Common use of Perfection and Protection of Security Clause in Contracts

Perfection and Protection of Security. At the request of the Agent, grant to the Agent, for the benefit of the Purchasers, security interests, assignments, mortgages, charges, and pledges in such property and undertaking of the Company that is not subject to a valid and perfected first ranking charge or security interest (subject only to Permitted Liens) in each relevant jurisdiction as determined by the Agent and deliver opinions in form and substance satisfactory to the Agent thereon with respect to such matters as the Agent may request. The Company shall also perform, execute and deliver all acts, agreements and other documents as may be reasonably requested by the Agent at any time to register, file, signify, publish, perfect, maintain, protect, and enforce the Security or grant a security interest on its property including, without limitation, (i) executing, recording and filing of the Security Documents and financing or continuation statements in connection therewith, in form and substance reasonably satisfactory to the Agent, (ii) delivering to the Agent the originals of all share certificates, instruments, documents and chattel paper and all other Collateral of which the Agent reasonably determines it should have physical possession in order to perfect and protect the Notes, duly endorsed or assigned to the Agent, (iii) delivering to the Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are listed, (iv) placing notations on its books of account to disclose the Notes, (v) delivering to the Agent all letters of credit on which the Company is named beneficiary, (vi) obtaining subordination agreements, acknowledgments or other documents from third parties in order to ensure that the Notes constitute first priority Liens on the Collateral (subject only to Permitted Liens), and (vii) taking such other steps as are deemed reasonably necessary by the Agent to maintain the Notes and the first ranking priority thereof (subject only to Permitted Liens).

Perfection and Protection of Security. At The Parent shall, and shall cause each of the other Company Parties to, at the request of the Administrative Agent, grant to the Administrative Agent, for the benefit of the PurchasersSecured Parties, security interests, assignments, mortgages, charges, charges and pledges in such property and undertaking of the Parent and the other Company Parties and other material Affiliates of the Parent that is not subject to a valid and perfected first ranking charge or security interest (subject only to Permitted Liens) in each relevant jurisdiction as determined by the Administrative Agent and deliver opinions of counsel in form and substance satisfactory to the Administrative Agent thereon with respect to such matters as the Administrative Agent may request. The Company Parent shall also perform, execute and deliver deliver, or cause to be performed, executed and delivered, all acts, agreements and other documents as may be reasonably requested by the Administrative Agent at any time to register, file, signify, publish, perfect, maintain, protect, and enforce the Security or grant a security interest on its property including, without limitation, (i) executing, recording and filing of the Security Documents and financing or continuation statements in connection therewith, in form and substance reasonably satisfactory to the Administrative Agent, (ii) delivering to the Administrative Agent the originals of all share unit certificates, instruments, documents and chattel paper and all other Collateral of which the Administrative Agent reasonably determines it the Administrative Agent should have physical possession in order to perfect and protect the NotesSecurity, duly endorsed or assigned to the Administrative Agent, (iii) delivering to the Administrative Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are listed, (iv) placing notations on its books of account to disclose the NotesSecurity, (v) delivering to the Administrative Agent all letters of credit on which the a Company Party is named beneficiary, (vi) obtaining subordination agreements, acknowledgments or other documents from third parties in order to ensure that the Notes constitute Security constitutes first priority Liens on the Collateral (subject only to Permitted LiensLiens that by law rank in priority), and (vii) taking such other steps as are deemed reasonably necessary by the Administrative Agent to maintain the Notes Security and the first ranking priority thereof (subject only to Permitted LiensLiens that by operation of law rank in priority). The Parent shall cause each Company Party that is created or acquired after the Closing Date and that becomes a party to a Security Document to become a party to the Intercreditor Agreement.

Perfection and Protection of Security. At The Beneficiary makes the request of the Agentfollowing representations, grant warranties and covenants to the AgentLender from the Execution Date until the Obligations are paid in full: (i) The pledgor’s right, title and interest in any Collateral is and shall be free from any Encumbrance except for the benefit of the Purchasers, security interests, assignments, mortgages, charges, and pledges in such property and undertaking of the Company that is not subject to a valid and perfected first ranking charge or security interest and lien created hereby and pursuant to the other Financing Documents; and (subject only ii) The Pledgor shall not sell or otherwise dispose of, or pledge, mortgage or create, or suffer to Permitted Liensexist a lien on, the Collateral in favor of any person other than the Lender (except as permitted in the Loan Agreement). b. The Beneficiary authorizes the Lender to file financing statements relating to the Collateral under the Uniform Commercial Code (“UCC”) containing the information set forth on Schedule B hereto in each relevant jurisdiction the jurisdictions indicated in this Pledge Agreement or as otherwise determined by the Agent and deliver opinions in form and substance satisfactory Lender. Subject to the Agent thereon with filing of continuation statements in respect to of such matters as the Agent may request. The Company shall also perform, execute and deliver all acts, agreements and other documents as may be reasonably requested by the Agent at any financing statements required from time to register, file, signify, publish, perfect, maintain, protect, and enforce time under the Security or grant a security interest on its property including, without limitationUCC, (i) executingthe security interest in the Collateral, recording and to the extent the same can be perfected by filing of financing statements under the Security Documents UCC, constitutes and will constitute a perfected first priority security interest therein, subject to no other Encumbrance which is perfected by filing of financing or continuation statements in connection therewithstatements, in form and substance reasonably satisfactory to the Agent, (ii) delivering subject further to the Agent Lender’s obtaining and maintaining possession or control over Collateral as to which a security interest can be perfected by possession or control under the originals UCC, the security interest in the Collateral, to the extent the same can be perfected under the UCC, constitutes and will constitute a perfected first priority security interest therein, subject to no other Encumbrance; provided that continuation of such security interest in the proceeds of the Collateral is limited by the provisions of Sections 9-203, 9-315 and 9-322 of the UCC. c. There is no financing statement naming the Beneficiary or any of its predecessors in interest as debtor now on file or registered in any public office evidencing any Encumbrance on the Collateral, or intended so to be and the Beneficiary (including any of its predecessors in interest) has not filed or authorized the filing of, any financing statement relating to any of its right, title or interest in or to any of the Collateral, except financing statements filed or to be filed in respect of and covering the security interest and lien of the Lender granted and provided for in this Pledge Agreement and the other Financing Documents. d. The Beneficiary shall cause the Trust to annotate its books and records to reflect the pledge of the beneficial interests in the Trust effected by this Pledge Agreement. e. The Beneficiary shall ensure at all times that the Lender has “control” for purposes of Section 8-106 of the UCC of all share certificates, instruments, documents uncertificated instruments included within the Collateral. The Beneficiary has caused the Trust to execute and chattel paper and all other Collateral deliver to the Lender on the date of which this Pledge Agreement a consent in the Agent reasonably determines it should have physical possession form attached hereto as Schedule C in order to perfect and protect comply with the Notes, duly endorsed or assigned requirements of Section 8-106(c)(2) of the UCC to the Agent, (iii) delivering to extent beneficial interests in the Agent warehouse receipts covering any portion Trust constitute uncertificated securities for purposes of Article 8 of the Collateral located in warehouses and for which warehouse receipts are listed, (iv) placing notations on its books of account to disclose the Notes, (v) delivering to the Agent all letters of credit on which the Company is named beneficiary, (vi) obtaining subordination agreements, acknowledgments or other documents from third parties in order to ensure that the Notes constitute first priority Liens on the Collateral (subject only to Permitted Liens), and (vii) taking such other steps as are deemed reasonably necessary by the Agent to maintain the Notes and the first ranking priority thereof (subject only to Permitted Liens)UCC.

Perfection and Protection of Security. At The Parent shall, and shall cause each of the other Company Parties to, at the request of the Administrative Agent, grant to the Administrative Agent, for the benefit of the PurchasersSecured Parties, security interests, assignments, mortgages, charges, charges and pledges in such property and undertaking of the Parent and the other Company Parties and other material Affiliates of the Parent that is not subject to a valid and perfected first ranking charge or security interest (subject only to Permitted Liens) in each relevant jurisdiction as determined by the Administrative Agent and deliver opinions in form and substance satisfactory to the Administrative Agent thereon with respect to such matters as the Administrative Agent may request. The Company Parent shall also perform, execute and deliver deliver, or cause to be performed, executed and delivered, all acts, agreements and other documents as may be reasonably requested by the Administrative Agent at any time to register, file, signify, publish, perfect, maintain, protect, and enforce the Security or grant a security interest on its property including, without limitation, (i) executing, recording and filing of the Security Documents and financing or continuation statements in connection therewith, in form and substance reasonably satisfactory to the Administrative Agent, (ii) delivering to the Administrative Agent the originals of all share unit certificates, instruments, documents and chattel paper and all other Collateral of which the Administrative Agent reasonably determines it the Administrative Agent should have physical possession in order to perfect and protect the NotesSecurity, duly endorsed or assigned to the Administrative Agent, (iii) delivering to the Administrative Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are listed, (iv) placing notations on its books of account to disclose the NotesSecurity, (v) delivering to the Administrative Agent all letters of credit on which the Company aCompany Party is named beneficiary, (vi) obtaining subordination agreements, acknowledgments or other documents from third parties in order to ensure that the Notes constitute Security constitutes first priority Liens on the Collateral (subject only to Permitted LiensLiens that by law rank in priority), and (vii) taking such other steps as are deemed reasonably necessary by the Administrative Agent to maintain the Notes Security and the first ranking priority thereof (subject only to Permitted LiensLiens that by law rank in priority).;

Perfection and Protection of Security. At The Parent shall, and shall cause each of the other Company Parties to, at the request of the Administrative Agent, grant to the Administrative Agent, for the benefit of the PurchasersSecured Parties, security interests, assignments, mortgages, charges, charges and pledges in such property and undertaking of the Parent and the other Company Parties and other material Affiliates of the Parent that is not subject to a valid and perfected first ranking charge or security interest (subject only to Permitted Liens) in each relevant jurisdiction as determined by the Administrative Agent and deliver opinions of counsel in form and substance satisfactory to the Administrative Agent thereon with respect to such matters as the Administrative Agent may request. The Company Parent shall also perform, execute and deliver deliver, or cause to be performed, executed and delivered, all acts, agreements and other documents as may be reasonably requested by the Administrative Agent at any time to register, file, signify, publish, perfect, maintain, protect, and enforce the Security or grant a security interest on its property including, without limitation, (i) executing, recording and filing of the Security Documents and financing or continuation statements in connection therewith, in form and substance reasonably satisfactory to the Administrative Agent, (ii) delivering to the Administrative Agent the originals of all share unit certificates, instruments, documents and chattel paper and all other Collateral of which the Administrative Agent reasonably determines it the Administrative Agent should have physical possession in order to perfect and protect the NotesSecurity, duly endorsed or assigned to the Administrative Agent, (iii) delivering to the Administrative Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are listed, (iv) placing notations on its books of account to disclose the NotesSecurity, (v) delivering to the Administrative Agent all letters of credit on which the a Company Party is named beneficiary, (vi) obtaining subordination agreements, acknowledgments or other documents from third parties in order to ensure that the Notes constitute first Security constitutes second priority Liens on the Collateral (subject only to Permitted LiensLiens that by law rank in priority), and (vii) taking such other steps as are deemed reasonably necessary by the Administrative Agent to maintain the Notes Security and the first second ranking priority thereof (subject only to Liens held by the Non-Convertible Noteholders and Permitted LiensLiens that by operation of law rank in priority). The Parent shall cause each Company Party that is created or acquired after the Closing Date and that becomes a party to a Security Document to become a party to the Intercreditor Agreement.