Common use of Maintenance of Perfected Security Interest; Further Documentation Clause in Contracts

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral. (b) Such Grantor will furnish to the Collateral Agent and the Secured Parties from time to time statements and schedules further identifying and describing the assets and property of such Grantor as the Collateral Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Deposit Accounts and Letter-of-Credit Rights and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 4.3 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateralwhomsoever except as permitted by Section 4.2. (b) Such Grantor will furnish to the Collateral Administrative Agent and the Secured Parties Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Administrative Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Investment Property, Deposit Accounts and Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 (and as otherwise reasonably requested by the Administrative Agent) and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral. (b) Such Grantor will furnish to the Collateral Administrative Agent and the Secured Parties Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor constituting Collateral and such other reports in connection therewith as the Collateral Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Administrative Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Investment Property, Deposit Accounts and Letter-of-Accounts, Letter of Credit Rights and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor The Borrower shall maintain the security interest interests created by this Agreement as a perfected security interest interests having at least the priority described in Section 4.2 subsection 3.2 and shall defend such security interest interests against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral. (b) Such Grantor The Borrower will furnish to the Collateral Agent and the Secured Parties Lender from time to time statements and schedules further identifying and describing the assets and property of the Borrower and such Grantor other reports in connection therewith as the Collateral Agent Lender may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral AgentLender, and at the sole expense of such Grantorthe Borrower, such Grantor the Borrower will promptly and duly execute and deliver, and have recorded, deliver such further instruments and documents and take such further actions as the Collateral Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Deposit Accounts and Letter-of-Credit Rights and any other relevant Collateralcollateral, taking any commercially reasonable actions necessary to enable the Collateral Agent Lender to obtain “"control” " (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 4.3 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose Dispose of or pledge the Collateral. (b) Such Grantor will furnish to the Collateral Administrative Agent and the Secured Parties Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith, in each case as the Collateral Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Administrative Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Investment Property, Deposit Accounts and Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Administrative Agent to obtain “"control” " (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest (to the extent that perfection would be required for the representation in Section 4.2 to be accurate) having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral. (b) Such Grantor will furnish to the Collateral Agent and the Secured Parties from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Collateral Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Investment Property, Deposit Accounts and Letter-of-Credit Rights and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Agent to obtain “"control” " (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral. (b) Such Grantor will furnish to the Collateral Agent and the Secured Parties Lender from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Collateral Agent Lender may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral AgentLender, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Investment Property, Deposit Accounts and Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Agent Lender to obtain “"control” " (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain each of the security interest interests created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 4.03 and shall defend such security interest against the claims and demands of all Persons persons whomsoever, subject to the rights provisions of such Grantor under the Loan Documents to dispose of or pledge the CollateralSection 8.15. (b) Such Grantor will shall furnish to the Collateral Agent and the Secured Parties from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the assets and property of such Grantor as the Collateral Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of such Grantor, such Grantor will shall promptly and duly authorize, execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Investment Property, Deposit Accounts and Letter-of-Credit Rights and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, including without limitation, executing and delivering and causing the relevant depositary bank or securities intermediary to execute and deliver a Control Agreement in form and substance reasonably acceptable to the Collateral Agent.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral. (b) Such Grantor will furnish to the Collateral Administrative Agent and the Secured Parties Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Collateral Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Administrative Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Investment Property, Deposit Accounts and Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Administrative Agent to obtain “"control” " (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain each of the security interest interests created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 3.02 and shall defend such security interest against the claims and demands of all Persons persons whomsoever, subject to the rights provisions of such Grantor under the Loan Documents to dispose of or pledge the CollateralSection 7.15. (b) Such Grantor will shall furnish to the Collateral Agent and the Secured Parties from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the assets and property of such Grantor as the Collateral Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of such Grantor, such Grantor will shall promptly and duly authorize, execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Investment Property, Deposit Accounts and Letter-of-Credit Rights and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, including without limitation, executing and delivering and causing the relevant depositary bank or securities intermediary to execute and deliver a Control Agreement in the form attached hereto as Exhibit B or such other form reasonably acceptable to the Collateral Agent.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest interests of the Secured Parties created by this Agreement as a perfected security interest interests having at least the priority described in Section 4.2 and shall defend such security interest interests against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral. (b) Such Grantor will furnish to the Collateral Administrative Agent and the Secured Parties from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Collateral Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Administrative Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Deposit Accounts and Investment Property, Investment Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect theretothereto to the extent required hereunder.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority (and subject to the qualifications) described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral. (b) Such Grantor will furnish to the Collateral Administrative Agent and the Secured Parties Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor as the Collateral Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Administrative Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Deposit Accounts and Letter-of-Credit Rights Investment Property and any other relevant CollateralCollateral with a value in excess of $5,000,000, taking any commercially reasonable actions necessary to enable the Collateral Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto; provided that no control agreements shall be required with respect to Deposit Accounts, Letter-of-Credit Rights or any other relevant Collateral.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor The Obligors shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 4.3 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateralwhomsoever except Permitted Liens. (b) Such Grantor At any time and from time to time, upon the reasonable request of the Agent, the Obligors will furnish to the Collateral Agent and the Secured Parties Lenders from time to time statements and schedules further identifying and describing the assets Collateral and property of such Grantor other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of such Grantorthe Borrower, such Grantor the Obligors will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Agent or any Lender may reasonably request deem necessary for the purpose of obtaining or preserving the full benefits of this Agreement (including, without limitation, the perfection and Lien priority set forth herein) and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby. Each Obligor hereby and (ii) subject ratifies any action taken by Agent before the Closing Date to Section 3.2, in the case of Deposit Accounts and Letter-of-Credit Rights and effect or perfect its Lien on any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Subject to the provisions of Section 5.10(d) of the Credit Agreement and Sections 3(b) and 8.17 hereof, such Grantor shall maintain the security interest created by this Agreement on the Collateral as a perfected security interest having at least the priority described in Section 4.2 4.3 until the Collateral is released from such security interest pursuant to the terms of Section 9.14 of the Credit Agreement or Section 8.15 hereof or by operation of law or by agreement of the requisite Lenders or all Lenders and shall defend such security interest against the claims and demands of all Persons whomsoever, whomsoever (subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the CollateralPermitted Liens). (b) Such Grantor will furnish to the Collateral Agent and the Secured Parties from time to time statements and schedules further identifying and describing the assets and property of such Grantor as to the Collateral Agent may reasonably request, all in reasonable detailextent required by the Credit Agreement. (c) At Subject to the provisions of Section 5.10(d) of the Credit Agreement and Sections 3(b) and 8.17 hereof, at any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of such Grantor, time such Grantor will promptly and duly authorize, execute and deliver, and have recorded, such further instruments and documents and take such further actions as are necessary and as the Administrative Agent or the Collateral Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction within the United States with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Deposit Accounts and Letter-of-Credit Rights and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect theretohereby.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest under U.S. federal, state and local law having at least the priority described in Section 4.2 5.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral. (b) Such Grantor will furnish to the Collateral Agent and the Secured Parties from time to time statements and schedules further identifying and describing the assets and property of such Grantor as the Collateral Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Administrative Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Deposit Accounts and Letter-of-Credit Rights Pledged Stock and any other relevant Collateral, if permitted by the applicable law of the jurisdiction in which the relevant Issuer is organized and if otherwise reasonably practicable, taking any commercially reasonable actions necessary under U.S. federal, state and local law to enable the Collateral Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Subject to the rights of such Grantor to dispose of Collateral under the Loan Documents, such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 3.2 (Perfection and Priority) and shall defend such security interest and such priority against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the CollateralPersons. (b) Such Grantor will shall furnish to the Collateral Administrative Agent and the Secured Parties from time to time statements and schedules further identifying and describing the assets Collateral and property of such Grantor other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detaildetail and in form and substance satisfactory to the Administrative Agent. (c) At any time and from time to time, upon the written request of the Collateral Administrative Agent, and at the sole expense of such Grantor, such Grantor will shall promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions action as the Collateral Administrative Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) including the filing of any financing or continuation statements statement under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests interest created hereby and hereby. (iid) subject Notwithstanding anything to the contrary in this Section 3.2, in the case of Deposit Accounts and Letter-of-Credit Rights and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Agent to obtain “control” 4.2 (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall shall, at the request of the Administrative Agent, take all reasonable actions to maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 5.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral. (b) Such Grantor will furnish to the Collateral Administrative Agent and the Secured Parties Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor constituting, or intended to constitute, Collateral and such other reports in connection therewith as the Collateral Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Administrative Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Deposit Accounts and Letter-of-Pledged Securities, Investment Property, Letter of Credit Rights and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto; provided, that no account control agreements will be required unless an Event of Default is in existence.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 4.3 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral. (b) Such Grantor will furnish to the Collateral Administrative Agent and the other Secured Parties from time to time statements and schedules further identifying and describing the assets Collateral and other property of such Grantor and such other reports in connection therewith as the Collateral Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Administrative Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Deposit Accounts and Investment Property, Letter-of-Credit Rights and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) Control with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor Pledgor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 4.3 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral. (b) Such Grantor Upon the written request of the Administrative Agent, such Pledgor will furnish to the Collateral Administrative Agent and for distribution to the Secured Parties Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor Pledgor and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Administrative Agent, and at the sole expense of such GrantorPledgor, such Grantor Pledgor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Administrative Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Deposit Pledged Equity, Collateral Accounts and Letter-of-Credit Rights and any other relevant Collateralcollateral, taking taking, to the extent required by the Credit Agreement, any commercially reasonable actions necessary to enable the Collateral Administrative Agent to obtain “"control” " (within the meaning of the applicable Uniform Commercial Code) with respect theretothereto to the extent applicable.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral. (b) Such Grantor will furnish to the Collateral Administrative Agent and the Secured Parties Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Collateral Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Administrative Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Investment Property, Deposit Accounts and Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral. (b) Such Grantor will furnish to the Collateral Agent Agent, the Administrative Agents and the Secured Parties Lenders from time to time statements and schedules further identifying and describing the assets and property Collateral of such Grantor and such other reports in connection therewith as the Collateral Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Deposit Accounts and Letter-of-Credit Rights and any other relevant CollateralPledged Stock, taking any commercially reasonable actions necessary to enable the Collateral Agent to obtain “"control” " (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest and the priority thereof against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral. (b) Such Grantor will furnish to the Collateral Agent and the Secured Parties Lender from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Collateral Agent Lender may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral AgentLender, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Investment Property, Deposit Accounts and Letter-of-Credit Rights and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Agent Lender to obtain “"control” " (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral. (b) Such Grantor will furnish to the Collateral Administrative Agent and the Secured Parties Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Collateral Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Administrative Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Investment Property, Deposit Accounts and Accounts, Letter-of-Credit Rights (in each case to the extent constituting Collateral in which a lien is required to be perfected by control hereunder) and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain each of the security interest interests created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 3.02 and shall defend such security interest against the claims and demands of all Persons persons whomsoever, subject to the rights provisions of such Grantor under Section 7.15 of the Loan Documents to dispose of or pledge the CollateralCredit Agreement. (b) Such Grantor will shall furnish to the Collateral Agent and the Secured Parties from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the assets and property of such Grantor as the Collateral Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of such Grantor, such Grantor will shall as promptly and as reasonably practicable duly authorize, execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Deposit Accounts and Letter-of-Credit Rights Investment Property and any other relevant CollateralCollateral for which perfection by control is otherwise required hereunder, taking any commercially reasonable actions necessary to enable the Collateral Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement in such Grantor's Collateral as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral. (b) Such Grantor will furnish to the Collateral Agent, the Administrative Agent, the Canadian Administrative Agent and the Secured Parties Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Collateral Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliverdeliver for filing or recordation, and have recordedas applicable, such further instruments and documents and take such further actions as the Collateral Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Investment Property, Deposit Accounts and Letter-of-Credit Rights and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Agent to obtain “"control” " (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral. (b) Such Grantor will furnish to the Collateral Agent and the Secured Parties Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Collateral Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Investment Property, Deposit Accounts and Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 and 4.3 and, except with respect to immaterial Intellectual Property, shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral. (b) Such Grantor will furnish to the Collateral Administrative Agent and for distribution to the Secured Parties Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Administrative Agent or any Lender may reasonably request deem necessary for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Investment Property, Deposit Accounts and Letter-of-Credit Rights and Rights, taking, to the extent required by the Credit Agreement, any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement in such Grantor’s Collateral as a perfected security interest having at least the perfection and priority described in Section 4.2 subsection 4.2.2 hereof and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral. (b) Such Grantor will furnish to the ABL Collateral Agent and the Secured Parties from time to time statements and schedules further identifying and describing the assets such Grantor’s Collateral and property of such Grantor other reports in connection with such Grantor’s Collateral as the ABL Collateral Agent may reasonably requestrequest in writing, all in reasonable detail. (c) At any time and from time to time, upon the written request of the ABL Collateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, deliver such further instruments and documents and take such further actions as the ABL Collateral Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein grantedgranted by such Grantor, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any United States jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Deposit Accounts and Letter-of-Credit Rights and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect theretohereby.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral. (b) Such Grantor will furnish to the Collateral Administrative Agent and the Secured Parties Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Collateral Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Administrative Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Deposit Accounts and Letter-of-Credit Rights Pledged Stock and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Administrative Agent to obtain “"control” " (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement in such Grantor’s Collateral as a perfected security interest having at least the perfection and priority described in Section 4.2 subsection 4.2.2 hereof and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral. (b) Such Grantor will furnish to the Term Collateral Agent and the Secured Parties from time to time statements and schedules further identifying and describing the assets such Grantor’s Collateral and property of such Grantor other reports in connection with such Grantor’s Collateral as the Term Collateral Agent may reasonably requestrequest in writing, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Term Collateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, deliver such further instruments and documents and take such further actions as the Term Collateral Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein grantedgranted by such Grantor, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any United States jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Deposit Accounts and Letter-of-Credit Rights and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect theretohereby.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 4.3 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral. (ba) Such Upon reasonable request of the Collateral Agent, such Grantor will furnish to the Collateral Agent and the other Secured Parties from time to time statements and schedules further identifying and describing the assets Collateral and property of such Grantor other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail. (cb) At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, deliver such further instruments and documents and take such further actions as the Collateral Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Investment Property, Deposit Accounts and Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Agent to obtain “"control” " (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan First Lien Documents to dispose of or pledge the Collateral. (b) Such Grantor will furnish to the Collateral Agent and the Secured Parties Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Collateral Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Investment Property, Deposit Accounts and Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Each Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 3.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral. (b) Such Each Grantor will furnish to the Collateral Agent and the Secured Parties Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith relating to Collateral as the Collateral Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of such each Grantor, such each Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Deposit Accounts and Letter-of-Credit Rights and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Agent to obtain “"control” " (within the meaning of the applicable Uniform Commercial Code) ), if necessary for perfection, with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement in such Grantor's Collateral as a perfected security interest having at least the priority described in Section 4.2 4.4 hereof and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral. (b) Such Grantor will furnish to the Collateral Agent and the Secured Parties Co-Agents from time to time statements and schedules further identifying and describing the assets such Grantor's Collateral and property of such Grantor other reports in connection with such Grantor's Collateral as the Collateral Agent Co-Agents may reasonably requestrequest in writing, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral AgentCo-Agents, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, deliver and have recorded, record such further instruments and documents and take such further actions as the Collateral Agent or any Lender Co-Agents may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein grantedgranted by such Grantor, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Investment Property, Deposit Accounts and Letter-of-Accounts, Letter of Credit Rights and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Administrative Agent or the Co-Agents, as the case may be, to obtain “"control” " (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 4.03 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral. (b) Such Grantor will furnish to the Collateral Administrative Agent and the Secured Parties Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Collateral Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Administrative Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (iiv) the delivering certificated securities, v) filing of any financing or continuation statements under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (iivi) subject to Section 3.2, in the case of Investment Property, Deposit Accounts and Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the perfection and priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Credit Documents to dispose of or pledge the Collateral. (b) Such Grantor will furnish to the Collateral Administrative Agent and the Secured Parties from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Collateral Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Administrative Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Investment Property not issued by the Borrower or its Subsidiaries, Deposit Accounts and Letter-of-Accounts, Letter of Credit Rights and any other relevant Collateral, taking taking, at any commercially reasonable time after the occurrence and during the continuation of a Default, any actions necessary to enable the Collateral Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 4.3 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral. (b) Such Grantor will furnish to the Collateral Administrative Agent and the Lenders that are Secured Parties from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Administrative Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Investment Property, Deposit Accounts and Letter-of-Credit Rights and any other relevant CollateralRights, taking any commercially reasonable actions at any time after the occurrence and during the continuance of an Event of Default necessary to enable the Collateral Administrative Agent to obtain “"control” " (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor The Pledgor shall take any and all actions that may be necessary or, in the reasonable discretion of the Collateral Agent, prudent to maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 3.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral. (b) Such Grantor The Pledgor will furnish to the Collateral Agent and the Secured Parties from time to time statements and schedules further identifying and describing the assets Collateral and property of such Grantor other reports in connection therewith as the Collateral Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of such Grantorthe Pledgor, such Grantor the Pledgor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, including (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Deposit Accounts and Letter-of-Credit Rights and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Agent to obtain “"control” " (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest (except in the case of Vehicles and Deposit Accounts) having at least the priority described in Section 4.2 4.3 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral. (b) Such Grantor will furnish to the Collateral Administrative Agent and the Secured Parties Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Administrative Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Investment Property, Deposit Accounts and Letter-of-Credit Rights and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Administrative Agent to obtain “"control” " (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement in its Collateral as a perfected security interest having at least the priority described in Section 4.2 4.3 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral. (b) Such Grantor will furnish to the Collateral Agent and the Secured Parties from time to time statements and schedules further identifying and describing the assets such Grantor’s Collateral and property of such Grantor other reports in connection with such Grantor’s Collateral as the Collateral Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, or otherwise authorize the filing of, such further instruments and documents and take such further actions as the Collateral Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and in its Collateral. (iid) subject to Section 3.2Such Grantor shall not sell, transfer or assign (by operation of law or otherwise) any Collateral except as permitted in accordance with the Credit Agreement or (in the case of Deposit Accounts and Letter-of-Credit Rights and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) WIL with respect theretoto its Pledged Stock) as contemplated under the Voting Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority and perfection described in Section 4.2 (and as otherwise reasonably requested by the Administrative Agent) and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral. (b) Such Grantor will furnish to the Collateral Administrative Agent and the Secured Parties Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor constituting Collateral and such other reports in connection therewith as the Collateral Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Administrative Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Investment Property, Deposit Accounts and Letter-of-Credit Rights and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Administrative Agent to obtain “"control” " (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 4.03 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral. (b) Such Grantor will furnish to the Collateral Administrative Agent and the Secured Parties Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Collateral Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Administrative Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the delivering certificated securities, (ii) filing of any financing or continuation statements under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (iiiii) subject to Section 3.2, in the case of Investment Property, Deposit Accounts and Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 3.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral. (b) Such Grantor will furnish to the Collateral Agent and the Secured Parties Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Collateral Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Investment Property, Deposit Accounts and Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest (to the extent that perfection would be required for the representation in Section 4.2 to be accurate) having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral. (b) Such Grantor will furnish to the Collateral Agent and the Secured Parties from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Collateral Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Investment Property, Deposit Accounts and Letter-of-Credit Rights and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such The Grantor shall maintain each of the security interest interests created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 3.2 and shall defend such security interest against the claims and demands of all Persons persons whomsoever, subject to the rights provisions of such Grantor under the Loan Documents to dispose of or pledge the CollateralSection 7.14. (b) Such The Grantor will shall furnish to the Collateral Agent and the Secured Parties from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the assets and property of such the Grantor as the Collateral Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of such the Grantor, such the Grantor will shall promptly and duly authorize, execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Investment Property, Deposit Accounts and Letter-of-Credit Rights and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, including, without limitation, executing and delivering and causing the relevant depositary bank or securities intermediary to execute and deliver a Control Agreement on terms in form and substance satisfactory to the Collateral Agent.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 4.3 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral. (b) Such Grantor will furnish to the Collateral Administrative Agent and the Secured Parties Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Administrative Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i1) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any appropriate jurisdiction with respect to the security interests created hereby and (ii2) subject to Section 3.2, in the case of Investment Property in excess of $250,000, any Deposit Accounts Account that constitutes such Grantor’s “concentration account” and Letter-of-Credit Rights and any other relevant CollateralRights, taking any commercially reasonable actions necessary to enable the Collateral Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor Subject to Section 5.12, such Borrower shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 4.3 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral. (b) Such Grantor Borrower will furnish to the Collateral Administrative Agent and the Secured Parties Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor Borrower and such other reports in connection with the Collateral in each case as the Collateral Administrative Agent may reasonably request, all in reasonable detail. (c) At Subject to Section 5.12, at any time and from time to time, upon the reasonable written request of the Collateral Administrative Agent, and at the sole expense of such GrantorBorrower, such Grantor Borrower will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Administrative Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Investment Property and Deposit Accounts and Letter-of-Credit Rights and any other relevant CollateralAccounts, taking any commercially reasonable actions reasonably necessary to enable the Collateral Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor The Borrower shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 3.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral. (b) Such Grantor The Borrower will furnish to the Collateral Agent and the Secured Parties Representatives from time to time statements and schedules further identifying and describing the assets and property of the Borrower and such Grantor other reports in connection with the Collateral as the Collateral Agent or the Representatives may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Agent or the Administrative Agent, and at the sole expense of such Grantorthe Borrower, such Grantor the Borrower will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Agent or any Lender the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i1) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii2) subject to Section 3.2, in the case of Deposit Accounts and Letter-of-Credit Rights and any other relevant Collateralextent applicable, taking any commercially reasonable actions necessary to enable the Collateral Agent to obtain “"control” " (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 (and as otherwise reasonably requested by the Administrative Agent) and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral. (b) Such Grantor will furnish to the Collateral Administrative Agent and the Secured Parties Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor constituting Collateral and such other reports in connection therewith as the Collateral Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Administrative Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Investment Property, Deposit Accounts and Letter-of-Credit Rights and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain each of the security interest interests created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 4.3 and shall defend such security interest against the claims and demands of all Persons persons whomsoever, subject to the rights provisions of such Grantor under the Loan Documents to dispose of or pledge the CollateralSection 8.15. (b) Such Grantor will shall furnish to the Collateral Agent and the Secured Parties from time to time statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the assets and property of such Grantor as the Collateral Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of such Grantor, such Grantor will shall promptly and duly authorize, execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Investment Property, Deposit Accounts and Letter-of-Credit Rights and any other relevant Pledged Collateral, taking any commercially reasonable actions necessary to enable the Collateral Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, including without limitation, executing and delivering and causing the relevant depositary bank or securities intermediary to execute and deliver a Control Agreement in the form attached hereto as C or D, as applicable.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such The Grantor shall take all reasonable and necessary actions to maintain the security interest created by this Agreement as a perfected security interest having at least (subject to Permitted Collateral Liens) with the priority described in Section 4.2 required by the Credit Agreement and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to whomsoever (other than the rights holders of such Grantor under the Loan Documents to dispose of or pledge the CollateralPermitted Collateral Liens). (b) Such The Grantor will furnish to the Collateral Agent and the Secured Parties from time to time time, as reasonably requested by the Collateral Agent, statements and schedules further identifying and describing the assets and property of such the Grantor as the Collateral Agent may reasonably requestconstituting, all in reasonable detailor intended to constitute Collateral. (c) At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of such the Grantor, such the Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as may be necessary or as the Collateral Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Deposit Accounts and Letter-of-Credit Rights and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect theretohereby.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor The Borrower shall take all action reasonably requested by the Administrative Agent to maintain the security interest created by this Agreement as a perfected first priority security interest having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral. (b) Such Grantor will furnish to the Collateral Agent and the Secured Parties from time to time statements and schedules further identifying and describing the assets and property of such Grantor as the Collateral Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Administrative Agent, and at the sole expense of such Grantorthe Borrower, such Grantor the Borrower will promptly and duly execute and give, execute, deliver, indorse, file or record any and have recordedall financing statements, such further instruments continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and documents any other Person), contracts, agreements, assignments, or other instruments, obtain any and all governmental approvals and consents and take such further actions or cause to be taken any and all steps or acts that may be necessary or advisable or as the Collateral Administrative Agent may reasonably request to create, perfect, establish the priority of, or to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Lender may reasonably request for the purpose of obtaining to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or preserving to otherwise obtain or preserve the full benefits of this Agreement and the rights, powers and privileges herein granted. (c) This Section and the obligations imposed on the Borrower by this Section shall be interpreted as broadly as possible in favor of the rights Administrative Agent in order to effectuate the purpose and powers herein granted, including, without limitation, (i) the filing intent of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Deposit Accounts and Letter-of-Credit Rights and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect theretothis Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement in such Grantor's Collateral as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral. (b) Such Upon reasonable request of the Administrative Agent, such Grantor will furnish to the Collateral Administrative Agent and the Secured Parties Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Collateral Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliverdeliver for filing or recordation, and have recordedas applicable, such further instruments and documents and take such further actions as the Collateral Administrative Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Investment Property, Deposit Accounts and Letter-of-Credit Rights and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Administrative Agent to obtain “"control” " (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain each of the security interest interests created by this Agreement as a perfected security interest to the extent required hereby having at least the priority described in Section 4.2 4.3 and shall defend such security interest against the claims and demands of all Persons persons whomsoever, subject to the rights provisions of such Grantor under the Loan Documents to dispose of or pledge the CollateralSection 8.15. (b) Such Grantor will shall furnish to the Collateral Agent and the Secured Parties from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the assets and property of such Grantor as the Collateral Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of such Grantor, such Grantor will shall (i) promptly and duly authorize, execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Investment Property, Deposit Accounts and Letter-of-Credit Rights and any other relevant Collateral, taking in each case with a value in excess of $500,000, use reasonable best efforts to take any commercially reasonable actions necessary to enable the Collateral Agent to obtain “"control” " (within the meaning of the applicable Uniform Commercial Code) with respect thereto, including executing and delivering and causing the relevant depositary bank or securities intermediary to execute and deliver a Control Agreement substantially in the form attached hereto as Exhibit C or such other agreement that is reasonably acceptable to the Collateral Agent.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain each of the security interest interests created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 4.03 and shall defend such security interest against the claims and demands of all Persons persons whomsoever, subject to the rights provisions of such Grantor under the Loan Documents to dispose of or pledge the CollateralSection 8.15. (b) Such Grantor will shall furnish to the Collateral Agent and the Secured Parties from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the assets and property of such Grantor as the Collateral Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of such Grantor, such Grantor will shall promptly and duly authorize, execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Investment Property, Deposit Accounts and Letter-of-Credit Rights and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, including without limitation, executing and delivering and causing the relevant depositary bank or securities intermediary to execute and deliver a Control Agreement in the form attached hereto as Exhibit C or such other form reasonably acceptable to the Collateral Agent.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall defend (if commercially reasonable) such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral. (b) Such Grantor will furnish to the Collateral Administrative Agent and the Secured Parties Lenders from time to time statements and schedules further identifying and describing the assets Collateral and property of such Grantor other reports in connection therewith as the Collateral Administrative Agent may reasonably request, all in reasonable detaildetail and in form and substance reasonably satisfactory to Administrative Agent provided that Administrative Agent shall not request such information more than once (with respect to the same information) during any fiscal year of Borrower unless an Event of Default shall have occurred and be continuing. (c) At any time and from time to time, upon the written request of the Collateral Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Administrative Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, including (i) the filing of any financing or continuation statements under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby hereby, and (ii) subject to Section 3.2, in the case of Deposit Accounts and Letter-of-Credit Rights Investment Property and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial CodeUCC) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor whomsoever (except as otherwise permitted under the Credit Agreement and the other Loan Documents to dispose of or pledge the CollateralDocuments). (b) Such Grantor will will, if reasonably requested by the Collateral Agent, furnish to the Collateral Agent and the Secured Parties from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i1) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii2) subject to Section 3.2, in the case of Investment Property, Deposit Accounts and Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority (and subject to the qualifications) described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Credit Documents to dispose of or pledge the Collateral. (b) Such Grantor will furnish to the Collateral Administrative Agent and the Secured Parties Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor as the Collateral Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Administrative Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, (x) in the case of Deposit Accounts Investment Property and Letter-of-Credit Rights with a value in excess of $2,500,000, (y) Deposit Accounts (to the extent required to be subject to account control agreements pursuant to subsection 7.12 of the Credit Agreement) and (z) any other relevant CollateralCollateral with a value in excess of $2,500,000, taking any commercially reasonable actions necessary to enable the Collateral Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 3.2 (Perfection and Priority) and shall defend such security interest and such priority against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the CollateralPersons. (b) Such Grantor will shall furnish to the Collateral Administrative Agent and the Secured Parties from time to time statements and schedules further identifying and describing the assets Collateral and property of such Grantor other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detaildetail and in form and substance satisfactory to the Administrative Agent. (c) At any time and from time to time, upon the written request of the Collateral Administrative Agent, and at the sole expense of such Grantor, such Grantor will shall promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions action as the Collateral Administrative Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) including the filing of any financing or continuation statements statement under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests interest created hereby and, if an Event of Default has occurred and (ii) subject is continuing, the execution and delivery of control agreements in form and substance satisfactory to Section 3.2, in the case of Deposit Accounts and Letter-of-Credit Rights and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Administrative Agent to obtain “grant the Administrative Agent "control” " (within the meaning of the applicable Uniform Commercial CodeUCC) with respect theretoover such Grantor's Deposit Accounts and Securities Accounts.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain each of the security interest interests created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 3.02 and shall defend such security interest against the claims and demands of all Persons persons whomsoever, subject to the rights provisions of such Grantor under Section 7.15 of the Loan Documents to dispose of or pledge the CollateralCredit Agreement. (b) Such Grantor will shall furnish to the Collateral Agent and the Secured Parties from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the assets and property of such Grantor as the Collateral Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of such Grantor, such Grantor will shall as promptly and as reasonably practicable duly authorize, execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Deposit Accounts and Letter-of-Credit Rights Investment Property and any other relevant CollateralCollateral for which perfection by control is otherwise required hereunder, taking any commercially reasonable actions necessary to enable the Collateral Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, subject to the provisions of Section 7.15 of the Credit Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 (and as otherwise reasonably requested by the Administrative Agent) and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral. (b) Such Grantor will furnish to the Collateral Administrative Agent and the Secured Parties Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor constituting Collateral and such other reports in connection therewith as the Collateral Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Administrative Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Investment Property, Deposit Accounts and Letter-of-Credit Rights and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Administrative Agent to obtain “"control” " (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 4.3 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral. (b) Such Upon reasonable request of the Collateral Agent, such Grantor will furnish to the Collateral Agent and the Secured Parties from time to time statements and schedules further identifying and describing the assets Collateral and property of such Grantor other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, deliver such further instruments and documents and take such further actions as the Collateral Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Deposit Accounts and Letter-of-Credit Rights Investment Property and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Agent to obtain “"control” " (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 4.3 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral. (b) . Such Grantor will furnish to the Collateral Administrative Agent and the Secured Parties Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Collateral Administrative Agent may reasonably request, all in reasonable detail. (c) . At any time and from time to time, upon the written request of the Collateral Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Administrative Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Deposit Accounts and Investment Property, Letter-of-Credit Rights and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Administrative Agent to obtain “"control” " (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral. (b) Such Grantor will furnish to the Collateral Documentation Agent and the Secured Parties Lenders from time to time statements and schedules further identifying and describing the assets and property Collateral of such Grantor and such other reports in connection therewith as the Collateral Documentation Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Documentation Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Documentation Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Deposit Accounts and Letter-of-Credit Rights Investment Property pledged hereunder and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Documentation Agent to obtain “"control” " (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement in such Grantor’s Collateral as a perfected security interest having at least the priority described in Section 4.2 subsection 4.2.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral. (b) Such Grantor will furnish to the Collateral Agent and the Secured Parties from time to time statements and schedules further identifying and describing the assets such Grantor’s Collateral and property of such Grantor other reports in connection with such Grantor’s Collateral as the Collateral Agent may reasonably requestrequest in writing, all in reasonable detail. (c) At Except with respect to Intellectual Property that is an Excluded Asset, at any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, deliver such further instruments and documents and take such further actions as the Collateral Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein grantedgranted by such Grantor, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Deposit Accounts and Letter-of-Credit Rights and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect theretohereby.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Each Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 3.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral. (b) Such Each Grantor will furnish to the Collateral Agent and the Secured Parties from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith relating to Collateral as the Collateral Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of such each Grantor, such each Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Deposit Accounts and Letter-of-Credit Rights and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) ), if necessary for perfection, with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor The Company shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 subsection 3.2 and shall defend such security interest against the claims and demands of all Persons persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral. (b) Such Grantor The Company will furnish to the Collateral Agent and the Secured Parties Holder from time to time statements and schedules further identifying and describing the assets and property of the Company and such Grantor other reports in connection therewith as the Collateral Agent Holder may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral AgentHolder, and at the sole expense of such Grantorthe Company, such Grantor the Company will promptly and duly execute and deliver, and have recorded, deliver such further instruments and documents and take such further actions as the Collateral Agent or any Lender Holder may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Investment Property, Deposit Accounts and Letter-of-Credit Rights and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Agent Holder to obtain “"control” " (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to Liens permitted by the rights of such Grantor under the Loan Documents to dispose of or pledge the CollateralCredit Agreement. (ba) Such Grantor will furnish to the Collateral Administrative Agent and the Secured Parties Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Collateral Administrative Agent may reasonably request, all in reasonable detail. (cb) At any time and from time to time, upon the written request of the Collateral Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Administrative Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby hereby, and (ii) subject to Section 3.2if reasonably requested by the Administrative Agent, in the case of Investment Property, Deposit Accounts and Letter-of-Credit Rights and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Administrative Agent to obtain “"control” " (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest (except in the case of Vehicles and Deposit Accounts) having at least the priority described in Section 4.2 4.3 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral. (b) Such Grantor will furnish to the Collateral Administrative Agent and the Secured Parties Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Administrative Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Investment Property, Deposit Accounts and Letter-of-Credit Rights and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 4.3 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to whomsoever other than such claims or demands permitted by the rights of such Grantor under the Loan Documents to dispose of or pledge the CollateralCredit Agreement. (b) Such Grantor will furnish to the Collateral Administrative Agent and the Secured Parties Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection with the Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Administrative Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Investment Property, Deposit Accounts (only after the occurrence and during the continuance of an Event of Default) and Letter-of-Credit Rights and any other relevant that is or is required to be Collateral, taking any commercially reasonable actions necessary to enable the Collateral Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority (and subject to the qualifications) described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Credit Documents to dispose of or pledge the Collateral. (b) Such Grantor will furnish to the Collateral Administrative Agent and the Secured Parties Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor as the Collateral Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Administrative Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Deposit Accounts and Letter-of-Credit Rights Investment Property and any other relevant CollateralCollateral with a value in excess of $2,500,000, taking any commercially reasonable actions necessary to enable the Collateral Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateralwhomsoever other than Permitted Liens. (b) Such Grantor will furnish to the Collateral Administrative Agent, the Australian Administrative Agent and the Secured Parties Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Collateral Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Administrative Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, including (i) the filing of any financing or continuation statements under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Deposit Accounts and Letter-of-Credit Rights Investment Property and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial CodeUCC) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 4.3 and shall use commercially reasonable efforts to defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral. (b) Such Grantor will furnish to the Collateral Administrative Agent and the Secured Parties from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Collateral Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Administrative Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i1) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii2) subject to Section 3.2, in the case of Investment Property, Deposit Accounts and Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Administrative Agent to obtain “"control” " (within the meaning of the applicable Uniform Commercial Code) with respect thereto, provided that no such action shall be required with respect to any Cash Equivalents or Deposit Account until an Event of Default shall have occurred and be continuing unless the total amount of cash is in excess of $20,000,000, in which case such excess cash shall be held in a Deposit Account over which the Administrative Agent has obtained "control" (within the meaning of the applicable Uniform Commercial Code).

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral. (b) Such Grantor will furnish to the Collateral Administrative Agent and the Secured Parties Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Collateral Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Administrative Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code Applicable UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Investment Property, Deposit Accounts and Accounts, Letter-of-Credit Rights that are Collateral and any other relevant Collateral, in each case that are not Excluded Perfection Assets, taking any commercially reasonable actions necessary to enable the Collateral Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial CodeApplicable UCC) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral. (b) Such Grantor will furnish to the Collateral Administrative Agent and the Secured Parties from time to time statements and schedules further identifying and describing the assets and property Collateral of such Grantor and such other reports in connection therewith as the Collateral Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Administrative Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) execute one or more Foreign Collateral Agreements to obtain or preserve the security interest created by this Agreement in favor of the Administrative Agent and the Lenders under the applicable foreign laws; provided that the requirement set forth in this clause (c) shall be subject to the proviso to Section 3.2, in the case of Deposit Accounts and Letter-of-Credit Rights and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto3.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest in such Grantor’s Collateral created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 4.3 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral. (b) Such Grantor will furnish to the Collateral Administrative Agent and the Secured Parties Lenders from time to time time, statements and schedules further identifying and describing the assets such Grantor’s Collateral and property of such Grantor other reports in connection with such Grantor’s Collateral as the Collateral Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Administrative Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i1) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii2) subject to Section 3.2, in the case of Investment Property, Deposit Accounts and Letter-of-Credit Rights and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 4.3 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor whomsoever (except as otherwise permitted under the Loan Documents to dispose of or pledge the CollateralDocuments). (b) Such Grantor will will, if reasonably requested by the Administrative Agent, furnish to the Collateral Administrative Agent and the Secured Parties from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Collateral Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Administrative Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Investment Property, Deposit Accounts and Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain each of the security interest interests created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 3.02 and shall defend such security interest against the claims and demands of all Persons persons whomsoever, subject to the rights provisions of such Grantor under the Loan Documents to dispose of or pledge the CollateralSection 7.15. (b) Such Grantor will shall furnish to the Collateral Agent and the Secured Parties from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the assets and property of such Grantor as the Collateral Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of such Grantor, such Grantor will shall promptly and duly authorize, execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Investment Property, Deposit Accounts and Letter-of-Credit Rights and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, including without limitation, executing and delivering and causing the relevant depositary bank or securities intermediary to execute and deliver a control agreement, such agreement to be in a form reasonably acceptable to the Collateral Agent.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor The Borrower shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 3.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral. (b) Such Grantor The Borrower will furnish to the Collateral Agent and the Secured Parties Representatives from time to time statements and schedules further identifying and describing the assets and property of the Borrower and such Grantor other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Agent or the Administrative Agent, and at the sole expense of such Grantorthe Borrower, such Grantor the Borrower will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Agent or any Lender the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Deposit Accounts and Letter-of-Credit Rights and any other relevant Collateralextent applicable, taking any commercially reasonable actions necessary to enable the Collateral Agent to obtain “"control” " (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected (to the extent perfected by the actions or filings described in Schedule 3 hereto) security interest having at least the priority described in Section 4.2 4.3 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to whomsoever other than the rights holders of such Grantor under Liens permitted by the Loan Documents to dispose of or pledge the CollateralSecurity Agreement. (b) Such Grantor will furnish to the Collateral Agent and the Secured Parties Lender from time to time statements and schedules further identifying and describing the assets Collateral and property of such Grantor as other reports in connection with the Collateral Agent in each case as Lender may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral AgentLender, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Deposit Accounts and Letter-of-Credit Rights and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Collateral Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect theretohereby.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of or pledge the Collateral. (b) Such Grantor will furnish to the Collateral Administrative Agent and the Secured Parties Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Collateral Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Collateral Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Collateral Administrative Agent or any Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) subject to Section 3.2, in the case of Investment Property, Deposit Accounts and Letter-of-Credit Rights and any other relevant CollateralCollateral (but subject to Section 5.1 of this Agreement and 6.10 of the Credit Agreement, so long as no Event of Default is continuing), taking any commercially reasonable actions necessary to enable the Collateral Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto.