Common use of Security Interests; Further Assurances Clause in Contracts

Security Interests; Further Assurances. Subject to the terms of the Intercreditor Agreements, promptly, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), that may be required under any Applicable Law, or which any Agent or the Required Lenders shall reasonably request, to effectuate the transactions contemplated by the Loan Documents or to grant, preserve, protect or perfect the Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien, all at the expense of the Loan Parties (to the extent required by this Agreement). The Loan Parties also agree to provide each Agent, from time to time upon the reasonably request of any Agent, evidence reasonably satisfactory to each such Agent as to the perfection and priority of the Liens created or intended to be created by the Security Documents. Prior to the Discharge of the ABL Credit Agreement Obligations, (i) the requirements of this Section 6.11 to deliver any Collateral constituting ABL Priority Collateral to the Collateral Agent shall be deemed satisfied by the delivery of such Collateral to the ABL Collateral Agent as bailee for the Collateral Agent pursuant to the ABL Intercreditor Agreement and (ii) solely in the case of any property that constitutes ABL Priority Collateral, the Borrower shall, and shall cause each domestic Subsidiary to, comply with the requirements of this Section 6.11 with respect to the Obligations hereunder only to the same extent that the Borrower and such Subsidiaries are required to comply with provisions analogous to this Section 6.11 with respect to the ABL Credit Agreement Obligations in the ABL Credit Agreement, other than with respect to the Canadian Pledge, the Xxxxxxxx Collateral and the Specified Real Property after the Springing Covenant Trigger Date.

Security Interests; Further Assurances. Subject to the terms of the Intercreditor AgreementsSecurity Documents, Section 5.10 and Section 5.15, promptly, execute 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 further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements acts, deeds, certificates, assurances and other documents), that may be required under any Applicable Law, or which any instruments as the Administrative Agent or the Required Lenders shall Collateral Agent may reasonably request, to effectuate the transactions contemplated by the Loan Documents or to grant, preserve, protect or perfect the Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien, all at the expense of the Loan Parties (to the extent required by this Agreement). The Loan Parties also agree to provide each Agent, request from time to time upon in order to carry out more effectively the reasonably request purposes of any Agent, evidence reasonably satisfactory to each such Agent as to the perfection this Agreement and priority of the Liens created or intended to be created by the Security Documents. Prior ; provided that, notwithstanding anything else contained herein or in any other Loan Document to the Discharge 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 139 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 ABL Credit Agreement Obligations, (iB) more than sixty-five percent (65%) of the requirements of this Section 6.11 to deliver any Collateral constituting ABL Priority Collateral to the Collateral Agent shall be deemed satisfied by the delivery of such Collateral to the ABL Collateral Agent as bailee for the Collateral Agent pursuant to the ABL Intercreditor Agreement and (ii) solely in the case Voting Stock of any property that constitutes ABL Priority CollateralCFC Holding Company or Excluded Foreign Subsidiary, the Borrower shallin each case, and shall cause each domestic Subsidiary to, comply with the requirements of this Section 6.11 with respect owned directly by a Credit Party required to be pledged to secure the Obligations hereunder only to the same extent that the Borrower and such Subsidiaries are 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 comply with provisions analogous be pledged to this Section 6.11 with respect to secure the ABL Credit Agreement Obligations in the ABL Credit Agreement, other than with respect to the Canadian Pledge, the Xxxxxxxx Collateral and the Specified Real Property after the Springing Covenant Trigger DateObligations.

Security Interests; Further Assurances. Subject to the terms of the Intercreditor AgreementsSecurity Documents, Section 5.10 and Section 5.15, promptly, execute 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 further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements acts, deeds, certificates, assurances and other documents), that may be required under any Applicable Law, or which any instruments as the Administrative Agent or the Required Lenders shall Collateral Agent may reasonably request, to effectuate the transactions contemplated by the Loan Documents or to grant, preserve, protect or perfect the Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien, all at the expense of the Loan Parties (to the extent required by this Agreement). The Loan Parties also agree to provide each Agent, request from time to time upon in order to carry out more effectively the reasonably request purposes of any Agent, evidence reasonably satisfactory to each such Agent as to the perfection this Agreement and priority of the Liens created or intended to be created by the Security Documents. Prior ; provided that, notwithstanding anything else contained herein or in any other Loan Document to the Discharge 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 ABL Credit Agreement Obligations, (iB) more than sixty-five percent (65%) of the requirements of this Section 6.11 to deliver any Collateral constituting ABL Priority Collateral to the Collateral Agent shall be deemed satisfied by the delivery of such Collateral to the ABL Collateral Agent as bailee for the Collateral Agent pursuant to the ABL Intercreditor Agreement and (ii) solely in the case Voting Stock of any property that constitutes ABL Priority CollateralCFC Holding Company or Excluded Foreign Subsidiary, the Borrower shallin each case, and shall cause each domestic Subsidiary to, comply with the requirements of this Section 6.11 with respect owned directly by a Credit Party required to be pledged to secure the Obligations hereunder only to the same extent that the Borrower and such Subsidiaries are 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 comply with provisions analogous be pledged to this Section 6.11 with respect to secure the ABL Credit Agreement Obligations in the ABL Credit Agreement, other than with respect to the Canadian Pledge, the Xxxxxxxx Collateral and the Specified Real Property after the Springing Covenant Trigger DateObligations.

Security Interests; Further Assurances. Subject to Promptly upon the terms reasonable request of the Intercreditor AgreementsAdministrative Agent or the Collateral Agent, promptly(i) correct any material defect or error that may be discovered in the execution, execute 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 further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements acts, deeds, certificates, assurances and other documents), that may be required under any Applicable Law, instruments as the Administrative Agent or which any the Collateral Agent or the Required Lenders shall may reasonably request, to effectuate the transactions contemplated by the Loan Documents or to grant, preserve, protect or perfect the Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien, all at the expense of the Loan Parties (to the extent required by this Agreement). The Loan Parties also agree to provide each Agent, request from time to time upon in order to carry out more effectively the reasonably request purposes of any Agent, evidence reasonably satisfactory to each such Agent as to the perfection this Agreement and priority of the Liens created or intended to be created by the Security Documents. Prior ; provided that, notwithstanding anything else contained herein or in any other Loan Document to the Discharge of the ABL Credit Agreement Obligationscontrary, (i) the requirements of this Section 6.11 to deliver any Collateral constituting ABL Priority Collateral to the Collateral Agent shall be deemed satisfied by the delivery of such Collateral to the ABL Collateral Agent as bailee for the Collateral Agent pursuant to the ABL Intercreditor Agreement and (ii) solely 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 property 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 shall be governed by New York law and (z) no perfection actions by “control” (except with respect to Equity Interests and certain debt instruments), mortgage, deed of trust, deed to secure debt, leasehold mortgages or landlord waivers, estoppels or collateral access agreements shall be required to be entered into hereunder or under any other Loan Document; provided that constitutes ABL Priority Collateralwith 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 contrary (unless otherwise elected by the Borrower shallin its sole discretion), in no event shall (A) the assets of any Excluded U.S. Subsidiary or 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 65% of the Voting Stock of and 100% of the Equity Interests that are not Voting Stock of any FSHCO or 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 any Subsidiary owned by an Foreign Subsidiary or Excluded U.S. Subsidiary (or any Subsidiary of any 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 cause each domestic Subsidiary to, comply with the requirements not constitute a breach of this Section 6.11 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 Obligations hereunder only 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 same extent that the Borrower and such Subsidiaries are required to comply with provisions analogous to this Section 6.11 with respect to the ABL Credit Agreement Obligations in the ABL Credit Agreement, other than with respect to the Canadian Pledge, the Xxxxxxxx Collateral and the Specified Real Property after the Springing Covenant Trigger Daterelease of any then existing Guarantees or Collateral.

Security Interests; Further Assurances. Subject From time to the terms of the Intercreditor Agreementstime execute and deliver, promptlyor cause to be executed and delivered, execute any and all further such additional instruments, certificates or documents, financing statements, agreements and instruments, and take all such further actions (including actions, as the filing and recording of financing statements and other documents)Administrative Agent may deem necessary or desirable for the continued validity, that may be required under any Applicable Law, or which any Agent or the Required Lenders shall reasonably request, to effectuate the transactions contemplated by the Loan Documents or to grant, preserve, protect or perfect the Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien, all at the expense of the Loan Parties (to the extent required by this Agreement). The Loan Parties also agree to provide each Agent, from time to time upon the reasonably request of any Agent, evidence reasonably satisfactory to each such Agent as to the perfection and priority of the Liens created Lien of the Collateral Agent on the Collateral (or intended with respect to 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 which the 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 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 the covenants contained 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 Party shall promptly discharge or cause to be created discharged by the Security Documents. Prior payment to the Discharge lienor 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 ABL Credit Agreement ObligationsMortgaged Property or such other item of Collateral or any portion thereof within 60 days after the date of notice thereof (which period the Administrative Agent may extend in its sole discretion so long as the relevant Loan Party is diligently pursuing such actions); provided, (i) that the requirements provisions of this Section 6.11 5.12 (and compliance therewith) shall not be deemed to deliver constitute a waiver of any Collateral constituting ABL Priority Collateral 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 shall be deemed satisfied or the Secured Parties. If any Loan Party fails to promptly discharge, remove or bond off any Lien on the Collateral which is not a Permitted Lien and which is not being contested by the delivery applicable Loan Party in good faith by appropriate proceedings promptly instituted and diligently conducted, 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 Collateral Lien, and in furtherance thereof may, in its sole discretion, effect any 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 any Liens or claims of Liens under this Section 5.12, the Administrative Agent shall not be required to establish or confirm the ABL Collateral Agent as bailee for validity or amount of the Lien or the claim. Borrower agrees that all costs and expenses reasonably expended or otherwise incurred pursuant to this Section 5.12 (including reasonable attorneys’ fees and disbursements) by the Administrative Agent, the Collateral Agent pursuant to the ABL Intercreditor Agreement and (ii) solely in the case of or any property that constitutes ABL Priority Collateral, the Borrower shall, Secured Party shall constitute Obligations and shall cause each domestic Subsidiary to, comply be paid by Borrower in accordance with the requirements of this Section 6.11 with respect to the Obligations hereunder only to the same extent that the Borrower and such Subsidiaries are required to comply with provisions analogous to this Section 6.11 with respect to the ABL Credit Agreement Obligations in the ABL Credit Agreement, other than with respect to the Canadian Pledge, the Xxxxxxxx Collateral and the Specified Real Property after the Springing Covenant Trigger Dateterms hereof.

Security Interests; Further Assurances. Subject to Promptly upon the terms reasonable request of the Intercreditor AgreementsAdministrative Agent or the Collateral Agent, promptly(i) correct any material defect or error that may be discovered in the execution, execute 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 further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements acts, deeds, certificates, assurances and other documents), that may be required under any Applicable Law, instruments as the Administrative Agent or which any the Collateral Agent or the Required Lenders shall may reasonably request, to effectuate the transactions contemplated by the Loan Documents or to grant, preserve, protect or perfect the Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien, all at the expense of the Loan Parties (to the extent required by this Agreement). The Loan Parties also agree to provide each Agent, request from time to time upon in order to carry out more effectively the reasonably request purposes of any Agent, evidence reasonably satisfactory to each such Agent as to the perfection this Agreement and priority of the Liens created or intended to be created by the Security Documents. Prior ; provided that, notwithstanding anything else contained herein or in any other Loan Document to the Discharge of the ABL Credit Agreement Obligationscontrary, (i) the requirements of this Section 6.11 to deliver any Collateral constituting ABL Priority Collateral to the Collateral Agent shall be deemed satisfied by the delivery of such Collateral to the ABL Collateral Agent as bailee for the Collateral Agent pursuant to the ABL Intercreditor Agreement and (ii) solely 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 property that constitutes ABL Priority Collateralstate thereof or the District of Columbia, (t) no action shall be required to be taken (I) in any jurisdiction other than the Borrower shallUnited States, and shall cause each domestic Subsidiary to, comply with the requirements of this Section 6.11 (II) with respect to any assets (including Intellectual Property) located or titled outside of, or governed by or arising under the Obligations hereunder only 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 same extent that 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 Borrower registration of Intellectual Property in any jurisdiction, and such Subsidiaries are required no obligation to comply with provisions analogous make any filings or take any actions to this Section 6.11 with respect record or to perfect the ABL Credit Agreement Obligations 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 ABL Credit Agreement, other than with respect to the Canadian Pledge, the Xxxxxxxx Collateral United States Copyright Office and the Specified Real Property after the Springing Covenant Trigger Date.United States Patent and Trademark Office or

Security Interests; Further Assurances. Subject to the terms of the Intercreditor AgreementsSecurity Documents, Section 5.10 and Section 5.15, promptly, execute 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 further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements acts, deeds, certificates, assurances and other documents), that may be required under any Applicable Law, or which any instruments as the Administrative Agent or the Required Lenders shall Collateral Agent may reasonably request, to effectuate the transactions contemplated by the Loan Documents or to grant, preserve, protect or perfect the Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien, all at the expense of the Loan Parties (to the extent required by this Agreement). The Loan Parties also agree to provide each Agent, request from time to time upon in order to carry out more effectively the reasonably request purposes of any Agent, evidence reasonably satisfactory to each such Agent as to the perfection this Agreement and priority of the Liens created or intended to be created by the Security Documents. Prior ; provided that, notwithstanding anything else contained herein or in any other Loan Document to the Discharge 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 Equity Interests and certain debt instruments and Deposit Account Control Agreements), leasehold mortgages or landlord waivers, estoppels or collateral access 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 CFC Holding Company or CFC constitute security or secure, or such assets or the proceeds of such assets be required to be available for, payment of the ABL Credit Agreement Obligations, (iB) more than sixty-five percent (65%) of the requirements of this Section 6.11 to deliver any Collateral constituting ABL Priority Collateral to the Collateral Agent shall be deemed satisfied by the delivery of such Collateral to the ABL Collateral Agent as bailee for the Collateral Agent pursuant to the ABL Intercreditor Agreement and (ii) solely in the case Voting Stock of any property that constitutes ABL Priority Collateral, the Borrower shall, and shall cause each domestic first-tier CFC Holding Company or CFC or (C) any Equity Interests of any direct or indirect Subsidiary to, comply with the requirements of this Section 6.11 with respect to the Obligations hereunder only to the same extent that the Borrower and such Subsidiaries are required to comply with provisions analogous to this Section 6.11 with respect to the ABL Credit Agreement Obligations in the ABL Credit Agreement, other than with respect to the Canadian Pledge, the Xxxxxxxx Collateral and the Specified Real Property after the Springing Covenant Trigger Dateany CFC Holding Company or CFC.

Security Interests; Further Assurances. Subject to Promptly upon the terms reasonable request of the Intercreditor AgreementsAdministrative Agent or the Collateral Agent, promptly(i) correct any material defect or error that may be discovered in the execution, execute 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 further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements acts, deeds, certificates, assurances and other documents), that may be required under any Applicable Law, or which any instruments as the Administrative Agent or the Required Lenders shall Collateral Agent may reasonably request, to effectuate the transactions contemplated by the Loan Documents or to grant, preserve, protect or perfect the Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien, all at the expense of the Loan Parties (to the extent required by this Agreement). The Loan Parties also agree to provide each Agent, request from time to time upon in order to carry out more effectively the reasonably request purposes of any Agent, evidence reasonably satisfactory to each such Agent as to the perfection this Agreement and priority of the Liens created or intended to be created by the Security Documents. Prior ; provided that, notwithstanding anything else contained herein or in any other Loan Document to the Discharge of the ABL Credit Agreement Obligationscontrary, (i) the requirements of this Section 6.11 to deliver any Collateral constituting ABL Priority Collateral to the Collateral Agent shall be deemed satisfied by the delivery of such Collateral to the ABL Collateral Agent as bailee for the Collateral Agent pursuant to the ABL Intercreditor Agreement and (ii) solely 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 property 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 shall be governed by New York law (or, solely with respect to any Foreign Subsidiary that constitutes ABL Priority Collateralis 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 perfection actions by “control” (except with respect to Equity Interests and certain debt instruments), mortgage, deed of trust, deed to secure debt, leasehold mortgages or landlord waivers, estoppels or collateral access agreements shall be required to be 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 (unless otherwise elected by the Borrower shallin 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 65% of the Voting Stock of and 100% of the Equity Interests that are not Voting Stock of any FSHCO or CFC, in each case, owned directly by a Credit Party be required to be pledged to secure the Obligations or (C) any Equity Interests of any Subsidiary owned by a CFC or Excluded U.S. Subsidiary (or any Subsidiary of any 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 cause each domestic Subsidiary to, comply with the requirements not constitute a breach of this Section 6.11 with respect to the Obligations hereunder only to the same extent that the Borrower and such Subsidiaries are required to comply with provisions analogous to this Section 6.11 with respect to the ABL Credit Agreement Obligations in the ABL Credit Agreement, other than with respect to the Canadian Pledge, the Xxxxxxxx Collateral and the Specified Real Property after the Springing Covenant Trigger Date5.11.

Security Interests; Further Assurances. Subject to the terms of the Intercreditor AgreementsSecurity Documents, Section 5.10 and Section 5.15, promptly, execute 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 further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements acts, deeds, certificates, assurances and other documents), that may be required under any Applicable Law, or which any instruments as the Administrative Agent or the Required Lenders shall Collateral Agent may reasonably request, to effectuate the transactions contemplated by the Loan Documents or to grant, preserve, protect or perfect the Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien, all at the expense of the Loan Parties (to the extent required by this Agreement). The Loan Parties also agree to provide each Agent, request from time to time upon in order to carry out more effectively the reasonably request purposes of this Agreement and the Security Document; 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 AgentExcluded Subsidiary or any Excluded Property or any Excluded Equity Interests, evidence reasonably satisfactory (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 each such Agent as Equity Interests and certain debt instruments), leasehold mortgages or landlord waivers, estoppels or collateral access 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 perfection and priority 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 Liens created or intended to be created by the Security Documents. Prior to the Discharge of the ABL Credit Agreement Obligations, (iB) more than sixty-five percent (65%) of the requirements of this Section 6.11 to deliver any Collateral constituting ABL Priority Collateral to the Collateral Agent shall be deemed satisfied by the delivery of such Collateral to the ABL Collateral Agent as bailee for the Collateral Agent pursuant to the ABL Intercreditor Agreement and (ii) solely in the case Voting Stock of any property that constitutes ABL Priority CollateralCFC Holding Company or Excluded Foreign Subsidiary, the Borrower shallin each case, and shall cause each domestic Subsidiary to, comply with the requirements of this Section 6.11 with respect owned directly by a Credit Party required to be pledged to secure the Obligations hereunder only to the same extent that the Borrower and such Subsidiaries are 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 comply with provisions analogous be pledged to this Section 6.11 with respect to secure the ABL Credit Agreement Obligations in the ABL Credit Agreement, other than with respect to the Canadian Pledge, the Xxxxxxxx Collateral and the Specified Real Property after the Springing Covenant Trigger DateObligations.

Security Interests; Further Assurances. Subject Promptly upon reasonable request 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 the terms of the Intercreditor Agreementsany Collateral, promptlyand (ii) do, execute execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements acts, deeds, certificates, assurances and other documents), that may be required under any Applicable Law, or which any instruments as the Administrative Agent or the Required Lenders shall Collateral Agent may reasonably request, to effectuate the transactions contemplated by the Loan Documents or to grant, preserve, protect or perfect the Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien, all at the expense of the Loan Parties (to the extent required by this Agreement). The Loan Parties also agree to provide each Agent, request from time to time upon in order to carry out more effectively the reasonably request purposes of any Agent, evidence reasonably satisfactory to each such Agent as to the perfection this Agreement and priority of the Liens created or intended to be created by the Security Documents. Prior ; provided that, notwithstanding anything else contained herein or in any other Loan Document to the Discharge contrary, (x) the foregoing shall not apply to any Excluded Subsidiary or Property of any Excluded Subsidiary or any Excluded Property, (y) any such documents and deliverables (other than certain mortgages of Material Property) shall be governed by New York law and (z) no perfection actions by “control” (except with respect to Equity Interests and certain debt instruments), leasehold mortgages or landlord waivers, estoppels or collateral access letters shall be required to be 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 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 ABL Credit Agreement Obligations, (iB) more than sixty-five percent of the requirements of this Section 6.11 to deliver any Collateral constituting ABL Priority Collateral to the Collateral Agent shall be deemed satisfied by the delivery of such Collateral to the ABL Collateral Agent as bailee for the Collateral Agent pursuant to the ABL Intercreditor Agreement and (ii) solely in the case Voting Stock of any property that constitutes ABL Priority CollateralCFC Holding Company or CFC, the Borrower shallin each case, and shall cause each domestic Subsidiary to, comply with the requirements of this Section 6.11 with respect owned directly by a Credit Party be required to be pledged to secure the Obligations hereunder only to the same extent that the Borrower and such Subsidiaries are or (C) any Equity Interests of any Subsidiary owned by a CFC or Excluded U.S. Subsidiary (or any Subsidiary of any CFC or Excluded U.S. Subsidiary) be required to comply with provisions analogous be pledged to this Section 6.11 with respect to secure the ABL Credit Agreement Obligations in the ABL Credit Agreement, other than with respect to the Canadian Pledge, the Xxxxxxxx Collateral and the Specified Real Property after the Springing Covenant Trigger DateObligations.

Security Interests; Further Assurances. Subject to the terms of the Intercreditor AgreementsAgreement, promptly, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), that may be required under any Applicable Law, or which any an Agent or the Required Lenders shall reasonably request, to effectuate the transactions contemplated by the Loan Documents or to grant, preserve, protect or perfect the Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien, all at the expense of the Loan Parties (to the extent required by this Agreement). The Loan Parties also agree to provide each Agent, from time to time upon promptly following the reasonably reasonable request of any such Agent, evidence reasonably satisfactory to each such Agent as to the perfection and priority of the Liens created or intended to be created by the Security Documents. Prior to the Discharge of the ABL Credit Agreement Obligations, (i) the requirements of this Section 6.11 to deliver any Collateral constituting ABL Priority Collateral to the Collateral Agent or to provide control agreements over pledged accounts (other than accounts of Xxxxx) shall be deemed satisfied by the delivery of such Collateral to the ABL Collateral Agent as bailee for the Collateral Agent pursuant to the ABL Intercreditor Agreement or perfection by control by the ABL Collateral Agent over such account and (ii) solely in the case of any property that constitutes ABL Priority CollateralCollateral (which excludes, for the avoidance of doubt, the Canadian Pledge, the Xxxxxxxx Collateral and all Real Property), the Borrower shall, and shall cause each domestic Subsidiary to, comply with the requirements of this Section 6.11 with respect to the Obligations hereunder only to the same extent that the Borrower and such Subsidiaries are required to comply with provisions analogous to this Section 6.11 with respect to the ABL Credit Agreement Obligations in the ABL Credit Agreement. With respect to any Real Property with a fair market value greater than $2.5 million constituting Collateral, other than notwithstanding that the Agents and/or the Lenders may already have a perfected Lien therein pursuant to the Bankruptcy Court Order, the Loan Parties also agree, upon the request of the Administrative Agent, to enter into and deliver and authorize the Administrative Agent to record Mortgages with respect to all such parcels of Real Property no later than 90 days after the Canadian PledgeClosing Date or, if later, 45 days following request therefor (in each case as such period may be extended in the reasonable discretion of the Administrative Agent). Within the timeframes set forth on Schedule 6.11, or by such later date as the Administrative Agent may agree, the Xxxxxxxx Collateral and Loan Parties shall cause the Specified Real Property after the Springing Covenant Trigger Dateactions set forth on Schedule 6.11 to be taken.

Security Interests; Further Assurances. Subject to (a) Promptly upon the terms reasonable request of the Intercreditor Agreements, promptly, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), that may be required under any Applicable Law, or which any Administrative Agent or the Required Lenders shall reasonably requestCollateral Agent, to effectuate at the transactions contemplated by sole cost and expense of the Loan Documents Parties, (i) execute, acknowledge and deliver, or to grantcause the execution, preserveacknowledgment and delivery of, protect and thereafter register, file or perfect the Liens created record, or intended cause to be created by registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the validity Administrative Agent or priority of any such Lienthe Collateral Agent reasonably necessary or desirable for the continued validity, all at the expense of the Loan Parties (to the extent required by this Agreement). The Loan Parties also agree to provide each Agentenforceability, from time to time upon the reasonably request of any Agent, evidence reasonably satisfactory to each such Agent as to the perfection and priority of the Liens created or on the Collateral intended to be created 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 consents or waivers as may be necessary or appropriate in connection therewith and (ii) without limiting the generality of the foregoing, execute, if required, and file, or cause to be filed, 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 such other instruments or notices, as may be reasonably necessary, or that the Administrative Agent or the Collateral Agent may reasonably require (subject to any limitations that may be set forth in the Security Documents), to protect and preserve the Liens granted or purported to be granted by the Security Documents. Prior Notwithstanding the foregoing, with respect to the Discharge of the ABL Credit Agreement Obligations, (i) the requirements of this Section 6.11 to deliver any Collateral constituting ABL Priority Collateral to the Collateral Agent shall be deemed satisfied by the delivery of such Collateral to the ABL Collateral Agent as bailee for the Collateral Agent pursuant to the ABL Intercreditor Agreement and (ii) solely in the case of any property that constitutes ABL Priority CollateralIntellectual Property, the Borrower shall, and Subsidiary Guarantors shall cause each domestic Subsidiary to, comply with the requirements of this Section 6.11 only be required to file and record Intellectual Property security agreements with respect to material Intellectual Property in the Obligations hereunder only to United States Patent and Trademark Office or in the same extent United States Copyright Office, as applicable (it being understood, without limiting the foregoing, that the Borrower and Subsidiary Guarantors shall not be obligated to record any such Subsidiaries are required to comply with provisions analogous to this Section 6.11 with respect to the ABL Credit Agreement Obligations grant of security interest in the ABL Credit Agreement, other than with respect to Collateral that is Intellectual Property issued by or pending before any jurisdiction outside of the Canadian Pledge, the Xxxxxxxx Collateral and the Specified Real Property after the Springing Covenant Trigger DateUnited States).

Security Interests; Further Assurances. Subject to the terms of the Intercreditor AgreementsSecurity Documents, Section 5.10 and Section 5.15, promptly, execute 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 further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements acts, deeds, certificates, assurances and other documents), that may be required under any Applicable Law, or which any instruments as the Administrative Agent or the Required Lenders shall Collateral Agent may reasonably request, to effectuate the transactions contemplated by the Loan Documents or to grant, preserve, protect or perfect the Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien, all at the expense of the Loan Parties (to the extent required by this Agreement). The Loan Parties also agree to provide each Agent, request from time to time upon in order to carry out more effectively the reasonably request purposes of any Agent, evidence reasonably satisfactory to each such Agent as to the perfection this Agreement and priority of the Liens created or intended to be created by the Security Documents. Prior ; provided that, notwithstanding anything else contained herein or in any other Loan Document to the Discharge 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 Equity Interests and certain debt instruments and Deposit Account Control Agreements), leasehold mortgages or landlord waivers, estoppels or collateral access 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 CFC Holding Company or CFC constitute security or secure, or such assets or the proceeds of such assets be required to be available for, payment of the ABL Credit Agreement Obligations, (iB) more than sixty-five percent (65%) of the requirements Voting Stock and one-hundred percent (100%) of this Section 6.11 to deliver any Collateral constituting ABL Priority Collateral to the Collateral Agent shall be deemed satisfied by the delivery of such Collateral to the ABL Collateral Agent as bailee for the Collateral Agent pursuant to the ABL Intercreditor Agreement and (ii) solely in the case non-Voting Stock of any property that constitutes ABL Priority Collateral, the Borrower shall, and shall cause each domestic first-tier CFC Holding Company or CFC or (C) any Equity Interests of any direct or indirect Subsidiary to, comply with the requirements of this Section 6.11 with respect to the Obligations hereunder only to the same extent that the Borrower and such Subsidiaries are required to comply with provisions analogous to this Section 6.11 with respect to the ABL Credit Agreement Obligations in the ABL Credit Agreement, other than with respect to the Canadian Pledge, the Xxxxxxxx Collateral and the Specified Real Property after the Springing Covenant Trigger Dateany CFC Holding Company or CFC.

Security Interests; Further Assurances. Subject to the terms of the Intercreditor AgreementsSecurity Documents, Section 5.10 and Section 5.15, promptly, execute 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 further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements acts, deeds, certificates, assurances and other documents), that may be required under any Applicable Law, or which any instruments as the Administrative Agent or the Required Lenders shall Collateral Agent may reasonably request, to effectuate the transactions contemplated by the Loan Documents or to grant, preserve, protect or perfect the Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien, all at the expense of the Loan Parties (to the extent required by this Agreement). The Loan Parties also agree to provide each Agent, request from time to time upon in order to carry out more effectively the reasonably request purposes of any Agent, evidence reasonably satisfactory to each such Agent as to the perfection this Agreement and priority of the Liens created or intended to be created by the Security Documents. Prior ; provided that, notwithstanding anything else contained herein or in any other Loan Document to the Discharge 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 Equity Interests and certain debt instruments), leasehold mortgages or landlord waivers, estoppels or collateral access 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 CFC Holding Company or CFC constitute security or secure, or such assets or the proceeds of such assets be required to be available for, payment of the ABL Credit Agreement Obligations, (iB) more than sixty-five percent (65%) of the requirements of this Section 6.11 to deliver any Collateral constituting ABL Priority Collateral to the Collateral Agent shall be deemed satisfied by the delivery of such Collateral to the ABL Collateral Agent as bailee for the Collateral Agent pursuant to the ABL Intercreditor Agreement and (ii) solely in the case Voting Stock of any property that constitutes ABL Priority Collateral, the Borrower shall, and shall cause each domestic first-tier CFC Holding Company or CFC or (C) any Equity Interests of any direct or indirect Subsidiary to, comply with the requirements of this Section 6.11 with respect to the Obligations hereunder only to the same extent that the Borrower and such Subsidiaries are required to comply with provisions analogous to this Section 6.11 with respect to the ABL Credit Agreement Obligations in the ABL Credit Agreement, other than with respect to the Canadian Pledge, the Xxxxxxxx Collateral and the Specified Real Property after the Springing Covenant Trigger Date.any CFC Holding Company or CFC. 109

Security Interests; Further Assurances. Subject to the terms of the Intercreditor AgreementsSecurity Documents, Section 5.10 and Section 5.15, promptly, execute 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 further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements acts, deeds, certificates, assurances and other documents), that may be required under any Applicable Law, or which any instruments as the Administrative Agent or the Required Lenders shall Collateral Agent may reasonably request, to effectuate the transactions contemplated by the Loan Documents or to grant, preserve, protect or perfect the Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien, all at the expense of the Loan Parties (to the extent required by this Agreement). The Loan Parties also agree to provide each Agent, request from time to time upon in order to carry out more effectively the reasonably request purposes of any Agent, evidence reasonably satisfactory to each such Agent as to the perfection this Agreement and priority of the Liens created or intended to be created by the Security Documents. Prior ; provided that, notwithstanding anything else contained herein or in any other Loan Document to the Discharge 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 Equity Interests and certain debt instruments and Deposit Account Control Agreements), leasehold mortgages or landlord waivers, estoppels or collateral access 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 CFC Holding Company or CFC constitute security or secure, or such assets or the proceeds of such assets be required to be available for, payment of the ABL Credit Agreement Obligations, (iB) more than sixty-five percent (65%) of the requirements Voting Stock and one-hundred percent (100%) of this Section 6.11 to deliver any Collateral constituting ABL Priority Collateral to the Collateral Agent shall be deemed satisfied by the delivery of such Collateral to the ABL Collateral Agent as bailee for the Collateral Agent pursuant to the ABL Intercreditor Agreement and (ii) solely in the case non-Voting Stock of any property that constitutes ABL Priority Collateral, the Borrower shall, and shall cause each domestic first-tier CFC Holding Company or CFC or (C) any Equity Interests of any direct or indirect Subsidiary to, comply with the requirements of this any CFC Holding Company or CFC. Section 6.11 with respect to the Obligations hereunder only to the same extent that the Borrower and such Subsidiaries are required to comply with provisions analogous to this Section 6.11 with respect to the ABL Credit Agreement Obligations in the ABL Credit Agreement, other than with respect to the Canadian Pledge, the Xxxxxxxx Collateral and the Specified Real Property after the Springing Covenant Trigger Date.5.12

Security Interests; Further Assurances. Subject to the terms of the Intercreditor AgreementsEach Credit Party shall, promptly, execute any and all further documents, financing statements, agreements and instrumentsupon the reasonable request of Collateral Agent, and take all so long as such further actions request (including or compliance with such request) does not violate any Gaming Law (or, if such request is subject to an approval by the filing and recording of financing statements and other documentsGaming Authority, Borrower hereby agrees to use commercially reasonable efforts to obtain such approval), that may be required under any Applicable Lawat Borrower’s expense, execute, acknowledge and deliver, or which cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any Agent document or instrument supplemental to or confirmatory of the Required Lenders shall reasonably request, to effectuate the transactions contemplated by the Loan Security Documents or otherwise deemed by Collateral Agent reasonably necessary or desirable to grant, preservecreate, protect or perfect or for the Liens created or intended to be created by the Security Documents or the validity or priority of any such Liencontinued validity, all at the expense of the Loan Parties (to the extent required by this Agreement). The Loan Parties also agree to provide each Agent, from time to time upon the reasonably request of any Agent, evidence reasonably satisfactory to each such Agent as to the perfection and priority of the Liens created on the Collateral covered or intended purported to be created by covered thereby (subject to any applicable provisions set forth in the Security Documents. Prior Agreement with respect to limitations on grant of security interests in certain types of Pledged Collateral and limitations or exclusions from the requirement to perfect Liens on such Pledged Collateral and any applicable Requirements of Law including, without limitation, any Gaming Laws) subject to no Liens other than Permitted Liens; provided that, notwithstanding anything to the Discharge of the ABL contrary herein or in any other Credit Agreement ObligationsDocument, (i) the requirements of this Section 6.11 in no event shall any Company be required to deliver any Collateral constituting ABL Priority Collateral enter into control agreements with respect to the Collateral Agent shall be deemed satisfied by the delivery of such Collateral to the ABL Collateral Agent as bailee for the Collateral Agent pursuant to the ABL Intercreditor Agreement and (ii) solely in its deposit accounts, securities accounts or commodity accounts. In the case of the exercise by Collateral Agent or the Lenders or any property that constitutes ABL Priority Collateralother Secured Party of any power, right, privilege or remedy pursuant to any Credit Document following the Borrower shalloccurrence and during the continuation of an Event of Default which requires any consent, and shall cause each domestic Subsidiary toapproval, comply with the requirements registration, qualification or authorization of this Section 6.11 with respect to the Obligations hereunder only to the same extent that the any Governmental Authority, Borrower and such each of its Restricted Subsidiaries are shall use commercially reasonable efforts to promptly execute and deliver all applications, certifications, instruments and other documents and papers that Collateral Agent or the Lenders may be so required to comply with provisions analogous to this Section 6.11 with respect to the ABL Credit Agreement Obligations in the ABL Credit Agreement, other than with respect to the Canadian Pledge, the Xxxxxxxx Collateral and the Specified Real Property after the Springing Covenant Trigger Dateobtain. SECTION 9.10.