Common use of Perfection of Security Interest in Collateral Clause in Contracts

Perfection of Security Interest in Collateral. The Borrower shall maintain the security interests created by the Loan Documents as perfected first priority security interests subject to no other Liens (other than Inchoate Tax Liens and Liens in favor of an Intermediary subordinated to the Liens created in favor of the Administrative Agent on behalf of the Lenders pursuant to an Account Control Agreement). The Borrower further agrees to take all action reasonably requested by the Administrative Agent to insure the attachment, perfection and priority of, and the ability of the Administrative Agent and the Lenders to enforce in accordance with the Loan Documents and under applicable Law, the security interest in any and all of the Collateral, including, without limitation, (i) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC, to the extent, if any, that the Borrower’s signature thereon is required therefor; and (ii) complying with any provision of any applicable Law, including the Uniform Commercial Code of any applicable jurisdictions as to any Collateral if compliance with such provision is a condition to the attachment, perfection or priority of, or the ability of the Administrative Agent and the Lenders to enforce, the security interest in such Collateral. If any of the Collateral consists of certificated securities (as defined in the UCC), the Borrower shall immediately deliver the same to the applicable Intermediary, accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative Agent or such Intermediary may from time to time specify (and any such certificated securities shall not be included in any determination of whether the aggregate value of Permitted Collateral held in the Collateral Accounts is equal to or greater than the Required Collateral Amount until such securities and instruments of transfer or assignment are so delivered to the applicable Intermediary). Additionally, the Borrower shall maintain Securities Entitlements, Securities Accounts and Deposit Accounts only with financial institutions that have agreed to comply with entitlement orders and instructions originated by the Administrative Agent without the further consent of the Borrower, such arrangements to be in form and substance reasonably satisfactory to the Administrative Agent to establish the Administrative Agent’s “control” (within the meaning of Section 9-104 of the UCC) over all Deposit Accounts and establish the Administrative Agent’s “control” (within the meaning of Section 8-106 and 9-106 of the UCC) over any portion of the Investment Property constituting Certificated Securities, Uncertificated Securities, Securities Accounts and Securities Entitlements. For purposes of this paragraph (g), terms which are defined in the UCC are used herein as so defined (and if defined in more than one article of the UCC shall have the meaning specified in Article 9 thereof).

Perfection of Security Interest in Collateral. The Borrower shall maintain the security interests created by the Loan Documents as perfected first priority security interests subject to no other Liens (other than Inchoate Tax Liens Liens, and Liens in favor shall defend such security interests against the claims and demands of an Intermediary subordinated to the Liens created in favor of the Administrative Agent on behalf of the Lenders pursuant to an Account Control Agreement)all Persons. The Borrower further agrees to take all action reasonably requested by the Administrative Agent Lender to insure the attachment, perfection and priority of, and the ability of the Administrative Agent and the Lenders Lender to enforce in accordance with the Loan Documents and under applicable Law, the security interest in any and all of the Collateral, including, without limitation, (i) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC, to the extent, if any, that the Borrower’s signature thereon is required therefor; and (ii) complying with any provision of any applicable Lawstatute, law, regulation or treaty of the United States, including the Uniform Commercial Code of any applicable jurisdictions as to any Collateral if compliance with such provision is a condition to the attachment, perfection or priority of, or the ability of the Administrative Agent and the Lenders Lender to enforce, the security interest in such Collateral. If any of the Collateral consists of certificated securities (as defined in the UCC), the Borrower shall immediately deliver the same to the applicable Intermediary, accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative Agent Lender or such Intermediary may from time to time specify (and any such certificated securities shall not be included in any determination of whether the aggregate value of Permitted Collateral held in the Collateral Accounts is equal to or greater than the Required Collateral Amount until such securities and instruments of transfer or assignment are so delivered to the applicable Intermediary). Additionally, the Borrower shall maintain Securities Entitlements, Securities Accounts and Deposit Accounts only with financial institutions that have agreed to comply with entitlement orders and instructions originated by the Administrative Agent without the further consent of the Borrower, such arrangements to be in form and substance reasonably satisfactory to the Administrative Agent to establish the Administrative Agent’s “control” (within the meaning of Section 9-104 of the UCC) over all Deposit Accounts and establish the Administrative Agent’s “control” (within the meaning of Section 8-106 and 9-106 of the UCC) over any portion of the Investment Property constituting Certificated Securities, Uncertificated Securities, Securities Accounts and Securities Entitlements. For purposes of this paragraph (g), terms which are defined in the UCC are used herein as so defined (and if defined in more than one article of the UCC shall have the meaning specified in Article 9 thereof).

Perfection of Security Interest in Collateral. The Borrower shall maintain the security interests created by the Loan Documents as perfected first priority security interests subject to no other Liens (other than Inchoate Tax Liens and Liens in favor of an Intermediary subordinated to the Liens created in favor of the Administrative Agent on behalf of the Lenders pursuant to an Account Control Agreement). The Borrower further agrees to take all action reasonably requested by the Administrative Agent to insure the attachment, perfection and priority of, and the ability of the Administrative Agent and the Lenders to enforce in accordance with the Loan Documents and under applicable Law, the security interest in any and all of the Collateral, including, without limitation, (i) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the UCC, to the extent, if any, that the Borrower’s signature thereon is required therefor; and (ii) complying with any provision of any applicable Lawlaw, including the Uniform Commercial Code of any applicable jurisdictions as to any Collateral if compliance with such provision is a condition to the attachment, perfection or priority of, or the ability of the Administrative Agent and the Lenders to enforce, the security interest in such Collateral. If any of the Collateral consists of certificated securities (as defined in the UCC), the Borrower shall immediately deliver the same to the applicable Intermediary, accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative Agent or such Intermediary may from time to time specify (and any such certificated securities shall not be included in any determination of whether the aggregate value of Permitted Collateral held in the Collateral Accounts is equal to or greater than the Required Collateral Amount until such securities and instruments of transfer or assignment are so delivered to the applicable Intermediary). Additionally, the Borrower shall maintain Securities Entitlements, Securities Accounts and Deposit Accounts only with financial institutions that have agreed to comply with entitlement orders and instructions originated by the Administrative Agent without the further consent of the Borrower, such arrangements to be in form and substance reasonably satisfactory to the Administrative Agent to establish the Administrative Agent’s “control” (within the meaning of Section 9-104 of the UCC) over all Deposit Accounts and establish the Administrative Agent’s “control” (within the meaning of Section 8-106 and 9-106 of the UCC) over any portion of the Investment Property constituting Certificated Securities, Uncertificated Securities, Securities Accounts and Securities Entitlements. For purposes of this paragraph (g), terms which are defined in the UCC are used herein as so defined (and if defined in more than one article of the UCC shall have the meaning specified in Article 9 thereof).