Common use of Perfection of Security Interests Clause in Contracts

Perfection of Security Interests. For the limited purpose of perfecting the Liens in the Collateral of the Bank Agent and the Banks, the Tranche A Trustee and the Tranche A Holders and the Tranche B Trustee and the Tranche B Holders, the Collateral Agent agrees that it will (a) in the case of Possessory Collateral, subject to the provisions of this Section 3 and Section 4 hereof, take possession of and hold such Possessory Collateral as agent, as security for the Bank Agent, the Tranche A Trustee and the Tranche B Trustee and the respective holders of the Secured Obligations, and (b) in the case of Collateral consisting of cash, at the direction of the Bank Agent prior to the Bank Credit Facility Payment Date and at the direction of the Trustees from and after such date (or from the date hereof until the effectiveness of a Bank Credit Facility), enter into such agreements as shall enable the Bank Agent or the Tranche A Trustee and the Tranche B Trustee to have "control" over such Collateral (within the meaning of the applicable provisions of the Uniform Commercial Code), but with such control on the part of the Tranche A Trustee and the Tranche B Trustee being subject and subordinate to the control and rights of the Bank Agent and the Banks in such Collateral under the Bank Credit Facility. In that connection, it is understood and agreed that (i) neither the Collateral Agent, the Bank Agent or any of the Banks or the Trustees or any of the Holders makes any representation as to the value of the Collateral or any part thereof, or as to the security afforded by this Agreement or the Collateral Documents or as to the validity, execution, enforceability, legality or sufficiency of this Agreement or the Collateral Documents or of the Secured Obligations, and none of the Collateral Agent, the Bank Agent or the Banks or the Trustees or any of the Holders shall incur any liability or responsibility in respect of any such matters and (ii) none of them shall be required to ascertain or inquire as to the performance by the Company of any of the covenants or agreements contained herein or in any such documents.

Perfection of Security Interests. For the limited purpose of perfecting the Liens in the Collateral of the Bank Agent and the Banks, the Tranche A Trustee and the Tranche A Holders and the Tranche B Trustee and the Tranche B Holders, the Collateral Agent agrees that it will (a) in the case of Possessory Collateral, subject to the provisions of this Section 3 and Section 4 hereof, take possession of and hold such Possessory Collateral as agent, as security for the Bank Agent, the Tranche A Trustee and the Tranche B Trustee and the respective holders of the Secured Obligations, and (b) in the case of Collateral consisting of cash, at the direction of the Bank Agent prior to the Bank Credit Facility Payment Date and at the direction of the Trustees from and after such date (or from the date hereof until the effectiveness of a Bank Credit Facility)date, enter into such agreements as shall enable the Bank Agent or the Tranche A Trustee and the Tranche B Trustee to have "control" over such Collateral (within the meaning of the applicable provisions of the Uniform Commercial Code), but with such control on the part of the Tranche A Trustee and the Tranche B Trustee being subject and subordinate to the control and rights of the Bank Agent and the Banks in such Collateral under the Bank Credit Facility. In that connection, it is understood and agreed that (i) neither the Collateral Agent, the Bank Agent or any of the Banks or the Trustees or any of the Holders makes any representation as to the value of the Collateral or any part thereof, or as to the security afforded by this Agreement or the Collateral Documents or as to the validity, execution, enforceability, legality or sufficiency of this Agreement or the Collateral Documents or of the Secured Obligations, and none of the Collateral Agent, the Bank Agent or the Banks or the Trustees or any of the Holders shall incur any liability or responsibility in respect of any such matters and (ii) none of them shall be required to ascertain or inquire as to the performance by the Company of any of the covenants or agreements contained herein or in any such documents.

Perfection of Security Interests. For (a) At any time and from time to time, upon the limited purpose reasonable request of perfecting the Liens Administrative Agent and at the sole expense of the Borrowers, the Borrowers shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as the Administrative Agent may deem desirable to obtain the full benefits of any security interest granted or purported to be granted by such Borrower hereunder and of the rights and powers herein granted, including (i) upon the reasonable request of the Administrative Agent, using its commercially reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Administrative Agent of any License or Contract held by such Borrower and to enforce the security interests granted hereunder, (ii) unless Administrative Agent shall otherwise consent in writing (which consent may be revoked), delivering to Administrative Agent all Collateral consisting of negotiable Documents and certificated securities (in each case, accompanied by stock powers, allonges or other instruments of transfer executed in blank) promptly after such Borrower receives the same, (iii) delivering any requested Chattel Paper or Instrument to Administrative Agent (in each case accompanied by instruments of transfer executed in blank), (iv) to the extent required by this Agreement and not waived by Administrative Agent in writing (which waiver may be revoked) obtaining authenticated Control Agreements from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities, in each case constituting Collateral, to or for any Borrower; provided, that the Administrative Agent shall not deliver a notice that it is exercising exclusive control over any financial assets or commodities to any such issuer, securities intermediary or commodities intermediary unless an Event of Default has occurred and is continuing, (v) in accordance with and to the extent required by Annex B to this Agreement, obtaining a blocked account or similar agreement with each bank or financial institution holding a Deposit Account for such Borrower; provided, that the Administrative Agent shall not deliver a notice that it is exercising exclusive control over any Deposit Account to any such bank or financial institution unless an Event of Default has occurred and is continuing, (vi) for each Borrower that is or becomes the beneficiary of a letter of credit with a face amount in excess of $1,000,000 promptly, and in any event within two (2) Business Days after becoming a beneficiary, notifying Administrative Agent thereof and thereafter, unless the related Letter of Credit Rights constitute a Supporting Obligation for which the Administrative Agent’s security interest is perfected, using its commercially reasonable efforts to cause the issuer and/or confirmation bank with respect to such Letter of Credit Rights to enter into a tri-party agreement with the Administrative Agent assigning such Letter of Credit Rights to the Administrative Agent and directing all payments thereunder to a Blocked Account, all in form and substance reasonably satisfactory to the Administrative Agent (vii) taking all steps necessary to grant the Administrative Agent control of all electronic chattel paper in accordance with the Code and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act, (viii) promptly, and in any event within five (5) Business Days after the same is acquired by it, notifying the Administrative Agent of any Commercial Tort Claim involving a claim of more than $1,000,000 acquired by it and if requested by the Administrative Agent, entering into a supplement to this Agreement, granting to Administrative Agent a Lien in such Commercial Tort Claim, (ix) maintaining complete and accurate stock records, (x) except as otherwise provided in clause (vi) hereof, delivering to the Administrative Agent all documents, certificates and Instruments necessary or desirable to perfect the Administrative Agent’s Lien on letters of credit on which such Borrower is named as beneficiary and all acceptances issued in connection therewith and (xi) taking such other steps as are deemed necessary or desirable to maintain the Administrative Agent’s security interest in the Collateral. Nothing contained in this Section 10.2(a) shall be deemed to require any Borrower to obtain the consent of any landlord (including, without limitation, any Aviation Authority) or to obtain or record any memorandum of lease or leasehold mortgage or similar instrument with respect to any leased real property. (b) Each Borrower hereby irrevocably authorizes the Administrative Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Borrower or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Bank Agent Code in such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the BanksCode for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Borrower is an organization, the Tranche A Trustee type of organization and the Tranche A Holders any organization identification number issued to such Borrower, and the Tranche B Trustee and the Tranche B Holders, the Collateral Agent agrees that it will (aii) in the case of Possessory Collaterala financing statement filed as a fixture filing, subject a sufficient description of real property to which the Collateral relates. Each Borrower agrees to furnish any such information to the provisions of this Section 3 and Section 4 hereof, take possession of and hold such Possessory Collateral as agent, as security Administrative Agent promptly upon request. Each Borrower also ratifies its authorization for the Bank Agent, Administrative Agent to have filed in any Uniform Commercial Code jurisdiction any initial financing statements or amendments thereto if filed prior to the Tranche A Trustee and the Tranche B Trustee and the respective holders of the Secured Obligations, Closing Date. (c) Notwithstanding subsections (a) and (b) in the case of Collateral consisting of cashthis Section 10.2, at the direction of the Bank Agent prior to the Bank Credit Facility Payment Date and at the direction of the Trustees from and after such date (or from the date hereof until the effectiveness of a Bank Credit Facility), enter into such agreements as shall enable the Bank Agent or the Tranche A Trustee and the Tranche B Trustee to have "control" over such Collateral (within the meaning of the applicable provisions of the Uniform Commercial Code), but with such control any failure on the part of any Borrower or the Tranche A Trustee and the Tranche B Trustee being subject and subordinate Administrative Agent to the control and rights of the Bank Agent and the Banks in such Collateral under the Bank Credit Facility. In that connection, it is understood and agreed that (i) neither the Collateral Agent, the Bank Agent or take any of the Banks actions set forth in such subsections, the Liens and security interests granted herein shall be deemed valid, enforceable and perfected by entry of the Orders. No financing statement, notice of lien, mortgage, deed of trust or the Trustees similar instrument in any jurisdiction or filing office need be filed or any of other action taken in order to validate and perfect the Holders makes any representation as Liens and security interests granted by or pursuant to the value of the Collateral or any part thereof, or as to the security afforded by this Agreement or the Collateral Documents or as to the validity, execution, enforceability, legality or sufficiency of this Agreement or the Collateral Documents or of the Secured Obligations, and none of the Collateral Agent, the Bank Agent or the Banks or the Trustees or any of the Holders shall incur any liability or responsibility in respect of any such matters and (ii) none of them shall be required to ascertain or inquire as to the performance by the Company of any of the covenants or agreements contained herein or in any such documentsOrders.

Perfection of Security Interests. For the limited purpose of perfecting the Liens in the Collateral of the Bank The Administrative Agent and the BanksLenders hereby appoint U.S. Bank, in its capacity as Custodian hereunder, as their agent and custodian for the Tranche A Trustee and the Tranche A Holders and the Tranche B Trustee and the Tranche B Holders, the Collateral Agent agrees that it will (a) purposes of perfection of a security interest in the case of Possessory CollateralLoan Assets. U.S. Bank, in its capacity as Custodian hereunder, hereby accepts such appointment and agrees to perform only the express duties set forth in this Section 7.13 and subject to the provisions hereof. (i) Each of the Administrative Agent and each other Secured Party further authorizes the Custodian to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Transaction Documents as are expressly delegated to the Custodian by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. In furtherance, and without limiting the generality of the foregoing, each Secured Party hereby appoints the Custodian as its agent to execute and deliver all further instruments and documents, and take all further action that the Administrative Agent deems necessary or desirable in order to perfect, protect or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including the execution by the Custodian as secured party/assignee of such financing or continuation statements, or amendments thereto or assignments thereof, relative to all or any of the Loan Assets now existing or hereafter arising, and such other instruments or notices, as may be necessary or appropriate for the purposes stated hereinabove. Nothing in this Section 3 and Section 4 hereof, take possession 7.13(j) shall be deemed to relieve the Borrower of and hold such Possessory Collateral as agent, as security its obligation to protect the interest of the Custodian (for the Bank Agent, the Tranche A Trustee and the Tranche B Trustee and the respective holders benefit of the Secured Obligations, and (bParties) in the case Collateral, including to file financing and continuation statements in respect of the Collateral consisting of cashin accordance with this Agreement. (ii) With respect to other actions which are incidental to the actions specifically delegated to the Custodian hereunder, at the Custodian shall not be required to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in acting or refraining from acting) upon the direction of the Bank Agent prior Administrative Agent; provided that the Custodian shall not be required to the Bank Credit Facility Payment Date and take any action hereunder at the direction request of the Trustees from and after Administrative Agent, any Secured Parties or otherwise if the taking of such date (or from action, in the date hereof until the effectiveness of a Bank Credit Facility), enter into such agreements as shall enable the Bank Agent or the Tranche A Trustee and the Tranche B Trustee to have "control" over such Collateral (within the meaning reasonable determination of the applicable Custodian, (x) shall be in violation of any Applicable Law or contrary to any provisions of this Agreement or (y) shall expose the Uniform Commercial CodeCustodian to liability hereunder or otherwise (unless it has received indemnity which it reasonably deems to be satisfactory with respect thereto), but with such control on . In the part event the Custodian requests the consent of the Tranche A Trustee and the Tranche B Trustee being subject and subordinate to the control and rights of the Bank Administrative Agent and the Banks in Custodian does not receive a consent (either positive or negative) from the Administrative Agent with 10 Business Days of its receipt of such Collateral under request, then the Bank Credit Facility. In that connection, it is understood and agreed that Administrative Agent shall be deemed to have declined to consent to the relevant action. (iiii) neither the Collateral AgentExcept as expressly provided herein, the Bank Agent Custodian shall not be under any duty or obligation to take any affirmative action to exercise or enforce any power, right or remedy available to it under this Agreement or any of the Banks or the Trustees or any of the Holders makes any representation as Loan Asset Documents (i) unless and until (and to the value of extent) expressly so directed in writing by the Collateral or any part thereof, or as to the security afforded by this Agreement or the Collateral Documents or as to the validity, execution, enforceability, legality or sufficiency of this Agreement or the Collateral Documents or of the Secured Obligations, and none of the Collateral Agent, the Bank Administrative Agent or the Banks or the Trustees or any of the Holders shall incur any liability or responsibility in respect of any such matters and (ii) none of them shall be required to ascertain or inquire as prior to the performance occurrence of the Termination Date pursuant to clause (a) or (b) of the definition of “Termination Date,” the Manager (and upon such occurrence, the Custodian shall act in accordance with the written instructions of the Administrative Agent pursuant to Section 7.13(j)(i)). The Custodian shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction of any Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Custodian or the Administrative Agent. The Custodian shall not be deemed to have notice or knowledge of any matter hereunder, including an Event of Default, unless a Responsible Officer of the Custodian has actual knowledge of such matter or written notice thereof is received by the Company of any of the covenants or agreements contained herein or in any such documentsCustodian.

Perfection of Security Interests. For the limited purpose of perfecting the Liens security interests of the Trustee in the Possessory Collateral of the Bank Agent and the BanksTrust Moneys, the Tranche A Trustee and the Tranche A Holders and the Tranche B Trustee and the Tranche B Holders, the Collateral Agent agrees that it Company will (a) in the case of Possessory Collateral, cause the Banks (or an agent or representative on their behalf) to acknowledge to the Trustee in writing that, subject to the provisions of Sections 4.01 through 4.06, and 9.01 through 9.03, of this Section 3 and Section 4 hereofAgreement, take the Banks (or such agent or representative) hold possession of and hold such Possessory Collateral as agent, as security for the Bank Agent, benefit of the Tranche A Trustee and the Tranche B Trustee and the respective holders of the Secured ObligationsHolders, and (b) in the case of Collateral consisting of cashTrust Moneys, at cause the direction of the Bank Agent prior to the Bank Credit Facility Payment Date and at the direction of the Trustees from and after such date Banks (or from the date hereof until the effectiveness of a Bank Credit Facility), an agent or representative on their behalf) to enter into such agreements as shall enable the Bank Agent or the Tranche A Trustee and the Tranche B Trustee to have "control" over such Collateral Trust Moneys (within the meaning of the applicable provisions of the Uniform Commercial Code), but with such control on the part of the Tranche A Trustee and the Tranche B Trustee being subject and subordinate to the control and rights of the Bank Agent and the Banks (or such agent or representative) in such Collateral Trust Moneys under the Bank Credit FacilityAgreement. In that connection, it is understood and agreed that (i) neither the Collateral Agent, the Bank Agent or any none of the Banks (nor any agent or the Trustees or any of the Holders representative on their behalf) makes any representation as to the value of the Collateral or any part thereof, or as to the security afforded by this Agreement or the Collateral Documents or as to the validity, execution, enforceability, legality or sufficiency of this Agreement or the Collateral Documents or of the Secured Obligations, and none of the Collateral Agent, the Bank Agent Banks (nor any agent or the Banks or the Trustees or any of the Holders representative on their behalf) shall incur any liability or responsibility in respect of any such matters and (ii) none of them the Banks (nor any agent or representative on their behalf) shall be required to ascertain or inquire as to the performance by the Company of any of the covenants or agreements contained herein or in any such documentsthe Indenture.

Perfection of Security Interests. For the limited purpose of perfecting the Liens in the Collateral of the Bank Agent and the Banks, the Tranche A Trustee and the Tranche A Holders and the Tranche B Trustee and the Tranche B Holders, the Collateral Agent agrees that it will (a) in the case of Possessory Collateral, subject to the provisions of this Section 3 and Section 4 hereof, take possession of and hold such Possessory Collateral as agent, as security for the Bank Agent, the Tranche A Trustee and the Tranche B Trustee and the respective holders of the Secured Obligations, and (b) in the case of Collateral consisting of cash, at the direction of the Bank Agent prior to the Bank Credit Facility Payment Date and at the direction of the Trustees from and after such date (or from the date hereof until the effectiveness of a the Initial Bank Credit Facility), enter into such agreements as shall enable the Bank Agent or the Tranche A Trustee and the Tranche B Trustee to have "control" over such Collateral (within the meaning of the applicable provisions of the Uniform Commercial Code), but with such control on the part of the Tranche A Trustee and the Tranche B Trustee being subject and subordinate to the control and rights of the Bank Agent and the Banks in such Collateral under the Bank Credit Facility. In that connection, it is understood and agreed that (i) neither the Collateral Agent, the Bank Agent or any of the Banks or the Trustees or any of the Holders makes any representation as to the value of the Collateral or any part thereof, or as to the security afforded by this Agreement or the Collateral Documents or as to the validity, execution, enforceability, legality or sufficiency of this Agreement or the Collateral Documents or of the Secured Obligations, and none of the Collateral Agent, the Bank Agent or the Banks or the Trustees or any of the Holders shall incur any liability or responsibility in respect of any such matters and (ii) none of them shall be required to ascertain or inquire as to the performance by the Company of any of the covenants or agreements contained herein or in any such documents.

Perfection of Security Interests. For The Borrower and its Subsidiaries shall have taken or caused to be taken such actions in such a manner so that the limited purpose of perfecting the Liens Agent has or maintains a valid and perfected first priority security interest in the all Collateral of the Bank Agent and the Banks, the Tranche A Trustee and the Tranche A Holders and the Tranche B Trustee and the Tranche B Holders, the Collateral Agent agrees that it will (a) in the case of Possessory Collateral, subject to Liens consented to by the provisions of this Section 3 and Section 4 hereof, take possession of and hold such Possessory Collateral as agent, as security for the Bank Agent, the Tranche A Trustee and the Tranche B Trustee and the respective holders of the Secured Obligations, and (b) in the case of Collateral consisting of cash, at the direction of the Bank Agent prior Required Lenders with respect to the Bank Credit Facility Payment Date and at the direction of the Trustees from and after such date (or from the date hereof until the effectiveness of a Bank Credit Facility), enter into such agreements as shall enable the Bank Agent or the Tranche A Trustee and the Tranche B Trustee to have "control" over such Collateral (within the meaning of the applicable provisions of the Uniform Commercial Code), but with such control on the part of the Tranche A Trustee and the Tranche B Trustee being subject and subordinate other Liens permitted by Section 8.01) encumbered or to the control and rights of the Bank Agent and the Banks in such Collateral be encumbered under the Bank Credit FacilityDocuments. In that connectionSuch actions shall include, it is understood and agreed that without limitation: (i) neither the Collateral delivery, to the extent not theretofore delivered, pursuant to the applicable Credit Documents by the Borrower and its Subsidiaries of such certificates (which certificates shall be registered in the name of the Agent or properly endorsed in blank for transfer or accompanied by irrevocable undated stock powers duly endorsed in blank, all in form and substance satisfactory to the Agent) representing all of the capital stock required to be pledged pursuant to the Credit Documents; (ii) the delivery, to the extent not theretofore delivered, pursuant to the applicable Credit Documents by the Borrower and its Subsidiaries of such promissory notes (which promissory notes shall be endorsed to the order of the Agent, all in form and substance satisfactory to the Bank Agent or any Agent) representing all of the Banks pledged debt required to be pledged pursuant to the Credit Documents; (iii) the delivery, to the extent not theretofore delivered, to the Agent of Uniform Commercial Code financing statements, or amendments thereto, executed by the Trustees or any of the Holders makes any representation Borrower and its Subsidiaries as to the value of Collateral granted by the Collateral Borrower and its Subsidiaries for all jurisdictions as may be necessary or any part thereof, or as desirable to perfect the Agent's security interest in such Collateral; and (iv) evidence reasonably satisfactory to the security afforded by Agent that all other filings (including, without limitation, filings with the United States Patent and Trademark Office), recordings and other actions the Agent deems necessary or advisable to establish, preserve and perfect the first priority Liens (subject to Liens permitted under this Agreement or consented to by the Collateral Documents or as Required Lenders with respect to such Collateral) granted to the validity, execution, enforceability, legality or sufficiency of this Agreement or Agent in personal and mixed property and the Collateral Documents or of the Secured Obligations, and none of the Collateral Agent, the Bank Agent or the Banks or the Trustees or any of the Holders Real Estate shall incur any liability or responsibility in respect of any such matters and (ii) none of them shall be required to ascertain or inquire as to the performance by the Company of any of the covenants or agreements contained herein or in any such documentshave been made.

Perfection of Security Interests. For The Administrative Agent and the limited purpose Lenders hereby appoint U.S. Bank, in its capacity as Trustee hereunder, as their agent for the purposes of perfecting the Liens perfection of a security interest in the Collateral of Debt Obligations. U.S. Bank, in its capacity as Trustee hereunder, hereby accepts such appointment and agrees to perform the Bank Agent express duties set forth in this Section 7.15 and the Banks, the Tranche A Trustee and the Tranche A Holders and the Tranche B Trustee and the Tranche B Holders, the Collateral Agent agrees that it will (a) in the case of Possessory Collateral, subject to the provisions hereof. (i) Each of the Administrative Agent and each other Secured Party further authorizes the Trustee to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Transaction Documents as are expressly delegated to the Trustee by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. In furtherance, and without limiting the generality of the foregoing, each Secured Party hereby appoints the Trustee as its agent to execute and deliver all further instruments and documents, and take all further action that the Administrative Agent deems necessary or desirable in order to perfect, protect or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including, without limitation, the execution by the Trustee as secured party/assignee of such financing or continuation statements, or amendments thereto or assignments thereof, relative to all or any of the Collateral Debt Obligations now existing or hereafter arising, and such other instruments or notices, as may be necessary or appropriate for the purposes stated hereinabove. Nothing in this Section 3 and Section 4 hereof, take possession 7.15(j) shall be deemed to relieve the Borrower of and hold such Possessory Collateral as agent, as security its obligation to protect the interest of the Trustee (for the Bank Agent, the Tranche A Trustee and the Tranche B Trustee and the respective holders benefit of the Secured Obligations, and (bParties) in the case Collateral, including to file financing and continuation statements in respect of the Collateral consisting of cashin accordance with this Agreement. (ii) With respect to other actions which are incidental to the actions specifically delegated to the Trustee hereunder, at the Trustee shall not be required to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in acting or refraining from acting) upon the direction of the Bank Agent prior Administrative Agent; provided that the Trustee shall not be required to the Bank Credit Facility Payment Date and take any action hereunder at the direction request of the Trustees from and after Administrative Agent, any Secured Parties or otherwise if the taking of such date action, in the reasonable determination of the Trustee, (x) shall be in violation of any Applicable Law or from contrary to any provisions of this Agreement or (y) shall expose the date hereof until the effectiveness of a Bank Credit Facility), enter into such agreements as shall enable the Bank Agent or the Tranche A Trustee and the Tranche B Trustee to have "control" over such Collateral liability hereunder or otherwise (within unless it has received indemnity which it reasonably deems to be satisfactory with respect thereto). In the meaning event the Trustee requests the consent of the applicable provisions of the Uniform Commercial Code), but with such control on the part of the Tranche A Trustee and the Tranche B Trustee being subject and subordinate to the control and rights of the Bank Administrative Agent and the Banks in Trustee does not receive a consent (either positive or negative) from the Administrative Agent with 10 Business Days of its receipt of such Collateral under request, then the Bank Credit Facility. In that connection, it is understood and agreed that Administrative Agent shall be deemed to have declined to consent to the relevant action. (iiii) neither the Collateral AgentExcept as expressly provided herein, the Bank Agent Trustee shall not be under any duty or obligation to take any affirmative action to exercise or enforce any power, right or remedy available to it under this Agreement or any of the Banks or the Trustees or any of the Holders makes any representation as Collateral Debt Obligation Documents (i) unless and until (and to the value of extent) expressly so directed by the Collateral or any part thereof, or as to the security afforded by this Agreement or the Collateral Documents or as to the validity, execution, enforceability, legality or sufficiency of this Agreement or the Collateral Documents or of the Secured Obligations, and none of the Collateral Agent, the Bank Administrative Agent or the Banks or the Trustees or any of the Holders shall incur any liability or responsibility in respect of any such matters and (ii) none of them shall be required to ascertain or inquire as prior to the performance occurrence of the Termination Date pursuant to clause (a) or (b) of the definition of “Termination Date,” the Servicer (and upon such occurrence, the Trustee shall act in accordance with the written instructions of the Administrative Agent pursuant to Section 7.15(j)(i)) . The Trustee shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction of any Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Trustee or the Administrative Agent. The Trustee shall not be deemed to have notice or knowledge of any matter hereunder, including an Event of Default or Amortization Event, unless a Responsible Officer of the Trustee has actual knowledge of such matter or written notice thereof is received by the Company of any of the covenants or agreements contained herein or in any such documentsTrustee.

Perfection of Security Interests. For The Administrative Agent and the limited purpose Lenders hereby appoint Xxxxx Fargo, in its capacity as Collateral Custodian hereunder, as their agent for the purposes of perfecting the Liens perfection of a security interest in the Collateral of Debt Obligations. Xxxxx Fargo, in its capacity as Collateral Custodian hereunder, hereby accepts such appointment and agrees to perform the Bank Agent express duties set forth in this Section 7.15 and the Banks, the Tranche A Trustee and the Tranche A Holders and the Tranche B Trustee and the Tranche B Holders, the Collateral Agent agrees that it will (a) in the case of Possessory Collateral, subject to the provisions hereof. (i) Each of the Administrative Agent and each other Secured Party further authorizes the Collateral Custodian to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Transaction Documents as are expressly delegated to the Collateral Custodian by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. In furtherance, and without limiting the generality of the foregoing, each Secured Party hereby appoints the Collateral Custodian as its agent to execute and deliver all further instruments and documents, and take all further action that the Administrative Agent deems necessary or desirable in order to perfect, protect or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including the execution by the Collateral Custodian, on behalf of the Administrative Agent, as secured party/assignee, of such financing or continuation statements, or amendments thereto or assignments thereof, relative to all or any of the Collateral Debt Obligations now existing or hereafter arising, and such other instruments or notices, as may be necessary or appropriate for the purposes stated hereinabove. Nothing in this Section 3 and Section 4 hereof, take possession 7.15(j) shall be deemed to relieve the Borrower of and hold such Possessory its obligation to protect the interest of the Collateral as agent, as security Custodian or the Administrative Agent (for the Bank Agent, the Tranche A Trustee and the Tranche B Trustee and the respective holders benefit of the Secured Obligations, and (bParties) in the case Collateral, including to file financing and continuation statements in respect of the Collateral consisting of cashin accordance with this Agreement. (ii) With respect to other actions which are incidental to the actions specifically delegated to the Collateral Custodian hereunder, at the Collateral Custodian shall not be required to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in acting or refraining from acting) upon the direction of the Bank Agent prior Administrative Agent; provided that the Collateral Custodian shall not be required to the Bank Credit Facility Payment Date and take any action hereunder at the direction request of the Trustees from and after Administrative Agent, any Secured Parties or otherwise if the taking of such date (or from action, in the date hereof until the effectiveness of a Bank Credit Facility), enter into such agreements as shall enable the Bank Agent or the Tranche A Trustee and the Tranche B Trustee to have "control" over such Collateral (within the meaning reasonable determination of the applicable Collateral Custodian, (x) shall be in violation of any Applicable Law or contrary to any provisions of this Agreement or (y) shall expose the Uniform Commercial CodeCollateral Custodian to liability hereunder or otherwise (unless it has received indemnity which it reasonably deems to be satisfactory with respect thereto), but with such control on . In the part event the Collateral Custodian requests the consent of the Tranche A Trustee and the Tranche B Trustee being subject and subordinate to the control and rights of the Bank Administrative Agent and the Banks in Collateral Custodian does not receive a consent (either positive or negative) from the Administrative Agent within 10 Business Days of its receipt of such Collateral under request, then the Bank Credit Facility. In that connectionAdministrative Agent shall be deemed to have declined to consent to the relevant action. (iii) Except as expressly provided herein, it is understood and agreed that (i) neither the Collateral AgentCustodian shall not be under any duty or obligation to take any affirmative action to exercise or enforce any power, the Bank Agent right or remedy available to it under this Agreement or any of the Banks Collateral Debt Obligation Documents (i) unless and until (and to the extent) expressly so directed by the Administrative Agent or (ii) prior to the occurrence of the Maturity Date, the Servicer (and upon such occurrence, the Collateral Custodian shall act in accordance with the written instructions of the Administrative Agent pursuant to Section 7.15(j)(i)). The Collateral Custodian shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction of any Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Collateral Custodian or the Trustees Administrative Agent. The Collateral Custodian shall not be deemed to have notice or knowledge of any matter hereunder, including an Event of the Holders makes any representation as to the value Default, unless a Responsible Officer of the Collateral Custodian has actual knowledge of such matter or any part thereof, or as to the security afforded written notice thereof is received by this Agreement or the Collateral Documents or as to the validity, execution, enforceability, legality or sufficiency of this Agreement or the Collateral Documents or of the Secured Obligations, and none of the Collateral Agent, the Bank Agent or the Banks or the Trustees or any of the Holders shall incur any liability or responsibility in respect of any such matters and (ii) none of them shall be required to ascertain or inquire as to the performance by the Company of any of the covenants or agreements contained herein or in any such documentsCustodian.

Perfection of Security Interests. For The Administrative Agent and the limited purpose Lenders hereby appoint U.S. Bank, in its capacity as Trustee hereunder, as their agent for the purposes of perfecting the Liens perfection of a security interest in the Collateral of Debt Obligations. U.S. Bank, in its capacity as Trustee hereunder, hereby accepts such appointment and agrees to perform the Bank Agent express duties set forth in this Section 7.15 and the Banks, the Tranche A Trustee and the Tranche A Holders and the Tranche B Trustee and the Tranche B Holders, the Collateral Agent agrees that it will (a) in the case of Possessory Collateral, subject to the provisions hereof. (i) Each of the Administrative Agent and each other Secured Party further authorizes the Trustee to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Transaction Documents as are expressly delegated to the Trustee by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. In furtherance, and without limiting the generality of the foregoing, each Secured Party hereby appoints the Trustee as its agent to execute and deliver all further instruments and documents, and take all further action that the Administrative Agent deems necessary or desirable in order to perfect, protect or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including, without limitation, the execution by the Trustee as secured party/assignee of such financing or continuation statements, or amendments thereto or assignments thereof, relative to all or any of the Collateral Debt Obligations now existing or hereafter arising, and such other instruments or notices, as may be necessary or appropriate for the purposes stated hereinabove. Nothing in this Section 3 and Section 4 hereof, take possession 7.15(j) shall be deemed to relieve the Borrower of and hold such Possessory Collateral as agent, as security its obligation to protect the interest of the Trustee (for the Bank Agent, the Tranche A Trustee and the Tranche B Trustee and the respective holders benefit of the Secured Obligations, and (bParties) in the case Collateral, including to file financing and continuation statements in respect of the Collateral consisting of cashin accordance with this Agreement. (ii) With respect to other actions which are incidental to the actions specifically delegated to the Trustee hereunder, at the Trustee shall not be required to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in acting or refraining from acting) upon the direction of the Bank Agent prior Administrative Agent; provided that the Trustee shall not be required to the Bank Credit Facility Payment Date and take any action hereunder at the direction request of the Trustees from and after Administrative Agent, any Secured Parties or otherwise if the taking of such date action, in the reasonable determination of the Trustee, (x) shall be in violation of any Applicable Law or from contrary to any provisions of this Agreement or (y) shall expose the date hereof until the effectiveness of a Bank Credit Facility), enter into such agreements as shall enable the Bank Agent or the Tranche A Trustee and the Tranche B Trustee to have "control" over such Collateral liability hereunder or otherwise (within unless it has received indemnity which it reasonably deems to be satisfactory with respect thereto). In the meaning event the Trustee requests the consent of the applicable provisions of the Uniform Commercial Code), but with such control on the part of the Tranche A Trustee and the Tranche B Trustee being subject and subordinate to the control and rights of the Bank Administrative Agent and the Banks in Trustee does not receive a consent (either positive or negative) from the Administrative Agent with 10 Business Days of its receipt of such Collateral under request, then the Bank Credit Facility. In that connection, it is understood and agreed that Administrative Agent shall be deemed to have declined to consent to the relevant action. (iiii) neither the Collateral AgentExcept as expressly provided herein, the Bank Agent Trustee shall not be under any duty or obligation to take any affirmative action to exercise or enforce any power, right or remedy available to it under this Agreement or any of the Banks or the Trustees or any of the Holders makes any representation as Collateral Debt Obligation Documents (i) unless and until (and to the value of extent) expressly so directed by the Collateral or any part thereof, or as to the security afforded by this Agreement or the Collateral Documents or as to the validity, execution, enforceability, legality or sufficiency of this Agreement or the Collateral Documents or of the Secured Obligations, and none of the Collateral Agent, the Bank Administrative Agent or the Banks or the Trustees or any of the Holders shall incur any liability or responsibility in respect of any such matters and (ii) none of them shall be required to ascertain or inquire as prior to the performance occurrence of the Maturity Date, the Servicer (and upon such occurrence, the Trustee shall act in accordance with the written instructions of the Administrative Agent pursuant to Section 7.15(j)(i)). The Trustee shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction of any Secured Party, to the extent that this Agreement provides such Secured Party the right to so direct the Trustee or the Administrative Agent. The Trustee shall not be deemed to have notice or knowledge of any matter hereunder, including an Event of Default or Servicer Termination Event, unless a Responsible Officer of the Trustee has actual knowledge of such matter or written notice thereof is received by the Company of any of the covenants or agreements contained herein or in any such documentsTrustee.

Perfection of Security Interests. For the limited purpose of perfecting the Liens Each Mortgage upon (i) recording in the Collateral proper recorders’ offices or appropriate public records, (ii) payment of mortgage recording fees and taxes in respect thereof and (iii) compliance with the formal requirements of state law applicable to the recording of real estate mortgages generally, will constitute perfected deed of trust or mortgage liens, as applicable, in favor of the Bank Agent and Collateral Trustee for the Banksbenefit of itself, the Tranche A Trustee and the Tranche A Holders holders of the New Notes, subject to Permitted Liens or liens and encumbrances expressly set forth as an exception to the Tranche B Trustee policies of title insurance, if any, obtained to insure the lien of each Mortgage with respect to the applicable right, title and the Tranche B Holders, the Collateral Agent agrees that it will (a) interest in the case of Possessory Collateralreal property described therein (in each case, subject to the provisions of this Section 3 and Section 4 hereof, take possession of and hold such Possessory Collateral as agent, as security for the Bank Agent, the Tranche A Trustee and the Tranche B Trustee and the respective holders of the Secured Obligations, and (b) in the case of Collateral consisting of cash, at the direction of the Bank Agent prior to the Bank Credit Facility Payment Date and at the direction of the Trustees from and after such date (or from the date hereof until the effectiveness of a Bank Credit FacilityEnforceability Limitations), enter into such agreements as shall enable the Bank Agent or the Tranche A Trustee and the Tranche B Trustee to have "control" over such Collateral (within the meaning of the applicable provisions of the Uniform Commercial Code), but with such control on the part of the Tranche A Trustee and the Tranche B Trustee being subject and subordinate to the control and rights of the Bank Agent and the Banks in such Collateral under the Bank Credit Facility. In that connection, it is understood and agreed that . (i) neither the Collateral Agent, the Bank Agent or any consummation of the Banks or Transactions contemplated hereby and in accordance with the Trustees or any of the Holders makes any representation as to the value of the Collateral or any part thereof, or as to the security afforded by this Agreement or the Collateral Documents or as to the validity, execution, enforceability, legality or sufficiency of this Agreement or the Collateral Documents or of the Secured Obligations, and none of the Collateral Agent, the Bank Agent or the Banks or the Trustees or any of the Holders shall incur any liability or responsibility in respect of any such matters terms hereof and (ii) none the filing of them shall appropriate Uniform Commercial Code (as in effect in the applicable state of jurisdiction, (“UCC”)) financing statements in U.S. jurisdictions as set forth on Annex I hereto, the Active 21652970 security interests of the Collateral Trustee for the benefit of the Trustee and the holders of the New Notes and the liens on the rights of the Company or the applicable Guarantor in such Collateral will be required valid and perfected security interests in all Collateral described in the Pledge Agreement that can be perfected by the filing of a UCC-1 financing statement under the UCC as in effect in any applicable jurisdiction, subject to ascertain or inquire as Permitted Liens (in each case, subject to the performance Enforceability Limitations). With respect to certificated equity interests constituting Collateral under the Pledge Agreement, upon the taking of control by the Company of any First Lien Agent, as the Priority Lien Agent (as defined in the Intercreditor Agreement), as gratuitous bailee and/or gratuitous agent on behalf of the covenants Collateral Trustee and the holders of the New Notes in accordance with the Intercreditor Agreement, and such equity interests’ either being registered in the name of the First Lien Agent or agreements contained herein indorsed in blank by an effective indorsement or accompanied by undated stock powers with respect thereto duly indorsed in any blank by an effective indorsement and the acknowledgement by the First Lien Agent that it is holding such documentsCollateral on behalf of the Collateral Trustee and the holders of the New Notes, the Liens on such Collateral created by the Pledge Agreement shall constitute perfected Liens on and security interests in such Collateral to the extent such security interests can be perfected by control and to the extent such matter is governed by the laws of the United States or a jurisdiction thereof, subject to Permitted Liens (in each case, subject to the Enforceability Limitations).

Perfection of Security Interests. For The Borrower and its Subsidiaries shall have taken or caused to be taken such actions in such a manner so that the limited purpose of perfecting the Liens Agent has or maintains a valid and perfected first priority security interest in the all Collateral of the Bank Agent and the Banks, the Tranche A Trustee and the Tranche A Holders and the Tranche B Trustee and the Tranche B Holders, the Collateral Agent agrees that it will (a) in the case of Possessory Collateral, subject to Liens consented to by the provisions of this Section 3 and Section 4 hereof, take possession of and hold such Possessory Collateral as agent, as security for the Bank Agent, the Tranche A Trustee and the Tranche B Trustee and the respective holders of the Secured Obligations, and (b) in the case of Collateral consisting of cash, at the direction of the Bank Agent prior Required Banks with respect to the Bank Credit Facility Payment Date and at the direction of the Trustees from and after such date (or from the date hereof until the effectiveness of a Bank Credit Facility), enter into such agreements as shall enable the Bank Agent or the Tranche A Trustee and the Tranche B Trustee to have "control" over such Collateral (within the meaning of the applicable provisions of the Uniform Commercial Code), but with such control on the part of the Tranche A Trustee and the Tranche B Trustee being subject and subordinate other Liens permitted by Section 8.01) encumbered or to the control and rights of the Bank Agent and the Banks in such Collateral be encumbered under the Bank Credit FacilityDocuments. In that connectionSuch actions shall include, it is understood and agreed that without limitation: (i) neither the Collateral delivery, to the extent not theretofore delivered, pursuant to the applicable Credit Documents by the Borrower and its Subsidiaries of such certificates (which certificates shall be registered in the name of the Agent or properly endorsed in blank for transfer or accompanied by irrevocable undated stock powers duly endorsed in blank, all in form and substance satisfactory to the Agent) representing all of the capital stock required to be pledged pursuant to the Credit Documents; (ii) the delivery, to the extent not theretofore delivered, pursuant to the applicable Credit Documents by the Borrower and its Subsidiaries of such promissory notes (which promissory notes shall be endorsed to the order of the Agent, all in form and substance satisfactory to the Bank Agent or any Agent) representing all of the Banks pledged debt required to be pledged pursuant to the Credit Documents; (iii) the delivery, to the extent not theretofore delivered, to the Agent of Uniform Commercial Code financing statements, or amendments thereto, executed by the Trustees or any of the Holders makes any representation Borrower and its Subsidiaries as to the value of Collateral granted by the Collateral Borrower and its Subsidiaries for all jurisdictions as may be necessary or any part thereof, or as desirable to perfect the Agent's security interest in such Collateral; and (iv) evidence reasonably satisfactory to the security afforded by Agent that all other filings (including, without limitation, filings with the United States Patent and Trademark Office), recordings and other actions the Agent deems necessary or advisable to establish, preserve and perfect the first priority Liens (subject to Liens permitted under this Agreement or consented to by the Collateral Documents or as Required Banks with respect to such Collateral) granted to the validity, execution, enforceability, legality or sufficiency of this Agreement or the Collateral Documents or of the Secured Obligations, Agent in personal and none of the Collateral Agent, the Bank Agent or the Banks or the Trustees or any of the Holders mixed property shall incur any liability or responsibility in respect of any such matters and (ii) none of them shall be required to ascertain or inquire as to the performance by the Company of any of the covenants or agreements contained herein or in any such documentshave been made.

Perfection of Security Interests. For (a) At any time and from time to time, upon the limited purpose reasonable request of perfecting the Administrative Agent and at the sole expense of the Credit Parties, each Credit Party shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as the Administrative Agent may deem desirable to obtain the full benefits of any security interest granted or purported to be granted by such Credit Party hereunder and of the rights and powers herein granted, including (i) upon the reasonable request of the Administrative Agent, using its commercially reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Administrative Agent of any License or Contract held by such Credit Party and to enforce the security interests granted hereunder, (ii) unless Administrative Agent shall otherwise consent in writing (which consent may be revoked), delivering to Administrative Agent all Collateral consisting of negotiable Documents and certificated securities (in each case, accompanied by stock powers, allonges or other instruments of transfer executed in blank) promptly after such Credit Party receives the same, (iii) delivering any requested Chattel Paper or Instrument to Administrative Agent (in each case accompanied by instruments of transfer executed in blank), (iv) obtaining or using commercially reasonable efforts to obtain, (A) waivers or subordinations of Liens from landlords at locations required by Section 5.8 of this Agreement and (B) signed acknowledgements of Administrative Agent's Liens from bailees at locations required by Section 5.8 of this Agreement having possession of any Credit Party's Goods that they hold for the benefit of Secured Parties, (v) to the extent required by this Agreement and not waived by Administrative Agent in writing (which waiver may be revoked) obtaining authenticated Control Letters from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities, in each case constituting Collateral, to or for any Credit Party; provided, that the Administrative Agent shall not deliver a notice that it is exercising exclusive control over any financial assets or commodities to any such issuer, securities intermediary or commodities intermediary unless an Event of Default has occurred and is continuing, (vi) in accordance with and to the extent required by Annex C to this Agreement, obtaining a blocked account or similar agreement with each bank or financial institution holding a Deposit Account for such Credit Party; provided, that the Administrative Agent shall not deliver a notice that it is exercising exclusive control over any Deposit Account to any such bank or financial institution unless an Event of Default has occurred and is continuing, (vii) for each Credit Party that is or becomes the beneficiary of a letter of credit with a face amount in excess of $1,000,000, promptly, and in any event within two (2) Business Days after becoming a beneficiary, notifying Administrative Agent thereof and thereafter, unless the related Letter-of-Credit Rights constitute a Supporting Obligation for which Administrative Agent's security interest is perfected, using its commercially reasonable efforts to cause the issuer and/or confirmation bank with respect to such Letter-of-Credit Rights to enter into a tri-party agreement with Administrative Agent assigning such Letter-of-Credit Rights to Administrative Agent and directing all payments thereunder to a Blocked Account, all in form and substance reasonably satisfactory to Administrative Agent, (viii) taking all steps necessary to grant the Administrative Agent control of all electronic chattel paper in accordance with the Code and all "transferable records" as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act, (ix) promptly, and in any event within five (5) Business Days after the same is acquired by it, notifying the Administrative Agent of any commercial tort claim (as defined in the Code) involving a claim of more than $1,000,000 acquired by it and if requested by the Administrative Agent, entering into a supplement to this Agreement, granting to Administrative Agent a Lien in such commercial tort claim, (x) maintaining complete and accurate stock records, (xi) except as otherwise provided in clause (vii) hereof, delivering to the Administrative Agent all documents, certificates and Instruments necessary or desirable to perfect the Administrative Agent's Lien on letters of credit on which such Credit Party is named as beneficiary and all acceptances issued in connection therewith and (xii) taking such other steps as are deemed necessary or desirable to maintain the Administrative Agent's security interest in the Collateral. (b) Each Credit Party hereby irrevocably authorizes the Administrative Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Credit Party or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Bank Agent Code in such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the BanksCode for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Credit Party is an organization, the Tranche A Trustee type of organization and the Tranche A Holders any organization identification number issued to such Credit Party, and the Tranche B Trustee and the Tranche B Holders, the Collateral Agent agrees that it will (aii) in the case of Possessory Collaterala financing statement filed as a fixture filing, subject a sufficient description of real property to which the Collateral relates. Each Credit Party agrees to furnish any such information to the provisions of this Section 3 and Section 4 hereof, take possession of and hold such Possessory Collateral as agent, as security Administrative Agent promptly upon request. Each Credit Party also ratifies its authorization for the Bank Agent, Administrative Agent to have filed in any Uniform Commercial Code jurisdiction any initial financing statements or amendments thereto if filed prior to the Tranche A Trustee and the Tranche B Trustee and the respective holders of the Secured Obligations, date hereof. (c) Notwithstanding subsections (a) and (b) in the case of Collateral consisting of cashthis Section 10.2, at the direction of the Bank Agent prior to the Bank Credit Facility Payment Date and at the direction of the Trustees from and after such date (or from the date hereof until the effectiveness of a Bank Credit Facility), enter into such agreements as shall enable the Bank Agent or the Tranche A Trustee and the Tranche B Trustee to have "control" over such Collateral (within the meaning of the applicable provisions of the Uniform Commercial Code), but with such control any failure on the part of any Credit Party or the Tranche A Trustee and the Tranche B Trustee being subject and subordinate Administrative Agent to the control and rights of the Bank Agent and the Banks in such Collateral under the Bank Credit Facility. In that connection, it is understood and agreed that (i) neither the Collateral Agent, the Bank Agent or take any of the Banks actions set forth in such subsections, the Liens and security interests granted herein shall be deemed valid, enforceable and perfected by entry of the Interim Order and the Final Order, as applicable. No financing statement, notice of lien, mortgage, deed of trust or similar instrument in any jurisdiction or filing office need be filed or any other action taken in order to validate and perfect the Liens and security interests granted by or pursuant to this Agreement, the Interim Order or the Trustees or any of the Holders makes any representation as to the value of the Collateral or any part thereof, or as to the security afforded by this Agreement or the Collateral Documents or as to the validity, execution, enforceability, legality or sufficiency of this Agreement or the Collateral Documents or of the Secured Obligations, and none of the Collateral Agent, the Bank Agent or the Banks or the Trustees or any of the Holders shall incur any liability or responsibility in respect of any such matters and (ii) none of them shall be required to ascertain or inquire as to the performance by the Company of any of the covenants or agreements contained herein or in any such documentsFinal Order.

Perfection of Security Interests. For (a) Prior to the limited purpose initial Advance under the Credit Agreement, and thereafter upon each acquisition of perfecting the Liens any Pledged Shares and each investment or reinvestment of funds deposited in the Collateral Account pursuant to Section 7 of the Bank Agent and the Banksthis Pledge Agreement, the Tranche A Trustee and the Tranche A Holders and the Tranche B Trustee and the Tranche B Holders, the Collateral Agent agrees that it will Borrower shall (ai) in the case of Possessory Collateral, subject deliver or cause to the provisions of this Section 3 and Section 4 hereof, take possession of and hold such Possessory Collateral as agent, as security for the Bank Agent, the Tranche A Trustee and the Tranche B Trustee and the respective holders of the Secured Obligations, and (b) in the case of Collateral consisting of cash, at the direction of the Bank Agent prior be delivered to the Bank Credit Facility Payment Date all previously undelivered certificates and at the direction of the Trustees from and after such date (or from the date hereof until the effectiveness of a Bank Credit Facility), enter into such agreements as shall enable the Bank Agent or the Tranche A Trustee and the Tranche B Trustee to instruments evidencing Pledged Shares other than Pledged Shares which have "control" over such Collateral (within the meaning of the applicable provisions of the Uniform Commercial Code), but with such control on the part of the Tranche A Trustee and the Tranche B Trustee being subject and subordinate to the control and rights of the Bank Agent and the Banks been deposited in such Collateral under the Bank Credit Facility. In that connection, it is understood and agreed that (i) neither the Collateral Agent, the Bank Agent or any of the Banks or the Trustees or any of the Holders makes any representation as to the value of the Collateral or any part thereof, or as to the security afforded by this Agreement or the Collateral Documents or as to the validity, execution, enforceability, legality or sufficiency of this Agreement or the Collateral Documents or of the Secured Obligations, and none of the Collateral Agent, the Bank Agent or the Banks or the Trustees or any of the Holders shall incur any liability or responsibility in respect of any such matters an Approved Depositary and (ii) none of them give all notices and take such other action as may be necessary to perfect the Bank's security interest in any Pledged Shares which have been deposited with an Approved Depositary. (b) All Pledged Shares other than Pledged Shares which have been deposited with an Approved Depositary shall be required to ascertain or inquire as delivered to the performance Bank in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, and accompanied in each case by any required transfer tax stamps, all in form and substance reasonably satisfactory to the Bank. (c) The Borrower shall cause each Approved Depositary to make appropriate entries to the Bank's account on the books of such Approved Depositary to reflect the transfer of all Pledged Shares which have been deposited with such Approved Depositary to the Bank and to deliver to the Bank a written confirmation of the book-entry transfer of such Pledged Shares into such account, to be held as Collateral under this Pledge Agreement. (d) Promptly following the Borrower's acquisition of any Pledged Security which constitutes an "uncertificated security" as defined in the UCC, the Borrower and the Bank will effect such modifications to this Pledge Agreement as the Bank in its discretion deems necessary or appropriate to ensure that the security interests with respect to such portion of the Collateral are protected to substantially the same extent as provided for herein with respect to other Pledged Shares and the Borrower shall provide evidence satisfactory to the Bank of compliance by the Company Borrower with Section 5 hereof with respect to such portion of the Collateral. (e) The Borrower shall notify NL Industries of the security interest created hereby on the initial Pledged Shares and shall cause NL Industries, within ten Business Days of the date of this Pledge Agreement, to send written notice to the Bank acknowledging such security interest and expressly agreeing to remit any and all dividends and distributions on account of the Pledged Shares issued by NL Industries (other than cash dividends) remitted after the date of this Pledge Agreement directly to the Bank at the Bank's address set forth in Section 7.02 of the Credit Agreement, and, upon receipt by NL Industries of any notice from the Bank that a Default has occurred and is continuing under the Credit Agreement, to remit all cash dividends and any and all other distributions on account of the covenants or agreements contained herein or in Pledged Shares issued by NL Industries directly to the Bank at the same address (and upon the Bank's receipt of any such documentscash dividends the Bank will deposit such funds into the Collateral Account.

Perfection of Security Interests. For (a) At any time and from time to time, upon the limited purpose reasonable request of perfecting the Administrative Agent and at the sole expense of the Credit Parties, each Credit Party shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as the Administrative Agent may deem desirable to obtain the full benefits of any security interest granted or purported to be granted by such Credit Party hereunder and of the rights and powers herein granted, including (i) upon the reasonable request of the Administrative Agent, using its commercially reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Administrative Agent of any License or Contract held by such Credit Party and to enforce the security interests granted hereunder, (ii) unless Administrative Agent shall otherwise consent in writing (which consent may be revoked), delivering to Administrative Agent all Collateral consisting of negotiable Documents and certificated securities (in each case, accompanied by stock powers, allonges or other instruments of transfer executed in blank) promptly after such Credit Party receives the same, (iii) delivering any requested Chattel Paper or Instrument to Administrative Agent (in each case accompanied by instruments of transfer executed in blank), (iv) obtaining or using commercially reasonable efforts to obtain, (A) waivers or subordinations of Liens from landlords at locations required by Section 5.8 of this Agreement and (B) signed acknowledgements of Administrative Agent’s Liens from bailees at locations required by Section 5.8 of this Agreement having possession of any Credit Party’s Goods that they hold for the benefit of Secured Parties, (v) to the extent required by this Agreement and not waived by Administrative Agent in writing (which waiver may be revoked) obtaining authenticated Control Letters from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities, in each case constituting Collateral, to or for any Credit Party; provided, that the Administrative Agent shall not deliver a notice that it is exercising exclusive control over any financial assets or commodities to any such issuer, securities intermediary or commodities intermediary unless an Event of Default has occurred and is continuing, (vi) in accordance with and to the extent required by Annex C to this Agreement, obtaining a blocked account or similar agreement with each bank or financial institution holding a Deposit Account for such Credit Party; provided, that the Administrative Agent shall not deliver a notice that it is exercising exclusive control over any Deposit Account to any such bank or financial institution unless an Event of Default has occurred and is continuing, (vii) for each Credit Party that is or becomes the beneficiary of a letter of credit with a face amount in excess of $1,000,000, promptly, and in any event within two (2) Business Days after becoming a beneficiary, notifying Administrative Agent thereof and thereafter, unless the related Letter-of-Credit Rights constitute a Supporting Obligation for which Administrative Agent’s security interest is perfected, using its commercially reasonable efforts to cause the issuer and/or confirmation bank with respect to such Letter-of-Credit Rights to enter into a tri-party agreement with Administrative Agent assigning such Letter-of-Credit Rights to Administrative Agent and directing all payments thereunder to a Blocked Account, all in form and substance reasonably satisfactory to Administrative Agent, (viii) taking all steps necessary to grant the Administrative Agent control of all electronic chattel paper in accordance with the Code and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act, (ix) promptly, and in any event within five (5) Business Days after the same is acquired by it, notifying the Administrative Agent of any commercial tort claim (as defined in the Code) involving a claim of more than $1,000,000 acquired by it and if requested by the Administrative Agent, entering into a supplement to this Agreement, granting to Administrative Agent a Lien in such commercial tort claim, (x) maintaining complete and accurate stock records, (xi) except as otherwise provided in clause (vii) hereof, delivering to the Administrative Agent all documents, certificates and Instruments necessary or desirable to perfect the Administrative Agent’s Lien on letters of credit on which such Credit Party is named as beneficiary and all acceptances issued in connection therewith and (xii) taking such other steps as are deemed necessary or desirable to maintain the Administrative Agent’s security interest in the Collateral. (b) Each Credit Party hereby irrevocably authorizes the Administrative Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Credit Party or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Bank Agent Code in such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the BanksCode for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Credit Party is an organization, the Tranche A Trustee type of organization and the Tranche A Holders any organization identification number issued to such Credit Party, and the Tranche B Trustee and the Tranche B Holders, the Collateral Agent agrees that it will (aii) in the case of Possessory Collaterala financing statement filed as a fixture filing, subject a sufficient description of real property to which the Collateral relates. Each Credit Party agrees to furnish any such information to the provisions of this Section 3 and Section 4 hereof, take possession of and hold such Possessory Collateral as agent, as security Administrative Agent promptly upon request. Each Credit Party also ratifies its authorization for the Bank Agent, Administrative Agent to have filed in any Uniform Commercial Code jurisdiction any initial financing statements or amendments thereto if filed prior to the Tranche A Trustee and the Tranche B Trustee and the respective holders of the Secured Obligations, date hereof. (c) Notwithstanding subsections (a) and (b) in the case of Collateral consisting of cashthis Section 10.2, at the direction of the Bank Agent prior to the Bank Credit Facility Payment Date and at the direction of the Trustees from and after such date (or from the date hereof until the effectiveness of a Bank Credit Facility), enter into such agreements as shall enable the Bank Agent or the Tranche A Trustee and the Tranche B Trustee to have "control" over such Collateral (within the meaning of the applicable provisions of the Uniform Commercial Code), but with such control any failure on the part of any Credit Party or the Tranche A Trustee and the Tranche B Trustee being subject and subordinate Administrative Agent to the control and rights of the Bank Agent and the Banks in such Collateral under the Bank Credit Facility. In that connection, it is understood and agreed that (i) neither the Collateral Agent, the Bank Agent or take any of the Banks actions set forth in such subsections, the Liens and security interests granted herein shall be deemed valid, enforceable and perfected by entry of the Final Order. No financing statement, notice of lien, mortgage, deed of trust or the Trustees similar instrument in any jurisdiction or filing office need be filed or any of other action taken in order to validate and perfect the Holders makes any representation as Liens and security interests granted by or pursuant to the value of the Collateral or any part thereof, or as to the security afforded by this Agreement or the Collateral Documents or as to the validity, execution, enforceability, legality or sufficiency of this Agreement or the Collateral Documents or of the Secured Obligations, and none of the Collateral Agent, the Bank Agent or the Banks or the Trustees or any of the Holders shall incur any liability or responsibility in respect of any such matters and (ii) none of them shall be required to ascertain or inquire as to the performance by the Company of any of the covenants or agreements contained herein or in any such documentsFinal Order.

Perfection of Security Interests. For the limited purpose of perfecting the Liens in the Collateral of the Bank Agent and the Banks, the Tranche A Trustee and the Tranche A Holders and the Tranche B Trustee and the Tranche B Holders, (a) All Pledged Securities shall be delivered to the Collateral Agent agrees that it will (a) in by the case of Possessory Collateral, subject Borrower pursuant hereto indorsed to the provisions of this Section 3 and Section 4 hereof, take possession of and hold such Possessory Collateral as agent, as security for the Bank Agent, the Tranche A Trustee and the Tranche B Trustee and the respective holders of the Secured Obligations, and (b) in the case of Collateral consisting of cash, at the direction of the Bank Agent prior to the Bank Credit Facility Payment Date and at the direction of the Trustees from and after such date (or from the date hereof until the effectiveness of a Bank Credit Facility), enter into such agreements as shall enable the Bank Agent or the Tranche A Trustee and the Tranche B Trustee to have "control" over such Collateral (within the meaning of the applicable provisions of the Uniform Commercial Code), but with such control on the part of the Tranche A Trustee and the Tranche B Trustee being subject and subordinate to the control and rights of the Bank Agent and the Banks in such Collateral under the Bank Credit Facility. In that connection, it is understood and agreed that (i) neither the Collateral Agent, the Bank Agent or any of the Banks or the Trustees or any of the Holders makes any representation as to the value of the Collateral or any part thereof, or as to the security afforded by this Agreement or the Collateral Documents or as to the validity, execution, enforceability, legality or sufficiency of this Agreement or the Collateral Documents or of the Secured Obligations, and none order of the Collateral Agent, and accompanied by any required transfer tax stamps, all in form and substance satisfactory to the Bank Collateral Agent. (b) There is hereby established with the Collateral Agent or a cash collateral account (the Banks or "Collateral Account") in the Trustees or any name and under the control of the Holders Collateral Agent into which there shall incur be deposited from time to time the cash proceeds of the Collateral required to be delivered to the Collateral Agent pursuant to any liability provision of this Agreement. Any income received by the Collateral Agent with respect to the balance from time to time standing to the credit of the Collateral Account, including any interest or responsibility capital gains on Liquid Investments, shall remain, or be deposited, in respect the Collateral Account. All right, title and interest in and to the cash amounts on deposit from time to time in the Collateral Account together with any Liquid Investments from time to time made pursuant to subsection (d) of this Section shall vest in the Collateral Agent, shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. (c) Upon the occurrence and continuation of an Event of Default, the Collateral Agent shall, if so instructed by the Required Secured Parties, apply or cause to be applied (subject to collection) any or all of the balance from time to time standing to the credit of the Collateral Account in the manner specified in Section 13. (d) Amounts on deposit in the Collateral Account shall be invested and re-invested from time to time in such Liquid Investments as the Borrower shall determine, which Liquid Investments shall be held in the name and be under the control of the Collateral Agent, provided that, if an Event of Default has occurred and is continuing, the Collateral Agent shall, if instructed by the Required Secured Parties, liquidate any such matters Liquid Investments and (ii) none of them shall apply or cause to be required to ascertain or inquire as applied the proceeds thereof to the performance by the Company of any payment of the covenants or agreements contained herein or Secured Obligations in any such documentsthe manner specified in Section 13.

Perfection of Security Interests. For (a) Each Grantor shall, at its expense, promptly and duly execute and deliver, and have recorded, such agreements, instruments and documents and perform any and all actions requested by the limited purpose of perfecting Administrative Agent at any time and from time to time to perfect, maintain, protect, and enforce the Liens Lenders' security interest in the Collateral of such Grantor, including, without limitation, (i) filing financing or continuation statements, and amendments thereof, in form and substance satisfactory to the Bank Agent and the BanksAdministrative Agent, the Tranche A Trustee and the Tranche A Holders and the Tranche B Trustee and the Tranche B Holders, the Collateral Agent agrees that it will (aii) in the case of Possessory Collateralany Investment Property, subject Cash Collateral Accounts, Blocked Accounts, Control Accounts, Lockbox Accounts and other Deposit Accounts, taking any actions required by the Administrative Agent to the provisions of this Section 3 and Section 4 hereof, take possession of and hold such Possessory Collateral as agent, as security for the Bank Agent, the Tranche A Trustee and the Tranche B Trustee and the respective holders of the Secured Obligations, and (b) in the case of Collateral consisting of cash, at the direction of the Bank Agent prior to the Bank Credit Facility Payment Date and at the direction of the Trustees from and after such date (or from the date hereof until the effectiveness of a Bank Credit Facility), enter into such agreements as shall enable the Bank Administrative Agent or the Tranche A Trustee and the Tranche B Trustee to have obtain "control" over such Collateral (within the meaning of the applicable provisions UCC with respect thereto, including without limitation, executing and delivering Blocked Account Letters, Control Account Letters and Lockbox Account Agreements, (iii) executing and delivering such documents, agreements and instruments as may be required by the Administrative Agent to further evidence and perfect its security interests in all Intellectual Property, (iv) maintaining complete and accurate stock records, (v) using its best efforts in delivering to the Administrative Agent negotiable warehouse receipts, if any, and, upon the Administrative Agent's request therefor, non-negotiable warehouse receipts covering any portion of the Uniform Commercial Code)Collateral located in warehouses and for which warehouse receipts are issued, (vi) placing notations on such Grantor's certificates of title or books of account to disclose the Administrative Agent's security interest therein, (vii) delivering to the Administrative Agent all documents, certificates and Instruments necessary or desirable to perfect the Administrative Agent's Lien in letters of credit on which such Grantor is named as beneficiary and all acceptances issued in connection therewith, (viii) after the occurrence and during the continuation of an Event of Default, transferring Inventory maintained in warehouses to other warehouses designated by the Administrative Agent and (ix) taking such other steps as are deemed necessary or desirable to maintain the Administrative Agent's security interest in the Collateral. (b) Each Grantor hereby authorizes the Administrative Agent at any time and from time to time to file financing statements or continuation statements and amendments thereto and other filing or recording documents or instruments with respect to the Collateral without the signature of such Grantor in such form and in such offices as the Administrative Agent determines appropriate to perfect the security interests of the Administrative Agent under this Agreement. Each Grantor shall pay the costs of, or incidental to, any recording or filing of any financing statements concerning the Collateral. Each Grantor agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or such Grantor's agents or processors, such Grantor shall notify such warehouseman, bailee, agents or processors of the Administrative Agent's security interest, which notification shall specify that such Person shall hold all such Collateral for the benefit of the Administrative Agent and, upon the occurrence and during the continuance of an Event of Default, subject to the Administrative Agent's instructions. From time to time, each Grantor shall, upon the Administrative Agent's request, execute and deliver written instruments pledging to the Administrative Agent the Collateral described in any such instruments or otherwise, but with the failure of such control Grantor to execute and deliver such confirmatory instruments shall not affect or limit the Administrative Agent's security interest or other rights in and to the Collateral. Until all Obligations have been fully satisfied (other than contingent or indemnification obligations) and the Revolving Credit Commitments shall have been terminated, the Administrative Agent's security interest in the Collateral, and all Proceeds and products thereof, shall continue in full force and effect. (c) Notwithstanding subsections (a) and (b) of this Section 11.2, or any failure on the part of any Grantor or the Tranche A Trustee and the Tranche B Trustee being subject and subordinate Administrative Agent to the control and rights of the Bank Agent and the Banks in such Collateral under the Bank Credit Facility. In that connection, it is understood and agreed that (i) neither the Collateral Agent, the Bank Agent or take any of the Banks actions set forth in such subsections, the Liens and security interests granted herein shall be deemed valid, enforceable and perfected by entry of the Order. No financing statement, notice of lien, mortgage, deed of trust or the Trustees similar instrument in any jurisdiction or filing office need be filed or any of other action taken in order to validate and perfect the Holders makes any representation as Liens and security interests granted by or pursuant to the value of the Collateral or any part thereof, or as to the security afforded by this Agreement or the Collateral Documents or as to the validity, execution, enforceability, legality or sufficiency of this Agreement or the Collateral Documents or of the Secured Obligations, and none of the Collateral Agent, the Bank Agent or the Banks or the Trustees or any of the Holders shall incur any liability or responsibility in respect of any such matters and (ii) none of them shall be required to ascertain or inquire as to the performance by the Company of any of the covenants or agreements contained herein or in any such documentsOrder.

Perfection of Security Interests. For (a) Each Grantor shall, at its expense, perform any and all steps reasonably requested by the limited purpose of perfecting Lender at any time to perfect, maintain, protect, and enforce the Liens Lender’s security interest in the Collateral of such Grantor, including (i) executing and filing financing, in lieu or continuation statements, and amendments thereof, in form and substance satisfactory to the Bank Agent Lender, (ii) maintaining complete and accurate stock records, (iii) using its best efforts in delivering to the BanksLender negotiable warehouse receipts, if any, and, upon the Tranche A Trustee and the Tranche A Holders and the Tranche B Trustee and the Tranche B HoldersLender’s request therefor, non-negotiable warehouse receipts covering any portion of the Collateral Agent agrees that it will located in warehouses and for which warehouse receipts are issued, (aiv) placing notations on such Grantor’s books of account to disclose the Lender’s security interest therein, (v) delivering to the Lender all documents, certificates and Instruments necessary or desirable to perfect the Lender’s Lien in letters of credit on which such Grantor is named as beneficiary and all acceptances issued in connection therewith, (vi) after the occurrence and during the continuation of an Event of Default, transferring Inventory maintained in warehouses to other warehouses designated by the Lender and (vii) taking such other steps as are deemed necessary or desirable to maintain the Lender’s security interest in the case of Possessory Collateral, subject including title insurance policies, current as built surveys, zoning letters and certificates of occupancy, as shall be requested by the Lender, in each case satisfactory to the provisions of this Section 3 and Section 4 hereofLender, take possession of and hold such Possessory Collateral as agent, as security for the Bank Agent, the Tranche A Trustee and the Tranche B Trustee and the respective holders of the Secured Obligations, and in its sole discretion. (b) Each Grantor hereby authorizes the Lender to execute and file financing, in lieu or continuation statements or other relevant filings and recordings on such Grantor’s behalf covering the case of Collateral consisting of cash, at Collateral. The Lender may file one or more financing or continuation statements or other relevant filings and recordings disclosing the direction of the Bank Agent prior to the Bank Credit Facility Payment Date and at the direction of the Trustees from and after such date (or from the date hereof until the effectiveness of a Bank Credit Facility), enter into such agreements as shall enable the Bank Agent or the Tranche A Trustee and the Tranche B Trustee to have "control" over such Collateral (within the meaning of the applicable provisions of the Uniform Commercial Code), but with such control on the part of the Tranche A Trustee and the Tranche B Trustee being subject and subordinate to the control and rights of the Bank Agent and the Banks in such Collateral Lender’s security interest under the Bank Credit Facility. In that connection, it is understood and agreed that (i) neither the Collateral Agent, the Bank Agent or any of the Banks or the Trustees or any of the Holders makes any representation as to the value of the Collateral or any part thereof, or as to the security afforded by this Agreement or the Collateral other Loan Documents without the signature of such Grantor appearing thereon. Each Grantor shall pay the costs of, or as to incidental to, any recording or filing of any financing or continuation statements or other relevant filings and recordings concerning the validityCollateral. Each Grantor agrees that a carbon, executionphotographic, enforceabilityphotostatic, legality or sufficiency other reproduction of this Agreement or the Collateral other Loan Documents or of a financing or continuation statement is sufficient as such filing or recording. If any Collateral is at any time in the Secured Obligationspossession or control of any warehouseman, and none bailee or such Grantor’s agents or processors, such Grantor shall notify such warehouseman, bailee, agents or processors of the Lender’s security interest, which notification shall specify that such Person shall, upon the occurrence and during the continuance of an Event of Default and hold all such Collateral Agent, for the Bank Agent or the Banks or the Trustees or any of the Holders shall incur any liability or responsibility in respect of any such matters and (ii) none of them shall be required to ascertain or inquire as Lender’s account subject to the performance by Lender’s instructions. From time to time, each Grantor shall, upon the Company of any of Lender’s request, execute and deliver written instruments pledging to the covenants or agreements contained herein or Lender the Collateral described in any such documentsinstruments or otherwise, but the failure of such Grantor to execute and deliver such confirmatory instruments shall not affect or limit the Lender’s security interest or other rights in and to the Collateral. Until all Obligations have been fully satisfied and the Revolving Credit Commitments shall have been terminated, the Lender’s security interest in the Collateral and all Proceeds and products thereof shall continue in full force and effect.

Perfection of Security Interests. For (a) At any time and from time to time, upon the limited purpose reasonable request of perfecting the Liens Administrative Agent and at the sole expense of the Borrowers, the Borrowers shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as the Administrative Agent may deem desirable to obtain the full benefits of any security interest granted or purported to be granted by such Borrower hereunder and of the rights and powers herein granted, including (i) upon the reasonable request of the Administrative Agent, using its commercially reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Administrative Agent of any License or Contract held by such Borrower and to enforce the security interests granted hereunder, (ii) unless Administrative Agent shall otherwise consent in writing (which consent may be revoked), delivering to Administrative Agent all Collateral consisting of negotiable Documents and certificated securities (in each case, accompanied by stock powers, allonges or other instruments of transfer executed in blank) promptly after such Borrower receives the same, (iii) delivering any requested Chattel Paper or Instrument to Administrative Agent (in each case accompanied by instruments of transfer executed in blank), (iv) to the extent required by this Agreement and not waived by Administrative Agent in writing (which waiver may be revoked) obtaining authenticated Control Agreements from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities, in each case constituting Collateral, to or for any Borrower; provided, that the Administrative Agent shall not deliver a notice that it is exercising exclusive control over any financial assets or commodities to any such issuer, securities intermediary or commodities intermediary unless an Event of Default has occurred and is continuing, (v) in accordance with and to the extent required by Annex B to this Agreement, obtaining a blocked account or similar agreement with each bank or financial institution holding a Deposit Account for such Borrower; provided, that the Administrative Agent shall not deliver a notice that it is exercising exclusive control over any Deposit Account to any such bank or financial institution unless an Event of Default has occurred and is continuing, (vi) for each Borrower that is or becomes the beneficiary of a letter of credit with a face amount in excess of $1,000,000 promptly, and in any event within two (2) Business Days after becoming a beneficiary, notifying Administrative Agent thereof and thereafter, unless the related Letter of Credit Rights constitute a Supporting Obligation for which the Administrative Agent’s security interest is perfected, using its commercially reasonable efforts to cause the issuer and/or confirmation bank with respect to such Letter of Credit Rights to enter into a tri-party agreement with the Administrative Agent assigning such Letter of Credit Rights to the Administrative Agent and directing all payments thereunder to a Blocked Account, all in form and substance reasonably satisfactory to the Administrative Agent (vii) taking all steps necessary to grant the Administrative Agent control of all electronic chattel paper in accordance with the Code and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act, (viii) promptly, and in any event within five (5) Business Days after the same is acquired by it, notifying the Administrative Agent of any Commercial Tort Claim involving a claim of more than $1,000,000 acquired by it and if requested by the Administrative Agent, entering into a supplement to this Agreement, granting to Administrative Agent a Lien in such Commercial Tort Claim, (ix) maintaining complete and accurate stock records, (x) except as otherwise provided in clause (vi) hereof, delivering to the Administrative Agent all documents, certificates and Instruments necessary or desirable to perfect the Administrative Agent’s Lien on letters of credit on which such Borrower is named as beneficiary and all acceptances issued in connection therewith and (xi) taking such other steps as are deemed necessary or desirable to maintain the Administrative Agent’s security interest in the Collateral. Nothing contained in this Section 10.2(a) shall be deemed to require any Borrower to obtain the consent of any landlord (including, without limitation, any Aviation Authority) or to obtain or record any memorandum of lease or leasehold mortgage or similar instrument with respect to any leased real property. (b) Each Borrower hereby irrevocably authorizes the Administrative Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Borrower or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Bank Agent Code in such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the BanksCode for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Borrower is an organization, the Tranche A Trustee type of organization and the Tranche A Holders any organization identification number issued to such Borrower, and the Tranche B Trustee and the Tranche B Holders, the Collateral Agent agrees that it will (aii) in the case of Possessory Collaterala financing statement filed as a fixture filing, subject a sufficient description of real property to which the Collateral relates. Each Borrower agrees to furnish any such information to the provisions of this Section 3 and Section 4 hereof, take possession of and hold such Possessory Collateral as agent, as security Administrative Agent promptly upon request. Each Borrower also ratifies its authorization for the Bank Agent, Administrative Agent to have filed in any Uniform Commercial Code jurisdiction any initial financing statements or amendments thereto if filed prior to the Tranche A Trustee and the Tranche B Trustee and the respective holders of the Secured Obligations, Closing Date. (c) Notwithstanding subsections (a) and (b) in the case of Collateral consisting of cashthis Section 10.2, at the direction of the Bank Agent prior to the Bank Credit Facility Payment Date and at the direction of the Trustees from and after such date (or from the date hereof until the effectiveness of a Bank Credit Facility), enter into such agreements as shall enable the Bank Agent or the Tranche A Trustee and the Tranche B Trustee to have "control" over such Collateral (within the meaning of the applicable provisions of the Uniform Commercial Code), but with such control any failure on the part of any Borrower or the Tranche A Trustee and the Tranche B Trustee being subject and subordinate Administrative Agent to the control and rights of the Bank Agent and the Banks in such Collateral under the Bank Credit Facility. In that connection, it is understood and agreed that (i) neither the Collateral Agent, the Bank Agent or take any of the Banks actions set forth in such subsections, the Liens and security interests granted herein shall be deemed valid, enforceable and perfected by entry of the Final DIP Order. No financing statement, notice of lien, mortgage, deed of trust or the Trustees similar instrument in any jurisdiction or filing office need be filed or any of other action taken in order to validate and perfect the Holders makes any representation as Liens and security interests granted by or pursuant to the value of the Collateral or any part thereof, or as to the security afforded by this Agreement or the Collateral Documents or as to the validity, execution, enforceability, legality or sufficiency of this Agreement or the Collateral Documents or of the Secured Obligations, and none of the Collateral Agent, the Bank Agent or the Banks or the Trustees or any of the Holders shall incur any liability or responsibility in respect of any such matters and (ii) none of them shall be required to ascertain or inquire as to the performance by the Company of any of the covenants or agreements contained herein or in any such documentsFinal DIP Order.