Common use of Maintenance of Perfected Security Interests; Further Documentation; Pledge of Instruments and Chattel Paper Clause in Contracts

Maintenance of Perfected Security Interests; Further Documentation; Pledge of Instruments and Chattel Paper. Such Grantor shall maintain the security interest created by this Security Agreement as a perfected security interest having at least the priority described in Section 4(b) hereof and shall defend such security interest against the claims and demands of all Persons whomsoever. At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver such further instruments and documents and take such further action as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Security Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing statements, financing change statements or amendments to financing statements or continuation statements under the UCC or any similar personal property security legislation in effect in any jurisdiction with respect to the Liens created hereby, (ii) the filing of any recordation of security interest documents with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other applicable office or agency of another country or political subdivision thereof and (iii) in the case of Investment Property, Deposit Accounts (other than Excluded Accounts) and any other relevant Collateral, taking any actions (including, without limitation, entering into, and using its best efforts to cause any relevant third party to enter into, one or more Account Control Agreements) necessary to enable the Administrative Agent to obtain “control” (within the meaning of the applicable UCC) with respect thereto. Upon the request of the Administrative Agent during the continuance of an Event of Default, each Grantor shall enable the Administrative Agent to obtain control of each Letter-of-Credit Right of such Grantor by (A) assigning such Letter-of-Credit Right to the Administrative Agent, (B) causing the issuing bank of the related letter of credit to consent to such assignment and (C) causing the related letter of credit to be advised by the Administrative Agent. Each Grantor also hereby authorizes the Administrative Agent to file any such financing statements, financing change statements or amendments to financing statements or continuation statements without the signature of such Grantor to the extent permitted by applicable law. Any such financing statement may, at the option of the Administrative Agent, describe the property covered thereby as “all assets” or “all personal property” of such Grantor, or may use a similar description; provided, however, that the Administrative Agent shall amend any such description to the extent reasonably necessary to accommodate Excluded Assets. A carbon, photographic or other reproduction of this Security Agreement shall be sufficient as a financing statement for filing in any jurisdiction. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Chattel Paper in a principal amount that is greater than $2,500,000 or any Certificated Security, such Instrument, Chattel Paper or Certificated Security shall be promptly delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Security Agreement; provided, however, that any other such Instrument or Chattel Paper shall be held by such Grantor in trust for the Administrative Agent.

Maintenance of Perfected Security Interests; Further Documentation; Pledge of Instruments and Chattel Paper. Such Grantor shall maintain the security interest created by this Security Agreement as a perfected security interest having at least the priority described in Section 4(b) hereof and shall defend such security interest against the claims and demands of all Persons whomsoever. At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver such further instruments and documents and take such further action as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Security Agreement and of the rights and powers herein granted, including, without limitation, (i) the registration or filing of any financing statements, financing change statements or amendments to financing statements or continuation statements under the UCC PPSA or any similar personal property security legislation in effect in any jurisdiction with respect to the Liens created hereby, (ii) the filing of any recordation of security interest documents with the U.S. Patent and Trademark Office, the U.S. Copyright Office CIPO and any other applicable office or agency of another country or political subdivision thereof and thereof, (iii) in the case of Investment Property, Deposit Accounts (other than Excluded Accounts) Property and any other relevant Collateral, taking any actions (including, without limitation, entering into, and using its best efforts to cause any relevant third party to enter into, one or more Account Control Agreements) necessary to enable the Administrative Agent to obtain “control” (within the meaning of the applicable UCCPPSA) with respect theretothereto and (iv) in the case of Deposit Accounts (other than Excluded Accounts), entering into, and using best efforts to cause any relevant third party to enter into, one or more Account Control Agreements. Upon the request of the Administrative Agent during the continuance of an Event of Default, each Grantor shall enable the Administrative Agent to obtain control of each Letter-of-Credit Right of such Grantor by (A) assigning assign such Letter-of-Letter of Credit Right Rights to the Administrative Agent, (B) causing cause the issuing bank of the related letter of credit to consent to such assignment and (C) causing cause the related letter of credit to be advised by the Administrative Agent. Each Grantor also hereby authorizes the Administrative Agent to register or file any such financing statements, financing change statements or amendments to financing statements or continuation statements without the signature of such Grantor to the extent permitted by applicable law. Any such financing statement may, at the option of the Administrative Agent, describe the property covered thereby as “all present and after acquired assets” or “all present and after acquired personal property” of such Grantor, or may use a similar description; provided, however, that the Administrative Agent shall amend any such description to the extent reasonably necessary to accommodate Excluded Assets. A carbon, photographic or other reproduction of this Security Agreement shall be sufficient as a financing statement for registering or filing in any jurisdiction. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Chattel Paper in a principal amount that is greater than $2,500,000 or any Certificated Security, such Instrument, Chattel Paper or Certificated Security shall be promptly delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Security Agreement; provided, however, that any other such Instrument or Chattel Paper shall be held by such Grantor in trust for the Administrative Agent.

Maintenance of Perfected Security Interests; Further Documentation; Pledge of Instruments and Chattel Paper. Such Each Grantor shall maintain the security interest created by this Security Agreement as a perfected security interest having at least the priority described in Section 4(b) hereof and shall defend such security interest against the claims and demands of all Persons whomsoever. At any time and from time to time, upon the written request of the Administrative AgentLender, and at the sole expense of such Grantorthe Grantors, such each Grantor will promptly and duly execute and deliver such further instruments and documents and take such further action as the Administrative Agent Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Security Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing statements, financing change statements or amendments to financing statements or continuation statements under the UCC or any similar personal property security legislation Uniform Commercial Code in effect in any jurisdiction with respect to the Liens created hereby, hereby and (ii) the filing of any recordation of security interest documents with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other applicable office or agency of another country or political subdivision thereof and (iii) in the case of Investment Property, Deposit Accounts (other than Excluded Accounts) , Letter-of-Credit Rights and any other relevant Collateral, taking any actions (including, without limitation, entering into, and using its best commercially reasonable efforts to cause any relevant third party to enter into, one or more Account Control Agreements) necessary to enable the Administrative Agent Lender to obtain “control” (within the meaning of the applicable UCCUniform Commercial Code) with respect thereto. Upon the request of the Administrative Agent during the continuance of an Event of Default, each Grantor shall enable the Administrative Agent to obtain control of each Letter-of-Credit Right of such Grantor by (A) assigning such Letter-of-Credit Right to the Administrative Agent, (B) causing the issuing bank of the related letter of credit to consent to such assignment and (C) causing the related letter of credit to be advised by the Administrative Agent. Each Grantor also hereby authorizes the Administrative Agent Lender to file any such financing statements, financing change statements or amendments to financing statements or continuation statements statement without the signature of such Grantor the Grantors to the extent permitted by applicable law. Any such financing statement may, at the option of the Administrative AgentLender, describe the property covered thereby as and “all assets” or “all personal property” of such Grantor, or may use a similar description; provided, however, that the Administrative Agent shall amend any such description to the extent reasonably necessary to accommodate Excluded Assets. A carbon, photographic or other reproduction of this Security Agreement shall be sufficient as a financing statement for filing in any jurisdiction. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Instrument, Chattel Paper in a principal amount that is greater than $2,500,000 or any Certificated Security, such Instrument, Chattel Paper or Certificated Security shall be promptly immediately delivered to the Administrative AgentLender, duly endorsed in a manner satisfactory to the Administrative AgentLender, to be held as Collateral pursuant to this Security Agreement; provided, however, provided that the Grantors shall not be obligated to deliver to the Lender any other such Instrument Instruments or Chattel Paper shall be held by any Grantor at any time to the extent that the aggregate face value of all such Grantor in trust for the Administrative AgentInstruments and Chattel Paper held by all Grantors does not exceed $1,000,000.

Maintenance of Perfected Security Interests; Further Documentation; Pledge of Instruments and Chattel Paper. Such Grantor shall maintain the security interest created by this Amended and Restated Security Agreement as a perfected security interest having at least the priority described in Section 4(b) hereof and shall defend such security interest against the claims and demands of all Persons whomsoever. At any time and from time to time, upon the written request of the Administrative Collateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver such further instruments and documents and take such further action as the Administrative Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Amended and Restated Security Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing statements, financing change statements or amendments to financing statements or continuation statements under the UCC or any similar personal property security legislation in effect in any jurisdiction with respect to the Liens created hereby, (ii) the filing of any recordation of security interest documents with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other applicable office or agency of another country or political subdivision thereof and (iii) in the case of Investment Property, Deposit Accounts (other than Excluded Accounts) and any other relevant Collateral, taking any actions (including, without limitation, entering into, and using its best efforts to cause any relevant third party to enter into, one or more Account Control Agreements) necessary to enable the Administrative Collateral Agent to obtain “control” (within the meaning of the applicable UCC) with respect thereto. Upon the request of the Administrative Collateral Agent during the continuance of an Event of Default, each Grantor shall enable the Administrative Collateral Agent to obtain control of each Letter-of-Credit Right of such Grantor by (A) assigning such Letter-of-Credit Right to the Administrative Collateral Agent, (B) causing the issuing bank of the related letter of credit to consent to such assignment and (C) causing the related letter of credit to be advised by the Administrative Collateral Agent. Each Grantor also hereby authorizes the Administrative Collateral Agent to file any such financing statements, financing change statements or amendments to financing statements or continuation statements without the signature of such Grantor to the extent permitted by applicable law. Any such financing statement may, at the option of the Administrative Collateral Agent, describe the property covered thereby as “all assets” or “all personal property” of such Grantor, or may use a similar description; provided, however, that the Administrative Collateral Agent shall amend any such description to the extent reasonably necessary to accommodate Excluded Assets. A carbon, photographic or other reproduction of this Amended and Restated Security Agreement shall be sufficient as a financing statement for filing in any jurisdiction. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Chattel Paper in a principal amount that is greater than $2,500,000 or any Certificated Security, such Instrument, Chattel Paper or Certificated Security shall be promptly delivered to the Administrative Collateral Agent, duly endorsed in a manner satisfactory to the Administrative Collateral Agent, to be held as Collateral pursuant to this Amended and Restated Security Agreement; provided, however, that any other such Instrument or Chattel Paper shall be held by such Grantor in trust for the Administrative Collateral Agent.

Maintenance of Perfected Security Interests; Further Documentation; Pledge of Instruments and Chattel Paper. Such Each Grantor shall maintain the security interest created by this Security Agreement as a perfected security interest having at least the priority described in Section 4(b) hereof and shall defend such security interest against the claims and demands of all Persons whomsoever. At any time and from time to time, upon the written request of the Administrative AgentLender, and at the sole expense of such Grantorthe Grantors, such each Grantor will promptly and duly execute and deliver such further instruments and documents and take such further action as the Administrative Agent Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Security Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing statements, financing change statements or amendments to financing statements or continuation statements under the UCC or any similar personal property security legislation Uniform Commercial Code in effect in any jurisdiction with respect to the Liens created hereby, hereby and (ii) the filing of any recordation of security interest documents with the U.S. Patent and Trademark Office, the U.S. Copyright Office and any other applicable office or agency of another country or political subdivision thereof and (iii) in the case of Investment Property, any Pledged Deposit Accounts (other than Excluded Accounts) and any other relevant Collateral, taking any actions (including, without limitation, entering into, and using its best efforts to cause any relevant third party to enter into, one or more Account Control Agreements) necessary to enable the Administrative Agent Lender to obtain “"control” " (within the meaning of the applicable UCCUniform Commercial Code) with respect thereto. Upon the request of the Administrative Agent during the continuance of an Event of Default, each Grantor shall enable the Administrative Agent to obtain control of each Letter-of-Credit Right of such Grantor by (A) assigning such Letter-of-Credit Right to the Administrative Agent, (B) causing the issuing bank of the related letter of credit to consent to such assignment and (C) causing the related letter of credit to be advised by the Administrative Agent. Each Grantor also hereby authorizes the Administrative Agent Lender to file any such financing statements, financing change statements or amendments to financing statements or continuation statements statement without the signature of such Grantor to the extent permitted by applicable law. Any such financing statement may, at the option of the Administrative Agent, describe the property covered thereby as “all assets” or “all personal property” of such Grantor, or may use a similar description; provided, however, that the Administrative Agent shall amend any such description to the extent reasonably necessary to accommodate Excluded Assets. A carbon, photographic or other reproduction of this Security Agreement shall be sufficient as a financing statement for filing in any jurisdiction. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Instrument, Chattel Paper in a principal amount that is greater than $2,500,000 or any Certificated Security, such Instrument, Chattel Paper or Certificated Security shall be promptly immediately delivered to the Administrative AgentLender, duly endorsed in a manner satisfactory to the Administrative AgentLender, to be held as Collateral pursuant to this Security Agreement; provided, however, that any other such Instrument or Chattel Paper shall be held by such Grantor in trust for the Administrative Agent.