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, 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 At any time and from time to time, upon the case reasonable request of Possessory Collateralthe Administrative Agent and at the sole expense of the Borrowers, subject 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 provisions full benefits of this Section 3 any security interest granted or purported to be granted by such Borrower hereunder and Section 4 hereofof the rights and powers herein granted, take possession including (i) upon the reasonable request of the Administrative Agent, using its commercially reasonable efforts to secure all consents and hold such Possessory Collateral as agent, as security approvals necessary or appropriate for the Bank Agent, assignment to or for the Tranche A Trustee and the Tranche B Trustee and the respective holders benefit of the Secured ObligationsAdministrative Agent of any License or Contract held by such Borrower and to enforce the security interests granted hereunder, and (bii) unless Administrative Agent shall otherwise consent in the case of writing (which consent may be revoked), delivering to Administrative Agent all Collateral consisting of cashnegotiable Documents and certificated securities (in each case, at accompanied by stock powers, allonges or other instruments of transfer executed in blank) promptly after such Borrower receives the direction same, (iii) delivering any requested Chattel Paper or Instrument to Administrative Agent (in each case accompanied by instruments of the Bank Agent prior transfer executed in blank), (iv) to the Bank 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 Facility Payment Date and at Rights constitute a Supporting Obligation for which the direction 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 the Trustees from and after such date, Credit Rights to enter into a tri-party agreement with the Administrative Agent assigning such agreements 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 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 defined in each of the Uniform Commercial Code), but with such control on the part of the Tranche A Trustee Electronic Transactions Act and the Tranche B Trustee being subject Electronic Signatures in Global and subordinate 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 control Administrative Agent all documents, certificates and rights 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 Bank Agent and Administrative Agent’s security interest in the Banks Collateral. Nothing contained in such Collateral under this Section 10.2(a) shall be deemed to require any Borrower to obtain 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 consent of any such matters and landlord (iiincluding, without limitation, any Aviation Authority) none or to obtain or record any memorandum of them shall be required lease or leasehold mortgage or similar instrument with respect to ascertain or inquire as to the performance by the Company of any of the covenants or agreements contained herein or in any such documentsleased real property.

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 Banks (or an agent or representative on their behalf) to the Bank Credit Facility Payment Date and at the direction of the Trustees from and after such 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 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 (a) Each Credit Party 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 or any Collateral 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 Credit Party, including (i) executing and filing financing or continuation statements, and amendments thereof, in form and substance satisfactory to the Bank Administrative Agent and the BanksCollateral Agents, 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 to the provisions of this Section 3 and Section 4 hereofBlocked Accounts, take possession of and hold such Possessory Collateral as agentControl Accounts, as security for the Bank Agent, the Tranche A Trustee and the Tranche B Trustee and the respective holders of the Secured ObligationsLockbox Accounts, and (b) in other Deposit Accounts, taking any actions required by 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, enter into such agreements as shall enable the Bank Administrative Agent or the Tranche A Trustee and Senior Collateral Agent to enable the Tranche B Trustee Collateral Agents to have "obtain “control" over such Collateral (” within the meaning of the applicable provisions of UCC with respect thereto, including executing and delivering Blocked Account Agreements, Control Account Agreements and Lockbox Account Agreements, (iii) executing and delivering such documents, agreements and instruments as may be required by 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 Administrative Agent or any Collateral Agent to further evidence and perfect the security interests in favor of the Banks or the Trustees or any of the Holders makes any representation as Lenders in all Intellectual Property, (iv) maintaining complete and accurate stock records, (v) using its best efforts in delivering to the value Senior Collateral Agent negotiable warehouse receipts, if any, and, upon the Senior Collateral Agent’s request therefor, non-negotiable warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, (vi) placing notations on such Credit Party’s certificates of title or any part thereofbooks of account to disclose the Collateral Agents’ security interest therein in favor of the Lenders, or as (vii) delivering to the security afforded by this Agreement Senior Collateral Agent all documents, certificates and Instruments necessary or desirable to perfect the Collateral Documents Agents’ Lien in favor of the Lenders in letters of credit on which such Credit Party 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 Senior Collateral Agent and (ix) taking such other steps as are deemed necessary or as desirable to the validity, execution, enforceability, legality or sufficiency of this Agreement or maintain the Collateral Documents or Agents’ security interests in favor of the Secured Obligations, and none of Lenders in 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 documentsCollateral.

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 datedate (or from the date hereof until the effectiveness of 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 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 At any time and from time to time, upon the case reasonable request of Possessory Collateralthe Administrative Agent and at the sole expense of the Credit Parties, subject 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 provisions full benefits of this Section 3 any security interest granted or purported to be granted by such Credit Party hereunder and Section 4 hereofof the rights and powers herein granted, take possession including (i) upon the reasonable request of the Administrative Agent, using its commercially reasonable efforts to secure all consents and hold such Possessory Collateral as agent, as security approvals necessary or appropriate for the Bank Agentassignment 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, the Tranche A Trustee and the Tranche B Trustee and the respective holders of the Secured Obligations(ii) unless Administrative Agent shall otherwise consent in writing (which consent may be revoked), and (b) in the case of delivering to Administrative Agent all Collateral consisting of cashnegotiable 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 direction benefit of the Bank Agent prior Secured Parties, (v) to the Bank 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 Facility Payment Date 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 at is continuing, (vi) in accordance with and to the direction 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 Trustees from 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 date, Letter-of-Credit Rights to enter into a tri-party agreement with Administrative Agent assigning such agreements 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 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 defined in each of the Uniform Commercial Code), but with such control on the part of the Tranche A Trustee Electronic Transactions Act and the Tranche B Trustee being subject Electronic Signatures in Global and subordinate 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 control Administrative Agent all documents, certificates and rights Instruments necessary or desirable to perfect the Administrative Agent's Lien on letters of the Bank Agent credit on which such Credit Party is named as beneficiary and the Banks all acceptances issued 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 connection therewith and (iixii) none of them shall be required taking such other steps as are deemed necessary or desirable to ascertain or inquire as to maintain the performance by Administrative Agent's security interest in the Company of any of the covenants or agreements contained herein or in any such documentsCollateral.

Perfection of Security Interests. For Each of Borrower and the limited purpose Parent Guarantors authorizes, and shall cause each of perfecting the other Credit Parties (other than the Excluded Subsidiaries) from time to time party to any Collateral Documents to authorize, Bank to file at any time financing statements, continuation statements and amendments thereto that describe the Collateral and to describe the Collateral as all assets of each such Credit Party of the kind pledged under the Collateral Documents and which contain any other information required by the Code for the sufficiency of filing office acceptance of any financing statement, continuation statement or amendment, including whether such Credit Party is an organization, the type of organization and any organizational identification number issued to such Credit Party, if applicable. Any such financing statements may be signed by Bank on behalf of each such Credit Party, as provided in the Code, and may be filed at any time in any [†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION jurisdiction. Borrower shall from time to time execute and deliver, and shall cause each of the other Credit Parties (other than the Excluded Subsidiaries) from time to time party to any Collateral Documents to execute and deliver, to Bank, at the request of Bank, all Negotiable Collateral and other documents that Bank may reasonably request, in form reasonably satisfactory to Bank, to perfect and continue perfected Bank’s security interests and Liens in the Collateral and in order to consummate fully all of the transactions contemplated under the Loan Documents. Each Credit Party shall have possession of its property and assets constituting Collateral, except for (i) property and assets which by their nature are mobile; or (ii) where expressly otherwise provided in the Loan Documents or where Bank Agent and chooses to perfect its security interests by possession in addition to the Banksfiling of a financing statement. Where Collateral having a fair market value in excess of $100,000 in the aggregate is in possession of one or more third-party bailees, 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: (a) shall give Bank prompt written notice thereof identifying the names and addresses of the third-party bailees and briefly describing the Collateral 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, third-party bailees; and (b) shall, and shall cause each of the other Credit Parties (other than the Excluded Subsidiaries) from time to time party to any Collateral Documents to, promptly take steps as reasonably requested by Bank to permit Bank to obtain from each of such third-party bailees an acknowledgment, in form and substance reasonably satisfactory to Bank, that such bailee holds such Collateral for the case benefit of Bank. Each of Borrower and the Parent Guarantors shall, and shall cause each of the other Credit Parties from time to time party to any Collateral Documents to promptly take steps as reasonably requested by Bank to permit Bank to obtain “control” of any Collateral consisting of cashinvestment property, at letter-of-credit rights or electronic chattel paper (as such items and the direction term “control” are defined in Revised Article 9 of the Bank Agent prior Code) by causing the securities intermediary or issuing bank to the Bank Credit Facility Payment Date execute a control agreement in form and at the direction substance reasonably satisfactory to Bank. None of the Trustees from and after such date, enter into such agreements as shall enable the Bank Agent Borrower or the Tranche A Trustee Parent Guarantors shall, 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 nor shall they cause or permit any of the Banks or other Credit Parties to, create any chattel paper (other than those Capital Leases under which such Credit Party is the Trustees or any of lessee) without placing a legend on the Holders makes any representation as chattel paper reasonably acceptable to Bank indicating that Bank has a security interest in 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 documentschattel paper.

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 At any time and from time to time, upon the case reasonable request of Possessory Collateralthe Administrative Agent and at the sole expense of the Credit Parties, subject 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 provisions full benefits of this Section 3 any security interest granted or purported to be granted by such Credit Party hereunder and Section 4 hereofof the rights and powers herein granted, take possession including (i) upon the reasonable request of the Administrative Agent, using its commercially reasonable efforts to secure all consents and hold such Possessory Collateral as agent, as security approvals necessary or appropriate for the Bank Agentassignment 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, the Tranche A Trustee and the Tranche B Trustee and the respective holders of the Secured Obligations(ii) unless Administrative Agent shall otherwise consent in writing (which consent may be revoked), and (b) in the case of delivering to Administrative Agent all Collateral consisting of cashnegotiable 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 direction benefit of the Bank Agent prior Secured Parties, (v) to the Bank 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 Facility Payment Date 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 at is continuing, (vi) in accordance with and to the direction 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 Trustees from 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 date, Letter-of-Credit Rights to enter into a tri-party agreement with Administrative Agent assigning such agreements 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 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 defined in each of the Uniform Commercial Code), but with such control on the part of the Tranche A Trustee Electronic Transactions Act and the Tranche B Trustee being subject Electronic Signatures in Global and subordinate 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 control Administrative Agent all documents, certificates and rights Instruments necessary or desirable to perfect the Administrative Agent’s Lien on letters of the Bank Agent credit on which such Credit Party is named as beneficiary and the Banks all acceptances issued 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 connection therewith and (iixii) none of them shall be required taking such other steps as are deemed necessary or desirable to ascertain or inquire as to maintain the performance by Administrative Agent’s security interest in the Company of any of the covenants or agreements contained herein or in any such documentsCollateral.

Perfection of Security Interests. For All documents, agreements and instruments, and all such further actions, required by Section 5.11 of the limited purpose Credit Agreement or by the Collateral Documents or under law or reasonably requested by the Agent to perfect the Agent’s first-priority security interest in the Collateral shall have been executed, delivered, taken and, if applicable, be in proper form for filing. The Agent, for the ratable benefit of perfecting the Liens Secured Parties, shall have a security interest in the Collateral of the Bank Agent type and the Banks, the Tranche A Trustee and the Tranche A Holders and the Tranche B Trustee and the Tranche B Holders, priority described in 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, 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 ObligationsDocuments, and none of the Collateral Agentshall be subject to any other pledges, security interests or mortgages, except for Permitted Liens; provided that notwithstanding the foregoing, if, after the use by the Loan Parties of commercially reasonable efforts to cause the condition set forth in this Section 6(h) to be satisfied on or prior to the Tranche B-2 Effective Date, the Bank Agent requirements (other than (x) the execution and delivery by each applicable Loan Party of a Joinder, a supplement to the Guarantee and Collateral Agreement and a “short-form” intellectual property security agreement suitable for filing with the United States Copyright Office or the Banks United States Patent and Trademark Office, (y) the receipt by the Agent of (A) the certificates representing the shares of Capital Stock of the Borrower and each domestic Subsidiary pledged pursuant to the Guarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (B) each promissory note (if any) of Holdings, the Borrower and each domestic Subsidiary pledged to the Agent pursuant to the Guarantee and Collateral Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof, in each case to the extent not previously delivered in the appropriate form to the Agent in connection with the Existing Credit Agreement or the Trustees or any Credit Agreement and (z) the filing of Uniform Commercial Code financing statements in each jurisdiction contemplated by the Perfection Certificate to the extent not previously properly filed in connection with the Credit Agreement) are not satisfied as of the Holders Tranche B-2 Effective Date, the satisfaction of such requirements shall incur any liability or responsibility in respect not be a condition to the availability of any such matters and the Tranche B-2 Term Loans on the Tranche B-2 Effective Date (ii) none of them but shall be required to ascertain or inquire be satisfied as to promptly as practicable after the performance by the Company of any of the covenants or agreements contained herein or Tranche B-2 Effective Date and in any event within the period specified therefor on Schedule 7 or such documentslater date as Agent may agree to in its reasonable discretion).