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

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of the Agent, and at the sole expense of the Grantor, the Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further action as the Agent may reasonably deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including, without limitation, (a) using its best efforts to secure all consents and approvals from any and all Governmental Authorities or other Person necessary or appropriate for the assignment to the Agent of any Contract or License held by the Grantor or in which the Grantor has any rights not heretofore assigned, (b) filing any financing or continuation statements under the UCC with respect to the security interests granted hereby, (c) filing or cooperating with the Agent in filing any forms or other documents required to be filed with the United States Patent and Trademark Office, United States Copyright Office, or any filings in any foreign jurisdiction or under any international treaty, required to secure or protect the Agent's interest in the Collateral (d) transferring Collateral to the Agent's possession (if a security interest in such Collateral can be perfected by possession), (e) placing the interest of the Agent as lienholder on the certificate of title (or other evidence of ownership) of any vehicle or watercraft owned by the Grantor or in or with respect to which the Grantor holds a beneficial interest, (f) as to any new Deposit Account or Securities Account to be opened by the Grantor, as applicable, executing and delivering, and causing the applicable depository institution or security intermediary to execute and deliver, a collateral control agreement with respect to each new Deposit Account or Securities Account, and (g) as to any new insurance policy to be maintained by the Grantor, to execute and deliver to the insurance company issuing such policy a Notice of Security Interest in Insurance Policy. The Grantor also hereby authorizes the Agent to file any such financing or continuation statement without the signature of the Grantor. If any amount payable under or in connection with any of the Collateral is or shall become evidenced by any Instrument, such Instrument, other than checks and notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to the Agent and delivered to the Agent immediately upon the Grantor's receipt thereof.

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of the Agent, and at the sole expense of the Grantor, the Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further action as the Collateral Agent may reasonably deem desirable request to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, includingwhich shall in any case include, without limitation, but shall not be limited to: (a) using its best commercially reasonable efforts if reasonably required by the Collateral Agent to secure all consents and approvals from any and all Governmental Authorities or other Person necessary or appropriate for the assignment grant of a security interest to the Collateral Agent of in any Contract or License material contract held by the Grantor or in which the Grantor has any rights right or interest not heretofore assigned, (b) authorizing the filing of and delivering and causing to be filed any financing or continuation statements under the UCC with respect to the security interests granted hereby, (c) filing or reasonably cooperating with the Collateral Agent in filing any forms or other documents required to be filed recorded with the United States Patent and Trademark Office, the United States Copyright Office, including, but not limited to, the IP Security Agreements, or if reasonably requested by the Collateral Agent, any filings actions, filings, recordings or registrations in any foreign jurisdiction or under any international treaty, required to secure or protect the Collateral Agent's ’s interest in the Collateral Grantor’s Collateral, (d) at the Collateral Agent’s reasonable request, transferring the Grantor’s Collateral to the Collateral Agent's ’s possession (if a security interest in such Collateral can be perfected by possession), (e) at the Collateral Agent’s reasonable request, placing the interest of the Collateral Agent as lienholder on the certificate of title (or other similar evidence of ownership) of any vehicle vehicle, watercraft or watercraft other Equipment constituting Collateral owned by the Grantor which is covered by a certificate of title (or similar evidence of ownership) and which has a value of $25,000 or more in any one instance or with respect to which $50,000 or more in the Grantor holds a beneficial interest, aggregate for all such Equipment and (f) as to any new Deposit Account or Securities Account to be opened by upon the Grantor, as applicableCollateral Agent’s reasonable request, executing and delivering, and delivering or causing the applicable depository institution or security intermediary to execute and deliver, a collateral control agreement with respect to each new Deposit Account or Securities Account, and (g) as to any new insurance policy to be maintained by delivered written notice to insurers of the GrantorCollateral Agent’s security interest in, to execute and deliver to the or claim in or under, any policy of insurance company issuing such policy a Notice of Security Interest in Insurance Policy(including unearned premiums). The Grantor also hereby authorizes the Collateral Agent to file any such financing or continuation statement without the signature of the Grantor. If any amount payable under or in connection with any of the Collateral is or shall become evidenced by any Instrument, such Instrument, other than checks and notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to the Agent and delivered to the Agent immediately upon the Grantor's receipt thereof.

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of the Agent, and at the sole expense of the such Grantor, the each Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further action as the Collateral Agent may reasonably deem desirable request to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, includingwhich shall in any case include, without limitation, but shall not be limited to: (a) using its best efforts authorizing the filing of and delivering and causing to secure all consents and approvals from any and all Governmental Authorities or other Person necessary or appropriate for the assignment to the Agent of any Contract or License held by the Grantor or in which the Grantor has any rights not heretofore assigned, (b) filing be filed any financing or continuation statements under the UCC with respect to the security interests granted hereby, (cb) filing or cooperating with the Collateral Agent in filing any forms or other documents required to be filed recorded with the United States Patent and Trademark Office, the United States Copyright Office, or any filings in any foreign jurisdiction or under any international treaty, required Office to secure or protect the Collateral Agent's ’s interest in such Grantor’s Collateral, (c) at the Collateral (d) Agent’s reasonable request, transferring such Grantor’s Collateral to the Collateral Agent's possession ’s possession, or otherwise taking such other actions reasonably necessary or desirable to enable the Collateral Agent to obtain “control” (within the meaning of the UCC) with respect thereto (if a security interest in such Collateral can be perfected by possessionpossession and if such transfer is required under the other provisions of this Agreement), and (ed) at the Collateral Agent’s reasonable request, placing the interest of the Agent as lienholder on the any vehicle, watercraft or other Equipment constituting Collateral owned by such Grantor which is covered by a certificate of title tile (or other similar evidence of ownership) and which as a book value of Two Hundred and Fifty Thousand Dollars ($250,000) or more, in any vehicle or watercraft owned by the Grantor one instance or in or with respect to which the Grantor holds a beneficial interestaggregate for all such Equipment, and (fe) as to any new Deposit Account or Securities Account to be opened by upon the Grantor, as applicableCollateral Agent’s reasonable request, executing and delivering, and delivering or causing the applicable depository institution or security intermediary to execute and deliver, a collateral control agreement with respect to each new Deposit Account or Securities Account, and (g) as to any new insurance policy to be maintained by delivered written notice to insurers of the GrantorCollateral Agent’s security interest in, to execute and deliver or claim in or under, any policy of insurance (including unearned premiums), in each case subject to the insurance company issuing such policy a Notice of Security Interest in Insurance PolicyCollateral and Guarantee Requirements. The Each Grantor also hereby authorizes the Collateral Agent to file any such financing or continuation statement without the signature of the such Grantor. If any amount payable under or in connection with any of the Collateral is or shall become evidenced by any Instrument, such Instrument, other than checks and notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to the Agent and delivered to the Agent immediately upon the Grantor's receipt thereof.

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of the Agent, and at the sole expense of the such Grantor, the such Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further action as the Collateral Agent may reasonably deem desirable request (except in contravention of the express terms of this Agreement) to obtain the full benefits of this Security Agreement and of the rights and powers herein grantedgranted herein, includingwhich shall in any case include, without limitation, but shall not be limited to: (a) using its best commercially reasonable efforts if requested by the Collateral Agent to secure all consents and approvals from any and all Governmental Authorities or other Person necessary or appropriate for the assignment grant of a security interest to the Collateral Agent of in any Contract lease, license, contract or License agreement held by the such Grantor or in which the such Grantor has any rights right or interest (or with respect to which such Grantor has any right or interest in the assets subject to such lease, license, contract or agreement) not heretofore assigned, ; (b) authorizing the filing of and delivering and causing to be filed any financing or continuation statements under the UCC with respect to the security interests granted hereby, ; (c) filing or reasonably cooperating with the Collateral Agent in filing any forms or other documents required to be filed recorded with the United States Patent and Trademark Office, Office or the United States Copyright OfficeOffice (in each case including short-form intellectual property security agreements in the form attached hereto as Annex II for all Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses of such Grantor), or if reasonably requested by the Collateral Agent, any filings actions, filings, recordings or registrations in any foreign jurisdiction or under any international treaty, required to secure or protect the Collateral Agent's ’s interest in the Collateral such Grantor’s Collateral; (d) at the Collateral Agent’s reasonable request, transferring such Grantor’s Collateral to the Collateral Agent's ’s possession (if a security interest in such Collateral can be perfected by possession), ; and (e) placing upon the interest of the Agent as lienholder on the certificate of title (or other evidence of ownership) of any vehicle or watercraft owned by the Grantor or in or with respect to which the Grantor holds a beneficial interest, (f) as to any new Deposit Account or Securities Account to be opened by the Grantor, as applicableCollateral Agent’s reasonable request, executing and delivering, and delivering or causing the applicable depository institution or security intermediary to execute and deliver, a collateral control agreement with respect to each new Deposit Account or Securities Account, and (g) as to any new insurance policy to be maintained by delivered written notice to insurers of the GrantorCollateral Agent’s security interest in, to execute and deliver to the or claim in or under, any policy of insurance company issuing such policy a Notice of Security Interest in Insurance Policy(including unearned premiums). The Such Grantor also hereby authorizes the Collateral Agent to file any such financing or continuation statement without the signature of the such Grantor. If any amount payable under or in connection with any of the Collateral is or shall become evidenced by any Instrument, such Instrument, other than checks and notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to the Agent and delivered to the Agent immediately upon the Grantor's receipt thereof.

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the GrantorGrantors, the each Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further action as the Administrative Agent may reasonably deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including, without limitation, (a) except as otherwise provided in the Credit Agreement, using its best commercially reasonable efforts to secure all consents and approvals from any and all Governmental Authorities or other Person necessary or appropriate for the assignment grant of a security interest to the Administrative Agent of in any Contract or License license held by the any Grantor or in which the any Grantor has any rights not heretofore assigned, (b) filing any financing statements, amendments or continuation statements under the UCC with respect to the security interests granted hereby, (c) filing or cooperating with the Administrative Agent in filing any forms or other documents required to be filed with the United States Patent and Trademark Office, United States Copyright Office, or any filings in any foreign jurisdiction or under any international treaty, required to secure or protect the Administrative Agent's ’s interest in the Collateral Collateral, (d) transferring Collateral (other than Instruments to be promptly deposited for collection) to the Administrative Agent's ’s possession (if a security interest in such Collateral can be perfected and free from an adverse claim only by possession), (e) placing obtaining agreements from landlords, warehousemen and mortgagees as required pursuant to the interest of the Agent as lienholder on the certificate of title (or other evidence of ownership) of any vehicle or watercraft owned by the Grantor or in or with respect to which the Grantor holds a beneficial interestCredit Agreement, (f) as doing all things necessary to protect any new Deposit Account or Securities Account Grantor’s and the Administrative Agents interest in any Inventory sold on consignment, including, without limitation, the filing of financing statements in applicable jurisdictions and assigning any such financing statements to be opened by the GrantorAdministrative Agent, as applicable, executing (g) using commercially reasonable efforts to obtain written acknowledgements from consignees and deliveringbailees of the prior lien of the Administrative Agent in and to the Collateral and that such third party is holding possession of the Collateral for the benefit of the Administrative Agent, and causing (h) assisting the applicable depository institution or security intermediary to execute and deliver, a collateral Administrative Agent in obtaining control agreement under the UCC with respect to each new any Collateral consisting of Deposit Account or Securities AccountAccounts, Investment Property, Letter-of-Credit Rights and (g) as to any new insurance policy to be maintained by the Grantor, to execute and deliver to the insurance company issuing such policy a Notice of Security Interest in Insurance PolicyElectronic Chattel Paper. The Each Grantor also hereby authorizes the Agent Administrative Agent, to the extent not prohibited by applicable law, to file any such financing statement, amendment or continuation statement without the signature signatures of the such Grantor. If any amount payable under or in connection with any of the Collateral is or shall become evidenced by any Instrument, such Instrument, other than checks and notes received in the ordinary course of any Grantor’s business, shall be duly endorsed in a manner satisfactory to the Administrative Agent and delivered to the Administrative Agent immediately promptly upon the any Grantor's ’s receipt thereof; provided that the inadvertent failure to so endorse and deliver any Instruments with a value of less than $10,000 in the aggregate shall not be a breach of this sentence.

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the reasonable written request of the Administrative Agent, and at the sole expense of the GrantorGrantors, the each Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further action as the Administrative Agent may deem reasonably deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including, without limitation, (a) using its best commercially reasonable efforts to secure all consents and approvals from any and all Governmental Authorities or other Person necessary or appropriate for the assignment grant of a security interest to the Administrative Agent of in any Contract or License held by the any Grantor or in which the any Grantor has any rights not heretofore assigned, (b) filing any financing statements, amendments or continuation statements under the UCC with respect to the security interests granted hereby, (c) filing or cooperating with the Administrative Agent in filing any forms or other documents required to be filed with the United States Patent and Trademark Office, the United States Copyright Office, Office or any filings in any foreign jurisdiction or under any international treaty, required to secure or protect the Administrative Agent's ’s interest in the Collateral Collateral, (d) transferring Collateral to the Administrative Agent's ’s possession (if a security interest in such Collateral can be perfected and free from an adverse claim only by possession), (e) filing financing statements as consignor pursuant to Section 9-505 of the UCC (or any other then applicable provision of the UCC) in such jurisdictions as any Grantor maintains Inventory on consignment, (f) placing the interest of the Administrative Agent as lienholder on the certificate of title (or other evidence of ownershipownership ) of any vehicle or watercraft that constitutes Collateral owned by the any Grantor or in or with respect to which the any Grantor holds a beneficial interest, (fg) using its commercially reasonable efforts to obtain waivers of liens from landlords and mortgagees as required pursuant to the Credit Agreement, (h) obtaining written acknowledgements from consignees, warehouse and other bailees of the prior lien of the Administrative Agent in and to the Collateral and that such third party is holding possession of the Collateral for the benefit of the Administrative Agent to the extent provided in such written acknowledgement, (i) executing supplements to this Security Agreement in form and substance reasonably satisfactory to the Administrative Agent necessary to identify and grant to the Administrative Agent a security interest in any new Deposit Account or Securities Account to be opened Commercial Tort Claims acquired by the such Grantor, as applicable, executing and delivering, and causing (j) assisting the applicable depository institution or security intermediary to execute and deliver, a collateral Administrative Agent in obtaining control agreement under the UCC with respect to each new any Collateral consisting of Deposit Account or Securities AccountAccounts (excluding any accounts covered under the proviso in Section 5.02(p) of the Credit Agreement), Investment Property, Letter-of-Credit Rights and (g) as to any new insurance policy to be maintained by the Grantor, to execute and deliver to the insurance company issuing such policy a Notice of Security Interest in Insurance PolicyElectronic Chattel Paper. The Each Grantor also hereby authorizes the Agent Administrative Agent, to the extent not prohibited by applicable law, to file any such financing statement, amendment or continuation statement (including consignment filings) without the signature signatures of the such Grantor. If any amount payable under or in connection with any of the Collateral is or shall become evidenced by any Instrument, such Instrument, other than checks and notes received in the ordinary course of any Grantor’s business, shall be duly endorsed in a manner satisfactory to the Administrative Agent and delivered to the Administrative Agent immediately promptly upon the any Grantor's ’s receipt thereof.

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of the AgentCollateral Agent (pursuant to an instruction from the Noteholders (as defined in the Collateral Agency Agreement) in accordance with the Collateral Agency Agreement), and at the sole expense of the such Grantor, the such Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further action with respect to the Collateral as the Collateral Agent may reasonably deem necessary or desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including, without limitation, including (ai) using its best efforts to secure all consents and approvals from any and all Governmental Authorities or other Person necessary or appropriate for the assignment grant of a security interest to the Collateral Agent of in any Contract or License held by the such Grantor or in which the such Grantor has any rights right or interest not heretofore assigned, (bii) filing executing, delivering and causing to be filed any financing or continuation statements under the UCC with respect to the security interests granted hereby, (ciii) filing or cooperating with the Collateral Agent in filing any forms or other documents required to be filed recorded with the United States Patent and Trademark Office, United States Copyright Office, or any filings actions, filings, recordings or registrations in any foreign jurisdiction or under any international treaty, required to secure or protect the Collateral Agent's ’s security interest in the Collateral such Grantor’s Collateral, (div) transferring such Grantor’s Collateral to the Collateral Agent's ’s possession (if a security interest in such Collateral can be perfected by possession), (ev) executing and delivering and causing the applicable depository institution, securities intermediary, commodity intermediary or issuer or nominated party under a letter of credit to execute and deliver a collateral control agreement in form and substance reasonably acceptable to the Collateral Agent with respect to each Deposit Account; provided however, a collateral control agreement shall not be required for any individual Deposit Account with an amount less than $15,000 at all times; notwithstanding the foregoing, in no event shall the aggregate amount in all Deposit Accounts not subject to collateral control agreement exceed $100,000 at any time), Securities Account, Commodity Account or Letter-of-Credit Right in or to which such Grantor has any right or interest in order to perfect the security interest created hereunder in favor of the Collateral Agent (including giving the Collateral Agent “control” over such Collateral within the meaning of the applicable provisions of Article 8 and Article 9 of the UCC), but excluding the Deposit Accounts and Securities Accounts identified on Schedule IV-B, which are used exclusively for employee payroll or employee trust accounts, (vi) executing and delivering or causing to be delivered written notice to insurers of the Collateral Agent’s security interest in, or claim in or under, any policy of insurance (including unearned premiums), (vii) using its best efforts to obtain acknowledgments from bailees having possession of any Collateral and waivers of liens from landlords and mortgagees of any location where any of the Collateral in an aggregate amount in excess of $250,000 may from time to time be stored or located, and (viii) placing the interest of the Collateral Agent as lienholder on the certificate of title (or other evidence similar designation) on the Certificate of ownership) Title of any vehicle motor vehicles or watercraft other Equipment constituting Collateral owned by such Grantor which is covered by a Certificate of Title and delivering the Grantor original thereof to the Collateral Agent or its designated agent), it being understood that the Grantors shall not be required to comply with the foregoing requirements of this clause (viii) prior to an Event of Default unless the aggregate book value of motor vehicles and such Equipment exceeds $750,000 (in or with respect to which case, and in the Grantor holds a beneficial interestcase of an Event of Default, (f) as to any new Deposit Account or Securities Account all Certificates of Title will be required to be opened by delivered with the Grantor, as applicable, executing and delivering, and causing the applicable depository institution or security intermediary to execute and deliver, a collateral control agreement with respect to each new Deposit Account or Securities Account, and (g) as to any new insurance policy to be maintained by the Grantor, to execute and deliver to the insurance company issuing such policy a Notice of Security Interest in Insurance PolicyCollateral Agent’s Lien properly noted thereon). The Such Grantor also hereby authorizes the Collateral Agent and each Secured Party to file any such financing or continuation statement statement, and any amendments thereto, all without the signature of such Grantor. A carbon, photographic or other reproduction of this Agreement or any financing statement covering the GrantorCollateral or any part thereof shall be sufficient as a financing statement where permitted by law, and without limiting the generality of the foregoing, the Collateral Agent is expressly authorized to use a collateral description that encompasses “all assets” or “all personal property” or words of similar import in any such financing statement. If any amount payable under or in connection with any of the Collateral is or shall become evidenced by any Instrument, such Instrument, other than checks and notes received in the ordinary course of businessbusiness and any Instrument in the outstanding or stated amount of less than $25,000, shall be duly endorsed in a manner reasonably satisfactory to the Collateral Agent and delivered to the Collateral Agent immediately upon the promptly and in any event within five (5) Business Days of such Grantor's ’s receipt thereof. If at any time any Grantor shall hold any Investment Property comprised of certificated or uncertificated securities, such Grantor shall promptly, and in any event within five (5) Business Days of such Grantor’s acquisition or receipt thereof, pledge such Investment Property to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms of a pledge agreement in form and substance satisfactory to the Collateral Agent.

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of the a Grantor, the such Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further action as the Collateral Agent or Administrative Agent may reasonably deem desirable necessary to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including, without limitation, (a) using its best commercially reasonable efforts to secure all consents and approvals from any and all Governmental Authorities or other Person necessary or appropriate for the assignment grant of a security interest to the Collateral Agent of in any Contract or License license held by the such Grantor or in which the such Grantor has any rights not heretofore assigned, (b) authorizing the filing any financing statements, amendments or continuation statements under the UCC with respect to the security interests granted hereby, (c) filing or authorizing and cooperating with the Collateral Agent in filing any forms or other documents required to be filed with the United States Patent and Trademark Office, United States Copyright Office, or any filings in any foreign jurisdiction or under any international treaty, required to secure or protect the Collateral Agent's ’s interest in the Collateral Collateral, (d) except as set forth on Part II of Schedule I hereto, transferring Collateral to the Collateral Agent's ’s possession (if a security interest in such Collateral can be perfected and free from an adverse claim only by possession), (e) placing the interest authorizing filing financing statements as consignor pursuant to Sections 9-505(a) and 9-324(b) of the Agent as lienholder on the certificate of title UCC (or any other evidence then applicable provision of ownershipthe UCC) of any vehicle or watercraft owned by the in such jurisdictions as such Grantor or in or with respect to which the Grantor holds a beneficial interestmaintains Inventory on consignment, (f) using its commercially reasonable efforts to obtain waivers of Liens from landlords and mortgagees as required pursuant to the Credit Agreement, (g) obtaining the bailee/access letter with Ditan Corporation and using its commercially reasonable efforts to obtain written acknowledgements from other consignees, warehouses and other bailees of the prior Lien of the Collateral Agent in and to the Collateral and that such third party is holding possession of the Collateral for the benefit of the Collateral Agent, and (h) using its commercially reasonable efforts to assist the Collateral Agent in obtaining control under the UCC with respect to any new Collateral consisting of Deposit Accounts, Securities Accounts, Investment Property, Letter-of-Credit Rights and Electronic Chattel Paper, excluding any Deposit Account or Securities Account with a balance that is less than and is not expected at any time to be opened by the Grantor, as applicable, executing and delivering, and causing the applicable depository institution or security intermediary to execute and deliver, a collateral control agreement with respect to each new Deposit Account or Securities Account, and (g) as to any new insurance policy to be maintained by the Grantor, to execute and deliver to the insurance company issuing such policy a Notice of Security Interest in Insurance Policyexceed $300,000. The Each Grantor also hereby authorizes the Agent Collateral Agent, to the extent not prohibited by applicable Governmental Rules, to file any such financing statement, amendment or continuation statement (including consignment filings) without the signature signatures of the such Grantor. If any amount payable under or in connection with any of the Collateral is or shall become evidenced by any Instrument, such Instrument, other than checks and notes received in the ordinary course of a Grantor’s business, shall be duly endorsed in a manner satisfactory to the Collateral Agent and delivered to the Collateral Agent immediately promptly upon the any such Grantor's ’s receipt thereof.. Collateral Agent agrees to send each Grantor copies of all financing statements and other documents filed by Collateral Agent. EXHIBIT 99.4

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of the Agent, and at the sole expense of the such Grantor, the each Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further action as the Collateral Agent may reasonably deem desirable request to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, includingwhich shall in any case include, without limitation, but shall not be limited to: (a) using its best efforts authorizing the filing of and delivering and causing to secure all consents and approvals from any and all Governmental Authorities or other Person necessary or appropriate for the assignment to the Agent of any Contract or License held by the Grantor or in which the Grantor has any rights not heretofore assigned, (b) filing be filed any financing or continuation statements under the UCC with respect to the security interests granted hereby, (cb) filing or cooperating with the Collateral Agent in filing any forms or other documents required to be filed recorded with the United States Patent and Trademark Office, the United States Copyright Office, or any filings in any foreign jurisdiction or under any international treaty, required Office to secure or protect the Collateral Agent's ’s interest in such Grantor’s Collateral, (c) at the Collateral (d) Agent’s reasonable request, transferring such Grantor’s Collateral to the Collateral Agent's possession ’s possession, or otherwise taking such other actions reasonably necessary or desirable to enable the Collateral Agent to obtain “control” (within the meaning of the UCC) with respect thereto (if a security interest in such Collateral can be perfected by possessionpossession and if such transfer is required under the other provisions of this Agreement), and (ed) placing at the Collateral Agent’s reasonable request, promptly execute and deliver such documents as may be required to have the Collateral Agent’s security interest properly noted on a certificate of the Agent as lienholder on the title of any vehicle, watercraft or other Equipment constituting Collateral owned by such Grantor which is covered by a certificate of title (or other similar evidence of ownership) and which has a book value of Two Hundred and Fifty Thousand Dollars ($250,000) or more, in any vehicle or watercraft owned by the Grantor one instance or in or with respect to which the Grantor holds a beneficial interestaggregate for all such Equipment, and (fe) as to any new Deposit Account or Securities Account to be opened by upon the Grantor, as applicableCollateral Agent’s reasonable request, executing and delivering, and delivering or causing the applicable depository institution or security intermediary to execute and deliver, a collateral control agreement with respect to each new Deposit Account or Securities Account, and (g) as to any new insurance policy to be maintained by delivered written notice to insurers of the GrantorCollateral Agent’s security interest in, to execute and deliver or claim in or under, any policy of insurance (including unearned premiums), in each case subject to the insurance company issuing such policy a Notice of Security Interest in Insurance PolicyCollateral and Guarantee Requirements. The Each Grantor also hereby authorizes the Collateral Agent to file any such financing or continuation statement without the signature of the such Grantor. If any amount payable under or in connection with any of the Collateral is or shall become evidenced by any Instrument, such Instrument, other than checks and notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to the Agent and delivered to the Agent immediately upon the Grantor's receipt thereof.

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of the Agent, and at the sole expense of the such Grantor, the such Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further action as the Collateral Agent may reasonably deem desirable request to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, includingwhich shall in any case include, without limitation, but shall not be limited to: (a) using its best commercially reasonable efforts if required by the Collateral Agent to secure all consents and approvals from any and all Governmental Authorities or other Person necessary or appropriate for the assignment grant of a security interest to the Collateral Agent of in any Contract lease, license, contract or License agreement held by the such Grantor or in which the such Grantor has any rights right or interest (or with respect to which such Grantor has any right or interest in the assets subject to such lease, license, contract or agreement) not heretofore assigned, (b) authorizing the filing of and delivering and causing to be filed any financing or continuation statements under the UCC with respect to the security interests granted hereby, (c) filing or reasonably cooperating with the Collateral Agent in filing any forms or other documents required to be filed recorded with the United States Patent and Trademark Office, the United States Copyright Office, or if reasonably requested by the Collateral Agent, any filings actions, filings, recordings or registrations in any foreign jurisdiction or under any international treaty, required to secure or protect the Collateral Agent's ’s interest in the Collateral such Grantor’s Collateral, (d) at the Collateral Agent’s reasonable request, transferring such Grantor’s Collateral to the Collateral Agent's ’s possession (if a security interest in such Collateral can be perfected by possession), (e) at the Collateral Agent’s request, placing the interest of the Collateral Agent as lienholder on the certificate of title (or other similar evidence of ownership) of any vehicle vehicle, watercraft or watercraft other Equipment constituting Collateral owned by the such Grantor which is covered by a certificate of title (or in or with respect to which the Grantor holds a beneficial interest, similar evidence of ownership) and (f) as to any new Deposit Account or Securities Account to be opened by upon the Grantor, as applicableCollateral Agent’s reasonable request, executing and delivering, and delivering or causing the applicable depository institution or security intermediary to execute and deliver, a collateral control agreement with respect to each new Deposit Account or Securities Account, and (g) as to any new insurance policy to be maintained by delivered written notice to insurers of the GrantorCollateral Agent’s security interest in, to execute and deliver to the or claim in or under, any policy of insurance company issuing such policy a Notice of Security Interest in Insurance Policy(including unearned premiums). The Such Grantor also hereby authorizes the Collateral Agent to file any such financing or continuation statement without the signature of the such Grantor. If any amount payable under or in connection with any of the Collateral is or shall become evidenced by any Instrument, such Instrument, other than checks and notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to the Agent and delivered to the Agent immediately upon the Grantor's receipt thereof.

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the GrantorGrantors, the each Grantor shall promptly and duly within a reasonable time period execute and deliver any and all such further instruments and documents and take such further action as the Administrative Agent may reasonably deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including, without limitation, (a) using its best efforts to secure all consents and approvals from any and all Governmental Authorities or other Person necessary or appropriate for the assignment grant of a security interest to the Administrative Agent of in any Contract or License held by the any Grantor or in which the any Grantor has any rights not heretofore assigned, (b) filing any financing statements, amendments or continuation statements under the UCC with respect to the security interests granted hereby, (c) filing or cooperating with the Administrative Agent in filing any forms or other documents required to be filed with the United States Patent and Trademark Office, United States Copyright Office, or any filings in any foreign jurisdiction or under any international treaty, required to secure or protect the Administrative Agent's ’s interest in the Collateral Collateral, (d) transferring Collateral to the Administrative Agent's ’s possession (if a security interest in such Collateral can be perfected and free from an adverse claim only by possession), (e) placing the interest filing financing statements as consignor pursuant to Section 9-505 of the Agent as lienholder on the certificate of title UCC (or any other evidence then applicable provision of ownershipthe UCC) of in such jurisdictions as any vehicle or watercraft owned by the Grantor or in or with respect to which the Grantor holds a beneficial interestmaintains Inventory on consignment, (f) using its best efforts to obtain waivers of liens from landlords and mortgagees as required pursuant to any new Deposit Account or Securities Account the Credit Agreement, (g) obtaining written acknowledgements from consignees, warehouse and other bailees of the prior lien of the Administrative Agent in and to be opened by the Grantor, as applicable, executing Collateral and deliveringthat such third party is holding possession of the Collateral for the benefit of the Administrative Agent, and causing (h) assisting the applicable depository institution or security intermediary to execute and deliver, a collateral Administrative Agent in obtaining control agreement under the UCC with respect to each new any Collateral consisting of Deposit Account or Securities AccountAccounts, Investment Property, Letter-of-Credit Rights and (g) as to any new insurance policy to be maintained by the Grantor, to execute and deliver to the insurance company issuing such policy a Notice of Security Interest in Insurance PolicyElectronic Chattel Paper. The Each Grantor also hereby authorizes the Agent Administrative Agent, to the extent not prohibited by applicable law, to file any such financing statement, amendment or continuation statement without the signature of the Grantor(including consignment filings). If any amount payable under or in connection with any of the Collateral is or shall become evidenced by any Instrument, such Instrument, other than checks and notes received in the ordinary course of any Grantor’s business, shall be duly endorsed in a manner satisfactory to the Administrative Agent and delivered to the Administrative Agent immediately promptly upon the any Grantor's ’s receipt thereof.

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the each Grantor, the such Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further action as the Administrative Agent may reasonably deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including, without limitation, (a) using its best commercially reasonable efforts to secure all consents and approvals from any and all Governmental Authorities or other Person necessary or appropriate for the assignment grant of a security interest to the Administrative Agent of in any Contract or License license held by the such Grantor or in which the such Grantor has any rights not heretofore assigned, (b) filing any financing statements, amendments or continuation statements under the UCC with respect to the security interests granted hereby, (c) filing or cooperating with the Administrative Agent in filing any forms or other documents required to be filed with the United States Patent and Trademark Office, United States Copyright Office, or any filings in any foreign jurisdiction or under any international treaty, required to secure or protect the Administrative Agent's ’s interest in the Collateral Collateral, (d) transferring Collateral to the Administrative Agent's ’s possession (if a security interest in such Collateral can be perfected and free from an adverse claim only by possession), (e) filing financing statements as consignor pursuant to Sections 9505(a) and 9324(b) of the UCC (or any other then applicable provision of the UCC) in such jurisdictions as such Grantor maintains Inventory on consignment, (f) if requested by Administrative Agent, placing the interest of the Administrative Agent as lienholder on the certificate of title (or other evidence of ownership) of any vehicle or watercraft owned by the such Grantor or in or with respect to which the such Grantor holds a beneficial interest, (fg) obtaining waivers of Liens from landlords and mortgagees as required pursuant to any new Deposit Account or Securities Account the Credit Agreement, (h) obtaining written acknowledgements from consignees, warehouse and other bailees of the prior lien of Administrative Agent in and to be opened by the Grantor, as applicable, executing Collateral and deliveringthat such third party is holding possession of the Collateral for the benefit of Administrative Agent, and causing (i) using its commercially reasonable efforts to assist Administrative Agent in obtaining control under the applicable depository institution or security intermediary to execute and deliver, a collateral control agreement UCC with respect to each new any Collateral consisting of Deposit Account or Securities Account, and Accounts (g) as to any new insurance policy to be maintained by the Grantor, to execute and deliver to the insurance company issuing such policy a Notice of Security Interest in Insurance Policyextent requested by Administrative Agent), Securities Accounts (to the extent requested by Administrative Agent), Investment Property, Letter-of-Credit Rights and Electronic Chattel Paper. The Each Grantor also hereby authorizes Administrative Agent, to the Agent extent permitted by applicable law, to file any such financing statement, amendment or continuation statement (including consignment filings) without the signature signatures of the such Grantor. If any amount payable under or in connection with any of the Collateral is or shall become evidenced by any Instrument, such Instrument, other than checks and notes received in the ordinary course of such Grantor’s business, shall be duly endorsed in a manner satisfactory to the Administrative Agent and delivered to the Administrative Agent immediately promptly upon the such Grantor's ’s receipt thereof. Each Grantor agrees to promptly deliver all certificated securities to Administrative Agent in suitable form for transfer, together with all duly executed instruments of transfer or assignments in blank.

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of the Grantor, the Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further action as the Collateral Agent may reasonably deem necessary or desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein grantedAgreement, including, without limitation, (a) using its best commercially reasonable efforts to secure all consents and approvals from any and all Governmental Authorities or other Person necessary or appropriate for the assignment grant of a security interest to the Secured Parties or the Collateral Agent in any item of any Contract or License Collateral held by the Grantor or in which the Grantor has any rights not heretofore assignedright or interest, (b) filing executing, delivering and causing to be filed any financing or continuation statements (including “in lieu” continuation statements) under the UCC with respect to the security interests granted hereby, (c) executing and delivering to Grantor an Intellectual Property security agreement for filing or recording with the United States Patent and Trademark Office or the United States Copyright Office and filing or cooperating with the Collateral Agent in filing any forms or other documents (including any such Intellectual Property security agreement) required to be filed recorded with the United States Patent and Trademark Office, United States Copyright Office, or any filings actions, filings, recordings or registrations in any foreign jurisdiction or under any international treaty, required to secure or protect the Secured Parties’ and the Collateral Agent's ’s interest in the Collateral Collateral, (d) transferring the Collateral to the Collateral Agent's ’s possession (if a security interest in such Collateral can be perfected only by possession), (e) placing the interest of the Agent as lienholder on the certificate of title (or other evidence of ownership) of any vehicle or watercraft owned by the Grantor or in or with respect to which the Grantor holds a beneficial interest, (f) as to any new Deposit Account or Securities Account to be opened by the Grantor, as applicable, executing and delivering, delivering and causing the applicable depository institution institution, securities intermediary, commodity intermediary or security intermediary issuer or nominated party under a letter of credit to execute and deliver, deliver a collateral control agreement with respect to each new Deposit Account, Securities Account or Securities AccountCommodity Account or Letter-of-Credit Right in or to which Grantor now or hereafter has any right or interest in order to perfect the security interest created hereunder in favor of the Secured Parties and the Collateral Agent (including giving the Collateral Agent or the Secured Parties “control” over such Collateral within the meaning of the applicable provisions of Article 8 and Article 9 of the UCC), (f) at the Collateral Agent’s reasonable request, executing and delivering or causing to be delivered written notice to insurers of the Secured Parties’ and the Collateral Agent’s security interest in, or claim in or under, any policy of insurance (including unearned premiums) and (g) at the Collateral Agent’s reasonable request, using its commercially reasonable efforts to obtain acknowledgments from bailees having possession of any Collateral and waivers of liens from landlords and mortgagees of any location where any of the Collateral may from time to time be stored or located. The Collateral Agent may at any time and from time to time file financing statements, continuation statements and amendments thereto that describe the Collateral as to any new insurance policy to all assets of Grantor or words of similar effect. Any such financing statements, continuation statements or amendments may be maintained signed by the Grantor, to execute Collateral Agent on behalf of Grantor and deliver to the insurance company issuing such policy a Notice of Security Interest may be filed at any time in Insurance Policyany jurisdiction. The Grantor also hereby authorizes the Collateral Agent to file any such financing or continuation statement without the signature of the Grantor. If any amount payable under or in connection with any of the Collateral is or shall become evidenced by any Instrument, such Instrument, other than checks and notes received in the ordinary course of businessbusiness and any Instrument in the outstanding or stated amount of less than $10,000, shall be duly endorsed in a manner reasonably satisfactory to the Collateral Agent and delivered to the Collateral Agent immediately upon the promptly and in any event within five (5) business days of Grantor's ’s receipt thereof.

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of the Agent, and at the sole expense of the such Grantor, except as otherwise required by the Orders, each Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further action as the Collateral Agent may reasonably deem desirable request to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, includingwhich shall in any case include, without limitation, but shall not be limited to: (a) using its best efforts authorizing the filing of and delivering and causing to secure all consents and approvals from any and all Governmental Authorities or other Person necessary or appropriate for the assignment to the Agent of any Contract or License held by the Grantor or in which the Grantor has any rights not heretofore assigned, (b) filing be filed any financing or continuation statements under the UCC with respect to the security interests granted hereby, (cb) filing or cooperating with the Collateral Agent in filing any forms or other documents required to be filed recorded with the United States Patent and Trademark Office, the United States Copyright Office, or any filings in any foreign jurisdiction or under any international treaty, required Office to secure or protect the Collateral Agent's ’s interest in such Grantor’s Collateral, (c) at the Collateral (d) Agent’s reasonable request, transferring such Grantor’s Collateral to the Collateral Agent's possession ’s possession, or otherwise taking such other actions reasonably necessary or desirable to enable the Collateral Agent to obtain “control” (within the meaning of the UCC) with respect thereto (if a security interest in such Collateral can be perfected by possessionpossession and if such transfer is required under the other provisions of this Agreement), and (ed) placing at the Collateral Agent’s reasonable request, promptly execute and deliver such documents as may be required to have the Collateral Agent’s security interest properly noted on a certificate of the Agent as lienholder on the title of any vehicle, watercraft or other Equipment constituting Collateral owned by such Grantor which is covered by a certificate of title (or other similar evidence of ownership) and which has a book value of Two Hundred and Fifty Thousand Dollars ($250,000) or more, in any vehicle or watercraft owned by the Grantor one instance or in or with respect to which the Grantor holds a beneficial interestaggregate for all such Equipment, and (fe) as to any new Deposit Account or Securities Account to be opened by upon the Grantor, as applicableCollateral Agent’s reasonable request, executing and delivering, and delivering or causing the applicable depository institution or security intermediary to execute and deliver, a collateral control agreement with respect to each new Deposit Account or Securities Account, and (g) as to any new insurance policy to be maintained by delivered written notice to insurers of the GrantorCollateral Agent’s security interest in, to execute and deliver or claim in or under, any policy of insurance (including unearned premiums), in each case subject to the insurance company issuing such policy a Notice of Security Interest in Insurance PolicyCollateral and Guarantee Requirements. The Each Grantor also hereby authorizes the Collateral Agent to file any such financing or continuation statement without the signature of the such Grantor. If any amount payable under or in connection with any of the Collateral is or shall become evidenced by any Instrument, such Instrument, other than checks and notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to the Agent and delivered to the Agent immediately upon the Grantor's receipt thereof.

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of the Agent, and at the sole expense of the Grantor, the Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further action as the Agent may reasonably deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including, without limitation, (a) using its best efforts to secure all consents and approvals from any and all Governmental Authorities or other Person necessary or appropriate for the assignment to the Agent of any Contract or License license held by the Grantor or in which the Grantor has any rights not heretofore assigned, (b) filing or cooperating with Agent in filing in any filing office in any jurisdiction any initial financing statements and amendments thereto that (i) indicate the Collateral (including any such financing statements and amendments thereto that identify the Collateral as including all assets of the Grantor), regardless of whether any particular asset constituting Collateral falls within the scope of Article 9 of the Uniform Commercial Code, and (ii) provide any other information required for the sufficiency or filing office acceptance of any financing statement or continuation statements under amendment (and in accordance therewith the UCC with respect Grantor (x) agrees to furnish any such information to the security interests granted herebyAgent promptly upon the Agent’s request and (y) ratifies its authorization for the Agent to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof), (c) filing or cooperating with the Agent in filing any forms or other documents required to be filed with the United States Patent and Trademark Office, United States Copyright Office, or any filings in any foreign jurisdiction or under any international treatytreaty or convention (including without limitation the UNIDROIT convention, if and when such convention becomes effective), required to secure or protect the Banks’ and Agent's ’s interest in the Collateral Collateral, (d) transferring Collateral to the Agent's ’s possession (if a security interest in such Collateral can be perfected by possession), and (e) placing without limiting the interest generality of the foregoing, Grantor shall, at the Grantor’s expense, take and cause to be taken all such actions as Agent as lienholder on may reasonably request in order to perfect and continue the certificate perfection of title (or other evidence of ownership) the liens and security interests granted to Banks and Agent in the Collateral, including, without limitation, compliance with the laws and regulations of any vehicle state or watercraft owned by the Grantor or in or with respect to which the Grantor holds a beneficial interest, (f) as to any new Deposit Account or Securities Account to be opened by the Grantor, as applicable, executing and delivering, and causing the applicable depository institution or security intermediary to execute and deliver, a collateral control agreement with respect to each new Deposit Account or Securities Account, and (g) as to any new insurance policy to be maintained by the Grantor, to execute and deliver county relating to the insurance company issuing such policy a Notice perfection of Security Interest in Insurance Policysecurity interests. The Grantor also hereby authorizes the Agent to file any such financing or continuation statement without the signature of the Grantor. If any amount payable under or in connection with any of the Collateral is or shall become evidenced by any Instrument, such Instrument, other than checks and notes note received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to the Agent and delivered to the Agent immediately upon the Grantor's ’s receipt thereof.

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of the GrantorPledgor, the Grantor Pledgor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further action as the Collateral Agent or the Directing Secured Parties may reasonably deem desirable to obtain the full benefits of this Security Pledge Agreement and of the rights and powers herein granted, including, without limitation, (a) using its best efforts to secure all consents and approvals from any and all Governmental Authorities or other Person necessary or appropriate for the assignment grant of a security interest to the Collateral Agent of any Contract or License held by the Grantor or in which the Grantor has any rights not heretofore assignedhereunder, (b) filing any financing statements, amendments or continuation statements under the UCC with respect to the security interests granted hereby, (c) filing or cooperating with the Collateral Agent or the Directing Secured Parties in filing any forms or other documents required to be filed with the United States Patent any governmental entity required in connection with this Pledge Agreement, and Trademark Office, United States Copyright Office, or any filings in any foreign jurisdiction or under any international treaty, required to secure or protect the Agent's interest in the Collateral (d) transferring Collateral to the Collateral Agent's possession (if a security interest in such Collateral can be perfected by ’s possession), (e) placing . Without limiting the interest generality of the Agent as lienholder on the certificate of title (or other evidence of ownership) of any vehicle or watercraft owned by the Grantor or in or preceding sentence, and with respect to which the Grantor holds a beneficial interestCollateral, the Pledgor shall (fi) as to any new Deposit Account or Securities Account to be opened by the Grantorprocure, as applicable, executing and delivering, and causing the applicable depository institution or security intermediary to execute and deliver, a collateral control agreement with respect to each new Deposit Account or Securities Account, and (g) as to any new insurance policy to be maintained by the Grantor, to execute and deliver to the insurance company issuing Collateral Agent all stock powers (or equivalent for non-stock equity), endorsements, assignments and other instruments of transfer reasonably requested by the Collateral Agent or the Directing Secured Parties, (ii) deliver to the Collateral Agent promptly upon receipt the originals of all Pledged Securities, other certificated securities representing or comprising Collateral, other Collateral and all certificates, instruments and other writings evidencing the same, (iii) cause the Lien of the Collateral Agent to be recorded or registered in the books of any financial intermediary or clearing corporation holding any Collateral as and when requested by the Collateral Agent or the Directing Secured Parties or (iv) at the request of the Collateral Agent or the Directing Secured Parties, xxxx conspicuously each of its records pertaining to the Collateral with a legend, in form and substance reasonably satisfactory to the Collateral Agent, indicating that such policy a Notice Collateral is subject to the security interest granted hereby. Each of Security Interest the other parties hereto shall provide the Collateral Agent with copies of all financing statements (including all continuations, amendments and terminations related thereto) regarding the Collateral promptly following such party’s filing any such document with any governmental authority, and each of the parties hereto shall provide the Collateral Agent with copies of any such filings in Insurance Policysuch party’s possession upon the Collateral Agent’s request. The Grantor Pledgor also hereby authorizes the Agent Collateral Agent, to the extent not prohibited by applicable law, to file any such financing statement, amendment or continuation statement without the signature signatures of the Grantor. If any amount payable under or in connection with any of Pledgor; provided, that, anything contained herein to the contrary notwithstanding, the Collateral is Agent shall not have any duty or shall become evidenced by any Instrumentresponsibility in respect of, such Instrument, other than checks and notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory makes no representation or warranty with respect to the Agent and delivered to the Agent immediately upon the Grantor's receipt thereofpreparation, filing, correctness, maintenance or accuracy of any financing statement or continuation statement evidencing any Lien in any Collateral.

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of the AgentBank, and at the sole expense of the Grantor, the Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further action as the Agent Bank may reasonably deem desirable request to obtain the full benefits of this Security Agreement and of the rights and powers herein grantedAgreement, including, without limitation, (a) using its best efforts to secure securing all consents and approvals from any and all Governmental Authorities or other Person necessary or appropriate for the assignment grant of a security interest to the Agent of Bank in any Contract or License held by the Grantor or in which the Grantor has any rights right or interest not heretofore assigned, (b) filing executing, delivering and causing to be filed any financing or continuation statements under the UCC with respect to the security interests granted hereby, (c) filing or cooperating with the Agent Bank in filing any forms or other documents required to be filed recorded with the United States Patent and Trademark Office, United States Copyright Office, or any filings actions, filings, recordings or registrations in any foreign jurisdiction or under any international treaty, required to secure or protect the AgentBank's interest in the Collateral Grantor's Collateral, (d) transferring Grantor's Collateral to the AgentBank's possession (possession, if a security interest in such Collateral can be perfected only by possession), (e) placing the interest of the Agent Bank as lienholder on the certificate of title (or other similar evidence of ownership) of any vehicle vehicle, watercraft or watercraft other Equipment constituting Collateral owned by the Grantor which is covered by a certificate of title (or in or with respect to which the Grantor holds a beneficial interestsimilar evidence of ownership), (f) as to any new Deposit Account or Securities Account to be opened by the Grantor, as applicable, executing and delivering, delivering and causing the applicable depository institution institution, securities intermediary, commodity intermediary or security intermediary issuer or nominated party under a letter of credit to execute and deliver, deliver a collateral control agreement with respect to each any new Deposit Account, Securities Account or Securities AccountCommodity Account or Letter-of-Credit Right in or to which Grantor has any right or interest in order to perfect the security interest created hereunder in favor of Bank (including giving Bank "control" over such Collateral within the meaning of the applicable provisions of Article 8 and Article 9 of the UCC), and (g) as to any new insurance policy at Bank's reasonable request, executing and delivering or causing to be maintained by delivered written notice to insurers of Bank's security interest in, or claim in or under, any policy of insurance (including unearned premiums) and (h) at Bank's reasonable request, obtaining acknowledgments from bailees having possession of any Collateral and waivers of liens from landlords and mortgagees of any location where any of the Grantor, Collateral may from time to execute and deliver to the insurance company issuing such policy a Notice of Security Interest in Insurance Policytime be stored or located. The Grantor also hereby authorizes the Agent Bank to file any such financing or continuation statement without the signature of the Grantor. If any amount payable under or in connection with any of the Collateral is or shall become evidenced by any Instrument, such Instrument, other than checks and notes received in the ordinary course of business, business shall be duly endorsed in a manner satisfactory to the Agent Bank and delivered to the Agent immediately upon the Bank promptly and in any event within five (5) Business Days of Grantor's receipt thereof.

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of the Agent, and at the sole expense of the such Grantor, the such Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further action as the Collateral Agent may reasonably deem desirable request to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, includingwhich shall in any case include, without limitation, but shall not be limited to: (a) using its best commercially reasonable efforts if required by the Collateral Agent to secure all consents and approvals from any and all Governmental Authorities or other Person necessary or appropriate for the assignment grant of a security interest to the Collateral Agent of in any Contract lease, license, contract or License agreement held by the such Grantor or in which the such Grantor has any rights right or interest (or with respect to which such Grantor has any right or interest in the assets subject to such lease, license, contract or agreement) not heretofore assigned, (b) authorizing the filing of and delivering and causing to be filed any financing or continuation statements under the UCC with respect to the security interests granted hereby, (c) filing or reasonably cooperating with the Collateral Agent in filing any forms or other documents required to be filed recorded with the United States Patent and Trademark Office, the United States Copyright Office, or if reasonably requested by the Collateral Agent, any filings actions, filings, recordings or registrations in any foreign jurisdiction or under any international treaty, required to secure or protect the Collateral Agent's ’s interest in the Collateral such Grantor’s Collateral, (d) to the extent required by Section 5.1 or 5.4, at the Collateral Agent’s reasonable request, transferring such Grantor’s Collateral to the Collateral Agent's ’s possession (if a security interest in such Collateral can be perfected by possession), (e) at the Collateral Agent’s request, placing the interest of the Collateral Agent as lienholder on the certificate of title (or other similar evidence of ownership) of any vehicle vehicle, watercraft or watercraft other Equipment constituting Collateral owned by the such Grantor which is covered by a certificate of title (or in or with respect to which the Grantor holds a beneficial interest, similar evidence of ownership) and (f) as to any new Deposit Account or Securities Account to be opened by upon the Grantor, as applicableCollateral Agent’s request, executing and delivering, and delivering or causing the applicable depository institution or security intermediary to execute and deliver, a collateral control agreement with respect to each new Deposit Account or Securities Account, and (g) as to any new insurance policy to be maintained by delivered written notice to insurers of the GrantorCollateral Agent’s security interest in, to execute and deliver to the or claim in or under, any policy of insurance company issuing such policy a Notice of Security Interest in Insurance Policy(including unearned premiums). The Such Grantor also hereby authorizes the Collateral Agent to file any such financing or continuation statement without the signature of the such Grantor. If any amount payable under or in connection with any of the Collateral is or shall become evidenced by any Instrument, such Instrument, other than checks and notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to the Agent and delivered to the Agent immediately upon the Grantor's receipt thereof.

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the GrantorGrantors, the each Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further action as the Administrative Agent may reasonably deem desirable request to obtain the full benefits of this Security Agreement and of the rights and powers herein granted., including, without limitation, (a) using its best commercially reasonable efforts to secure all consents and approvals from any and all Governmental Authorities or other Person necessary or appropriate for the assignment grant of a security interest to the Administrative Agent of in any material Contract or License held by the any Grantor or in which the any Grantor has any rights not heretofore assigned, (b) filing any financing statements, amendments or continuation statements under the UCC with respect to the security interests granted hereby, (c) filing or cooperating with the Administrative Agent in filing any forms or other documents required to be filed with the United States Patent and Trademark Office, United States Copyright Office, or any filings in any foreign jurisdiction or under any international treaty, required to secure or protect the Administrative Agent's ’s interest in the Collateral Collateral, (d) transferring Collateral to the Administrative Agent's ’s possession (if a security interest in such Collateral can be perfected and free from an adverse claim only by possession; it being understood that stock of Immaterial Subsidiaries is not required to be delivered hereunder), (e) placing the interest filing financing statements as consignor pursuant to Section 9-505 of the Agent as lienholder on the certificate of title UCC (or any other evidence then applicable provision of ownershipthe UCC) of in such jurisdictions as any vehicle or watercraft owned by the Grantor or in or with respect to which the Grantor holds a beneficial interestmaintains Inventory on consignment, (f) using its commercially reasonable efforts to obtain waivers of liens from landlords and mortgagees as required pursuant to any new Deposit Account or Securities Account the Credit Agreement, (g) using its commercially reasonable efforts to be opened by obtain written acknowledgements from consignees, warehouse and other bailees of the Grantor, as applicable, executing prior lien of the Administrative Agent in and deliveringto the Collateral and that such third party is holding possession of the Collateral for the benefit of the Administrative Agent, and causing (h) assisting the applicable depository institution or security intermediary to execute and deliver, a collateral Administrative Agent in obtaining control agreement under the UCC with respect to each new any Collateral consisting of Deposit Account or Securities AccountAccounts (other than De Minimis Accounts), and Investment Property (g) as to any new insurance policy to be maintained by the Grantor, to execute and deliver subject to the insurance company issuing such policy a Notice of Security Interest limitations set forth in Insurance Policythe Credit Agreement with respect to Equity Interests in Foreign Subsidiaries), Letter-of-Credit Rights and Electronic Chattel Paper. The Each Grantor also hereby authorizes the Agent Administrative Agent, to the extent not prohibited by applicable law, to file any such financing statement, amendment or continuation statement (including consignment filings) without the signature signatures of the such Grantor. If any amount in excess of $100,000 payable under or in connection with any of the Collateral is or shall become evidenced by any Instrument, such Instrument, other than checks and notes received in the ordinary course of any Grantor’s business, shall be duly endorsed in a manner reasonably satisfactory to the Administrative Agent and delivered to the Administrative Agent immediately promptly upon the any Grantor's ’s receipt thereof.

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of the Agent, and at the sole expense of the such Grantor, the such Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further action as the Collateral Agent may reasonably deem desirable request to obtain the full benefits of this Security Agreement and of the rights and powers herein grantedgranted herein, includingwhich shall in any case include, without limitation, but shall not be limited to: (a) using its best commercially reasonable efforts if requested by the Collateral Agent to secure all consents and approvals from any and all Governmental Authorities or other Person necessary or appropriate for the assignment grant of a security interest to the Collateral Agent of in any Contract lease, license, contract or License agreement held by the such Grantor or in which the such Grantor has any rights right or interest (or with respect to which such Grantor has any right or interest in the assets subject to such lease, license, contract or agreement) not heretofore assigned, ; (b) authorizing the filing of and delivering and causing to be filed any financing or continuation statements under the UCC with respect to the security interests granted hereby, ; (c) filing or reasonably cooperating with the Collateral Agent in filing any forms or other documents required to be filed recorded with the United States Patent and Trademark Office, Office or the United States Copyright OfficeOffice (in each case including short-form intellectual property security agreements in the form attached hereto as Annex II for all U.S. registered or applied for Copyrights, Patents, and Trademarks of such Grantor) or if reasonably requested by the Collateral Agent in accordance with Section 5.2(b) hereof, any filings actions, filings, recordings or registrations in any such foreign jurisdiction or under any such international treaty, required to secure or protect perfect the Collateral Agent's ’s interest in the Collateral such Grantor’s Collateral; (d) at the Collateral Agent’s reasonable request, transferring such Grantor’s Collateral to the Collateral Agent's ’s possession (if a security interest in such Collateral can be perfected by possession), ; and (e) placing upon the interest of the Agent as lienholder on the certificate of title (or other evidence of ownership) of any vehicle or watercraft owned by the Grantor or in or with respect to which the Grantor holds a beneficial interest, (f) as to any new Deposit Account or Securities Account to be opened by the Grantor, as applicableCollateral Agent’s reasonable request, executing and delivering, and delivering or causing the applicable depository institution or security intermediary to execute and deliver, a collateral control agreement with respect to each new Deposit Account or Securities Account, and (g) as to any new insurance policy to be maintained by delivered written notice to insurers of the GrantorCollateral Agent’s security interest in, to execute and deliver to the or claim in or under, any policy of insurance company issuing such policy a Notice of Security Interest in Insurance Policy(including unearned premiums). The Such Grantor also hereby authorizes the Collateral Agent to file any such financing or continuation statement without the signature of the Grantor. If any amount payable under or in connection with any of the Collateral is or shall become evidenced by any Instrument, such Instrument, other than checks and notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to the Agent and delivered to the Agent immediately upon the Grantor's receipt thereofstatement.

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the GrantorGrantors, the each Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further action as the Administrative Agent may reasonably deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including, without limitation, (a) except as otherwise provided in the Credit Agreement, using its best commercially reasonable efforts to secure all consents and approvals from any and all Governmental Authorities or other Person necessary or appropriate for the assignment grant of a security interest to the Administrative Agent of in any Contract or License license held by the any Grantor or in which the any Grantor has any rights not heretofore assigned, (b) filing any financing statements, amendments or continuation statements under the UCC with respect to the security interests granted hereby, (c) filing or cooperating with the Administrative Agent in filing any forms or other documents required to be filed with the United States Patent and Trademark Office, United States Copyright Office, or any filings in any foreign jurisdiction or under any international treaty, required to secure or protect the Administrative Agent's ’s interest in the Collateral Collateral, (d) transferring Collateral (other than Instruments to be promptly deposited for collection) to the Administrative Agent's ’s possession (if a security interest in such Collateral can be perfected and free from an adverse claim only by possession), (e) placing obtaining agreements from landlords, warehousemen and mortgagees as required pursuant to the interest of the Agent as lienholder on the certificate of title (or other evidence of ownership) of any vehicle or watercraft owned by the Grantor or in or with respect to which the Grantor holds a beneficial interestCredit Agreement, (f) as doing all things necessary to protect any new Deposit Account or Securities Account Grantor’s and the Administrative Agent’s interest in any Inventory sold on consignment, including, without limitation, the filing of financing statements in applicable jurisdictions and assigning any such financing statements to be opened by the GrantorAdministrative Agent, as applicable, executing (g) using commercially reasonable efforts to obtain written acknowledgements from consignees and deliveringbailees of the prior lien of the Administrative Agent in and to the Collateral and that such third party is holding possession of the Collateral for the benefit of the Administrative Agent, and causing (h) assisting the applicable depository institution or security intermediary to execute and deliver, a collateral Administrative Agent in obtaining control agreement under the UCC with respect to each new any Collateral consisting of Deposit Account or Securities AccountAccounts, Investment Property, Letter-of-Credit Rights and (g) as to any new insurance policy to be maintained by the Grantor, to execute and deliver to the insurance company issuing such policy a Notice of Security Interest in Insurance PolicyElectronic Chattel Paper. The Each Grantor also hereby authorizes the Agent Administrative Agent, to the extent not prohibited by applicable law, to file any such financing statement, amendment or continuation statement without the signature signatures of the such Grantor. If any amount payable under or in connection with any of the Collateral is or shall become evidenced by any Instrument, such Instrument, other than checks and notes received in the ordinary course of any Grantor’s business, shall be duly endorsed in a manner satisfactory to the Administrative Agent and delivered to the Administrative Agent immediately promptly upon the any Grantor's ’s receipt thereof; provided that the inadvertent failure to so endorse and deliver any Instruments with an aggregate value of less than $25,000 shall not be a breach of this sentence.

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of the such Grantor, the such Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further action as the Collateral Agent may reasonably deem necessary or desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including, without limitation, including (ai) using its best efforts to secure all consents and approvals from any and all Governmental Authorities or other Person necessary or appropriate for the assignment grant of a security interest to the Collateral Agent of in any Contract or License held by the such Grantor or in which the such Grantor has any rights right or interest not heretofore assigned, (bii) filing executing, delivering and causing to be filed any financing or continuation statements under the UCC with respect to the security interests granted hereby, (ciii) filing or cooperating with the Collateral Agent in filing any forms or other documents required to be filed recorded with the United States Patent and Trademark Office, United States Copyright Office, or any filings actions, filings, recordings or registrations in any foreign jurisdiction or under any international intentional treaty, required to secure secured or protect the Collateral Agent's ’s security interest in the Collateral such Grantor’s Collateral, (div) transferring such Grantor’s Collateral to the Collateral Agent's ’s possession (if a security interest in such Collateral can be perfected by possession), (ev) executing and delivering and causing the applicable depository institution, securities intermediary, commodity intermediary or issuer or nominated party under a letter of credit to execute and deliver a collateral control agreement in form and substance reasonably acceptable to the Collateral Agent with respect to each Deposit Account; provided however, a collateral control agreement shall not be required for any individual Deposit Account with an amount less than $15,000 at all times; notwithstanding the foregoing, in no event shall the aggregate amount in all Deposit Accounts not subject to collateral control agreement exceed $100,000 at any time), Securities Account, Commodity Account or Letter-of-Credit Right in or to which such Grantor has any right or interest in order to perfect the security interest created hereunder in favor of the Collateral Agent (including giving the Collateral Agent “control” over such Collateral within the meaning of the applicable provisions of Article 8 and Article 9 of the UCC), but excluding the Deposit Accounts and Securities Accounts identified on Schedule IV-B, which are used exclusively for employee payroll or employee trust accounts, (vi) executing and delivering or causing to be delivered written notice to insurers of the Collateral Agent’s security interest in, or claim in or under, any policy of insurance (including unearned premiums), (vii) using its best efforts to obtain acknowledgments from bailees having possession of any Collateral and waivers of liens from landlords and mortgagees of any location where any of the Collateral in an aggregate amount in excess of $250,000 may from time to time be stored or located, and (viii) placing the interest of the Collateral Agent as lienholder on the certificate of title (or other evidence similar designation) on the Certificate of ownership) Title of any vehicle motor vehicles or watercraft other Equipment constituting Collateral owned by such Grantor which is covered by a Certificate of Title and delivering the Grantor original thereof to the Collateral Agent or its designated agent), it being understood that the Grantors shall not be required to comply with the foregoing requirements of this clause (viii) prior to an Event of Default unless the aggregate book value of motor vehicles and such Equipment exceeds $750,000 (in or with respect to which case, and in the Grantor holds a beneficial interestcase of an Event of Default, (f) as to any new Deposit Account or Securities Account all Certificate of Titles will be required to be opened by delivered with the Grantor, as applicable, executing and delivering, and causing the applicable depository institution or security intermediary to execute and deliver, a collateral control agreement with respect to each new Deposit Account or Securities Account, and (g) as to any new insurance policy to be maintained by the Grantor, to execute and deliver to the insurance company issuing such policy a Notice of Security Interest in Insurance PolicyCollateral Agent’s Lien properly noted thereon). The Such Grantor also hereby authorizes the Collateral Agent and each Secured Party to file any such financing or continuation statement statement, and any amendments thereto, all without the signature of such Grantor. A carbon, photographic or other reproduction of this Agreement or any financing statement covering the GrantorCollateral or any part thereof shall be sufficient as a financing statement where permitted by law, and without limiting the generality of the foregoing, the Collateral Agent is expressly authorized to use a collateral description that encompasses “all assets” or “all personal property” or words of similar import in any such financing statement. If any amount payable under or in connection with any of the Collateral is or shall become evidenced by any Instrument, such Instrument, other than checks and notes received in the ordinary course of businessbusiness and any Instrument in the outstanding or stated amount of less than $25,000, shall be duly endorsed in a manner reasonably satisfactory to the Collateral Agent and delivered to the Collateral Agent immediately upon the promptly and in any event within five (5) Business Days of such Grantor's ’s receipt thereof. If at any time any Grantor shall hold any Investment Property comprised of certificated or uncertificated securities, such Grantor shall promptly, and in any event within five (5) Business Days of such Grantor’s acquisition or receipt thereof, pledge such Investment Property to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms of a pledge agreement in form and substance satisfactory to the Collateral Agent.

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of the Agent, and at the sole expense of the Grantor, the Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further action as the Agent may reasonably deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including, without limitation, (a) using its best efforts to secure all consents and approvals from any and all Governmental Authorities or other Person necessary or appropriate for the assignment to the Agent of any Contract Container Related Agreement or License license held by the Grantor or in which the Grantor has any rights not heretofore assigned, (b) filing or cooperating with Agent in filing in any appropriate filing office in any appropriate jurisdiction any initial financing statements and amendments thereto that (i) indicate the Collateral, regardless of whether any particular asset constituting Collateral falls within the scope of Article 9 of the UCC, and (ii) provide any other information required for the sufficiency or filing office acceptance of any financing statement or continuation statements under amendment (and in accordance therewith the UCC with respect Grantor (x) agrees to furnish any such information to the security interests granted herebyAgent promptly upon the Agent’s request and (y) ratifies the Agent’s filing prior to the date hereof, in any appropriate jurisdiction, of any Uniform Commercial Code initial financing statements or amendments thereto that have been reviewed and approved by Grantor), (c) filing or cooperating with the Agent in filing any forms or other documents required to be filed with the United States Patent and Trademark Office, United States Copyright Office, or any filings in any foreign jurisdiction or under any international treatytreaty or convention (including without limitation the UNIDROIT convention, if and when such convention becomes effective), required to secure or protect the Secured Parties’ and Agent's ’s interest in the Collateral Collateral, (d) transferring Collateral to the Agent's ’s possession (if a security interest in such Collateral can be perfected by possession), and (e) placing without limiting the interest generality of the foregoing, Grantor shall, at the Grantor’s expense, take and cause to be taken all such actions as Agent as lienholder on may reasonably request in order to perfect and continue the certificate perfection of title (or other evidence of ownership) the liens and security interests granted to Secured Parties and Agent in the Collateral, including, without limitation, compliance with the laws and regulations of any vehicle state or watercraft owned by the Grantor or in or with respect to which the Grantor holds a beneficial interest, (f) as to any new Deposit Account or Securities Account to be opened by the Grantor, as applicable, executing and delivering, and causing the applicable depository institution or security intermediary to execute and deliver, a collateral control agreement with respect to each new Deposit Account or Securities Account, and (g) as to any new insurance policy to be maintained by the Grantor, to execute and deliver county relating to the insurance company issuing such policy a Notice perfection of Security Interest in Insurance Policysecurity interests. The Grantor also hereby authorizes the Agent to file any such financing or continuation statement file, without the signature of Grantor, any financing statement or amendment thereto described in clause (b) above which is required to secure or protect Secured Parties’ and Agent’s interest in the GrantorCollateral; provided that, prior to making any such filing, Agent shall submit a draft of such filing to Grantor for its review and approval. If any amount payable under or in connection with any of the Collateral is or shall become evidenced by any Instrumentinstrument, such Instrumentinstrument, other than checks and notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to the Agent and delivered to the Agent immediately upon the Grantor's ’s receipt thereofthereof if so requested by Agent.

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of the AgentLender, and at the sole expense of the Grantor, the Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further action as the Agent Lender may reasonably deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including, without limitation, (a) using its best efforts to secure all consents and approvals from any and all Governmental Authorities or other Person necessary or appropriate for the assignment grant of a security interest to the Agent of Lender in any Contract or License held by the Grantor or in which the Grantor has any rights not heretofore assigned, (b) filing any financing or continuation statements under the UCC with respect to the security interests granted hereby, (c) filing or cooperating with the Agent Lender in filing any forms or other documents required to be filed with the United States Patent and Trademark Office, United States Copyright Office, or any filings in any foreign jurisdiction or under any international treaty, required to secure or protect the AgentLender's interest in the Collateral Collateral, (d) transferring Collateral to the AgentLender's possession (if a security interest in such Collateral can be perfected by possession), (e) placing the interest of the Agent Lender as lienholder on the certificate of title (or other evidence of ownership) of any vehicle or watercraft owned by the Grantor or in or with respect to which the Grantor holds a beneficial interest, and (f) as using its best efforts to any new Deposit Account or Securities Account to be opened by the Grantor, as applicable, executing obtain waivers of liens from landlords and delivering, and causing the applicable depository institution or security intermediary to execute and deliver, a collateral control agreement with respect to each new Deposit Account or Securities Account, and (g) as to any new insurance policy to be maintained by the Grantor, to execute and deliver to the insurance company issuing such policy a Notice of Security Interest in Insurance Policymortgagees. The Grantor also hereby authorizes the Agent Lender to file any such financing or continuation statement without the signature of the Grantor. If any amount payable under or in connection with any of the Collateral is or shall become evidenced by any Instrument, such Instrument, other than checks and notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to the Agent Lender and delivered to the Agent immediately Lender promptly upon the Grantor's receipt thereof.

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of the such Grantor, the such Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further action with respect to the Collateral as the Collateral Agent may reasonably deem necessary or desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including, without limitation, including (ai) using its best efforts to secure all consents and approvals from any and all Governmental Authorities or other Person necessary or appropriate for the assignment grant of a security interest to the Collateral Agent of in any Contract or License held by the such Grantor or in which the such Grantor has any rights right or interest not heretofore assigned, (bii) filing executing, delivering and causing to be filed any financing or continuation statements under the UCC with respect to the security interests granted hereby, (ciii) filing or cooperating with the Collateral Agent in filing any forms or other documents required to be filed recorded with the United States Patent and Trademark Office, United States Copyright Office, or any filings actions, filings, recordings or registrations in any foreign jurisdiction or under any international treaty, required to secure secured or protect the Collateral Agent's ’s security interest in the Collateral such Grantor’s Collateral, (div) transferring such Grantor’s Collateral to the Collateral Agent's ’s possession (if a security interest in such Collateral can be perfected by possession), (ev) executing and delivering and causing the applicable depository institution, securities intermediary, commodity intermediary or issuer or nominated party under a letter of credit to execute and deliver a collateral control agreement in form and substance reasonably acceptable to the Collateral Agent with respect to each Deposit Account; provided however, a collateral control agreement shall not be required for any individual Deposit Account with an amount less than $15,000 at all times; notwithstanding the foregoing, in no event shall the aggregate amount in all Deposit Accounts not subject to collateral control agreement exceed $100,000 at any time), Securities Account, Commodity Account or Letter-of-Credit Right in or to which such Grantor has any right or interest in order to perfect the security interest created hereunder in favor of the Collateral Agent (including giving the Collateral Agent “control” over such Collateral within the meaning of the applicable provisions of Article 8 and Article 9 of the UCC), but excluding the Deposit Accounts and Securities Accounts identified on Schedule IV-B, which are used exclusively for employee payroll or employee trust accounts, (vi) executing and delivering or causing to be delivered written notice to insurers of the Collateral Agent’s security interest in, or claim in or under, any policy of insurance (including unearned premiums), (vii) using its best efforts to obtain acknowledgments from bailees having possession of any Collateral and waivers of liens from landlords and mortgagees of any location where any of the Collateral in an aggregate amount in excess of $250,000 may from time to time be stored or located, and (viii) placing the interest of the Collateral Agent as lienholder on the certificate of title (or other evidence similar designation) on the Certificate of ownership) Title of any vehicle motor vehicles or watercraft other Equipment constituting Collateral owned by such Grantor which is covered by a Certificate of Title and delivering the Grantor original thereof to the Collateral Agent or its designated agent), it being understood that the Grantors shall not be required to comply with the foregoing requirements of this clause (viii) prior to an Event of Default unless the aggregate book value of motor vehicles and such Equipment exceeds $750,000 (in or with respect to which case, and in the Grantor holds a beneficial interestcase of an Event of Default, (f) as to any new Deposit Account or Securities Account all Certificates of Title will be required to be opened by delivered with the Grantor, as applicable, executing and delivering, and causing the applicable depository institution or security intermediary to execute and deliver, a collateral control agreement with respect to each new Deposit Account or Securities Account, and (g) as to any new insurance policy to be maintained by the Grantor, to execute and deliver to the insurance company issuing such policy a Notice of Security Interest in Insurance PolicyCollateral Agent’s Lien properly noted thereon). The Such Grantor also hereby authorizes the Collateral Agent and each Secured Party to file any such financing or continuation statement statement, and any amendments thereto, all without the signature of such Grantor. A carbon, photographic or other reproduction of this Agreement or any financing statement covering the GrantorCollateral or any part thereof shall be sufficient as a financing statement where permitted by law, and without limiting the generality of the foregoing, the Collateral Agent is expressly authorized to use a collateral description that encompasses “all assets” or “all personal property” or words of similar import in any such financing statement. If any amount payable under or in connection with any of the Collateral is or shall become evidenced by any Instrument, such Instrument, other than checks and notes received in the ordinary course of businessbusiness and any Instrument in the outstanding or stated amount of less than $25,000, shall be duly endorsed in a manner reasonably satisfactory to the Collateral Agent and delivered to the Collateral Agent immediately upon the promptly and in any event within five (5) Business Days of such Grantor's ’s receipt thereof. If at any time any Grantor shall hold any Investment Property (other than Excluded TNI Assets) comprised of certificated or uncertificated securities, such Grantor shall promptly, and in any event within five (5) Business Days of such Grantor’s acquisition or receipt thereof, pledge such Investment Property to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms of a pledge agreement in form and substance satisfactory to the Collateral Agent.

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of the such Grantor, the such Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further action as the Collateral Agent may reasonably deem necessary or desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including, without limitation, including (ai) using its best commercially reasonable efforts to secure all consents and approvals from any and all Governmental Authorities or other Person necessary or appropriate for the assignment grant of a security interest to the Collateral Agent of in any Contract or License held by the such Grantor or in which the such Grantor has any rights right or interest not heretofore assigned, (bii) filing executing, delivering and causing to be filed any financing or continuation statements under the UCC with respect to the security interests granted hereby, (ciii) filing or cooperating with the Collateral Agent in filing any forms or other documents required to be filed recorded with the United States Patent and Trademark Office, United States Copyright Office, or any filings actions, filings, recordings or registrations in any foreign jurisdiction or under any international intentional treaty, required to secure secured or protect the Collateral Agent's ’s security interest in the Collateral such Grantor’s Collateral, (div) transferring such Grantor’s Collateral to the Collateral Agent's ’s possession (if a security interest in such Collateral can be perfected by possession), (ev) executing and delivering and causing the applicable depository institution, securities intermediary, commodity intermediary or issuer or nominated party under a letter of credit to execute and deliver a collateral control agreement in form and substance reasonably acceptable to the Collateral Agent with respect to each Deposit Account, Securities Account, Commodity Account or Letter-of-Credit Right in or to which such Grantor has any right or interest in order to perfect the security interest created hereunder in favor of the Collateral Agent (including giving the Collateral Agent “control” over such Collateral within the meaning of the applicable provisions of Article 8 and Article 9 of the UCC), but excluding the Deposit Accounts and Securities Accounts identified on Schedule II-B, which are used exclusively for employee payroll or employee trust accounts, (vi) executing and delivering or causing to be delivered written notice to insurers of the Collateral Agent’s security interest in, or claim in or under, any policy of insurance (including unearned premiums), (vii) using commercially reasonable efforts to obtain acknowledgments from bailees having possession of any Collateral and waivers of liens from landlords and mortgagees of any location where any of the Collateral in an aggregate amount in excess of $500,000 may from time to time be stored or located, and (viii) placing the interest of the Collateral Agent as lienholder on the certificate of title (or other evidence similar designation) on the Certificate of ownership) Title of any motor vehicle or watercraft other Equipment constituting Collateral owned by such Grantor which is covered by a Certificate of Title and delivering the Grantor or in or with respect to which the Grantor holds a beneficial interest, (f) as to any new Deposit Account or Securities Account to be opened by the Grantor, as applicable, executing and delivering, and causing the applicable depository institution or security intermediary to execute and deliver, a collateral control agreement with respect to each new Deposit Account or Securities Account, and (g) as to any new insurance policy to be maintained by the Grantor, to execute and deliver original thereof to the insurance company issuing Collateral Agent or its designated agent to the extent that the value of such policy a Notice of Security Interest in Insurance Policymotor vehicle or other Equipment exceeds $500,000. The Such Grantor also hereby authorizes the Collateral Agent and each other Secured Party to file any such financing or continuation statement statement, and any amendments thereto, all without the signature of such Grantor. A carbon, photographic or other reproduction of this Agreement or any financing statement covering the GrantorCollateral or any part thereof shall be sufficient as a financing statement where permitted by law, and without limiting the generality of the foregoing, the Collateral Agent is expressly authorized to use a collateral description that encompasses “all assets” or “all personal property” or words of similar import in any such financing statement. If any amount payable under or in connection with any of the Collateral in respect of the Eagle Ford Assets is or shall become evidenced by any Instrument, such Instrument, other than checks and notes received in the ordinary course of businessbusiness and any Instrument in the outstanding or stated amount of less than $100,000, shall be duly endorsed in a manner reasonably satisfactory to the Collateral Agent and delivered to the Collateral Agent immediately upon the promptly and in any event within five (5) Business Days of such Grantor's ’s receipt thereof. If at any time any Grantor shall hold any Investment Property comprised of certificated or uncertificated securities, such Grantor shall promptly, and in any event within five (5) Business Days of such Grantor’s acquisition or receipt thereof, pledge such Investment Property to the Collateral Agent, for the benefit of the Secured Parties, pursuant to the terms of a pledge agreement in form and substance satisfactory to the Collateral Agent.

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the GrantorDebtors, the Grantor each Debtor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further action as the Administrative Agent may reasonably deem desirable to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including, without limitation, (a) using its best commercially reasonable efforts to secure all consents and approvals from any and all Governmental Authorities or other Person necessary or appropriate for the assignment grant of a security interest to the Administrative Agent of in any Contract or License Equity Securities (in each case other than Excluded Assets) held by the Grantor any Debtor or in which the Grantor any Debtor has any rights not heretofore assigned, (b) filing any financing statements, amendments or continuation statements under the UCC with respect to the security interests granted hereby, (c) filing or cooperating with the Administrative Agent in filing any forms or other documents required to be filed with the United States Patent and Trademark Office, the United States Copyright Office, Office or any filings in any foreign jurisdiction or under any international treaty, required to secure or protect the Administrative Agent's ’s interest in the Collateral Collateral, (d) transferring Collateral to the Administrative Agent's ’s possession (if a security interest in such Collateral can be perfected and free from an adverse claim only by possession), (e) filing financing statements as consignor pursuant to Section 9-505 of the UCC (or any other then applicable provision of the UCC) in such jurisdictions as any Debtor maintains Inventory on consignment, (f) placing the interest of the Administrative Agent as lienholder on the certificate of title (or other evidence of ownershipownership ) of any vehicle or watercraft that constitutes Collateral owned by the Grantor any Debtor or in or with respect to which the Grantor any Debtor holds a beneficial interest, (fg) using its best efforts to obtain waivers of liens from landlords and mortgagees as required pursuant to the Credit Agreement, (h) obtaining written acknowledgements from consignees, warehouse and other bailees of the prior lien of the Administrative Agent in and to the Collateral and that such third party is holding possession of the Collateral for the benefit of the Administrative Agent to the extent provided in such written acknowledgement, (i) executing supplements to this Security Agreement in form and substance satisfactory to the Administrative Agent necessary to identify and grant to the Administrative Agent a security interest in any new Deposit Account or Securities Account to be opened Commercial Tort Claims acquired by the Grantor, as applicable, executing and deliveringsuch Debtor, and causing (j) assisting the applicable depository institution or security intermediary to execute and deliver, a collateral Administrative Agent in obtaining control agreement under the UCC with respect to each new any Collateral consisting of Deposit Account or Securities AccountAccounts, Investment Property, Letter-of-Credit Rights and (g) as to any new insurance policy to be maintained by the Grantor, to execute and deliver to the insurance company issuing such policy a Notice of Security Interest in Insurance PolicyElectronic Chattel Paper. The Grantor Each Debtor also hereby authorizes the Agent Administrative Agent, to the extent not prohibited by applicable law, to file any such financing statement, amendment or continuation statement (including consignment filings) without the signature signatures of the Grantorsuch Debtor. If any amount payable under or in connection with any of the Collateral is or shall become evidenced by any Instrument, such Instrument, other than checks and notes received in the ordinary course of any Debtor’s business, shall be duly endorsed in a manner satisfactory to the Administrative Agent and delivered to the Administrative Agent immediately promptly upon the Grantor's any Debtor’s receipt thereof.

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the GrantorGrantors, the each Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further action as the Administrative Agent may reasonably deem desirable request to obtain the full benefits of this Security Agreement and of the rights and powers herein granted, including, without limitation, (a) using its best commercially reasonable efforts to secure all consents and approvals from any and all Governmental Authorities or other Person necessary or appropriate for the assignment grant of a security interest to the Administrative Agent of in any material Contract or License held by the any Grantor or in which the any Grantor has any rights not heretofore assigned, (b) filing any financing statements, amendments or continuation statements under the UCC with respect to the security interests granted hereby, (c) filing or cooperating with the Administrative Agent in filing any forms or other documents required to be filed with the United States Patent and Trademark Office, United States Copyright Office, or if such Grantor is conducting business operations outside of the United States, any filings in any foreign jurisdiction or under any international treaty, required to secure or protect the Administrative Agent's interest in the Collateral Collateral, (d) transferring Collateral to the Administrative Agent's possession (if a security interest in such Collateral can be perfected and free from an adverse claim only by possession; it being understood that stock of Immaterial Subsidiaries is not required to be delivered hereunder), (e) placing the interest filing financing statements as consignor pursuant to Section 9-505 of the Agent as lienholder on the certificate of title UCC (or any other evidence then applicable provision of ownershipthe UCC) of in such jurisdictions as any vehicle or watercraft owned by the Grantor or in or with respect to which the Grantor holds a beneficial interestmaintains Inventory on consignment, (f) using its commercially reasonable efforts to obtain waivers of liens from landlords and mortgagees as required pursuant to any new Deposit Account or Securities Account the Credit Agreement, (g) using its commercially reasonable efforts to be opened by obtain written acknowledgements from consignees, warehouse and other bailees of the Grantor, as applicable, executing prior lien of the Administrative Agent in and deliveringto the Collateral and that such third party is holding possession of the Collateral for the benefit of the Administrative Agent, and causing (h) assisting the applicable depository institution or security intermediary to execute and deliver, a collateral Administrative Agent in obtaining control agreement under the UCC with respect to each new any Collateral consisting of Deposit Account or Securities AccountAccounts (other than De Minimis Accounts), and Investment Property (g) as to any new insurance policy to be maintained by the Grantor, to execute and deliver subject to the insurance company issuing such policy a Notice of Security Interest limitations set forth in Insurance Policythe Credit Agreement with respect to Equity Interests in Foreign Subsidiaries), Letter-of-Credit Rights and Electronic Chattel Paper. The Eac h Grantor also hereby authorizes the Agent Administrative Agent, to the extent not prohibited by applicable law, to file any such financing statement, amendment or continuation statement (including consignment filings) without the signature signatures of the such Grantor. If any amount in excess of $1,000,000 individually or $5,000,000 in the aggregate payable under or in connection with any of the Collateral is or shall become evidenced by any Instrument, such Instrument, other than checks and notes received in the ordinary course of any Grantor's business, shall be duly endorsed in a manner reasonably satisfactory to the Administrative Agent and delivered to the Administrative Agent immediately upon contemporaneously with delivery of the Grantor's receipt thereofnext Compliance Certificate required by Section 5.01(a)(iii) of the Credit Agreement.

Further Assurances; Pledge of Instruments. At any time and from time to time, upon the written request of the Agent, Lender and at the sole expense of the Grantor, the Grantor shall promptly and duly execute and deliver any and all such further instruments and documents and take such further action actions as the Agent Lender may deem reasonably deem desirable necessary to obtain the full benefits of intended by this Security Agreement and of the rights and powers intended to be herein granted, including, without limitation, including (ai) using its best efforts to secure all consents and approvals from any and all Governmental Authorities or other Person necessary or appropriate for the assignment to or for the Agent benefit of the Lender of (A) any License or Contract related to Receivables or Related Security and (B) any other material License or Contract (excluding for the purposes of this Section 5(a) any marketing agreements with financial institutions and other corporate entities that provide for the solicitation by Grantor of participants in programs sponsored by such financial institutions and other entities to become Registered Card Members or to participate in other programs sponsored by Grantor), in each case, held by the Grantor or in which the Grantor has any rights not heretofore assigned, (bii) filing any financing or continuation statements under the UCC with respect to the security interests Liens granted hereby, (c) filing or cooperating with the Agent in filing any forms or other documents required to be filed with the United States Patent and Trademark Office, United States Copyright Office, or any filings in any foreign jurisdiction hereunder or under any international treatyother Financing Agreement (other than with respect to the Collateral of Grantor located at Grantor's sales offices or Restaurants), required and (iii) with respect to secure Collateral that individually has an outstanding principal amount greater than $10,000 or protect the Agent's interest in the Collateral aggregate have an outstanding principal amount greater than $100,000, transferring (dto the extent of any such outstanding principal amount greater than $100,000) transferring such Collateral to the AgentLender's possession (if such Collateral consists of Chattel Paper, Instruments or if a security interest in Lien on such Collateral can be perfected only by possession), (e) placing the interest of the Agent as lienholder on the certificate of title (or other evidence of ownership) of any vehicle or watercraft owned if requested by the Grantor or in or with respect to which the Grantor holds a beneficial interest, (f) as to any new Deposit Account or Securities Account to be opened by the Grantor, as applicable, executing and delivering, and causing the applicable depository institution or security intermediary to execute and deliver, a collateral control agreement with respect to each new Deposit Account or Securities Account, and (g) as to any new insurance policy to be maintained by the Grantor, to execute and deliver to the insurance company issuing such policy a Notice of Security Interest in Insurance PolicyLender. The Grantor also hereby authorizes the Agent Lender to file any such financing or continuation statement statements without the signature of Grantor to the extent permitted by applicable law (other than with respect to the Collateral of Grantor located at Grantor's sales offices or Restaurants). If any amount payable under or in connection with any of the Collateral is or shall become evidenced by any Instrument, such Instrument, other than checks and notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to the Agent and delivered to the Agent Lender immediately upon the Grantor's receipt thereof.