as is necessary to provide Lender with control over the Collateral or any portion thereof, Borrower also hereby authorizing the Collateral Agent to file any such Grantor’s financing or continuation statement (including "in lieu" continuation statements) without the signature thereon is required thereforof Borrower; (b) causing filing or cooperating with the Agent’s name Collateral Agent in filing any forms or other documents required to be noted recorded with the United States Patent and Trademark Office or United States Copyright Office; (c) placing the interest of Lender as secured party lienholder on any the certificate of title for (or similar evidence of ownership) of any Collateral owned by Borrower which is covered by a titled good if such notation is certificate of title (or similar evidence of ownership); (d) executing and delivering and using commercially reasonable efforts to cause the applicable depositary institution, securities intermediary, commodity intermediary or issuer or nominated party under a condition letter of credit to attachmentexecute and deliver a collateral control agreement with respect to any deposit account, perfection securities account or priority commodity account or letter-of, -credit right in or ability to which Borrower has any right or interest; (e) using commercially reasonable efforts to obtain waivers of liens from landlords and mortgagees of any location where any of the Agent Collateral may from time to enforce, the Security Interest in such Collateraltime be stored or located; (cf) 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 Lender to enforce, the Security Interest Lender's security interest in such Collateral; and (dg) obtaining governmental and other third-third party waivers, consents and approvalsapprovals in form and substance satisfactory to Lender, including including, without limitation limitation, any consent of any licensor, lessor or other person obligated on such Collateral; (e) obtaining waivers from mortgagees, bailees, landlords and 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 “control” over such Collateral, to the extent that perfection can only be achieved under the UCC by control or where obtaining perfection by control provides more protection to the Secured Creditors that perfection by filing a financing statement; and (g) taking all actions required by the UCC or by other law, as applicable in any relevant UCC jurisdiction, or by other law as applicable in any foreign jurisdiction; provided, however, that nothing contained in clause (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 clauses.

Other Actions as to any and all Collateral. Such Grantor Each Borrower further agrees agrees, upon the request of the Lender and at the Lender’s option, to take any and all other action actions as the Lender may reasonably requested by the Agent determine to insure be necessary or useful for the attachment, perfection and first priority (subject to Permitted Liens) of, and the ability of the Agent Lender to enforce, the Security Interest Lender’s Lien in any and all of the Collateral provided by such Grantor includingCollateral, without limitation, including (ai) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC, to the extent, if any, that such Grantorthe applicable Borrower’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 Security Interest Lender’s security interest in such Collateral; , (ciii) 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 Lender to enforce, the Security Interest Lender’s security interest in such Collateral; , (div) obtaining making commercially reasonable efforts to obtain governmental and other third-third party waivers, consents and approvals, in form and substance reasonably satisfactory to the Lender, including without limitation any consent of any licensor, lessor or other person obligated on such Collateral; , (ev) obtaining waivers from mortgagees, bailees, mortgagees and landlords and 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 reasonably satisfactory to the Agent; Lender, (fvi) providing to creating and perfecting Liens in favor of the Agent “control” over such CollateralLender in any real property acquired after the Closing Date, to the extent that perfection can only be achieved under the UCC by control or where obtaining perfection by control provides more protection to the Secured Creditors that perfection by filing a financing statement; and (gvii) taking all actions required by under any earlier versions of the UCC or by under any other law, as reasonably determined by the Lender to be applicable in any relevant UCC or other jurisdiction, or by other law as applicable in including any foreign jurisdiction; provided. In addition to the foregoing, howeverBorrowers shall on such periodic basis as the Lender shall require, (w) provide the Lender with a report of all new material patentable, copyrightable or trademarkable materials acquired or generated by each Borrower during the prior period which the Borrowers intend to register with the United States Patent and Trademark Office or the Library of Congress, as applicable, (x) cause all Patents and Trademarks, and cause all Copyrights that are material to each Borrower’s business, in each case, acquired or generated by such Borrower, that nothing contained are not already the subject of a registration with the appropriate filing office (or an application therefor diligently prosecuted) to be registered with such appropriate filing office in clause a manner sufficient to impart constructive notice of such Borrower’s ownership thereof, (dy) cause to be prepared, executed, and delivered to the Lender supplemental schedules to the applicable Loan Documents to identify such Patents, Copyrights and Trademarks as being subject to the security interests created thereunder, and (z) execute and deliver to the Lender at the Lender’s request Patent, Trademark or (e) shall require Copyright Security Agreements with respect to such Grantor to pay any consideration (other than any governmental applicationpatents, processing, trademarks or copyrights for filing or recording fees) in order to obtain any consent or waiver referred to in such clauseswith the appropriate filing office.

Other Actions as to any and all Collateral. Such Grantor Each Borrower further agrees to take any other action reasonably requested by the Agent Bank to insure ensure the attachment, perfection and first priority (subject to Permitted Liens) of, and the ability of the Agent Bank to enforce, the Security Interest Bank’s security interest in any and all of the Collateral provided by such Grantor includingCollateral, without limitation, including (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC, to the extent, if any, that such Grantor’s signature thereon is required therefor; (b) causing the AgentBank’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 bank to enforce, the Security Interest Bank’s security interest in such Collateral; , (cb) 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 Bank to enforce, the Security Interest Bank’s security interest in such Collateral; , (dc) obtaining using all commercially reasonable efforts to obtain governmental and other third-third party consents and approvals, including without limitation any consent of any licensor, lessor or other person Person obligated on Collateral, it being understood and agreed, however, that any failure to obtain such Collateral; consents and approvals may (in accordance with clause (e) obtaining of the definition of Eligible Inventory) result in decreased availability under the Borrowing Base, (d) using all commercially reasonable efforts to obtain waivers from mortgagees, bailees, mortgagees and landlords and 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; Bank, it being understood and agreed, however, that any failure to obtain such waivers may (fin accordance with clause (c) providing to of the Agent “control” over such Collateral, to the extent that perfection can only be achieved definition of Eligible Inventory) result in decreased availability under the UCC by control or where obtaining perfection by control provides more protection to the Secured Creditors that perfection by filing a financing statement; Borrowing Base, and (ge) 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; provided, however, that nothing contained in clause (d) or (e) shall require such Grantor . Each Borrower further agrees to pay indemnify and hold the Bank harmless against claims of any consideration (other than any governmental application, processing, filing or recording fees) in order Persons not a party to obtain any consent or waiver referred to in such clausesthis Agreement concerning disputes arising over the Collateral.

Other Actions as to any and all Collateral. Such Grantor The Borrower further agrees agrees, upon request of the Lender and at the Lender’s option, to take any and all other action actions as the Lender may reasonably requested by the Agent determine to insure be necessary or useful for the attachment, perfection and first priority of (subject subject, however, to Permitted Liens) ofLiens permitted under the Credit Agreement), and the ability of the Agent Lender to enforce, the Security Interest Lender’s security interest in any and all of the Collateral provided by such Grantor Collateral, including, without limitation, (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCCUniform Commercial Code, to the extent, if any, that such Grantorthe 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 Security Interest Lender’s 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 Lender to enforce, the Security Interest Lender’s security interest in such Collateral; , (d) obtaining governmental and other third-third party waivers, consents and approvalsapprovals in form and substance satisfactory to the Lender, including including, without limitation limitation, any consent of any licensor, lessor or other person obligated on such Collateral; , (e) obtaining using reasonable best efforts to obtain waivers from mortgagees, bailees, mortgagees and landlords and 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; Lender and in accordance with the terms of the Credit Agreement, and (f) providing to the Agent “control” over such Collateral, to the extent that perfection can only be achieved under the UCC by control or where obtaining perfection by control provides more protection to the Secured Creditors that perfection by filing a financing statement; and (g) taking all actions required by under any earlier versions of the UCC Uniform Commercial Code or by under any other law, as reasonably determined by the Lender to be applicable in any relevant UCC Uniform Commercial Code or other jurisdiction, or by other law as applicable in including any foreign jurisdiction; provided, however, that nothing contained in clause (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 clauses.

Other Actions as to any and all Collateral. Such Grantor The Co-Borrowers further agrees agree to take any other action reasonably requested by the Agent Lender to insure ensure the attachment, perfection and first priority (subject to Permitted Liens) of, and the ability of the Agent Lender to enforce, the Security Interest Lender's security interest in any and all of the Collateral provided by such Grantor includingCollateral, without limitation, including (a) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC, to the extent, if any, that such Grantor’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 Security Interest Lender's security interest in such Collateral; , (cb) 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 Lender to enforce, the Security Interest Lender's security interest in such Collateral; , (dc) obtaining using commercially reasonable efforts to obtain governmental and other third-third party consents and approvals, including without limitation any consent of any licensor, lessor or other person Person obligated on such Collateral; , (ed) obtaining using commercially reasonable efforts to obtain waivers from mortgagees, bailees, mortgagees and landlords and 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 “control” over such CollateralLender, to the extent that perfection can only be achieved under the UCC by control or where obtaining perfection by control provides more protection to the Secured Creditors that perfection by filing a financing statement; and (ge) 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; provided. 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, howeverexcept for claims arising from Liens encumbering the assets acquired in the Acquisition and other matters, in each case, that nothing contained were in clause (d) or (e) shall require such Grantor existence prior to pay any consideration (other than any governmental application, processing, filing or recording fees) in order the Closing Date which were not disclosed by the Lender to obtain any consent or waiver referred to in such clausesthe Co-Borrowers under the Acquisition Agreement.