Common use of Perfection of Security Interests Clause in Contracts

Perfection of Security Interests. (a) At any time and from time to time, upon the reasonable request of the Administrative Agent and at the sole expense of the Borrowers, the Borrowers shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as the Administrative Agent may deem desirable to obtain the full benefits of any security interest granted or purported to be granted by such Borrower hereunder and of the rights and powers herein granted, including (i) upon the reasonable request of the Administrative Agent, using its commercially reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Administrative Agent of any License or Contract held by such Borrower and to enforce the security interests granted hereunder, (ii) unless Administrative Agent shall otherwise consent in writing (which consent may be revoked), delivering to Administrative Agent all Collateral consisting of negotiable Documents and certificated securities (in each case, accompanied by stock powers, allonges or other instruments of transfer executed in blank) promptly after such Borrower receives the same, (iii) delivering any requested Chattel Paper or Instrument to Administrative Agent (in each case accompanied by instruments of transfer executed in blank), (iv) to the extent required by this Agreement and not waived by Administrative Agent in writing (which waiver may be revoked) obtaining authenticated Control Agreements from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities, in each case constituting Collateral, to or for any Borrower; provided, that the Administrative Agent shall not deliver a notice that it is exercising exclusive control over any financial assets or commodities to any such issuer, securities intermediary or commodities intermediary unless an Event of Default has occurred and is continuing, (v) in accordance with and to the extent required by Annex B to this Agreement, obtaining a blocked account or similar agreement with each bank or financial institution holding a Deposit Account for such Borrower; provided, that the Administrative Agent shall not deliver a notice that it is exercising exclusive control over any Deposit Account to any such bank or financial institution unless an Event of Default has occurred and is continuing, (vi) for each Borrower that is or becomes the beneficiary of a letter of credit with a face amount in excess of $1,000,000 promptly, and in any event within two (2) Business Days after becoming a beneficiary, notifying Administrative Agent thereof and thereafter, unless the related Letter of Credit Rights constitute a Supporting Obligation for which the Administrative Agent’s security interest is perfected, using its commercially reasonable efforts to cause the issuer and/or confirmation bank with respect to such Letter of Credit Rights to enter into a tri-party agreement with the Administrative Agent assigning such Letter of Credit Rights to the Administrative Agent and directing all payments thereunder to a Blocked Account, all in form and substance reasonably satisfactory to the Administrative Agent (vii) taking all steps necessary to grant the Administrative Agent control of all electronic chattel paper in accordance with the Code and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act, (viii) promptly, and in any event within five (5) Business Days after the same is acquired by it, notifying the Administrative Agent of any Commercial Tort Claim involving a claim of more than $1,000,000 acquired by it and if requested by the Administrative Agent, entering into a supplement to this Agreement, granting to Administrative Agent a Lien in such Commercial Tort Claim, (ix) maintaining complete and accurate stock records, (x) except as otherwise provided in clause (vi) hereof, delivering to the Administrative Agent all documents, certificates and Instruments necessary or desirable to perfect the Administrative Agent’s Lien on letters of credit on which such Borrower is named as beneficiary and all acceptances issued in connection therewith and (xi) taking such other steps as are deemed necessary or desirable to maintain the Administrative Agent’s security interest in the Collateral. Nothing contained in this Section 10.2(a) shall be deemed to require any Borrower to obtain the consent of any landlord (including, without limitation, any Aviation Authority) or to obtain or record any memorandum of lease or leasehold mortgage or similar instrument with respect to any leased real property.

Perfection of Security Interests. For the limited purpose of perfecting the Liens in the Collateral of the Bank Agent and the Banks, the Tranche A Trustee and the Tranche A Holders and the Tranche B Trustee and the Tranche B Holders, the Collateral Agent agrees that it will (a) At any time in the case of Possessory Collateral, subject to the provisions of this Section 3 and from time to timeSection 4 hereof, upon take possession of and hold such Possessory Collateral as agent, as security for the reasonable request Bank Agent, the Tranche A Trustee and the Tranche B Trustee and the respective holders of the Administrative Secured Obligations, and (b) in the case of Collateral consisting of cash, at the direction of the Bank Agent prior to the Bank Credit Facility Payment Date and at the sole expense direction of the BorrowersTrustees from and after such date, enter into such agreements as shall enable the Borrowers shall promptly Bank Agent or the Tranche A Trustee and duly execute and deliver any and all the Tranche B Trustee to have "control" over such further instruments and documents and take such further actions as Collateral (within the Administrative Agent may deem desirable to obtain the full benefits of any security interest granted or purported to be granted by such Borrower hereunder and meaning of the applicable provisions of the Uniform Commercial Code), but with such control on the part of the Tranche A Trustee and the Tranche B Trustee being subject and subordinate to the control and rights of the Bank Agent and powers herein grantedthe Banks in such Collateral under the Bank Credit Facility. In that connection, including it is understood and agreed that (i) upon neither the reasonable request Collateral Agent, the Bank Agent or any of the Administrative Banks or the Trustees or any of the Holders makes any representation as to the value of the Collateral or any part thereof, or as to the security afforded by this Agreement or the Collateral Documents or as to the validity, execution, enforceability, legality or sufficiency of this Agreement or the Collateral Documents or of the Secured Obligations, and none of the Collateral Agent, using its commercially reasonable efforts to secure all consents and approvals necessary the Bank Agent or appropriate for the assignment to Banks or for the benefit Trustees or any of the Administrative Agent Holders shall incur any liability or responsibility in respect of any License or Contract held by such Borrower matters and to enforce the security interests granted hereunder, (ii) unless Administrative Agent none of them shall otherwise consent in writing (which consent may be revoked), delivering required to Administrative Agent all Collateral consisting of negotiable Documents and certificated securities (in each case, accompanied by stock powers, allonges ascertain or other instruments of transfer executed in blank) promptly after such Borrower receives the same, (iii) delivering any requested Chattel Paper or Instrument to Administrative Agent (in each case accompanied by instruments of transfer executed in blank), (iv) inquire as to the extent required performance by this Agreement and not waived by Administrative Agent the Company of any of the covenants or agreements contained herein or in writing (which waiver may be revoked) obtaining authenticated Control Agreements from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities, in each case constituting Collateral, to or for any Borrower; provided, that the Administrative Agent shall not deliver a notice that it is exercising exclusive control over any financial assets or commodities to any such issuer, securities intermediary or commodities intermediary unless an Event of Default has occurred and is continuing, (v) in accordance with and to the extent required by Annex B to this Agreement, obtaining a blocked account or similar agreement with each bank or financial institution holding a Deposit Account for such Borrower; provided, that the Administrative Agent shall not deliver a notice that it is exercising exclusive control over any Deposit Account to any such bank or financial institution unless an Event of Default has occurred and is continuing, (vi) for each Borrower that is or becomes the beneficiary of a letter of credit with a face amount in excess of $1,000,000 promptly, and in any event within two (2) Business Days after becoming a beneficiary, notifying Administrative Agent thereof and thereafter, unless the related Letter of Credit Rights constitute a Supporting Obligation for which the Administrative Agent’s security interest is perfected, using its commercially reasonable efforts to cause the issuer and/or confirmation bank with respect to such Letter of Credit Rights to enter into a tri-party agreement with the Administrative Agent assigning such Letter of Credit Rights to the Administrative Agent and directing all payments thereunder to a Blocked Account, all in form and substance reasonably satisfactory to the Administrative Agent (vii) taking all steps necessary to grant the Administrative Agent control of all electronic chattel paper in accordance with the Code and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act, (viii) promptly, and in any event within five (5) Business Days after the same is acquired by it, notifying the Administrative Agent of any Commercial Tort Claim involving a claim of more than $1,000,000 acquired by it and if requested by the Administrative Agent, entering into a supplement to this Agreement, granting to Administrative Agent a Lien in such Commercial Tort Claim, (ix) maintaining complete and accurate stock records, (x) except as otherwise provided in clause (vi) hereof, delivering to the Administrative Agent all documents, certificates and Instruments necessary or desirable to perfect the Administrative Agent’s Lien on letters of credit on which such Borrower is named as beneficiary and all acceptances issued in connection therewith and (xi) taking such other steps as are deemed necessary or desirable to maintain the Administrative Agent’s security interest in the Collateral. Nothing contained in this Section 10.2(a) shall be deemed to require any Borrower to obtain the consent of any landlord (including, without limitation, any Aviation Authority) or to obtain or record any memorandum of lease or leasehold mortgage or similar instrument with respect to any leased real property.

Perfection of Security Interests. For the limited purpose of perfecting the security interests of the Trustee in the Possessory Collateral and Trust Moneys, the Company will (a) At any time in the case of Possessory Collateral, cause the Banks (or an agent or representative on their behalf) to acknowledge to the Trustee in writing that, subject to the provisions of Sections 4.01 through 4.06, and from time to time9.01 through 9.03, upon the reasonable request of the Administrative Agent and at the sole expense of the Borrowersthis Agreement, the Borrowers shall promptly and duly execute and deliver any and all Banks (or such further instruments and documents and take agent or representative) hold possession of such further actions as the Administrative Agent may deem desirable to obtain the full benefits of any security interest granted or purported to be granted by such Borrower hereunder and of the rights and powers herein granted, including (i) upon the reasonable request of the Administrative Agent, using its commercially reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to or Possessory Collateral for the benefit of the Administrative Agent Trustee and the Holders, and (b) in the case of Trust Moneys, cause the Banks (or an agent or representative on their behalf) to enter into such agreements as shall enable the Trustee to have "control" over such Trust Moneys (within the meaning of the applicable provisions of the Uniform Commercial Code), but with such control being subject and subordinate to the control and rights of the Banks (or such agent or representative) in such Trust Moneys under the Bank Credit Agreement. In that connection, it is understood and agreed that (i) none of the Banks (nor any agent or representative on their behalf) makes any representation as to the value of the Collateral or any part thereof, or as to the security afforded by this Agreement or as to the validity, execution, enforceability, legality or sufficiency of this Agreement or of the Secured Obligations, and none of the Banks (nor any agent or representative on their behalf) shall incur any liability or responsibility in respect of any License or Contract held by such Borrower matters and to enforce the security interests granted hereunder, (ii) unless Administrative Agent shall otherwise consent in writing (which consent may be revoked), delivering to Administrative Agent all Collateral consisting of negotiable Documents and certificated securities (in each case, accompanied by stock powers, allonges or other instruments of transfer executed in blank) promptly after such Borrower receives the same, (iii) delivering any requested Chattel Paper or Instrument to Administrative Agent (in each case accompanied by instruments of transfer executed in blank), (iv) to the extent required by this Agreement and not waived by Administrative Agent in writing (which waiver may be revoked) obtaining authenticated Control Agreements from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities, in each case constituting Collateral, to or for any Borrower; provided, that the Administrative Agent shall not deliver a notice that it is exercising exclusive control over any financial assets or commodities to any such issuer, securities intermediary or commodities intermediary unless an Event of Default has occurred and is continuing, (v) in accordance with and to the extent required by Annex B to this Agreement, obtaining a blocked account or similar agreement with each bank or financial institution holding a Deposit Account for such Borrower; provided, that the Administrative Agent shall not deliver a notice that it is exercising exclusive control over any Deposit Account to any such bank or financial institution unless an Event of Default has occurred and is continuing, (vi) for each Borrower that is or becomes the beneficiary of a letter of credit with a face amount in excess of $1,000,000 promptly, and in any event within two (2) Business Days after becoming a beneficiary, notifying Administrative Agent thereof and thereafter, unless the related Letter of Credit Rights constitute a Supporting Obligation for which the Administrative Agent’s security interest is perfected, using its commercially reasonable efforts to cause the issuer and/or confirmation bank with respect to such Letter of Credit Rights to enter into a tri-party agreement with the Administrative Agent assigning such Letter of Credit Rights to the Administrative Agent and directing all payments thereunder to a Blocked Account, all in form and substance reasonably satisfactory to the Administrative Agent (vii) taking all steps necessary to grant the Administrative Agent control of all electronic chattel paper in accordance with the Code and all “transferable records” as defined in each none of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act, Banks (viii) promptly, and in nor any event within five (5) Business Days after the same is acquired by it, notifying the Administrative Agent of any Commercial Tort Claim involving a claim of more than $1,000,000 acquired by it and if requested by the Administrative Agent, entering into a supplement to this Agreement, granting to Administrative Agent a Lien in such Commercial Tort Claim, (ix) maintaining complete and accurate stock records, (x) except as otherwise provided in clause (vi) hereof, delivering to the Administrative Agent all documents, certificates and Instruments necessary agent or desirable to perfect the Administrative Agent’s Lien representative on letters of credit on which such Borrower is named as beneficiary and all acceptances issued in connection therewith and (xi) taking such other steps as are deemed necessary or desirable to maintain the Administrative Agent’s security interest in the Collateral. Nothing contained in this Section 10.2(atheir behalf) shall be deemed required to require any Borrower ascertain or inquire as to obtain the consent performance by the Company of any landlord (including, without limitation, any Aviation Authority) of the covenants or to obtain agreements contained herein or record any memorandum of lease or leasehold mortgage or similar instrument with respect to any leased real propertyin the Indenture.

Perfection of Security Interests. (a) At any time and from time to time, upon the reasonable request of the Administrative Agent and at the sole expense of the BorrowersCredit Parties, the Borrowers each Credit Party shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as the Administrative Agent may deem desirable to obtain the full benefits of any security interest granted or purported to be granted by such Borrower Credit Party hereunder and of the rights and powers herein granted, including (i) upon the reasonable request of the Administrative Agent, using its commercially reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Administrative Agent of any License or Contract held by such Borrower Credit Party and to enforce the security interests granted hereunder, (ii) unless Administrative Agent shall otherwise consent in writing (which consent may be revoked), delivering to Administrative Agent all Collateral consisting of negotiable Documents and certificated securities (in each case, accompanied by stock powers, allonges or other instruments of transfer executed in blank) promptly after such Borrower Credit Party receives the same, (iii) delivering any requested Chattel Paper or Instrument to Administrative Agent (in each case accompanied by instruments of transfer executed in blank), (iv) obtaining or using commercially reasonable efforts to obtain, (A) waivers or subordinations of Liens from landlords at locations required by Section 5.8 of this Agreement and (B) signed acknowledgements of Administrative Agent's Liens from bailees at locations required by Section 5.8 of this Agreement having possession of any Credit Party's Goods that they hold for the benefit of Secured Parties, (v) to the extent required by this Agreement and not waived by Administrative Agent in writing (which waiver may be revoked) obtaining authenticated Control Agreements Letters from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities, in each case constituting Collateral, to or for any BorrowerCredit Party; provided, that the Administrative Agent shall not deliver a notice that it is exercising exclusive control over any financial assets or commodities to any such issuer, securities intermediary or commodities intermediary unless an Event of Default has occurred and is continuing, (vvi) in accordance with and to the extent required by Annex B C to this Agreement, obtaining a blocked account or similar agreement with each bank or financial institution holding a Deposit Account for such BorrowerCredit Party; provided, that the Administrative Agent shall not deliver a notice that it is exercising exclusive control over any Deposit Account to any such bank or financial institution unless an Event of Default has occurred and is continuing, (vivii) for each Borrower Credit Party that is or becomes the beneficiary of a letter of credit with a face amount in excess of $1,000,000 1,000,000, promptly, and in any event within two (2) Business Days after becoming a beneficiary, notifying Administrative Agent thereof and thereafter, unless the related Letter of Letter-of-Credit Rights constitute a Supporting Obligation for which the Administrative Agent’s 's security interest is perfected, using its commercially reasonable efforts to cause the issuer and/or confirmation bank with respect to such Letter of Letter-of-Credit Rights to enter into a tri-party agreement with the Administrative Agent assigning such Letter of Letter-of-Credit Rights to the Administrative Agent and directing all payments thereunder to a Blocked Account, all in form and substance reasonably satisfactory to the Administrative Agent Agent, (viiviii) taking all steps necessary to grant the Administrative Agent control of all electronic chattel paper in accordance with the Code and all “"transferable records” " as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act, (viiiix) promptly, and in any event within five (5) Business Days after the same is acquired by it, notifying the Administrative Agent of any Commercial Tort Claim commercial tort claim (as defined in the Code) involving a claim of more than $1,000,000 acquired by it and if requested by the Administrative Agent, entering into a supplement to this Agreement, granting to Administrative Agent a Lien in such Commercial Tort Claimcommercial tort claim, (ixx) maintaining complete and accurate stock records, (xxi) except as otherwise provided in clause (vivii) hereof, delivering to the Administrative Agent all documents, certificates and Instruments necessary or desirable to perfect the Administrative Agent’s 's Lien on letters of credit on which such Borrower Credit Party is named as beneficiary and all acceptances issued in connection therewith and (xixii) taking such other steps as are deemed necessary or desirable to maintain the Administrative Agent’s 's security interest in the Collateral. Nothing contained in this Section 10.2(a) shall be deemed to require any Borrower to obtain the consent of any landlord (including, without limitation, any Aviation Authority) or to obtain or record any memorandum of lease or leasehold mortgage or similar instrument with respect to any leased real property.

Perfection of Security Interests. (a) At Each Credit Party shall, at its expense, promptly and duly execute and deliver, and have recorded, such agreements, instruments and documents and perform any and all actions requested by the Administrative Agent or any Collateral Agent at any time and from time to timetime to perfect, upon maintain, protect, and enforce the reasonable request of the Administrative Agent and at the sole expense of the Borrowers, the Borrowers shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as the Administrative Agent may deem desirable to obtain the full benefits of any Lenders’ security interest granted or purported to be granted by in the Collateral of such Borrower hereunder and of the rights and powers herein grantedCredit Party, including (i) upon the reasonable request of the Administrative Agentexecuting and filing financing or continuation statements, using its commercially reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Administrative Agent of any License or Contract held by such Borrower and to enforce the security interests granted hereunder, (ii) unless Administrative Agent shall otherwise consent in writing (which consent may be revoked), delivering to Administrative Agent all Collateral consisting of negotiable Documents and certificated securities (in each case, accompanied by stock powers, allonges or other instruments of transfer executed in blank) promptly after such Borrower receives the same, (iii) delivering any requested Chattel Paper or Instrument to Administrative Agent (in each case accompanied by instruments of transfer executed in blank), (iv) to the extent required by this Agreement and not waived by Administrative Agent in writing (which waiver may be revoked) obtaining authenticated Control Agreements from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commoditiesamendments thereof, in each case constituting Collateral, to or for any Borrower; provided, that the Administrative Agent shall not deliver a notice that it is exercising exclusive control over any financial assets or commodities to any such issuer, securities intermediary or commodities intermediary unless an Event of Default has occurred form and is continuing, (v) in accordance with and to the extent required by Annex B to this Agreement, obtaining a blocked account or similar agreement with each bank or financial institution holding a Deposit Account for such Borrower; provided, that the Administrative Agent shall not deliver a notice that it is exercising exclusive control over any Deposit Account to any such bank or financial institution unless an Event of Default has occurred and is continuing, (vi) for each Borrower that is or becomes the beneficiary of a letter of credit with a face amount in excess of $1,000,000 promptly, and in any event within two (2) Business Days after becoming a beneficiary, notifying Administrative Agent thereof and thereafter, unless the related Letter of Credit Rights constitute a Supporting Obligation for which the Administrative Agent’s security interest is perfected, using its commercially reasonable efforts to cause the issuer and/or confirmation bank with respect to such Letter of Credit Rights to enter into a tri-party agreement with the Administrative Agent assigning such Letter of Credit Rights substance satisfactory to the Administrative Agent and directing all payments thereunder to a the Collateral Agents, (ii) in the case of any Investment Property, Blocked AccountAccounts, all in form Control Accounts, Lockbox Accounts, and substance reasonably satisfactory to other Deposit Accounts, taking any actions required by the Administrative Agent or the Senior Collateral Agent to enable the Collateral Agents to obtain “control” within the meaning of the UCC with respect thereto, including executing and delivering Blocked Account Agreements, Control Account Agreements and Lockbox Account Agreements, (viiiii) taking all steps necessary to grant executing and delivering such documents, agreements and instruments as may be required by the Administrative Agent control of all electronic chattel paper or any Collateral Agent to further evidence and perfect the security interests in accordance with the Code and all “transferable records” as defined in each favor of the Uniform Electronic Transactions Act and the Electronic Signatures Lenders in Global and National Commerce Actall Intellectual Property, (viii) promptly, and in any event within five (5) Business Days after the same is acquired by it, notifying the Administrative Agent of any Commercial Tort Claim involving a claim of more than $1,000,000 acquired by it and if requested by the Administrative Agent, entering into a supplement to this Agreement, granting to Administrative Agent a Lien in such Commercial Tort Claim, (ixiv) maintaining complete and accurate stock records, (xv) except as otherwise provided using its best efforts in clause delivering to the Senior Collateral Agent negotiable warehouse receipts, if any, and, upon the Senior Collateral Agent’s request therefor, non-negotiable warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, (vi) hereofplacing notations on such Credit Party’s certificates of title or books of account to disclose the Collateral Agents’ security interest therein in favor of the Lenders, (vii) delivering to the Administrative Senior Collateral Agent all documents, certificates and Instruments necessary or desirable to perfect the Administrative Agent’s Collateral Agents’ Lien on in favor of the Lenders in letters of credit on which such Borrower Credit Party is named as beneficiary and all acceptances issued in connection therewith therewith, (viii) after the occurrence and during the continuation of an Event of Default, transferring Inventory maintained in warehouses to other warehouses designated by the Senior Collateral Agent and (xiix) taking such other steps as are deemed necessary or desirable to maintain the Administrative Agent’s Collateral Agents’ security interest interests in favor of the Lenders in the Collateral. Nothing contained in this Section 10.2(a) shall be deemed to require any Borrower to obtain the consent of any landlord (including, without limitation, any Aviation Authority) or to obtain or record any memorandum of lease or leasehold mortgage or similar instrument with respect to any leased real property.

Perfection of Security Interests. For the limited purpose of perfecting the Liens in the Collateral of the Bank Agent and the Banks, the Tranche A Trustee and the Tranche A Holders and the Tranche B Trustee and the Tranche B Holders, the Collateral Agent agrees that it will (a) At any time in the case of Possessory Collateral, subject to the provisions of this Section 3 and from time to timeSection 4 hereof, upon take possession of and hold such Possessory Collateral as agent, as security for the reasonable request Bank Agent, the Tranche A Trustee and the Tranche B Trustee and the respective holders of the Administrative Secured Obligations, and (b) in the case of Collateral consisting of cash, at the direction of the Bank Agent prior to the Bank Credit Facility Payment Date and at the sole expense direction of the Borrowers, Trustees from and after such date (or from the Borrowers shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as date hereof until the Administrative Agent may deem desirable to obtain the full benefits of any security interest granted or purported to be granted by such Borrower hereunder and effectiveness of the Initial Bank Credit Facility), enter into such agreements as shall enable the Bank Agent or the Tranche A Trustee and the Tranche B Trustee to have "control" over such Collateral (within the meaning of the applicable provisions of the Uniform Commercial Code), but with such control on the part of the Tranche A Trustee and the Tranche B Trustee being subject and subordinate to the control and rights of the Bank Agent and powers herein grantedthe Banks in such Collateral under the Bank Credit Facility. In that connection, including it is understood and agreed that (i) upon neither the reasonable request Collateral Agent, the Bank Agent or any of the Administrative Banks or the Trustees or any of the Holders makes any representation as to the value of the Collateral or any part thereof, or as to the security afforded by this Agreement or the Collateral Documents or as to the validity, execution, enforceability, legality or sufficiency of this Agreement or the Collateral Documents or of the Secured Obligations, and none of the Collateral Agent, using its commercially reasonable efforts to secure all consents and approvals necessary the Bank Agent or appropriate for the assignment to Banks or for the benefit Trustees or any of the Administrative Agent Holders shall incur any liability or responsibility in respect of any License or Contract held by such Borrower matters and to enforce the security interests granted hereunder, (ii) unless Administrative Agent none of them shall otherwise consent in writing (which consent may be revoked), delivering required to Administrative Agent all Collateral consisting of negotiable Documents and certificated securities (in each case, accompanied by stock powers, allonges ascertain or other instruments of transfer executed in blank) promptly after such Borrower receives the same, (iii) delivering any requested Chattel Paper or Instrument to Administrative Agent (in each case accompanied by instruments of transfer executed in blank), (iv) inquire as to the extent required performance by this Agreement and not waived by Administrative Agent the Company of any of the covenants or agreements contained herein or in writing (which waiver may be revoked) obtaining authenticated Control Agreements from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities, in each case constituting Collateral, to or for any Borrower; provided, that the Administrative Agent shall not deliver a notice that it is exercising exclusive control over any financial assets or commodities to any such issuer, securities intermediary or commodities intermediary unless an Event of Default has occurred and is continuing, (v) in accordance with and to the extent required by Annex B to this Agreement, obtaining a blocked account or similar agreement with each bank or financial institution holding a Deposit Account for such Borrower; provided, that the Administrative Agent shall not deliver a notice that it is exercising exclusive control over any Deposit Account to any such bank or financial institution unless an Event of Default has occurred and is continuing, (vi) for each Borrower that is or becomes the beneficiary of a letter of credit with a face amount in excess of $1,000,000 promptly, and in any event within two (2) Business Days after becoming a beneficiary, notifying Administrative Agent thereof and thereafter, unless the related Letter of Credit Rights constitute a Supporting Obligation for which the Administrative Agent’s security interest is perfected, using its commercially reasonable efforts to cause the issuer and/or confirmation bank with respect to such Letter of Credit Rights to enter into a tri-party agreement with the Administrative Agent assigning such Letter of Credit Rights to the Administrative Agent and directing all payments thereunder to a Blocked Account, all in form and substance reasonably satisfactory to the Administrative Agent (vii) taking all steps necessary to grant the Administrative Agent control of all electronic chattel paper in accordance with the Code and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act, (viii) promptly, and in any event within five (5) Business Days after the same is acquired by it, notifying the Administrative Agent of any Commercial Tort Claim involving a claim of more than $1,000,000 acquired by it and if requested by the Administrative Agent, entering into a supplement to this Agreement, granting to Administrative Agent a Lien in such Commercial Tort Claim, (ix) maintaining complete and accurate stock records, (x) except as otherwise provided in clause (vi) hereof, delivering to the Administrative Agent all documents, certificates and Instruments necessary or desirable to perfect the Administrative Agent’s Lien on letters of credit on which such Borrower is named as beneficiary and all acceptances issued in connection therewith and (xi) taking such other steps as are deemed necessary or desirable to maintain the Administrative Agent’s security interest in the Collateral. Nothing contained in this Section 10.2(a) shall be deemed to require any Borrower to obtain the consent of any landlord (including, without limitation, any Aviation Authority) or to obtain or record any memorandum of lease or leasehold mortgage or similar instrument with respect to any leased real property.

Perfection of Security Interests. Each of Borrower and the Parent Guarantors authorizes, and shall cause each of the other Credit Parties (aother than the Excluded Subsidiaries) At any time and from time to timetime party to any Collateral Documents to authorize, upon Bank to file at any time financing statements, continuation statements and amendments thereto that describe the reasonable Collateral and to describe the Collateral as all assets of each such Credit Party of the kind pledged under the Collateral Documents and which contain any other information required by the Code for the sufficiency of filing office acceptance of any financing statement, continuation statement or amendment, including whether such Credit Party is an organization, the type of organization and any organizational identification number issued to such Credit Party, if applicable. Any such financing statements may be signed by Bank on behalf of each such Credit Party, as provided in the Code, and may be filed at any time in any [†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION jurisdiction. Borrower shall from time to time execute and deliver, and shall cause each of the other Credit Parties (other than the Excluded Subsidiaries) from time to time party to any Collateral Documents to execute and deliver, to Bank, at the request of Bank, all Negotiable Collateral and other documents that Bank may reasonably request, in form reasonably satisfactory to Bank, to perfect and continue perfected Bank’s security interests and Liens in the Administrative Agent Collateral and at the sole expense in order to consummate fully all of the Borrowerstransactions contemplated under the Loan Documents. Each Credit Party shall have possession of its property and assets constituting Collateral, the Borrowers shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as the Administrative Agent may deem desirable to obtain the full benefits of any security interest granted or purported to be granted by such Borrower hereunder and of the rights and powers herein granted, including except for (i) upon the reasonable request of the Administrative Agent, using its commercially reasonable efforts to secure all consents property and approvals necessary assets which by their nature are mobile; or appropriate for the assignment to or for the benefit of the Administrative Agent of any License or Contract held by such Borrower and to enforce the security interests granted hereunder, (ii) unless Administrative Agent shall where expressly otherwise consent provided in writing (which consent may be revoked), delivering the Loan Documents or where Bank chooses to Administrative Agent all Collateral consisting of negotiable Documents and certificated securities (perfect its security interests by possession in each case, accompanied by stock powers, allonges or other instruments of transfer executed in blank) promptly after such Borrower receives the same, (iii) delivering any requested Chattel Paper or Instrument to Administrative Agent (in each case accompanied by instruments of transfer executed in blank), (iv) addition to the extent required by this Agreement and not waived by Administrative Agent in writing (which waiver may be revoked) obtaining authenticated Control Agreements from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities, in each case constituting Collateral, to or for any Borrower; provided, that the Administrative Agent shall not deliver a notice that it is exercising exclusive control over any financial assets or commodities to any such issuer, securities intermediary or commodities intermediary unless an Event of Default has occurred and is continuing, (v) in accordance with and to the extent required by Annex B to this Agreement, obtaining a blocked account or similar agreement with each bank or financial institution holding a Deposit Account for such Borrower; provided, that the Administrative Agent shall not deliver a notice that it is exercising exclusive control over any Deposit Account to any such bank or financial institution unless an Event of Default has occurred and is continuing, (vi) for each Borrower that is or becomes the beneficiary filing of a letter of credit with financing statement. Where Collateral having a face amount fair market value in excess of $1,000,000 promptly100,000 in the aggregate is in possession of one or more third-party bailees, Borrower: (a) shall give Bank prompt written notice thereof identifying the names and addresses of the third-party bailees and briefly describing the Collateral in the possession of the third-party bailees; and (b) shall, and in shall cause each of the other Credit Parties (other than the Excluded Subsidiaries) from time to time party to any event within two (2) Business Days after becoming a beneficiaryCollateral Documents to, notifying Administrative Agent thereof and thereafter, unless the related Letter promptly take steps as reasonably requested by Bank to permit Bank to obtain from each of Credit Rights constitute a Supporting Obligation for which the Administrative Agent’s security interest is perfected, using its commercially reasonable efforts to cause the issuer and/or confirmation bank with respect to such Letter of Credit Rights to enter into a trithird-party agreement with the Administrative Agent assigning such Letter of Credit Rights to the Administrative Agent and directing all payments thereunder to a Blocked Accountbailees an acknowledgment, all in form and substance reasonably satisfactory to Bank, that such bailee holds such Collateral for the Administrative Agent (vii) taking all benefit of Bank. Each of Borrower and the Parent Guarantors shall, and shall cause each of the other Credit Parties from time to time party to any Collateral Documents to promptly take steps necessary as reasonably requested by Bank to grant the Administrative Agent control permit Bank to obtain “control” of all any Collateral consisting of investment property, letter-of-credit rights or electronic chattel paper in accordance with (as such items and the Code and all term “transferable recordscontrol” as are defined in each Revised Article 9 of the Uniform Electronic Transactions Act Code) by causing the securities intermediary or issuing bank to execute a control agreement in form and substance reasonably satisfactory to Bank. None of Borrower or the Electronic Signatures in Global and National Commerce Act, (viii) promptlyParent Guarantors shall, and in nor shall they cause or permit any event within five of the other Credit Parties to, create any chattel paper (5) Business Days after the same is acquired by it, notifying the Administrative Agent of any Commercial Tort Claim involving a claim of more other than $1,000,000 acquired by it and if requested by the Administrative Agent, entering into a supplement to this Agreement, granting to Administrative Agent a Lien in such Commercial Tort Claim, (ix) maintaining complete and accurate stock records, (x) except as otherwise provided in clause (vi) hereof, delivering to the Administrative Agent all documents, certificates and Instruments necessary or desirable to perfect the Administrative Agent’s Lien on letters of credit on those Capital Leases under which such Borrower Credit Party is named as beneficiary and all acceptances issued in connection therewith and (xithe lessee) taking such other steps as are deemed necessary or desirable without placing a legend on the chattel paper reasonably acceptable to maintain the Administrative Agent’s Bank indicating that Bank has a security interest in the Collateral. Nothing contained in this Section 10.2(a) shall be deemed to require any Borrower to obtain the consent of any landlord (including, without limitation, any Aviation Authority) or to obtain or record any memorandum of lease or leasehold mortgage or similar instrument with respect to any leased real propertychattel paper.

Perfection of Security Interests. (a) At any time All documents, agreements and from time to timeinstruments, upon the reasonable request of the Administrative Agent and at the sole expense of the Borrowers, the Borrowers shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as actions, required by Section 5.11 of the Administrative Credit Agreement or by the Collateral Documents or under law or reasonably requested by the Agent may deem desirable to obtain perfect the full benefits of any Agent’s first-priority security interest granted or purported to in the Collateral shall have been executed, delivered, taken and, if applicable, be granted by such Borrower hereunder and of the rights and powers herein granted, including (i) upon the reasonable request of the Administrative in proper form for filing. The Agent, using its commercially reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the ratable benefit of the Administrative Agent Secured Parties, shall have a security interest in the Collateral of the type and priority described in the Collateral Documents, and none of the Collateral shall be subject to any License or Contract held by such Borrower and to enforce the other pledges, security interests granted hereunderor mortgages, (ii) unless Administrative Agent shall otherwise consent in writing (which consent may be revoked)except for Permitted Liens; provided that notwithstanding the foregoing, delivering to Administrative Agent all Collateral consisting if, after the use by the Loan Parties of negotiable Documents and certificated securities (in each case, accompanied by stock powers, allonges or other instruments of transfer executed in blank) promptly after such Borrower receives the same, (iii) delivering any requested Chattel Paper or Instrument to Administrative Agent (in each case accompanied by instruments of transfer executed in blank), (iv) to the extent required by this Agreement and not waived by Administrative Agent in writing (which waiver may be revoked) obtaining authenticated Control Agreements from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities, in each case constituting Collateral, to or for any Borrower; provided, that the Administrative Agent shall not deliver a notice that it is exercising exclusive control over any financial assets or commodities to any such issuer, securities intermediary or commodities intermediary unless an Event of Default has occurred and is continuing, (v) in accordance with and to the extent required by Annex B to this Agreement, obtaining a blocked account or similar agreement with each bank or financial institution holding a Deposit Account for such Borrower; provided, that the Administrative Agent shall not deliver a notice that it is exercising exclusive control over any Deposit Account to any such bank or financial institution unless an Event of Default has occurred and is continuing, (vi) for each Borrower that is or becomes the beneficiary of a letter of credit with a face amount in excess of $1,000,000 promptly, and in any event within two (2) Business Days after becoming a beneficiary, notifying Administrative Agent thereof and thereafter, unless the related Letter of Credit Rights constitute a Supporting Obligation for which the Administrative Agent’s security interest is perfected, using its commercially reasonable efforts to cause the issuer and/or confirmation bank with respect condition set forth in this Section 6(h) to such Letter be satisfied on or prior to the Tranche B-2 Effective Date, the requirements (other than (x) the execution and delivery by each applicable Loan Party of Credit Rights a Joinder, a supplement to enter into the Guarantee and Collateral Agreement and a tri“short-party form” intellectual property security agreement suitable for filing with the Administrative United States Copyright Office or the United States Patent and Trademark Office, (y) the receipt by the Agent assigning such Letter of Credit Rights (A) the certificates representing the shares of Capital Stock of the Borrower and each domestic Subsidiary pledged pursuant to the Administrative Agent Guarantee and directing all payments thereunder to Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a Blocked Accountduly authorized officer of the pledgor thereof and (B) each promissory note (if any) of Holdings, all in form the Borrower and substance reasonably satisfactory each domestic Subsidiary pledged to the Administrative Agent pursuant to the Guarantee and Collateral Agreement endorsed (viiwithout recourse) taking all steps necessary in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof, in each case to grant the Administrative extent not previously delivered in the appropriate form to the Agent control of all electronic chattel paper in accordance connection with the Existing Credit Agreement or the Credit Agreement and (z) the filing of Uniform Commercial Code and all “transferable records” as defined financing statements in each jurisdiction contemplated by the Perfection Certificate to the extent not previously properly filed in connection with the Credit Agreement) are not satisfied as of the Uniform Electronic Transactions Act and Tranche B-2 Effective Date, the Electronic Signatures in Global and National Commerce Act, satisfaction of such requirements shall not be a condition to the availability of the Tranche B-2 Term Loans on the Tranche B-2 Effective Date (viii) promptly, but shall be required to be satisfied as promptly as practicable after the Tranche B-2 Effective Date and in any event within five (5) Business Days after the same is acquired by it, notifying the Administrative period specified therefor on Schedule 7 or such later date as Agent of any Commercial Tort Claim involving a claim of more than $1,000,000 acquired by it and if requested by the Administrative Agent, entering into a supplement may agree to this Agreement, granting to Administrative Agent a Lien in such Commercial Tort Claim, (ix) maintaining complete and accurate stock records, (x) except as otherwise provided in clause (vi) hereof, delivering to the Administrative Agent all documents, certificates and Instruments necessary or desirable to perfect the Administrative Agent’s Lien on letters of credit on which such Borrower is named as beneficiary and all acceptances issued in connection therewith and (xi) taking such other steps as are deemed necessary or desirable to maintain the Administrative Agent’s security interest in the Collateral. Nothing contained in this Section 10.2(a) shall be deemed to require any Borrower to obtain the consent of any landlord (including, without limitation, any Aviation Authority) or to obtain or record any memorandum of lease or leasehold mortgage or similar instrument with respect to any leased real propertyits reasonable discretion).

Perfection of Security Interests. (a) At any time and from time to time, upon the reasonable request of the Administrative Agent and at the sole expense of the BorrowersCredit Parties, the Borrowers each Credit Party shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as the Administrative Agent may deem desirable to obtain the full benefits of any security interest granted or purported to be granted by such Borrower Credit Party hereunder and of the rights and powers herein granted, including (i) upon the reasonable request of the Administrative Agent, using its commercially reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Administrative Agent of any License or Contract held by such Borrower Credit Party and to enforce the security interests granted hereunder, (ii) unless Administrative Agent shall otherwise consent in writing (which consent may be revoked), delivering to Administrative Agent all Collateral consisting of negotiable Documents and certificated securities (in each case, accompanied by stock powers, allonges or other instruments of transfer executed in blank) promptly after such Borrower Credit Party receives the same, (iii) delivering any requested Chattel Paper or Instrument to Administrative Agent (in each case accompanied by instruments of transfer executed in blank), (iv) obtaining or using commercially reasonable efforts to obtain, (A) waivers or subordinations of Liens from landlords at locations required by Section 5.8 of this Agreement and (B) signed acknowledgements of Administrative Agent’s Liens from bailees at locations required by Section 5.8 of this Agreement having possession of any Credit Party’s Goods that they hold for the benefit of Secured Parties, (v) to the extent required by this Agreement and not waived by Administrative Agent in writing (which waiver may be revoked) obtaining authenticated Control Agreements Letters from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities, in each case constituting Collateral, to or for any BorrowerCredit Party; provided, that the Administrative Agent shall not deliver a notice that it is exercising exclusive control over any financial assets or commodities to any such issuer, securities intermediary or commodities intermediary unless an Event of Default has occurred and is continuing, (vvi) in accordance with and to the extent required by Annex B C to this Agreement, obtaining a blocked account or similar agreement with each bank or financial institution holding a Deposit Account for such BorrowerCredit Party; provided, that the Administrative Agent shall not deliver a notice that it is exercising exclusive control over any Deposit Account to any such bank or financial institution unless an Event of Default has occurred and is continuing, (vivii) for each Borrower Credit Party that is or becomes the beneficiary of a letter of credit with a face amount in excess of $1,000,000 1,000,000, promptly, and in any event within two (2) Business Days after becoming a beneficiary, notifying Administrative Agent thereof and thereafter, unless the related Letter of Letter-of-Credit Rights constitute a Supporting Obligation for which the Administrative Agent’s security interest is perfected, using its commercially reasonable efforts to cause the issuer and/or confirmation bank with respect to such Letter of Letter-of-Credit Rights to enter into a tri-party agreement with the Administrative Agent assigning such Letter of Letter-of-Credit Rights to the Administrative Agent and directing all payments thereunder to a Blocked Account, all in form and substance reasonably satisfactory to the Administrative Agent Agent, (viiviii) taking all steps necessary to grant the Administrative Agent control of all electronic chattel paper in accordance with the Code and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act, (viiiix) promptly, and in any event within five (5) Business Days after the same is acquired by it, notifying the Administrative Agent of any Commercial Tort Claim commercial tort claim (as defined in the Code) involving a claim of more than $1,000,000 acquired by it and if requested by the Administrative Agent, entering into a supplement to this Agreement, granting to Administrative Agent a Lien in such Commercial Tort Claimcommercial tort claim, (ixx) maintaining complete and accurate stock records, (xxi) except as otherwise provided in clause (vivii) hereof, delivering to the Administrative Agent all documents, certificates and Instruments necessary or desirable to perfect the Administrative Agent’s Lien on letters of credit on which such Borrower Credit Party is named as beneficiary and all acceptances issued in connection therewith and (xixii) taking such other steps as are deemed necessary or desirable to maintain the Administrative Agent’s security interest in the Collateral. Nothing contained in this Section 10.2(a) shall be deemed to require any Borrower to obtain the consent of any landlord (including, without limitation, any Aviation Authority) or to obtain or record any memorandum of lease or leasehold mortgage or similar instrument with respect to any leased real property.