Common use of Perfection of Security Interests Clause in Contracts

Perfection of Security Interests. (a) At the request of the DIP Agent or the Required Lenders and at the Borrower’s expense, the Borrower and each of the Guarantors shall (i) execute and deliver to the DIP Agent documentation satisfactory to the DIP Agent or the Required Lenders evidencing the Liens granted hereby, providing for the perfection of such Liens and evidencing that the automatic stay provisions of Section 362 of the Bankruptcy Code have been modified to permit the execution, delivery and filing of such documentation, and (ii) perform or take any and all steps at any time necessary to perfect, maintain, protect and enforce the DIP Agent’s Lien on the Collateral; provided, however, that no such documentation shall be required as a condition to the validity, priority or perfection of any of the Liens created pursuant to this Agreement which security interests and liens shall be deemed valid and properly perfected upon approval by the Bankruptcy Court of the Financing Order; provided further that no such documentation shall be filed in any jurisdiction with a mortgage, stamp, intangibles or similar tax. (b) Until all Post-Petition Obligations and Adequate Protection Obligations have been satisfied and paid in full in cash by the Debtors and the DIP Commitments shall have terminated, the DIP Agent’s security interest in the Collateral as security for such obligations shall continue in full force and effect. (c) Notwithstanding the provisions of Section 4.2(a) hereof, or failure on the part of the Borrower, any Guarantor, the DIP Agent or any Lender to perfect, maintain, protect or enforce the DIP Agent’s Lien on the Collateral, the Financing Order shall automatically, and without further action by any Person, perfect the DIP Agent’s Lien against the Collateral.

Perfection of Security Interests. To the extent not otherwise provided as of the date hereof: (a) At subject to the request of the DIP Agent or the Required Lenders and at the Borrower’s expensefollowing clause (b), the Borrower and each Company shall, as soon as reasonably practicable but in no event later than the Closing Date, in order to create in favor of Collateral Agent, for the Guarantors shall benefit of Secured Parties, a valid, perfected First Priority security interest in the personal property Collateral, provide to the Collateral Agent: (i) evidence satisfactory to Collateral Agent of the compliance by each Credit Party of their obligations under the Pledge and Security Agreement and the other Collateral Documents (including, without limitation, their obligations to execute and deliver to the DIP Agent documentation satisfactory to the DIP Agent or the Required Lenders evidencing the Liens granted herebyUCC financing statements, providing for the perfection originals of such Liens securities, instruments and evidencing that the automatic stay provisions of Section 362 chattel paper and any agreements governing deposit and/or securities accounts as provided therein), including, without limitation, delivery of the Bankruptcy Code have been modified to permit the execution, delivery and filing of such documentation, and items set forth on Schedule 5.19; (ii) perform or take any and all steps at any time necessary to perfect, maintain, protect and enforce the DIP Agent’s Lien on the Collateral; provided, however, that no such documentation opinions of counsel (which counsel shall be required as a condition reasonably satisfactory to Collateral Agent) with respect to the validity, priority or creation and perfection of the security interests in favor of Collateral Agent in such Collateral and such other matters governed by the laws of each jurisdiction in which any Credit Party or any personal property Collateral is located as Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to Collateral Agent; and (iii) evidence that each Credit Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including without limitation, (x) a Landlord Personal Property Collateral Access Agreement executed by the landlord of any Leasehold Property and by the Liens created applicable Credit Party and (y) any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to this Agreement which security interests Section 6.1(b)) and liens shall made or caused to be deemed valid made any other filing and properly perfected upon approval recording (other than as set forth herein) reasonably required by the Bankruptcy Court of the Financing Order; provided further that no such documentation shall be filed in any jurisdiction with a mortgage, stamp, intangibles or similar taxCollateral Agent. (b) Until the Company shall, as soon as reasonably practicable but in no event later than 30 days after the Closing Date, deliver to the Collateral Agent executed copies of all Postdocumentation (including, with respect to each of X-Petition Obligations Rite GmbH and Adequate Protection Obligations have been satisfied and paid in full in cash X-Rite Asia Pacific Ltd., security agreements or similar instruments governed by the Debtors laws of the jurisdiction of formation of each of X-Rite GmbH and X-Rite Asia Pacific Ltd.) necessary to perfect the DIP Commitments shall have terminated, the DIP Collateral Agent’s security interest in 65% of the Collateral as security for Capital Stock of each such obligations shall continue in full force and effect.Foreign Subsidiary (including stock certificates representing 65% of such voting stock, if the Foreign Subsidiary issues stock certificates), including without limitation, delivery of the items set forth on Schedule 5.19; and (c) Notwithstanding the provisions Company shall, as soon as reasonably practicable but in no event later than 60 days after the Closing Date, in order to create in favor of Section 4.2(aCollateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in certain Real Estate Assets, Collateral Agent shall have received from Company and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Real Estate Asset listed in Schedule 5.19(c)(i) (each, a “Closing Date Mortgaged Property”), including, without limitation, delivery of the items set forth on Schedule 5.19; (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to Collateral Agent) in each state in which an Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to Collateral Agent, including, without limitation, delivery of the items set forth on Schedule 5.19; (iii) in the case of each Leasehold Property (it being understood and agreed that no Leasehold Properties, as of the date hereof, shall constitute Closing Date Mortgaged Properties, (1) a Landlord Consent and Estoppel and (2) evidence that such Leasehold Property is a Recorded Leasehold Interest; (iv) (a) ALTA mortgagee title insurance policies or failure on unconditional commitments therefor issued by one or more title companies reasonably satisfactory to Collateral Agent with respect to each Closing Date Mortgaged Property (each, a “Title Policy”), in amounts not less than the part fair market value of each Closing Date Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence satisfactory to Collateral Agent that such Credit Party has paid to the title company or to the appropriate governmental authorities all expenses and premiums of the Borrowertitle company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records, including, without limitation, delivery of the items set forth on Schedule 5.19; (v) evidence of flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any Guarantorapplicable regulations of the Board of Governors, in form and substance reasonably satisfactory to Collateral Agent; and (vi) ALTA surveys of all Closing Date Mortgaged Properties which are not Leasehold Properties, certified to Collateral Agent and dated not more than thirty days prior to the DIP Agent or any Lender to perfectClosing Date, maintainincluding, protect or enforce without limitation, delivery of the DIP Agent’s Lien items set forth on the Collateral, the Financing Order shall automatically, and without further action by any Person, perfect the DIP Agent’s Lien against the CollateralSchedule 5.19.

Perfection of Security Interests. (a) At Each document (including the request Closing Date UCC Financing Statement) required by the Security Documents or under law to be filed, registered or recorded in order to create in favor of the DIP Agent or Collateral Agent, for the Required Lenders and at the Borrower’s expense, the Borrower and each benefit of the Guarantors shall (i) execute Secured Parties, a valid and deliver to the DIP Agent documentation satisfactory to the DIP Agent or the Required Lenders evidencing the Liens granted hereby, providing for the perfection of such Liens and evidencing that the automatic stay provisions of Section 362 of the Bankruptcy Code have been modified to permit the execution, delivery and filing of such documentation, and (ii) perform or take any and all steps at any time necessary to perfect, maintain, protect and enforce the DIP Agent’s perfected Lien on the Collateral; providedCollateral described therein, howeverprior and superior in right to any other Person (subject only to Permitted Liens that, that no such documentation pursuant to applicable law, are entitled to a higher priority than the Lien of the Collateral Agent) shall have been filed, registered or recorded in the applicable filing office (or shall be required as a condition in form suitable to be filed, registered or recorded in the validity, priority or perfection of any of applicable office promptly after the Liens created pursuant to this Agreement which security interests and liens shall be deemed valid and properly perfected upon approval by the Bankruptcy Court of the Financing Order; provided further that no such documentation shall be filed in any jurisdiction with a mortgage, stamp, intangibles or similar taxClosing). (b) Until all Post-Petition Obligations and Adequate Protection Obligations have been satisfied and paid in full in cash by the Debtors and the DIP Commitments The Collateral Agent shall have terminated, received the DIP Agent’s security original executed membership interest certificates representing (i) 100% of the Equity Interests in the Collateral as security Issuer pledged pursuant to the Pledge Agreement, together with an undated transfer power for such obligations shall continue membership interest certificate and proxy executed in full force blank by a duly authorized officer of Holdings and effect.(ii) 100% of the Equity Interests in Elk Hills Power pledged pursuant to the Security Agreement, together with an undated transfer power for such membership interest certificate and proxy executed in blank by a duly authorized officer of the Issuer; and (c) Notwithstanding Each Purchaser (or its representative) shall have received evidence that all filing, recordation, subscription and inscription fees and all recording and other similar fees, and all recording, stamp and other Taxes and other expenses related to the provisions filings, registrations and recordings necessary for and related to the transactions contemplated by this Agreement and the other Note Documents to be consummated on or prior to the Closing Date have been paid in full (to the extent the obligation to make such payment then exists) by or on behalf of Section 4.2(a) hereof, the Issuer or failure are to be paid in full on the part of the Borrower, any Guarantor, the DIP Agent or any Lender to perfect, maintain, protect or enforce the DIP Agent’s Lien on the Collateral, the Financing Order shall automatically, and without further action by any Person, perfect the DIP Agent’s Lien against the CollateralClosing Date.

Perfection of Security Interests. (a) At Loan Parties shall have taken or caused to be taken such actions in such a manner so that Administrative Agent, on behalf of Lenders, or the request Trustee, solely for the benefit of the DIP Agent or Administrative Agent, on behalf of Lenders, as the Required Lenders case may be, each has a valid and at perfected first priority security interest (subject only to Liens permitted under subsection 7.2) in all Collateral in which a Lien is purported to be granted by the Borrower’s expenseCollateral Documents. Such actions shall include, without limitation, the Borrower and each of the Guarantors shall following: (i) execute and deliver to the DIP receipt by the Administrative Agent documentation of evidence satisfactory to the DIP Agent or the Required Lenders evidencing the Liens granted hereby, providing for the perfection of such Liens it that amendments ("Mortgage Amendments") to each Mortgage heretofore executed and evidencing that the automatic stay provisions of Section 362 delivered pursuant to subsection 4.1F of the Bankruptcy Code Existing Credit Agreement (such Mortgages being the "Existing Mortgages") have been executed and acknowledged and will be recorded in all jurisdictions as may be necessary or, in the opinion of Administrative Agent, desirable to effectively create or maintain in effect valid and perfected Liens (subject only to Liens permitted under subsection 7.2) created by the Existing Mortgages securing the Obligations, as such Obligations have been amended or modified to permit the execution, delivery and filing of such documentation, and by this Agreement; and (ii) perform or take any and all steps at any time necessary to perfect, maintain, protect and enforce the DIP Agent’s Lien on the Collateral; provided, however, that no such documentation shall be required as a condition to the validity, priority or perfection of any of the Liens created pursuant to this Agreement which security interests and liens shall be deemed valid and properly perfected upon approval receipt by the Bankruptcy Court Administrative Agent of evidence satisfactory to it that all other filings, recordings and other actions Administrative Agent deems necessary or advisable to establish, preserve and perfect the Financing Order; provided further that no such documentation shall be filed in any jurisdiction with a mortgage, stamp, intangibles or similar tax. first priority Liens (bsubject only to Liens permitted under subsection 7.2) Until all Post-Petition Obligations and Adequate Protection Obligations have been satisfied and paid in full in cash by the Debtors and the DIP Commitments shall have terminated, the DIP Agent’s security interest granted to Administrative Agent in the Collateral as security for such obligations (including, without limitation, Collateral subject to the Lien of any Collateral Document executed and delivered pursuant to the Existing Credit Agreement) shall continue in full force and effecthave been made. (c) Notwithstanding the provisions of Section 4.2(a) hereof, or failure on the part of the Borrower, any Guarantor, the DIP Agent or any Lender to perfect, maintain, protect or enforce the DIP Agent’s Lien on the Collateral, the Financing Order shall automatically, and without further action by any Person, perfect the DIP Agent’s Lien against the Collateral.

Perfection of Security Interests. (a) At the request of the DIP Agent or the Required Lenders Banks and at the Borrower’s 's expense, the Borrower and each of the Guarantors shall (i) execute and deliver to the DIP Agent documentation satisfactory to the DIP Agent or the Required Lenders Banks evidencing the Liens granted hereby, providing for the perfection of such Liens and evidencing that the automatic stay provisions of Section 362 of the Bankruptcy Code have been modified to permit the execution, delivery and filing of such documentation, and (ii) perform or take any and all steps at any time necessary to perfect, maintain, protect and enforce the DIP Agent’s 's Lien on the Collateral; provided, however, that no such documentation shall be required as a condition to the validity, priority or perfection of any of the Liens created pursuant to this Agreement which security interests and liens shall be deemed valid and properly perfected upon approval by the Bankruptcy Court of the Financing Order; provided further that no such documentation shall be filed in any jurisdiction with a mortgage, stamp, intangibles or similar tax. (b) Until all Post-Petition Obligations and Adequate Protection Obligations have been indefeasibly satisfied and paid in full in cash by the Debtors and the DIP Commitments shall have terminated, the DIP Agent’s 's security interest in the Collateral as security for such obligations shall continue in full force and effect. (c) Notwithstanding the provisions of Section 4.2(a2.2(a) hereof, or failure on the part of the Borrower, any Guarantor, the DIP Agent or any Lender Bank to perfect, maintain, protect or enforce the DIP Agent’s 's Lien on the Collateral, the Financing Order shall automatically, and without further action by any Person, perfect the DIP Agent’s 's Lien against the Collateral.

Perfection of Security Interests. (a) At 10.1 For the request limited purpose of perfecting the security interests of the DIP Agent Creditors in the Shared Collateral in which a security interest may be perfected by possession, each Creditor hereby appoints the other as its agent for the limited purpose of possessing on its behalf any such Collateral that may come into the possession of such other Creditor from time to time, and each Creditor agrees to act as the other’s agent for such limited purpose of perfecting the other’s security interest by possession through an agent; provided that neither Creditor will incur any liability to the other Creditor by virtue of acting as the other’s agent hereunder, and either Creditor may relinquish possession of Collateral in its possession without the consent of the other Creditor, and without incurring liability to the other Creditor, unless there is an express written agreement to the contrary in effect between the Creditors; and provided further that each appointment made pursuant to this paragraph 10.1 shall be and shall be deemed to be coupled with an interest. 10.2 For the purpose of perfecting the security interests of the Creditors in the Shared Collateral while such security interests may be perfected by controlling a “deposit account” or other similar depository or investment or securities account arrangement (whether or not through an intermediary) within the Required Lenders and at meaning of the Borrower’s expenseUCC, the Creditors, the Borrower and the Borrower Operating Affiliates (as appropriate) shall enter into a control agreement or control agreements, as the case may be (collectively, “Control Agreements”), with the depository, intermediary and/or investment institution or institutions, as applicable, to establish such control and perfect such security interests and Creditors shall cooperate with each other in establishing, maintaining and enforcing such Control Agreements; provided that each of the Guarantors shall (i) execute and deliver to foregoing actions by the DIP Agent documentation satisfactory to the DIP Agent Creditors or the Required Lenders evidencing the Liens granted herebyeither of them shall, providing for the perfection of such Liens and evidencing that the automatic stay provisions of Section 362 of the Bankruptcy Code have been modified to permit the executionin each instance, delivery and filing of such documentation, and (ii) perform or take any and all steps at any time necessary to perfect, maintain, protect and enforce the DIP Agent’s Lien on the Collateral; provided, however, that no such documentation shall be required as a condition to the validity, priority or perfection of any of the Liens created pursuant subject to this Agreement which security interests and liens shall be deemed valid and properly perfected upon approval by the Bankruptcy Court of the Financing Order; provided further that no such documentation shall be filed in any jurisdiction with a mortgage, stamp, intangibles or similar taxAgreement. (b) Until all Post-Petition Obligations and Adequate Protection Obligations have been satisfied and paid in full in cash by the Debtors and the DIP Commitments shall have terminated, the DIP Agent’s security interest in the Collateral as security for such obligations shall continue in full force and effect. (c) Notwithstanding the provisions of Section 4.2(a) hereof, or failure on the part of the Borrower, any Guarantor, the DIP Agent or any Lender to perfect, maintain, protect or enforce the DIP Agent’s Lien on the Collateral, the Financing Order shall automatically, and without further action by any Person, perfect the DIP Agent’s Lien against the Collateral.

Perfection of Security Interests. (a) At the reasonable request of the DIP Agent or the Required Lenders Lender and at the Borrower’s expense, the Borrower and each of the Guarantors shall (i) execute and deliver to the DIP Agent Lender documentation satisfactory to the DIP Agent or the Required Lenders Lender evidencing the first priority Liens granted hereby, providing for the perfection of such Liens and evidencing that the automatic stay provisions of Section 362 of the Bankruptcy Code have been modified to permit the execution, delivery and filing of such documentation, and (ii) perform or take any and all steps at any time necessary to perfect, maintain, protect and enforce the DIP AgentLender’s Lien on the Collateral; provided, however, that no such documentation shall be required as a condition to the validity, priority or perfection of any of the Liens created pursuant to this Agreement which first priority security interests and liens Liens shall be deemed valid and properly perfected upon approval by the Bankruptcy Court of the Financing Interim Order; provided further that no such documentation shall be filed in any jurisdiction with a mortgage, stamp, intangibles or similar tax. (b) Until all Post-Petition Obligations and Adequate Protection Obligations have been satisfied and paid in full in cash by the Debtors Borrower and the DIP Commitments Commitment shall have terminated, the DIP AgentLender’s first priority security interest in the Collateral as security for such obligations shall continue in full force and effect. (c) Notwithstanding the provisions of Section 4.2(a3.2(a) hereof, or failure on the part of the Borrower, any Guarantor, the DIP Agent Borrower or any Lender to perfect, maintain, protect or enforce the DIP AgentLender’s Lien on the Collateral, the Financing Interim Order or the Final Order, as the case may be, shall automatically, and without further action by any Person, perfect the DIP AgentLender’s Lien against the Collateral.

Perfection of Security Interests. (a) At the request of the DIP Agent or the Required Lenders and at the Borrower’s 's expense, the Borrower and each of the Guarantors shall (i) execute and deliver to the DIP Agent documentation satisfactory to the DIP Agent or the Required Lenders evidencing the Liens granted hereby, providing for the perfection of such Liens and evidencing that the automatic stay provisions of Section 362 of the Bankruptcy Code have been modified to permit the execution, delivery and filing of such documentation, and (ii) perform or take any and all steps at any time necessary to perfect, maintain, protect and enforce the DIP Agent’s 's Lien on the Collateral; provided, however, that no such documentation shall be required as a condition to the validity, priority or perfection of any of the Liens created pursuant to this Agreement which security interests and liens shall be deemed valid and properly perfected upon approval by the Bankruptcy Court of the Financing Order; provided further that no such documentation shall be filed in any jurisdiction with a mortgage, stamp, intangibles or similar tax. (b) Until all Post-Petition Obligations and Adequate Protection Obligations have been indefeasibly satisfied and paid in full in cash by the Debtors and the DIP Commitments shall have terminated, the DIP Agent’s 's security interest in the Collateral as security for such obligations shall continue in full force and effect. (c) Notwithstanding the provisions of Section 4.2(a2.2(a) hereof, or failure on the part of the Borrower, any Guarantor, the DIP Agent or any Lender to perfect, maintain, protect or enforce the DIP Agent’s 's Lien on the Collateral, the Financing Order shall automatically, and without further action by any Person, perfect the DIP Agent’s 's Lien against the Collateral.

Perfection of Security Interests. (a) At the request of the Supplemental DIP Collateral Agent or any of the Required Lenders Investors and at the Borrower’s 's expense, the Borrower and each of the Guarantors shall (i) execute and deliver to the Supplemental DIP Collateral Agent documentation satisfactory to the Supplemental DIP Collateral Agent or and the Required Lenders Investors evidencing the Liens granted hereby, providing for the perfection of such Liens and evidencing that the automatic stay provisions of Section 362 of the Bankruptcy Code have been modified to permit the execution, delivery and filing of such documentation, and (ii) perform or take any and all steps at any time necessary to perfect, maintain, protect and enforce the Supplemental DIP Collateral Agent’s 's Lien on the Collateral; provided, however, that no such documentation shall be required as a condition to the validity, priority or perfection of any of the Liens created pursuant to this Agreement which security interests and liens Liens shall be deemed valid and properly perfected upon approval by the Bankruptcy Court of the Supplemental Financing Order; provided further that no such documentation shall be filed in any jurisdiction with a mortgage, stamp, intangibles or similar tax. (b) Until the termination of the Borrower's obligations and duties hereunder in accordance with Section 1.5 hereof, all Post-Petition Obligations and Adequate Protection Obligations have been satisfied and paid in full in cash by the Debtors and the Supplemental DIP Commitments shall have terminated, the DIP Collateral Agent’s 's security interest in the Collateral as security for such obligations shall continue in full force and effect. (c) Notwithstanding the provisions of Section 4.2(a2.2(a) hereof, or failure on the part of the Borrower, any Guarantor, the Supplemental DIP Collateral Agent or any Lender Investor to perfect, maintain, protect or enforce the Supplemental DIP Collateral Agent’s 's Lien on the Collateral, the Supplemental Financing Order shall automatically, and without further action by any Person, perfect the Supplemental DIP Collateral Agent’s 's Lien against the Collateral.

Perfection of Security Interests. (a) At the request of the DIP Collateral Agent or the Required Lenders and at the Borrower’s 's expense, the Borrower and each of the Guarantors shall (i) execute and deliver to the DIP Collateral Agent documentation satisfactory to the DIP Collateral Agent or the Required Lenders evidencing the Liens granted hereby, providing for the perfection of such Liens and evidencing that the automatic stay provisions of Section 362 of the Bankruptcy Code have been modified to permit the execution, delivery and filing of such documentation, and (ii) perform or take any and all steps at any time necessary to perfect, maintain, protect and enforce the DIP Collateral Agent’s 's Lien on the Collateral; provided, however, that no such documentation shall be required as a condition to the validity, priority or perfection of any of the Liens created pursuant to this Agreement which security interests and liens shall be deemed valid and properly perfected upon approval by the Bankruptcy Court of the Financing Order; provided further that no such documentation shall be filed in any jurisdiction with a mortgage, stamp, intangibles or similar tax. (b) Until all Post-Petition Obligations and Adequate Protection Obligations have been indefeasibly satisfied and paid in full in cash by the Debtors and the DIP Commitments shall have terminated, the DIP Collateral Agent’s 's security interest in the Collateral as security for such obligations shall continue in full force and effect. (c) Notwithstanding the provisions of Section 4.2(a8.2(a) hereof, or failure on the part of the Borrower, any Guarantor, the DIP Collateral Agent or any Lender to perfect, maintain, protect or enforce the DIP Collateral Agent’s 's Lien on the Collateral, the Financing Order shall automatically, and without further action by any Person, perfect the DIP Collateral Agent’s 's Lien against the Collateral.

Perfection of Security Interests. (a) At 10.1 For the request limited purpose of perfecting the security interests of the DIP Agent Creditors in the Shared Collateral in which a security interest may be perfected by possession, each Creditor hereby appoints the other as its agent for the limited purpose of possessing on its behalf any such Collateral that may come into the possession of such other Creditor from time to time, and each Creditor agrees to act as the other’s agent for such limited purpose of perfecting the other’s security interest by possession through an agent; provided that neither Creditor will incur any liability to the other Creditor by virtue of acting as the other’s agent hereunder, and cither Creditor may relinquish possession of Collateral in its possession without the consent of the other Creditor, and without incurring liability to the other Creditor, unless there is an express written agreement to the contrary in effect between the Creditors; and provided further that each appointment made pursuant to this paragraph 10.1 shall be and shall be deemed to be coupled with an interest. 10.2 For the purpose of perfecting the security interests of the Creditors in the Shared Collateral while such security interests may be perfected by controlling a “deposit account” or other similar depository or investment account arrangement within the Required Lenders and at meaning of the Borrower’s expenseUCC, the Creditors, the Borrower and the Borrower Operating Affiliates (as appropriate) shall enter into a control agreement or control agreements, as the case may be (collectively. “Control Agreements”), with the depository and/or investment institution or institutions, as applicable, to establish such control and perfect such security interests and Creditors shall cooperate with each other in establishing, maintaining and enforcing such Control Agreements; provided that each of the Guarantors shall (i) execute and deliver to foregoing actions by the DIP Agent documentation satisfactory to the DIP Agent Creditors or the Required Lenders evidencing the Liens granted herebyeither of them shall, providing for the perfection of such Liens and evidencing that the automatic stay provisions of Section 362 of the Bankruptcy Code have been modified to permit the executionin each instance, delivery and filing of such documentation, and (ii) perform or take any and all steps at any time necessary to perfect, maintain, protect and enforce the DIP Agent’s Lien on the Collateral; provided, however, that no such documentation shall be required as a condition to the validity, priority or perfection of any of the Liens created pursuant subject to this Agreement which security interests and liens shall be deemed valid and properly perfected upon approval by the Bankruptcy Court of the Financing Order; provided further that no such documentation shall be filed in any jurisdiction with a mortgage, stamp, intangibles or similar taxAgreement. (b) Until all Post-Petition Obligations and Adequate Protection Obligations have been satisfied and paid in full in cash by the Debtors and the DIP Commitments shall have terminated, the DIP Agent’s security interest in the Collateral as security for such obligations shall continue in full force and effect. (c) Notwithstanding the provisions of Section 4.2(a) hereof, or failure on the part of the Borrower, any Guarantor, the DIP Agent or any Lender to perfect, maintain, protect or enforce the DIP Agent’s Lien on the Collateral, the Financing Order shall automatically, and without further action by any Person, perfect the DIP Agent’s Lien against the Collateral.

Perfection of Security Interests. (a) At the request of the DIP Agent or the Required Lenders The Issuer and at the Borrower’s expense, the Borrower and each of the Guarantors shall complete all filings and other similar actions required in connection with the provision and/or perfection of security interests in the Collateral that may be perfected by the filing of a financing statement under the Uniform Commercial Code and the pledge of the Capital Stock of any Subsidiary (i) execute and deliver to the DIP Agent documentation satisfactory extent not constituting Excluded Capital Stock), in each case on the Issue Date. In addition, the Issuer and the Guarantors shall use their commercially reasonable efforts to complete all other filings and other similar actions required in connection with the provision and/or perfection of security interests on other Collateral on the Issue Date, but to the DIP Agent extent they are unable to do so without undue burden or expense, shall in any event complete such actions within 60 days following the Required Lenders evidencing Issue Date (subject to the Liens granted hereby, providing for the perfection of such Liens and evidencing that the automatic stay provisions of Section 362 of the Bankruptcy Code have been modified to permit the execution, delivery and filing of such documentation, and (ii) perform or take any and all steps at any time necessary to perfect, maintain, protect and enforce the DIP Agent’s Lien on the Collateral; provided, however, that no such documentation shall be required as a condition to the validity, priority or perfection of any of the Liens created pursuant to this Agreement which security interests and liens shall be deemed valid and properly perfected upon approval by the Bankruptcy Court of the Financing Order; provided further that no such documentation shall be filed in any jurisdiction with a mortgage, stamp, intangibles or similar tax4.17(b)). (b) Until The Issuer and the Guarantors shall use commercially reasonable efforts to perfect on the Issue Date the security interests in the real property Collateral for the benefit of the Noteholder Secured Parties that are created on the Issue Date, but to the extent any such security interest cannot be perfected by such date, the Issuer shall use commercially reasonable efforts to do, or cause to be done, all Post-Petition Obligations acts and Adequate Protection Obligations things that may be required, to have all security interests in the real property Collateral duly created and enforceable and perfected, to the extent required by the security documents, promptly following the Issue Date, and all such security interests in the real property Collateral shall have been satisfied duly created and paid in full in cash be enforceable and perfected, to the extent required by the Debtors security documents, no later than the later of (a) 90 days after the Issue Date and (b) the DIP Commitments shall have terminated, the DIP Agent’s date such security interest interests in the real property Collateral as security for such obligations shall continue in full force are required to be duly created and effectenforceable and perfected under the Security Documents (after giving effect to any waiver or extension obtained from the Notes Collateral Agent acting at the direction of the majority of the Holders of the Notes thereunder). (c) Notwithstanding With regard to any property upon which a security interest must be perfected, such security interests and Liens shall be created under the provisions of Section 4.2(aSecurity Documents in form satisfactory to the Notes Collateral Agent, and the Issuer and the Guarantors shall deliver or cause to be delivered to the Notes Collateral Agent all such instruments and documents (including certificates and legal opinions) hereofas required under this Indenture and the Security Documents to evidence compliance with this covenant. With regard to any property upon which a security interest must be perfected, or failure on the part Issuer and the Guarantors shall deliver to the Notes Collateral Agent new title insurance policies insuring the Lien of the Borrowerapplicable mortgage or deed of trust on any real property Collateral upon which a security interest must be perfected, any Guarantor, in form satisfactory to the DIP Agent or any Lender to perfect, maintain, protect or enforce the DIP Notes Collateral Agent’s Lien on the Collateral, the Financing Order shall automatically, and without further action by any Person, perfect the DIP Agent’s Lien against the Collateral.