Common use of Security Interests; Further Assurances Clause in Contracts

Security Interests; Further Assurances. Subject to the terms of the Security Documents, Section 5.10 and Section 5.15, promptly, upon the reasonable request of the Administrative Agent or the Collateral Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Security Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or the Collateral Agent may reasonably request from time to time in order to carry out more effectively the purposes of this Agreement and the Security Documents; provided that, notwithstanding anything else contained herein or in any other Loan Document to the contrary, (x) the foregoing shall not apply to any Excluded Subsidiary or Property of any Excluded Subsidiary or any Excluded Property or any Excluded Equity Interests, (y) any such documents and deliverables (other than certain mortgages of Material Property) shall be governed by New York law and (z) no other perfection actions by “control” (except with respect to (I) Equity Interests and certain debt instruments and (II) Control Agreements required pursuant to Section 5.12), leasehold mortgages or landlord waivers, estoppels or collateral access letters shall be required to be taken or entered into hereunder or under any other Loan Document. Notwithstanding the foregoing or anything else herein or in any other Loan Document to the contrary, in no event shall (A) the assets of any Excluded U.S. Subsidiary or Excluded Foreign Subsidiary (including the Equity Interests of any Subsidiary thereof) constitute security or secure, or such assets or the proceeds of such assets be required to be available for, payment of the Obligations, (B) more than sixty-five percent (65%) of the Voting Stock of any CFC Holding Company or Excluded Foreign Subsidiary, in each case, owned directly by a Credit Party required to be pledged to secure the Obligations or (C) any Equity Interests of subsidiary owned by any Excluded Foreign Subsidiary or Excluded U.S. Subsidiary (or any Subsidiary of any Excluded Foreign Subsidiary or Excluded U.S. Subsidiary) be required to be pledged to secure the Obligations.

Security Interests; Further Assurances. Subject to the terms of the Security Documents, Section 5.10 and Section 5.15, promptly, Promptly upon the reasonable request of by the Administrative Agent or the Collateral Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Security Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or the Collateral Agent may reasonably request from time to time in order to carry out more effectively the purposes of this Agreement and the Security Documents; provided that, notwithstanding anything else contained herein or in any other Loan Document to the contrary, (x) the foregoing shall not apply to any Excluded Subsidiary or Property of any Excluded Subsidiary or any Excluded Property or any Excluded Equity Interests, (y) any such documents and deliverables (other than certain mortgages of Material Property) shall be governed by New York law and (z) no other perfection actions by “control” (except with respect to (I) Equity Interests and certain debt instruments and (II) Control Agreements required pursuant to Section 5.12instruments), leasehold mortgages or landlord waivers, estoppels or collateral access letters shall be required to be taken or entered into hereunder or under any other Loan Document. Notwithstanding the foregoing or anything else herein or in any other Loan Document to the contrary, in no event shall (A) the assets of any Excluded U.S. Subsidiary or Excluded Foreign Subsidiary (including the Equity Interests of any Subsidiary thereof) constitute security or secure, or such assets or the proceeds of such assets be required to be available for, payment of the Obligations, (B) more than sixty-five percent (65%) % of the Voting Stock of and 100% of the Equity Interests that are not Voting Stock of any CFC Holding Company or Excluded Foreign Subsidiary, in each case, owned directly by a Credit Party be required to be pledged to secure the Obligations or (C) any Equity Interests of subsidiary any Subsidiary owned by any an Excluded Foreign Subsidiary or Excluded U.S. Subsidiary (or any Subsidiary of any Excluded Foreign Subsidiary or Excluded U.S. Subsidiary) be required to be pledged to secure the Obligations.

Security Interests; Further Assurances. Subject to the terms of the Security Documents, Section 5.10 and Section 5.15, promptly, Promptly upon the reasonable request of by the Administrative Agent or the Collateral Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Security Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or the Collateral Agent may reasonably request from time to time in order to carry out more effectively the purposes of this Agreement and the Security Documents; provided that, notwithstanding anything else contained herein or in any other Loan Document to the contrary, (x) the foregoing shall not apply to any Excluded Subsidiary or Property of any Excluded Subsidiary or any Excluded Property or any Excluded Equity Interests, (y) any such documents and deliverables (other than certain mortgages of Material Property) shall be governed by New York law (or, solely with respect to any Foreign Subsidiary that is an Excluded Subsidiary that the Borrower elects, in its sole discretion, to join as a Guarantor hereunder, the applicable laws of the jurisdiction of organization of such Foreign Subsidiary) and (z) no other perfection actions by “control” (except with respect to (I) Equity Interests and certain debt instruments and (II) Control Agreements required pursuant instruments), mortgage, deed of trust, deed to Section 5.12)secure debt, leasehold mortgages or landlord waivers, estoppels or collateral access letters shall be required to be taken or entered into hereunder or under any other Loan Document. Notwithstanding the foregoing or anything else herein or in any other Loan Document to the contrarycontrary (unless otherwise elected by the Borrower in its sole discretion), in no event shall (A) the assets of any Excluded U.S. Subsidiary or Excluded Foreign Subsidiary (including the Equity Interests of any Subsidiary thereof) constitute security or secure, or such assets or the proceeds of such assets be required to be available for, payment of the Obligations, (B) more than sixty-five percent (65%) % of the Voting Stock of and 100% of the Equity Interests that are not Voting Stock of any CFC Holding Company or Excluded Foreign Subsidiary, in each case, owned directly by a Credit Party be required to be pledged to secure the Obligations or (C) any Equity Interests of subsidiary any Subsidiary owned by any an Excluded Foreign Subsidiary or Excluded U.S. Subsidiary (or any Subsidiary of any Excluded Foreign Subsidiary or Excluded U.S. Subsidiary) be required to be pledged to secure the Obligations.

Security Interests; Further Assurances. Subject to the terms of the Security Documents, Section 5.10 and Section 5.15, promptly(a) Promptly, upon the reasonable request of the Administrative Agent Agent, at Borrower’s expense, execute, acknowledge and deliver, or the Collateral Agent (i) correct any material defect or error that may be discovered in cause the execution, acknowledgmentacknowledgment and delivery of, filing and thereafter register, file or recordation of record, or cause to be registered, filed or recorded, in an appropriate governmental office, any Security Document or other document or instrument relating deemed by the Administrative Agent reasonably necessary for the continued validity, enforceability, perfection and priority of the Liens on the Collateral intended to be covered by the Security Documents subject to no other Liens except Permitted Liens. (b) [Reserved]. (c) Upon the exercise by the Administrative Agent or any Lender of any power, right, privilege or remedy pursuant to any CollateralLoan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, execute and (ii) dodeliver all applications, executecertifications, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances instruments and other instruments as documents and papers that the Administrative Agent or such Lender may be required to obtain from such person for such consent, approval, registration, qualification or authorization from any Governmental Authority. (d) If the Administrative Agent or the Collateral Agent may reasonably request from time Required Lenders determine that they are required by any Legal Requirements to time have appraisals prepared in order to carry out more effectively respect of the purposes of this Agreement and the Security Documents; provided that, notwithstanding anything else contained herein or in any other Loan Document to the contrary, (x) the foregoing shall not apply to any Excluded Subsidiary or Real Property of any Excluded Subsidiary or Loan Party constituting Collateral, Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent. (e) In furtherance of the foregoing in this Section 5.11 and Section 5.10, to the maximum extent permitted by applicable Legal Requirements, each Loan Party (A) authorizes the Administrative Agent to file any Excluded Property or any Excluded Equity Interests, financing statement (yand/or equivalent foreign registration) any such documents and deliverables (other than certain mortgages of Material Property) shall be governed by New York law and (z) no other perfection actions by “control” (except with respect to (I) Equity Interests and certain debt instruments and (II) Control Agreements required pursuant to Section 5.12), leasehold mortgages or landlord waivers, estoppels or collateral access letters shall be required to be taken or entered into hereunder or under any other Loan Document. Notwithstanding , any continuation statement or amendment (and/or equivalent foreign registration) with respect thereto and any other filing and recording documents or instruments with respect to the foregoing or anything else herein or Collateral, in any other Loan Document to appropriate filing office without the contrary, in no event shall (A) the assets of any Excluded U.S. Subsidiary or Excluded Foreign Subsidiary (including the Equity Interests of any Subsidiary thereof) constitute security or secure, or such assets or the proceeds signature of such assets be required to be available forLoan Party, payment of the Obligations, and (B) more than sixty-five percent (65%) of ratifies the Voting Stock filing of any CFC Holding Company financing statement (and/or equivalent foreign registration), any continuation statement or Excluded Foreign Subsidiaryamendment with respect thereto (and/or equivalent foreign registration) and any other filing and recording documents or instruments with respect to the Collateral, in each case, owned directly by a Credit filed without the signature of such Loan Party required prior to be pledged to secure the Obligations or (C) any Equity Interests of subsidiary owned by any Excluded Foreign Subsidiary or Excluded U.S. Subsidiary (or any Subsidiary of any Excluded Foreign Subsidiary or Excluded U.S. Subsidiary) be required to be pledged to secure the Obligationsdate hereof.

Security Interests; Further Assurances. Subject to the terms of the Security Documents, Section 5.10 and Section 5.15, promptly, (a) Promptly upon the reasonable request of the Administrative Agent or the Collateral Agent Agent, at the sole cost and expense of the Loan Parties, (i) correct any material defect execute, acknowledge and deliver, or error that may be discovered in cause the execution, acknowledgmentacknowledgment and delivery of, filing and thereafter register, file or recordation of record, or cause to be registered, filed or recorded, in an appropriate governmental office, any Security Document or other document or instrument relating supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, enforceability, perfection and priority of the Liens on the Collateral intended to be covered by the Security Documents, subject to no other Liens except Permitted Liens (or, in the case of Collateral Vessels, Permitted Collateral Vessel Liens), or obtain any Collateral, consents or waivers as may be necessary or appropriate in connection therewith and (ii) dowithout limiting the generality of the foregoing, execute, acknowledgeif required, deliver, record, re-record, and file, re-fileor cause to be filed, register such financing or continuation statements under the UCC, or amendments thereto, such amendments or supplements to the Collateral Vessel Mortgages (including any amendments required to maintain the Liens granted by such Collateral Vessel Mortgages), and re-register any and all such further acts, deeds, certificates, assurances and other instruments or notices, as may be reasonably necessary, or that the Administrative Agent or the Collateral Agent may reasonably request from time require (subject to time any limitations that may be set forth in order to carry out more effectively the purposes of this Agreement and the Security Documents; provided that), notwithstanding anything else contained herein to protect and preserve the Liens granted or purported to be granted by the Security Documents. Notwithstanding the foregoing, with respect to Intellectual Property, the Borrowers and Subsidiary Guarantors shall only be required to file and record short-form Intellectual Property security agreements with respect to any material registered United States trademarks and United States patents, United States trademark and patent applications and United States registered copyrights included in the Intellectual Property Collateral in the United States Patent and Trademark Office or in any other Loan Document to the contraryUnited States Copyright Office, as applicable (x) it being understood, without limiting the foregoing foregoing, that the Borrowers and Subsidiary Guarantors shall not apply be obligated to take any Excluded Subsidiary actions to perfect any Liens in the Collateral that is Intellectual Property arising, protected or otherwise existing under the laws of any jurisdiction outside of the United States). (b) If the Administrative Agent, the Collateral Agent or the Required Lenders determine that they are required by any Legal Requirements to have appraisals prepared in respect of the Real Property of any Excluded Borrower or Subsidiary or Guarantor constituting Collateral, the Borrowers and the Subsidiary Guarantors shall arrange for the Administrative Agent (at such Loan Parties’ expense) to obtain appraisals that satisfy the applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA and are otherwise in form and substance reasonably satisfactory to the Administrative Agent. (c) At the reasonable written request of any Excluded Property or any Excluded Equity Interestscounterparty to a Bank Product Agreement entered into after the Closing Date, (y) any the applicable Loan Party shall promptly execute an amendment to each Collateral Vessel Mortgage confirming that the obligations under such documents Bank Product Agreement are Secured Obligations under each Collateral Vessel Mortgage, and deliverables (other than certain mortgages of Material Property) cause the same to be promptly and duly recorded, and such amendment shall be governed by New York law in form and (z) no other perfection actions by “control” (except with respect to (I) Equity Interests and certain debt instruments and (II) Control Agreements required pursuant to Section 5.12), leasehold mortgages or landlord waivers, estoppels or collateral access letters shall be required to be taken or entered into hereunder or under any other Loan Document. Notwithstanding the foregoing or anything else herein or in any other Loan Document substance reasonably satisfactory to the contrary, in no event shall (A) the assets of any Excluded U.S. Subsidiary or Excluded Foreign Subsidiary (including the Equity Interests of any Subsidiary thereof) constitute security or secure, or such assets or the proceeds of such assets be required to be available for, payment of the Obligations, (B) more than sixty-five percent (65%) of the Voting Stock of any CFC Holding Company or Excluded Foreign Subsidiary, in each case, owned directly by a Credit Party required to be pledged to secure the Obligations or (C) any Equity Interests of subsidiary owned by any Excluded Foreign Subsidiary or Excluded U.S. Subsidiary (or any Subsidiary of any Excluded Foreign Subsidiary or Excluded U.S. Subsidiary) be required to be pledged to secure the ObligationsAdministrative Agent.

Security Interests; Further Assurances. Subject to the terms of the Security Documents, Section 5.10 and Section 5.15, promptly, upon the reasonable request of the Administrative Agent or the Collateral Agent Agent, (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Security Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or the Collateral Agent may reasonably request from time to time in order to carry out more effectively the purposes of this Agreement and the Security Documents; provided that, notwithstanding anything else contained herein or in any other Loan Document to the contrary, (w) neither the Borrower nor any Guarantor shall be required to make any filings or take any other actions to perfect the Lien on and security interest in any Intellectual Property (or to reimburse the Administrative Agent or Collateral Agent for any costs incurred in connection with the same) except for filings in the United States Patent and Trademark Office and the United States Copyright Office or by filing a UCC financing statement, (x) the foregoing shall not apply to any Excluded Subsidiary or Property of any Excluded Subsidiary or any Excluded Property or any Excluded Equity Interests, (y) any such documents and deliverables (other than certain mortgages of Material Property) shall be governed by New York law and (z) no other perfection actions by “control” (except with respect to (I) Equity Interests and certain debt instruments and (II) Deposit Account Control Agreements required pursuant to Section 5.12Agreements), leasehold mortgages or landlord waivers, estoppels or collateral access letters agreements shall be required to be taken or entered into hereunder or under any other Loan Document. Notwithstanding the foregoing or anything else herein or in any other Loan Document to the contrary, in no event shall (A) the assets of any Excluded U.S. Subsidiary CFC Holding Company or Excluded Foreign Subsidiary (including the Equity Interests of any Subsidiary thereof) CFC constitute security or secure, or such assets or the proceeds of such assets be required to be available for, payment of the Obligations, (B) more than sixty-five percent (65%) of the Voting Stock and one-hundred percent (100%) of the non-Voting Stock of any first-tier CFC Holding Company or Excluded Foreign Subsidiary, in each case, owned directly by a Credit Party required to be pledged to secure the Obligations CFC or (C) any Equity Interests of subsidiary owned by any Excluded Foreign Subsidiary direct or Excluded U.S. Subsidiary (or any indirect Subsidiary of any Excluded Foreign Subsidiary CFC Holding Company or Excluded U.S. Subsidiary) be required to be pledged to secure the ObligationsCFC.

Security Interests; Further Assurances. Subject to (a) Promptly, but in no event later than thirty days after the terms of the Security Documents, Section 5.10 and Section 5.15, promptly, upon the reasonable request of the Administrative Agent or the Collateral Agent (i) correct any material defect Lender, at Borrower’s expense, execute, acknowledge and deliver, or error that may be discovered in cause the execution, acknowledgmentacknowledgment and delivery of, filing and thereafter register, file or recordation of record, or cause to be registered, filed or recorded, in an appropriate governmental office, any Security Document or other document or instrument relating supplemental to or confirmatory of the Security Instruments or otherwise deemed by the Administrative Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby superior to and prior to the rights of all third Persons other than the holders of Liens permitted hereunder and subject to other Liens except as permitted by the Security Instruments, or obtain any Collateralconsents, including, without limitation, landlord or similar lien waivers and (ii) doconsents, executeas may be necessary or appropriate in connection therewith. Deliver or cause to be delivered to the Administrative Agent from time to time such other documentation, acknowledgeconsents, deliverauthorizations, record, re-record, file, re-file, register approvals and re-register any orders in form and all such further acts, deeds, certificates, assurances and other instruments substance reasonably satisfactory to the Administrative Agent as the Administrative Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Instruments. Upon the exercise by the Administrative Agent or the Collateral Lenders of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent or the Lenders may reasonably request from be so required to obtain. (b) In the case of the acquisition or creation of any new Subsidiary or the designation of a Subsidiary as a Material Subsidiary, subject to the time to time limitations in order to carry out more effectively Section 6.14, cause: (i) 100% of the purposes issued and outstanding Equity Interests of this Agreement and the Security Documentseach direct Domestic Subsidiary of a Loan Party; provided and (ii) 65% (or such greater percentage that, notwithstanding anything else contained herein or due to a change in any other Loan Document to an applicable Law after the contrarydate hereof, (x) the foregoing shall not apply to any Excluded Subsidiary or Property of any Excluded Subsidiary or any Excluded Property or any Excluded Equity Interests, (y) any such documents and deliverables (other than certain mortgages of Material Property) shall be governed by New York law and (z) no other perfection actions by “control” (except with respect to (I) Equity Interests and certain debt instruments and (II) Control Agreements required pursuant to Section 5.12), leasehold mortgages or landlord waivers, estoppels or collateral access letters shall be required to be taken or entered into hereunder or under any other Loan Document. Notwithstanding the foregoing or anything else herein or in any other Loan Document to the contrary, in no event shall (A) could not reasonably be expected to cause the assets undistributed earnings of any Excluded U.S. Subsidiary or Excluded such Foreign Subsidiary (including the Equity Interests of any Subsidiary thereof) constitute security or secure, or such assets or the proceeds of such assets be required as determined for United States federal income tax purposes to be available for, payment of the Obligations, treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (B) more than sixty-five percent (65%could not reasonably be expected to cause any adverse tax consequences) of the Voting Stock issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by a Loan Party; and (iii) 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by any CFC Holding Company or Excluded Foreign Subsidiary, Loan Party; in each case, owned directly by a Credit Party required to be pledged subject at all times to secure a first priority, perfected Lien in favor of the Obligations or (C) Administrative Agent pursuant to the terms and conditions of the Security Instruments, together with opinions of counsel and any Equity Interests of subsidiary owned by any Excluded Foreign Subsidiary or Excluded U.S. Subsidiary (or any Subsidiary of any Excluded Foreign Subsidiary or Excluded U.S. Subsidiary) be required filings and deliveries reasonably necessary in connection therewith to be pledged perfect the security interests therein, all in form and substance reasonably satisfactory to secure the ObligationsAdministrative Agent.

Security Interests; Further Assurances. Subject to the terms of the Security Documents, Section 5.10 and Section 5.15, promptly, upon the reasonable request of the Administrative Agent or the Collateral Agent (a) Promptly after (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation formation of any Security Document or other document or instrument relating to any CollateralFunding Trust, and (ii) dothe execution of any Funding Trust Loan Agreement, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or the Collateral Agent may reasonably request from time to time in order to carry out more effectively the purposes of this Agreement and the Security Documents; provided that, notwithstanding anything else contained herein or in any other Loan Document to the contrary, (xiii) the foregoing shall not apply to any Excluded Subsidiary or Property formation of any Excluded Subsidiary or any Excluded Property or any Excluded Equity Interests, (y) any such documents and deliverables (other than certain mortgages of Material Property) shall be governed by New York law and (z) no other perfection actions by “control” (except with respect to (I) Equity Interests and certain debt instruments and (II) Control Agreements required pursuant to Section 5.12), leasehold mortgages or landlord waivers, estoppels or collateral access letters shall be required to be taken or entered into hereunder or under any other Loan Document. Notwithstanding the foregoing or anything else herein or in any other Loan Document to the contrary, in no event shall (A) the assets of any Excluded U.S. Subsidiary or Excluded Foreign Subsidiary (including the Equity Interests of any Subsidiary thereof) constitute security or secure, or such assets or the proceeds of such assets be required to be available for, payment of the Obligations, (B) more than sixty-five percent (65%) of the Voting Stock of any CFC Holding Company or Excluded Foreign SubsidiaryDST, in each case, owned directly that would otherwise qualify under such definitions but for being listed on Schedule 1.01A, the Borrower shall give written notice thereof (which may be via email) to the LenderFrom time to time, in order to reduce the LTV Percentage to the Maintenance LTV Percentage or otherwise provide additional Collateral hereunder, the Borrower may request that any Funding Trust, Funding Trust Loan Agreement and/or DST be added to Schedule 1.01A, and if approved in writing by a Credit Party required Xxxxxx (which for the avoidance of doubt may be via email), from and after the date of such approval, Schedule 1.01A shall be deemed modified to include such Funding Trust, Funding Trust Loan Agreement and/or DST. Within thirty (30) days of such approval, the Borrower shall (and shall cause the Subsidiary Guarantors and/or DSTs) to execute and deliver Collateral Documents as may be pledged reasonably requested by Lender in order to secure cause (as applicable): (i) such Funding Trust Loan Agreement to constitute Collateral, (ii) such DST to become party to the Obligations or DST Guaranty, and/or (Ciii) any Equity Interests of subsidiary the applicable investment(s) owned by such DST to become subject to a valid, perfected first priority lien in favor of the Lender pursuant to the DST Security Agreement. (b) Execute and deliver any Excluded Foreign Subsidiary or Excluded U.S. Subsidiary and all further documents, financing statements, agreements and instruments, and take all such further actions (or any Subsidiary including the filing and recording of any Excluded Foreign Subsidiary or Excluded U.S. Subsidiary) financing statements and other documents), that may be required under any applicable Law, or that the Lender may reasonably request, in order to be pledged perfect and to secure maintain the Obligationsperfection and priority of the security interest of the Lender in the Borrower’s right, title and interest in the Collateral granted pursuant to the Security Documents, all at the Borrower’s expense.

Security Interests; Further Assurances. Subject to the terms of the Security Documents, Section 5.10 and Section 5.15, promptly, Promptly upon the reasonable request of the Administrative Agent or the Collateral Agent Agent, (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Security Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or the Collateral Agent may reasonably request from time to time in order to carry out more effectively the purposes of this Agreement and the Security Documents; provided that, notwithstanding anything else contained herein or in any other Loan Document to the contrary, in the case of Collateral provided by U.S. Credit Parties and assets located in or governed by the laws of the United States, any state thereof or the District of Columbia, (t) no action shall be required to be taken (I) in any jurisdiction other than the United States, and (II) with respect to any assets (including Intellectual Property) located or titled outside of, or governed by or arising under the laws of a jurisdiction outside of the United States, (u) there shall be no security agreements or pledge agreements governed under the laws of any jurisdiction other than the United States, and no Intellectual Property filings, searches or schedules in any jurisdiction other than the United States, (v) no notice to or consent from any Governmental Authority under the Federal Assignment of Claims Act (or any state equivalent thereof) shall be required, (w) there shall be no requirement to enter into any source code escrow arrangement, no obligation to apply for the registration of Intellectual Property in any jurisdiction, and no obligation to make any filings or take any actions to record or to perfect the Collateral Agent’s lien on or security interest in (I) any Intellectual Property other than UCC filings and the filing of documents effecting the recordation of security interests in the United States Copyright Office and United States Patent and Trademark Office or (II) any Intellectual Property subsisting outside of the United States; (x) the foregoing shall not apply to any Excluded Subsidiary or Property of any Excluded Subsidiary or any Excluded Property or any Excluded Equity Interests, (y) any such documents and deliverables (other than certain mortgages of Material Property) shall be governed by New York law (or, solely with respect to any Foreign Subsidiary that is an Excluded Subsidiary that the Borrower elects, in its sole discretion, to join as a Guarantor hereunder, the applicable laws of the jurisdiction of organization of such Foreign Subsidiary) and (z) no other perfection actions by “control” (except with respect to (I) Equity Interests and certain debt instruments and (II) Control Agreements required pursuant instruments), mortgage, deed of trust, deed to Section 5.12)secure debt, leasehold mortgages or landlord waivers, estoppels or collateral access letters agreements shall be required to be taken or entered into hereunder or under any other Loan Document. Notwithstanding the foregoing or anything else herein or in any other Loan Document to the contrarycontrary (unless otherwise elected by the Borrower in its sole discretion), in no event shall (A) the assets of any Excluded U.S. Subsidiary or Excluded Foreign Subsidiary (including the Equity Interests of any Subsidiary thereof) constitute security or secure, or such assets or the proceeds of such assets be required to be available for, payment of the Obligations, (B) more than sixty-five percent (65%) % of the Voting Stock of and 100% of the Equity Interests that are not Voting Stock of any CFC Holding Company FSHCO or Excluded Foreign SubsidiaryCFC, in each case, owned directly by a Credit Party be required to be pledged to secure the Obligations or (C) any Equity Interests of subsidiary any Subsidiary owned by any Excluded Foreign Subsidiary a CFC or Excluded U.S. Subsidiary (or any Subsidiary of any Excluded Foreign Subsidiary CFC or Excluded U.S. Subsidiary) be required to be pledged to secure the Obligations. Notwithstanding anything to the contrary, any failure to observe or perform any covenant, condition or agreement contained in this Section 5.11 that results in the Agent ceasing to have a perfected first priority security interest in the Collateral (subject to Permitted Liens) and that is due to the action/inaction of any Agent or any Lender shall not constitute a breach of this Section 5.11.

Security Interests; Further Assurances. Subject to the terms of the Security Documents, Section 5.10 and Section 5.15, promptly, upon the reasonable request of the Administrative Agent or the Collateral Agent Agent, (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Security Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or the Collateral Agent may reasonably request from time to time in order to carry out more effectively the purposes of this Agreement and the Security Documents; provided that, notwithstanding anything else contained herein or in any other Loan Document to the contrary, (w) neither the Borrower nor any Guarantor shall be required to make any filings or take any other actions to perfect the Lien on and security interest in any Intellectual Property (or to reimburse the Administrative Agent or Collateral Agent for any costs incurred in connection with the same) except for filings in the United States Patent and Trademark Office and the United States Copyright Office or by filing a UCC financing statement, (x) the foregoing shall not apply to any Excluded Subsidiary or Property of any Excluded Subsidiary or any Excluded Property or any Excluded Equity Interests, (y) any such documents and deliverables (other than certain mortgages of Material Property) shall be governed by New York law and (z) no other perfection actions by “control” (except with respect to (I) Equity Interests and certain debt instruments and (II) Deposit Account Control Agreements required pursuant to Section 5.12Agreements), leasehold mortgages or landlord waivers, estoppels or collateral access letters agreements shall be required to be taken or entered into hereunder or under any other Loan Document. Notwithstanding the foregoing or anything else herein or in any other Loan Document to the contrary, in no event shall (A) the assets of any Excluded U.S. Subsidiary CFC Holding Company or Excluded Foreign Subsidiary (including the Equity Interests of any Subsidiary thereof) CFC constitute security or secure, or such assets or the proceeds of such assets be required to be available for, payment of the Obligations, (B) more than sixty-five percent (65%) of the Voting Stock of any first-tier CFC Holding Company or Excluded Foreign Subsidiary, in each case, owned directly by a Credit Party required to be pledged to secure the Obligations CFC or (C) any Equity Interests of subsidiary owned by any Excluded Foreign Subsidiary direct or Excluded U.S. Subsidiary (or any indirect Subsidiary of any Excluded Foreign Subsidiary CFC Holding Company or Excluded U.S. Subsidiary) be required to be pledged to secure the ObligationsCFC.

Security Interests; Further Assurances. Subject to the terms of the Security Documents, Section 5.10 and Section 5.15, promptly, Promptly upon the reasonable request of the Administrative Agent or the Collateral Agent Agent, (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Security Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or the Collateral Agent or the Required Lenders may reasonably request from time to time in order to carry out more effectively the purposes of this Agreement and the Security Documents; provided that, notwithstanding anything else contained herein or in any other Loan Document to the contrary, in the case of Collateral provided by U.S. Credit Parties and assets located in or governed by the laws of the United States, any state thereof or the District of Columbia, (t) no action shall be required to be taken (I) in any jurisdiction other than the United States, and (II) with respect to any assets (including Intellectual Property) located or titled outside of, or governed by or arising under the laws of a jurisdiction outside of the United States, (u) there shall be no security agreements or pledge agreements governed under the laws of any jurisdiction other than the United States, and no Intellectual Property filings, searches or schedules in any jurisdiction other than the United States, (v) no notice to or consent from any Governmental Authority under the Federal Assignment of Claims Act (or any state equivalent thereof) shall be required, (w) there shall be no requirement to enter into any source code escrow arrangement, no obligation to apply for the registration of Intellectual Property in any jurisdiction, and no obligation to make any filings or take any actions to record or to perfect the Collateral Agent’s lien on or security interest in (I) any Intellectual Property other than UCC filings and the filing of documents effecting the recordation of security interests in the United States Copyright Office and United States Patent and Trademark Office or (II) any Intellectual Property subsisting outside of the United States; (x) the foregoing shall not apply to any Excluded Subsidiary or Property of any Excluded Subsidiary or any Excluded Property or any Excluded Equity Interests, (y) any such documents and deliverables (other than certain mortgages of Material Property) shall be governed by New York law and (z) no other perfection actions by “control” (except with respect to (I) Equity Interests and certain debt instruments and (II) Control Agreements required pursuant instruments), mortgage, deed of trust, deed to Section 5.12)secure debt, leasehold mortgages or landlord waivers, estoppels or collateral access letters agreements shall be required to be taken or entered into hereunder or under any other Loan Document; provided that with respect to any Foreign Subsidiary that is an Excluded Subsidiary that the Borrower elects, in its sole discretion, to add as a Guarantor hereunder, the provisions of Section 5.10 and any Agreed Security Principles applicable thereunder shall apply. Notwithstanding the foregoing or anything else herein or in any other Loan Document to the contrarycontrary (unless otherwise elected by the Borrower in its sole discretion), in no event shall (A) the assets of any Excluded U.S. Subsidiary or Excluded Foreign Subsidiary (including the Equity Interests of any Subsidiary thereof) constitute security or secure, or such assets or the proceeds of such assets be required to be available for, payment of the Obligations, (B) more than sixty-five percent (65%) % of the Voting Stock of and 100% of the Equity Interests that are not Voting Stock of any CFC Holding Company FSHCO or Excluded Foreign Subsidiary, in each case, owned directly by a Credit Party be required to be pledged to secure the Obligations or (C) any Equity Interests of subsidiary any Subsidiary owned by any Excluded an Foreign Subsidiary or Excluded U.S. Subsidiary (or any Subsidiary of any Excluded Foreign Subsidiary or Excluded U.S. Subsidiary) be required to be pledged to secure the Obligations. Notwithstanding anything to the contrary, any failure to observe or perform any covenant, condition or agreement contained in this Section 5.11 that results in the Agent ceasing to have a perfected second priority security interest in the Collateral (subject to Permitted Liens) and that is due to the action/inaction of any Agent or any Lender shall not constitute a breach of this Section 5.11. Notwithstanding anything to the contrary, so long as the First Lien Credit Agreement (or the documents evidencing any First Lien Credit Agreement Refinancing Indebtedness) remains outstanding, no Guarantees or Collateral shall be required to be provided by any Group Member in support of the Obligations, if and to the extent that the First Lien Administrative Agent (or the agent with respect to any such First Lien Credit Agreement Refinancing Indebtedness) determines that, pursuant to any provision in any First Lien Document (or, as applicable, the documents evidencing such First Lien Credit Agreement Refinancing Indebtedness) that exists in substantially the same form in both such documentation and this Agreement, no such Guarantees or Collateral is required to be provided thereunder; provided, that for the avoidance of doubt, this paragraph shall not apply to the release of any then existing Guarantees or Collateral.

Security Interests; Further Assurances. Subject to the terms of the Security Documents, Section 5.10 and Section 5.15, promptly, upon the reasonable request of the Administrative Agent or the Collateral Agent Agent, (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Security Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or the Collateral Agent may reasonably request from time to time in order to carry out more effectively the purposes of this Agreement and the Security Documents; provided that, notwithstanding anything else contained herein or in any other Loan Document to the contrary, (w) neither the Borrower nor any Guarantor shall be required to make any filings or take any other actions to perfect the Lien on and security interest in any Intellectual Property (or to reimburse the Administrative Agent or Collateral Agent for any costs incurred in connection with the same) except for filings in the United States Patent and Trademark Office and the United States Copyright Office or by filing a UCC financing statement, (x) the foregoing shall not apply to any Excluded Subsidiary or Property of any Excluded Subsidiary or any Excluded Property or any Excluded Equity Interests, (y) any such documents and deliverables (other than certain mortgages of Material Property) shall be governed by New York law and (z) no other perfection actions by “control” (except with respect to (I) Equity Interests and certain debt instruments and (II) Control Agreements required pursuant to Section 5.12instruments), leasehold mortgages or landlord waivers, estoppels or collateral access letters agreements shall be required to be taken or entered into hereunder or under any other Loan Document. Notwithstanding the foregoing or anything else herein or in any other Loan Document to the contrary, in no event shall (A) the assets of any Excluded U.S. Subsidiary CFC Holding Company or Excluded Foreign Subsidiary (including the Equity Interests of any Subsidiary thereof) CFC constitute security or secure, or such assets or the proceeds of such assets be required to be available for, payment of the Obligations, (B) more than sixty-five percent (65%) of the Voting Stock of any first-tier CFC Holding Company or Excluded Foreign Subsidiary, in each case, owned directly by a Credit Party required to be pledged to secure the Obligations CFC or (C) any Equity Interests of subsidiary owned by any Excluded Foreign Subsidiary direct or Excluded U.S. Subsidiary (or any indirect Subsidiary of any Excluded Foreign Subsidiary CFC Holding Company or Excluded U.S. Subsidiary) be required to be pledged to secure the ObligationsCFC.

Security Interests; Further Assurances. Subject to the terms of the Security Documents, Section 5.10 and Section 5.15, promptly(a) Promptly, upon the reasonable request of the Administrative Agent or the Collateral Agent (i) correct any material defect Revolver Agent, at the Borrower’s expense, execute, acknowledge and deliver, or error that may be discovered in cause the execution, acknowledgmentacknowledgment and delivery of, filing and thereafter register, file or recordation of record, or cause to be registered, filed or recorded, in an appropriate governmental office, any Security Document or other document or instrument relating supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Revolver Agent reasonably necessary or desirable for the continued validity, enforceability, perfection and priority of the Liens on the Collateral covered thereby subject to no other Liens (except Liens Permitted under Section 7.03), or obtain any Collateralconsents or waivers as may be necessary or appropriate in connection therewith. (b) From time to time execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and take all such further actsactions, deeds, certificates, assurances and other instruments as the Administrative Agent or the Collateral Revolver Agent may reasonably request from time to time in order to carry out more effectively for the purposes of implementing or effectuating the provisions of this Agreement and the Security Documents; provided that, notwithstanding anything else contained herein or in any other Loan Document to Documents, or of more fully perfecting or renewing the contrary, (x) rights of the foregoing shall not apply to any Excluded Subsidiary or Property of any Excluded Subsidiary or any Excluded Property or any Excluded Equity Interests, (y) any such documents Agents and deliverables (other than certain mortgages of Material Property) shall be governed by New York law and (z) no other perfection actions by “control” (except the Lenders with respect to the Collateral (I) Equity Interests and certain debt instruments and (II) Control Agreements required pursuant or with respect to Section 5.12), leasehold mortgages any additions thereto or landlord waivers, estoppels replacements or collateral access letters shall be required proceeds thereof or with respect to be taken or entered into hereunder or under any other Loan Document. Notwithstanding the foregoing property or anything else herein or in any other Loan Document to the contrary, in no event shall (A) the assets of any Excluded U.S. Subsidiary or Excluded Foreign Subsidiary (including the Equity Interests of any Subsidiary thereof) constitute security or secure, or such assets or the proceeds of such assets be required to be available for, payment of the Obligations, (B) more than sixty-five percent (65%) of the Voting Stock of any CFC Holding Company or Excluded Foreign Subsidiary, in each case, owned directly by a Credit Party required to be pledged to secure the Obligations or (C) any Equity Interests of subsidiary owned hereafter acquired by any Excluded Foreign Subsidiary or Excluded U.S. Subsidiary (Loan Party or any Subsidiary of any Excluded Foreign Subsidiary Loan Party which may be deemed to be part of the Collateral) pursuant hereto or Excluded U.S. Subsidiary) thereto. Upon the exercise by any Agent or any Lender of any power, right, privilege or remedy pursuant to this Agreement or the other Loan Documents which requires any consent, approval, recording qualification or authorization of any Governmental Authority, Holdings and the Borrower will execute and deliver, or will cause the execution and delivery of, all applications, certifications, instruments and other documents and papers that the Administrative Agent, the Revolver Agent or such Lenders may be required to be pledged to secure the Obligationsobtain from such Persons for such governmental consent, approval, recording, qualification or authorization.

Security Interests; Further Assurances. Subject to the terms of the Security Documents, Section 5.10 and Section 5.15, promptly, Promptly upon the reasonable request of the Administrative Agent or the Collateral Agent Agent, at the sole cost and expense of the Loan Parties, (i) correct any material defect execute, acknowledge and deliver, or error that may be discovered in cause the execution, acknowledgmentacknowledgment and delivery of, filing and thereafter register, file or recordation of record, or cause to be registered, filed or recorded, in an appropriate governmental office, any Security Document or other document or instrument relating supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent or the Collateral Agent reasonably necessary or desirable for the continued validity, enforceability, perfection and priority of the Liens on the Collateral intended to be covered by the Security Documents, subject to no other Liens except Permitted Liens (or, in the case of Collateral Vessels, Permitted Collateral Vessel Liens), or obtain any Collateral, consents or waivers as may be necessary or appropriate in connection therewith and (ii) dowithout limiting the generality of the foregoing, execute, acknowledgeif required, deliver, record, re-record, and file, re-fileor cause to be filed, register such financing or continuation statements under the UCC, or amendments thereto, such amendments or supplements to the Collateral Vessel Mortgages (including any amendments required to maintain the Liens granted by such Collateral Vessel Mortgages), and re-register any and all such further acts, deeds, certificates, assurances and other instruments or notices, as may be reasonably necessary, or that the Administrative Agent or the Collateral Agent may reasonably request from time require (subject to time any limitations that may be set forth in order to carry out more effectively the purposes of this Agreement and the Security Documents; provided that), notwithstanding anything else contained herein to protect and preserve the Liens granted or in any other Loan Document purported to be granted by the contrarySecurity Documents. Notwithstanding the foregoing, (x) the foregoing shall not apply to any Excluded Subsidiary or Property of any Excluded Subsidiary or any Excluded Property or any Excluded Equity Interests, (y) any such documents and deliverables (other than certain mortgages of Material Property) shall be governed by New York law and (z) no other perfection actions by “control” (except with respect to (I) Equity Interests Intellectual Property, the Borrowers and certain debt instruments and (II) Control Agreements required pursuant to Section 5.12), leasehold mortgages or landlord waivers, estoppels or collateral access letters Subsidiary Guarantors shall only be required to be taken or entered into hereunder or under any other Loan Document. Notwithstanding file and record Intellectual Property security agreements with respect to material Intellectual Property in the foregoing or anything else herein United States Patent and Trademark Office or in the United States Copyright Office, as applicable (it being understood, without limiting the foregoing, that the Borrowers and Subsidiary Guarantors shall not be obligated to record any other Loan Document to such grant of security interest in the contrary, in no event shall (A) the assets of Collateral that is Intellectual Property issued by or pending before any Excluded U.S. Subsidiary or Excluded Foreign Subsidiary (including the Equity Interests of any Subsidiary thereof) constitute security or secure, or such assets or the proceeds of such assets be required to be available for, payment jurisdiction outside of the Obligations, (B) more than sixty-five percent (65%) of the Voting Stock of any CFC Holding Company or Excluded Foreign Subsidiary, in each case, owned directly by a Credit Party required to be pledged to secure the Obligations or (C) any Equity Interests of subsidiary owned by any Excluded Foreign Subsidiary or Excluded U.S. Subsidiary (or any Subsidiary of any Excluded Foreign Subsidiary or Excluded U.S. Subsidiary) be required to be pledged to secure the ObligationsUnited States).

Security Interests; Further Assurances. Subject to the terms of the Security Documents, Section 5.10 and Section 5.15, promptly, upon the reasonable request of the Administrative Agent or the Collateral Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Security Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or the Collateral Agent may reasonably request from time to time in order to carry out more effectively the purposes of this Agreement and the Security DocumentsDocument; provided that, notwithstanding anything else contained herein or in any other Loan Document to the contrary, (x) the foregoing shall not apply to any Excluded Subsidiary or Property of any Excluded Subsidiary or any Excluded Property or any Excluded Equity Interests, (y) any such documents and deliverables (other than certain mortgages of Material Property) shall be governed by New York law and (z) no other perfection actions by “control” (except with respect to (I) Equity Interests and certain debt instruments and (II) Control Agreements required pursuant to Section 5.12instruments), leasehold mortgages or landlord waivers, estoppels or collateral access letters agreements shall be required to be taken or entered into hereunder or under any other Loan Document. Notwithstanding the foregoing or anything else herein or in any other Loan Document to the contrary, in no event shall (A) the assets of any Excluded U.S. Subsidiary or Excluded Foreign Subsidiary (including the Equity Interests of any Subsidiary thereof) constitute security or secure, or such assets or the proceeds of such assets be required to be available for, payment of the Obligations, (B) more than sixty-five percent (65%) of the Voting Stock of any CFC Holding Company or Excluded Foreign Subsidiary, in each case, owned directly by a Credit Party required to be pledged to secure the Obligations or (C) any Equity Interests of any subsidiary owned by any Excluded Foreign Subsidiary or Excluded U.S. Subsidiary (or any Subsidiary of any Excluded Foreign Subsidiary or Excluded U.S. Subsidiary) be required to be pledged to secure the Obligations.

Security Interests; Further Assurances. Subject to the terms of the Security Documents, Section 5.10 and Section 5.15, promptly, upon the reasonable request of the Administrative Agent or the Collateral Agent Agent, (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Security Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or the Collateral Agent may reasonably request from time to time in order to carry out more effectively the purposes of this Agreement and the Security Documents; provided that, notwithstanding anything else contained herein or in any other Loan Document to the contrary, (w) neither the Borrower nor any Guarantor shall be required to make any filings or take any other actions to perfect the Lien on and security interest in any Intellectual Property (or to reimburse the Administrative Agent or Collateral Agent for any costs incurred in connection with the same) except for filings in the United States Patent and Trademark Office and the United States Copyright Office or by filing a UCC financing statement, (x) the foregoing shall not apply to any Excluded Subsidiary or Property of any Excluded Subsidiary or any Excluded Property or any Excluded Equity Interests, (y) any such documents and deliverables (other than certain mortgages of Material Property) shall be governed by New York law and (z) no other perfection actions by “control” (except with respect to (I) Equity Interests and certain debt instruments and (II) Control Agreements required pursuant to Section 5.12instruments), leasehold mortgages or landlord waivers, estoppels or collateral access letters agreements shall be required to be taken or entered into hereunder or under any other Loan Document. Notwithstanding the foregoing or anything else herein or in any other Loan Document to the contrary, in no event shall (A) the assets of any Excluded U.S. Subsidiary CFC Holding Company or Excluded Foreign Subsidiary (including the Equity Interests of any Subsidiary thereof) CFC constitute security or secure, or such assets or the proceeds of such assets be required to be available for, payment of the Obligations, (B) more than sixty-five percent (65%) of the Voting Stock of any first-tier CFC Holding Company or Excluded Foreign Subsidiary, in each case, owned directly by a Credit Party required to be pledged to secure the Obligations CFC or (C) any Equity Interests of subsidiary owned by any Excluded Foreign Subsidiary direct or Excluded U.S. Subsidiary (or any indirect Subsidiary of any Excluded Foreign Subsidiary CFC Holding Company or Excluded U.S. Subsidiary) be required to be pledged to secure the ObligationsCFC. Section 5.12 [Reserved].

Security Interests; Further Assurances. Subject to the terms of the Security Documents, Section 5.10 and Section 5.15, promptly, Promptly upon the reasonable request of by the Administrative Agent or the Collateral Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Security Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or the Collateral Agent may reasonably request from time to time in order to carry out more effectively the purposes of this Agreement and the Security Documents; provided that, notwithstanding anything else contained herein or in any other Loan Document to the contrary, (x) the foregoing shall not apply to any Excluded Subsidiary or Property of any Excluded Subsidiary or any Excluded Property or any Excluded Equity InterestsProperty, (y) any such documents and deliverables (other than certain mortgages of Material Property) shall be governed by New York law and (z) no other perfection actions by “control” (except with respect to (I) Equity Interests and certain debt instruments and (II) Control Agreements required pursuant to Section 5.12instruments), leasehold mortgages or landlord waivers, estoppels or collateral access letters shall be required to be taken or entered into hereunder or under any other Loan Document. Notwithstanding the foregoing or anything else herein or in any other Loan Document to the contrary, in no event shall (A) the assets of any Excluded U.S. Subsidiary or Excluded Foreign Subsidiary CFC (including the Equity Interests of any Subsidiary thereof) constitute security or secure, or such assets or the proceeds of such assets be required to be available for, payment of the Obligations, (B) more than sixty-five percent (65%) of the Voting Stock of any CFC Holding Company or Excluded Foreign SubsidiaryCFC, in each case, owned directly by a Credit Party be required to be pledged to secure the Obligations or (C) any Equity Interests of subsidiary any Subsidiary owned by any Excluded Foreign Subsidiary a CFC or Excluded U.S. Subsidiary (or any Subsidiary of any Excluded Foreign Subsidiary CFC or Excluded U.S. Subsidiary) be required to be pledged to secure the Obligations.

Security Interests; Further Assurances. Subject to the terms of the Security Documents, Section 5.10 and Section 5.15, promptly, Promptly upon the reasonable request of the Administrative Agent or the Collateral Agent Agent, (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Security Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or the Collateral Agent or the Required Lenders may reasonably request from time to time in order to carry out more effectively the purposes of this Agreement and the Security Documents; provided that, notwithstanding anything else contained herein or in any other Loan Document to the contrary, (x) in the foregoing shall not apply to case of Collateral provided by U.S. Credit Parties and assets located in or governed by the laws of the United States, any Excluded Subsidiary state thereof or Property the District of any Excluded Subsidiary or any Excluded Property or any Excluded Equity InterestsColumbia, (y) any such documents and deliverables (other than certain mortgages of Material Property) shall be governed by New York law and (zt) no other perfection actions by “control” (except with respect to (I) Equity Interests and certain debt instruments and (II) Control Agreements required pursuant to Section 5.12), leasehold mortgages or landlord waivers, estoppels or collateral access letters action shall be required to be taken or entered into hereunder or under any other Loan Document. Notwithstanding the foregoing or anything else herein or (I) in any jurisdiction other Loan Document than the United States, and (II) with respect to any assets (including Intellectual Property) located or titled outside of, or governed by or arising under the contrarylaws of a jurisdiction outside of the United States, in (u) there shall be no event shall (A) security agreements or pledge agreements governed under the assets laws of any Excluded U.S. Subsidiary jurisdiction other than the United States, and no Intellectual Property filings, searches or Excluded Foreign Subsidiary (including schedules in any jurisdiction other than the Equity Interests of any Subsidiary thereof) constitute security or secure, or such assets or the proceeds of such assets be required to be available for, payment of the ObligationsUnited States, (Bv) more than sixty-five percent (65%) no notice to or consent from any Governmental Authority under the Federal Assignment of the Voting Stock of any CFC Holding Company or Excluded Foreign Subsidiary, in each case, owned directly by a Credit Party required to be pledged to secure the Obligations or (C) any Equity Interests of subsidiary owned by any Excluded Foreign Subsidiary or Excluded U.S. Subsidiary Claims Act (or any Subsidiary state equivalent thereof) shall be required, (w) there shall be no requirement to enter into any source code escrow arrangement, no obligation to apply for the registration of Intellectual Property in any Excluded Foreign Subsidiary jurisdiction, and no obligation to make any filings or Excluded U.S. Subsidiarytake any actions to record or to perfect the Collateral Agent’s lien on or security interest in (I) be required to be pledged to secure any Intellectual Property other than UCC filings and the Obligations.filing of documents effecting the recordation of security interests in the United States Copyright Office and United States Patent and Trademark Office or

Security Interests; Further Assurances. Subject From time to the terms of the Security Documentstime execute and deliver, Section 5.10 or cause to be executed and Section 5.15delivered, promptlysuch additional instruments, upon the reasonable request of the Administrative Agent certificates or the Collateral Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Security Document or other document or instrument relating to any Collateraldocuments, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and take all such further actsactions, deeds, certificates, assurances and other instruments as the Administrative Agent may deem necessary or desirable for the continued validity, perfection and priority of the Lien of the Collateral Agent may reasonably request from time on the Collateral (or with respect to time in order any additions thereto or replacements or proceeds or products thereof which do not constitute Excluded Property, Excluded Real Property or other property with respect to carry out more effectively which the purposes Loan Documents do not require the Collateral Agent to have a security interest) pursuant hereto or thereto. Upon the exercise by the Administrative Agent, Collateral Agent or any Secured Party of any power, right, privilege or remedy pursuant to this Agreement or the other Loan Documents which requires any consent, approval, recording, qualification or authorization of any Governmental Authority following the occurrence and during the Security Documents; provided continuance of an Event of Default, Borrower shall, or shall cause any other applicable Loan Party to, execute and deliver, or will cause the execution and delivery of, all applications, certifications, instruments and other documents and papers that the Administrative Agent, Collateral Agent or such Secured Party may be required to obtain from Borrower or the applicable Loan Party for such governmental consent, approval, recording, qualification or authorization. In the event that, notwithstanding anything else the covenants contained herein or in Section 6.02, a Lien not otherwise permitted under this Agreement shall encumber the Mortgaged Property, any other item of Collateral or any portion thereof (or a mechanic’s or materialmen’s claim of lien shall be filed or otherwise asserted against the Mortgaged Property, any other item of Collateral or any portion thereof), the relevant Loan Document Party shall promptly discharge or cause to be discharged by payment to the contrarylienor or lien claimant or promptly secure removal by bonding or deposit with the county clerk or otherwise or, at the Administrative Agent’s option, and if obtainable promptly obtain title insurance against, any such Lien or mechanics’ or materialmen’s claims of lien filed or otherwise asserted against the Mortgaged Property or such other item of Collateral or any portion thereof within 60 days after the date of notice thereof (xwhich period the Administrative Agent may extend in its sole discretion so long as the relevant Loan Party is diligently pursuing such actions); provided, that the provisions of this Section 5.12 (and compliance therewith) the foregoing shall not apply be deemed to any Excluded Subsidiary or Property constitute a waiver of any Excluded Subsidiary of the provisions of Section 6.02. Each of the Loan Parties shall fully preserve the Lien and the priority (subject to Permitted Liens) of each of the Mortgages and the other Security Documents without cost or expense to the Administrative Agent, the Collateral Agent or the Secured Parties. If any Excluded Property Loan Party fails to promptly discharge, remove or bond off any Excluded Equity InterestsLien on the Collateral which is not a Permitted Lien and which is not being contested by the applicable Loan Party in good faith by appropriate proceedings promptly instituted and diligently conducted, (y) within 90 days after the receipt of notice thereof from the Administrative Agent, then the Administrative Agent may, but shall not be required to, procure the release and discharge of such Lien, and in furtherance thereof may, in its sole discretion, effect any such documents and deliverables (other than certain mortgages settlement or compromise with the lienor or lien claimant or post any bond or furnish any security or indemnity as the Administrative Agent, in its sole discretion, may elect. In settling, compromising or arranging for the discharge of Material Property) shall be governed by New York law and (z) no other perfection actions by “control” (except with respect to (I) Equity Interests and certain debt instruments and (II) Control Agreements required pursuant to any Liens or claims of Liens under this Section 5.12), leasehold mortgages or landlord waivers, estoppels or collateral access letters the Administrative Agent shall not be required to be taken establish or entered into hereunder confirm the validity or under any other Loan Documentamount of the Lien or the claim. Notwithstanding the foregoing Borrower agrees that all costs and expenses reasonably expended or anything else herein or in any other Loan Document otherwise incurred pursuant to the contrary, in no event shall (A) the assets of any Excluded U.S. Subsidiary or Excluded Foreign Subsidiary this Section 5.12 (including reasonable attorneys’ fees and disbursements) by the Equity Interests of any Subsidiary thereof) constitute security or secureAdministrative Agent, or such assets or the proceeds of such assets be required to be available for, payment of the Obligations, (B) more than sixty-five percent (65%) of the Voting Stock of any CFC Holding Company or Excluded Foreign Subsidiary, in each case, owned directly by a Credit Party required to be pledged to secure the Obligations or (C) any Equity Interests of subsidiary owned by any Excluded Foreign Subsidiary or Excluded U.S. Subsidiary (Collateral Agent or any Subsidiary of any Excluded Foreign Subsidiary or Excluded U.S. Subsidiary) Secured Party shall constitute Obligations and shall be required to be pledged to secure paid by Borrower in accordance with the Obligationsterms hereof.