Common use of Perfection of Credit Security Clause in Contracts

Perfection of Credit Security. (a) This Agreement creates and shall create in favor of the Agent, for the benefit of the Holders, a legal, valid and enforceable second priority security interest in the Credit Security described herein, subject only to Permitted Liens. (b) The Agent may at any time and from time to time execute and file UCC financing statements, continuation statements and amendments thereto that the Agent reasonably deems necessary to perfect or maintain its security interest granted herein, which UCC financing statements, continuation statements and amendments describe the Credit Security and contain any information required by the UCC or the applicable filing office with respect to any such UCC financing statement, continuation statement or amendment thereof. (c) The Obligors shall execute and deliver all such instruments, including UCC financing statements, collateral assignments of copyrights, trademarks and patents, mortgages or deeds of trust, notations on certificates of title and written confirmation of the grant of a security interest in commercial tort claims, and will take all such other action, all as may be necessary or desirable (including as the Agent may reasonably request from time to time as the Agent deems reasonably necessary or desirable) for perfecting or otherwise confirming to it the Credit Security or to carry out any other purpose of this Agreement or any other Credit Document. (d) In furtherance of the foregoing, the Obligors shall use reasonable efforts to obtain (i) a written acknowledgment, in form and substance reasonably satisfactory to the Agent, from any bailee having possession of any Credit Security that such bailee holds such Credit Security for the benefit of the Agent and (ii) control of any investment property, deposit accounts, letter of credit rights or electronic chattel paper, with any agreements establishing such control to be in form and substance reasonably satisfactory to the Agent.

Perfection of Credit Security. (a) This Agreement creates and shall create in favor of the Agent, for the benefit of the HoldersLenders, a legal, valid and enforceable second priority security interest in the Credit Security described herein, subject only (in the case of Credit Security other than Pledged Stock) to Permitted Liens. Liens permitted by Section 10.8 of the Amended and Restated Credit Agreement. In the case of the Pledged Stock, when stock certificates representing such Pledged Stock and stock powers related thereto duly executed in blank by the relevant Pledgor are delivered to the Agent, and in the case of the other Credit Security described in this Agreement, when financing statements in appropriate form are filed in the jurisdictions specified on Exhibit 11.1 to the Amended and Restated Credit Agreement or when Intellectual Property filings in appropriate form are filed in appropriate offices, as set forth in Section 3.3.7, this Agreement shall provide a fully perfected, first priority Lien on, and security interest in, all right, title and interest of the Obligors in such Credit Security, as security for the Credit Obligations, in each case prior and superior in right to any other Person (b) The Agent may at any time except, in the case of Credit Security other than Pledged Stock, Liens permitted by Section 10.8 of the Amended and Restated Credit Agreement). Upon the Agent's reasonable request from time to time time, the Obligors will execute and deliver, and file UCC financing statementsand record in the proper filing and recording places, continuation statements and amendments thereto that the Agent reasonably deems necessary to perfect or maintain its security interest granted herein, which UCC financing statements, continuation statements and amendments describe the Credit Security and contain any information required by the UCC or the applicable filing office with respect to any such UCC financing statement, continuation statement or amendment thereof. (c) The Obligors shall execute and deliver all such instruments, including UCC financing statements, collateral assignments of copyrights, trademarks and patents, mortgages or deeds of trust, trust and notations on certificates of title and written confirmation of the grant of a security interest in commercial tort claimstitle, and will take all such other action, all as may be necessary or desirable (including as the Agent may reasonably request from time to time as the Agent deems reasonably necessary or desirable) for perfecting or otherwise confirming to it the Credit Security or to carry out any other purpose of this Agreement or any other Credit Document. (d) . In furtherance of the foregoingaddition, the Obligors shall use reasonable efforts to obtain (i) a written acknowledgment, in form each Obligor hereby irrevocably and substance reasonably satisfactory to unconditionally authorizes the Agent, on behalf of the Lenders, to file at any time and from any bailee having possession of any time to time such financing statements with respect to the Credit Security that such bailee holds such Credit Security for naming the benefit Agent as the secured party and each Obligor as debtor, and including any other information with respect to any Obligor or otherwise required by Part 5 of Article 9 of the UCC, together with amendments and continuations with respect thereto, which authorization shall apply to all financing statements naming the Agent as secured party and (ii) each Obligor as debtor filed on, prior to or after the date hereof. In no event shall any Obligor file or permit or cause to be filed any correction statement, amendment, or termination statement with respect to any such financing statement. Each Obligor shall take or cause to be taken all action required to cause the attachment, perfection, and first priority of, and the ability of the Agent, on behalf of the Lenders, to enforce the Lenders' Lien including, without limitation, obtaining control of any investment property, agreements with respect to deposit accounts, letter of letter-of-credit rights or rights, electronic chattel paper, with any agreements establishing such control to be in form instruments and substance reasonably satisfactory to the Agentinvestment property.

Perfection of Credit Security. (a) This Agreement creates and shall create in favor of the Agent, for the benefit of the HoldersLenders, a legal, valid and enforceable second priority security interest in the Credit Security described herein, subject only (in the case of Credit Security other than Pledged Stock) to Permitted Liens. Liens permitted by Section 10.8 of the Second Amended and Restated Credit Agreement. In the case of the Pledged Stock, when stock certificates representing such Pledged Stock and stock powers related thereto duly executed in blank by the relevant Pledgor are delivered to the Agent, and in the case of the other Credit Security described in this Agreement, when financing statements in appropriate form are filed in the jurisdictions specified on Exhibit 11.1 to the Second Amended and Restated Credit Agreement or when Intellectual Property filings in appropriate form are filed in appropriate offices, as set forth in Section 3.3.7, this Agreement shall provide a fully perfected, first priority Lien on, and security interest in, all right, title and interest of the Obligors in such Credit Security, as security for the Credit Obligations, in each case prior and superior in right to any other Person (b) The Agent may at any time except, in the case of Credit Security other than Pledged Stock, Liens permitted by Section 10.8 of the Second Amended and Restated Credit Agreement). Upon the Agent's reasonable request from time to time time, the Obligors will execute and deliver, and file UCC financing statementsand record in the proper filing and recording places, continuation statements and amendments thereto that the Agent reasonably deems necessary to perfect or maintain its security interest granted herein, which UCC financing statements, continuation statements and amendments describe the Credit Security and contain any information required by the UCC or the applicable filing office with respect to any such UCC financing statement, continuation statement or amendment thereof. (c) The Obligors shall execute and deliver all such instruments, including UCC financing statements, collateral assignments of copyrights, trademarks and patents, mortgages or deeds of trust, trust and notations on certificates of title and written confirmation of the grant of a security interest in commercial tort claimstitle, and will take all such other action, all as may be necessary or desirable (including as the Agent may reasonably request from time to time as the Agent deems reasonably necessary or desirable) for perfecting or otherwise confirming to it the Credit Security or to carry out any other purpose of this Agreement or any other Credit Document. (d) . In furtherance of the foregoingaddition, the Obligors shall use reasonable efforts to obtain (i) a written acknowledgment, in form each Obligor hereby irrevocably and substance reasonably satisfactory to unconditionally authorizes the Agent, on behalf of the Lenders, to file at any time and from any bailee having possession of any time to time such financing statements with respect to the Credit Security that such bailee holds such Credit Security for naming the benefit Agent as the secured party and each Obligor as debtor, and including any other information with respect to any Obligor or otherwise required by Part 6 of Article 9 of the UCC, together with amendments and continuations with respect thereto, which authorization shall apply to all financing statements naming the Agent as secured party and (ii) each Obligor as debtor filed on, prior to or after the date hereof. In no event shall any Obligor file or permit or cause to be filed any correction statement, amendment, or termination statement with respect to any such financing statement. Each Obligor shall take or cause to be taken all action required to cause the attachment, perfection, and first priority of, and the ability of the Agent, on behalf of the Lenders, to enforce the Lenders' Lien including, without limitation, obtaining control of any investment property, agreements with respect to deposit accounts, letter of letter-of-credit rights or rights, electronic chattel paper, with any agreements establishing such control to be in form instruments and substance reasonably satisfactory to the Agentinvestment property.

Perfection of Credit Security. (a) This Agreement creates and shall create in favor of the Agent, for the benefit of the Holders, Lender a legal, valid and enforceable second first priority security interest in the Credit Security described herein, subject only (in the case of Credit Security other than Pledged Stock) to Permitted LiensLiens permitted by section 6.7 of the Credit Agreement. (b) The Agent Lender may at any time and from time to time execute and file UCC financing statements, continuation statements and amendments thereto that the Agent reasonably deems necessary to perfect or maintain its security interest granted herein, which UCC financing statements, continuation statements and amendments describe the Credit Security and contain any information required by the UCC or the applicable filing office with respect to any such UCC financing statement, continuation statement or amendment thereof, including the execution and filing of a UCC financing statement covering all assets of the Borrower. (c) The Obligors shall Upon the Lender’s reasonable request from time to time, the Borrower will execute and deliver deliver, and file and record in the proper filing and recording places, all such instruments, including UCC financing statements, collateral assignments of copyrights, trademarks and patents, mortgages or deeds of trust, notations on certificates of title and written confirmation of the grant of a security interest in commercial tort claims, and will take all such other action, all as may be necessary or desirable (including as the Agent may reasonably request from time to time as the Agent Lender deems reasonably necessary or desirable) for perfecting or otherwise confirming to it the Credit Security or to carry out any other purpose of this Agreement or any other Credit Document. (d) In furtherance of the foregoing, foregoing the Obligors Borrower shall use reasonable efforts to obtain (i) a written acknowledgment, in form and substance reasonably satisfactory to the AgentLender, from any bailee having possession of any Credit Security that such bailee holds such Credit Security for the benefit of the Agent Lender and (ii) control of any investment property, deposit accounts, letter of credit rights or electronic chattel paper, with any agreements establishing such control to be in form and substance reasonably satisfactory to the AgentLender.

Perfection of Credit Security. (a) This Agreement creates and shall create in favor of the Collateral Agent, for the benefit of the HoldersLenders and the Noteholders, a legal, valid and enforceable second priority security interest in the Credit Security described herein, subject only (in the case of Credit Security other than Pledged Stock) to Permitted LiensLiens permitted by section 6.7 of the Credit Agreement. (b) The Collateral Agent may at any time and from time to time execute and file UCC financing statements, continuation statements and amendments thereto that the Agent reasonably deems necessary to perfect or maintain its security interest granted herein, which UCC financing statements, continuation statements and amendments describe the Credit Security in any manner it deems appropriate including, without limitation, describing such property as "all assets, whether now owned or hereafter required" or "all personal property, whether now owned or hereafter acquired," and contain any information required by the UCC or the applicable filing office with respect to any such UCC financing statement, continuation statement or amendment thereof. (c) The Upon the Collateral Agent's reasonable request from time to time, the Obligors shall will execute and deliver deliver, and file and record in the proper filing and recording places, all such instruments, including UCC financing statements, collateral assignments of copyrights, trademarks and patents, mortgages or deeds of trustappropriate documents evidencing the Collateral Agent's lien in the U.S. Intellectual Property, notations on certificates of title and written confirmation of the grant of a security interest in commercial tort claims, and will take all such other action, all as may be necessary or desirable (including as the Agent may reasonably request from time to time as the Collateral Agent deems reasonably necessary or desirable) for perfecting or otherwise confirming to it the Credit Security or to carry out any other purpose of this Agreement or any other Secured Credit Document. (d) In furtherance of the foregoing, the Obligors shall shall, upon the written request of the Collateral Agent, use reasonable efforts to obtain (i) a written acknowledgment, in form and substance reasonably satisfactory to the Collateral Agent, from any bailee having possession of any Credit Security that such bailee holds such Credit Security for the benefit of the Collateral Agent on behalf of the Lenders and the Noteholders and (ii) control of any investment property, deposit accounts, letter of credit rights or electronic chattel paperpaper that constitute Credit Security, with any agreements establishing such control to be in form and substance reasonably satisfactory to the Collateral Agent.

Perfection of Credit Security. (a) This Agreement creates and shall create in favor of the Agent, for the benefit of the HoldersLenders, a legal, valid and enforceable second first priority security interest in the Credit Security described herein, subject only (in the case of Credit Security other than Pledged Stock) to Permitted LiensLiens permitted by section 6.8 of the Credit Agreement. (b) The Agent may at any time and from time to time execute and file UCC financing statements, continuation statements and amendments thereto that the Agent reasonably deems necessary to perfect or maintain its security interest granted herein, which UCC financing statements, continuation statements and amendments describe the Credit Security and contain any information required by the UCC Part 5 of Revised Article 9 or the applicable filing office with respect to any such UCC financing statement, continuation statement or amendment thereof. (c) The Upon the Agent's reasonable request from time to time, the Obligors shall will execute and deliver deliver, and file and record in the proper filing and recording places, all such instruments, including UCC financing statements, collateral assignments of copyrights, trademarks and patents, mortgages or deeds of trust, notations on certificates of title and written confirmation of the grant of a security interest in commercial tort claims, and will take all such other action, all as may be necessary or desirable (including as the Agent may reasonably request from time to time as the Agent deems reasonably necessary or desirable) for perfecting or otherwise confirming to it the Credit Security or to carry out any other purpose of this Agreement or any other Credit Document, whether in anticipation of the effectiveness of Revised Article 9 or otherwise. (d) In furtherance of the foregoing, the Obligors shall use reasonable efforts to obtain (i) a written acknowledgment, in form and substance reasonably satisfactory to the Agent, from any bailee having possession of any Credit Security that such bailee holds such Credit Security for the benefit of the Agent and (ii) control of any investment property, deposit accounts, letter of credit rights or electronic chattel paperpaper (each such term as defined in Revised Article 9), with any agreements establishing such control to be in form and substance reasonably satisfactory to the Agent.