Common use of Maintenance of Perfected Security Interest; Further Documentation Clause in Contracts

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, (ii) in the case of Investment Property, Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent to obtain Control with respect thereto, and (iii) in the case of Intellectual Property, filing with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created hereby. (d) Except as otherwise permitted under Section 7.4 of the Credit Agreement and the applicable provisions of each other Loan Document, the Grantors shall not (a) file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which the Administrative Agent is not named as the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the Collateral.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 4.3 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith with the Collateral as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, hereby and (ii) in the case of Investment Property, Deposit Accounts, Accounts and Letter-of-Credit Rights and any other relevant CollateralRights, taking taking, to the extent required by the Credit Agreement, any actions necessary to enable the Administrative Agent to obtain Control “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, and (iii) in the case of Intellectual Property, filing with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created hereby. (d) Except as otherwise permitted under Section 7.4 At any time when the obligor on any Receivables is a Governmental Authority and such Receivables constitute more than 5% of all Receivables, upon the request of the Credit Agreement Administrative Agent, such Grantor shall execute and the applicable provisions of each other Loan Documentdeliver all such documents and instruments, the Grantors shall not (a) file or suffer to be on file, or authorize or permit to be filed or to be on fileand take all such actions, in any jurisdiction, any financing statement or like instrument order to comply with respect to any the requirements of the Collateral in which the Administrative Agent is not named as the secured party as agent for the Secured Parties, or (b) cause or permit Federal Assignment of Claims Act and any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control similar requirement of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the Collateralother Governmental Authority.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 4.3 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith with the Collateral as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, hereby and (ii) in the case of Investment Property, Deposit Accountstaking, Letter-of-to the extent required by the Credit Rights and any other relevant CollateralAgreement, taking any actions necessary to enable the Administrative Agent to obtain Control “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, and (iii) in the case of Intellectual Property, filing with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created hereby. (d) Except as otherwise permitted under Section 7.4 At any time when the obligor on any Receivables is a Governmental Authority and such Receivables constitute more than 5% of all Receivables, upon the request of the Credit Agreement Administrative Agent, such Grantor shall execute and the applicable provisions of each other Loan Documentdeliver all such documents and instruments, the Grantors shall not (a) file or suffer to be on file, or authorize or permit to be filed or to be on fileand take all such actions, in any jurisdiction, any financing statement or like instrument order to comply with respect to any the requirements of the Collateral in which the Administrative Agent is not named as the secured party as agent for the Secured Parties, or (b) cause or permit Federal Assignment of Claims Act and any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control similar requirement of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the Collateralother Governmental Authority.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. (b) Such Grantor will furnish to the Administrative Collateral Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Collateral Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Collateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, hereby and (ii) in the case of Investment Property, Deposit Accounts, Accounts and Letter-of-Credit Rights constituting Collateral and any other relevant Collateral, taking any actions necessary to enable the Administrative Collateral Agent to obtain Control “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, . Notwithstanding anything in this Agreement to the contrary (other than with respect to (i) Investment Property and (iiiii) in Deposit Accounts and Securities Accounts), no Grantor shall be required to take any actions to perfect or maintain the case of Intellectual Property, filing with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the Collateral Agent’s security interests created hereby. (d) Except as otherwise permitted under Section 7.4 of the Credit Agreement and the applicable provisions of each other Loan Document, the Grantors shall not (a) file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument interest with respect to any personal property Collateral which (i) cannot be perfected or maintained by filing a financing statement under the Uniform Commercial Code and (ii) has a fair market value which, together with the value of the all other personal property Collateral in of all Grantors with respect to which the Administrative Agent a security interest is not named as the secured party as agent for the Secured Partiesperfected or maintained in reliance on this sentence, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the Collateraldoes not exceed $2,500,000.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain each of the security interest interests created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 4.04 and shall take all steps required or reasonably necessary to defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights provisions of such Grantor under the Loan Documents to dispose of the CollateralSection 8.14. (b) Such Grantor will shall furnish to the Administrative Agent and the Lenders Secured Parties from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the assets and property of such Grantor and such other reports in connection therewith as the Administrative Collateral Agent may reasonably requestrequest in writing, all in reasonable detail. In addition, at any time and from time to time at the request of the Collateral Agent upon the occurrence and during the continuance of an Event of Default, such Grantor shall furnish to the Collateral Agent such amendments and supplements to the Schedules hereto as are necessary to accurately reflect at such time the information required thereby. (c) At any time and from time to time, upon the written request of the Administrative Collateral Agent, and at the sole expense of such Grantor, such Grantor will shall promptly and duly authorize, execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, including (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, (ii) in the case of Intellectual Property, taking any acts as reasonably necessary to ensure recordation of appropriate evidence of the liens and security interest granted hereunder in any Intellectual Property with any Intellectual Property registry in which such Intellectual Property is registered or issued or in which an application for registration or issuance is pending, including the United States Patent and Trademark Office, the United States Copyright Office, the various Secretaries of State, and the foreign counterparts of any of the foregoing, and (iii) in the case of Investment Property, Deposit Securities Accounts, Letter-of-Credit Rights Deposit Accounts and any other relevant Collateral, taking any actions necessary to enable the Administrative Collateral Agent to obtain Control with respect thereto, including without limitation, executing and (iii) delivering and causing the relevant depositary bank or securities intermediary to execute and deliver a Control Agreement in the case of Intellectual Property, filing with the United States Patent and Trademark Office form attached hereto as Exhibit B or United States Copyright Office (or any successor office or any similar office or agency in any such other country or any political subdivision thereof) any such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created hereby. (d) Except as otherwise permitted under Section 7.4 of the Credit Agreement and the applicable provisions of each other Loan Document, the Grantors shall not (a) file or suffer form reasonably acceptable to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which the Administrative Agent is not named as the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the CollateralAgent.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest interests created by this Agreement as a perfected security interest interests (to the extent such security interests can be perfected by the filing of UCC financing statements (and, with respect to commercial tort claims, to the extent any commercial tort claims are sufficiently identified herein)) having at least the priority described in Section 4.2 hereof, and shall take all actions to defend such security interest interests against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detaildetail in form and substance reasonably satisfactory to Agent. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the Grantors’ sole expense of such Grantorexpense, such Grantor will will, for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein grantedrequest, including, without limitation, including (i) filing or authorizing the filing of any financing or continuation statements under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, ; (ii) in the case of Pledged Collateral, Pledged Investment Property, Deposit Accounts, Letter-of-Credit Rights Property and any other relevant Collateral, taking any such requested actions necessary to enable Agent (on behalf of the Administrative Agent Secured Parties) to obtain Control “control” (within the meaning of the applicable UCC) with respect theretoto such Pledged Collateral, Pledged Investment Property and other Collateral to the extent required to be pledged hereunder; (iii) if requested by Agent in respect of motor vehicles with a fair market value in excess of $2,000,000 in the case aggregate, delivering, to the extent permitted by Applicable Law, any original motor vehicle certificates of Intellectual Propertytitle received by such Grantor from the applicable secretary of state or other Governmental Authority after information reflecting Agent’s security interest has been recorded in such motor vehicles to the extent required to be pledged thereunder; (iv) using commercially reasonable efforts (or, filing with respect to where an Affiliate of a Grantor is the United States Patent and Trademark Office other party or United States Copyright Office (a counterparty to any transaction, all efforts) to secure all approvals necessary or any successor office or any similar office or agency in any other country or any political subdivision thereof) any such documents as may be necessary appropriate for the purpose assignment to or the benefit of perfecting, confirming, continuing, enforcing or protecting Agent of any contractual obligation held by such Grantor (including with respect to Permitted Transactions) and to enforce the security interests created herebyhereunder; (v) subject to Section 5.1(l) of the Credit Agreement, executing and delivering any Control Agreements with respect to Deposit Accounts, Securities Accounts and commodity accounts (other than Excluded Accounts); and (vi) to ensure that a Lien and security interest is granted on any of the Excluded Property set forth in clause (b) of the definition of “Excluded Property”, use commercially reasonable efforts to obtain any required consents from any Person. (d) Except as otherwise permitted under Section 7.4 Such Grantor shall not use or permit any Collateral to be used unlawfully or in violation of the Credit Agreement and the applicable provisions any provision of each other any Loan Document, the Grantors shall not (a) file any Applicable Law or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any policy of the Collateral in which the Administrative Agent is not named as the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of insurance covering the Collateral, if such unlawful use or violation would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, (ii) in the case of Investment Property, Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent to obtain Control with respect thereto, and (iii) in the case of Intellectual Property, filing with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created hereby. (d) Except as otherwise permitted under Section 7.4 7.3 of the Credit Agreement and the applicable provisions of each other Loan Document, the Grantors shall not (a) file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which the Administrative Agent is not named as the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the Collateral. (e) Notwithstanding anything to the contrary in this Agreement, the Credit Agreement or any other Loan Document, the Grantors shall not be required to take any actions to enable the Administrative Agent to obtain Control over any Deposit Account.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. (b) Such Grantor will furnish to the Administrative Collateral Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Collateral Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Collateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, hereby and (ii) in the case of Investment Property, Deposit Accounts, Accounts and Letter-of-Credit Rights constituting Collateral and any other relevant Collateral, taking any actions necessary to enable the Administrative Collateral Agent to obtain Control “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, . Notwithstanding anything in this Agreement to the contrary (other than with respect to (i) Investment Property and (iiiii) in Deposit Accounts and Securities Accounts), no Grantor shall be required to take any actions to perfect or maintain the case of Intellectual PropertyCollateral Agent’s security interest with respect to any personal property Collateral which (i) cannot be perfected or maintained by filing a financing statement under the Uniform Commercial Code and (ii) has a fair market value which, filing together with the United States Patent and Trademark Office value of all other personal property Collateral of all Grantors with respect to which a security interest is not perfected or United States Copyright Office (or any successor office or any similar office or agency maintained in any other country or any political subdivision thereof) any such documents as may be necessary for the purpose of perfectingreliance on this sentence, confirming, continuing, enforcing or protecting the security interests created herebydoes not exceed $2,500,000. (d) Except as otherwise permitted under Subject to Section 7.4 5.11, such Grantor will not establish any additional Deposit Accounts or Securities Accounts constituting Collateral without executing and delivering, concurrently with the establishment of such account, a control agreement in form and substance satisfactory to the Credit Agreement Collateral Agent and the applicable provisions of each other Loan Documentrelated depositary bank or securities intermediary, as the Grantors shall not (a) file or suffer to be on file, or authorize or permit to be filed or to be on filecase may be, in any jurisdiction, any financing statement or like instrument with respect order to any perfect the security interests of the Collateral Agent in which such account under the Administrative Agent is not named as the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the CollateralUniform Commercial Code.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 4.3 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. (b) Such Grantor will furnish to the Administrative Agent and the Lenders Secured Parties from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly authorize, execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, hereby and (ii) in the case of Investment Property, Deposit Accounts, Letter-of-Credit Rights Accounts and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent to obtain Control "control" (within the meaning of the applicable Uniform Commercial Code) with respect thereto, including without limitation, executing and (iii) delivering and causing the relevant depositary bank or securities intermediary to execute and deliver a Control Agreement in the case of Intellectual Propertyform attached hereto as Exhibit D, filing with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any such other country or any political subdivision thereof) any such documents form as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created hereby. (d) Except as otherwise permitted under Section 7.4 of the Credit Agreement and the applicable provisions of each other Loan Document, the Grantors shall not (a) file or suffer satisfactory to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which the Administrative Agent is not named as the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the CollateralAgent.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Subject to the terms and limitations set forth herein, such Grantor shall maintain the security interest interests of the Administrative Agent (for the benefit of the Secured Parties) created by this Agreement as a perfected security interest interests having at least the priority described in Section 4.2 and shall defend such security interest interests against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. (b) Such Upon reasonable request of the Administrative Agent, such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, but in any event subject to the terms and limitations set forth herein, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, hereby and (ii) in the case of Investment Property, Deposit Investment Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent to obtain Control “control” (within the meaning of the UCC) with respect thereto, and (iii) in thereto to the case of Intellectual Property, filing with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created herebyextent required hereunder. (d) Except as otherwise permitted under Section 7.4 of the Credit Agreement and the applicable provisions of each other Loan Document, the Grantors shall not (a) file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which the Administrative Agent is not named as the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the Collateral.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, hereby and (ii) in the case of Investment Property, Deposit Accounts, Letter-of-Credit Rights (in each case to the extent constituting Collateral in which a lien is required to be perfected by control hereunder) and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent to obtain Control “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, and (iii) in the case of Intellectual Property, filing with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created hereby. (d) Except as otherwise permitted under Section 7.4 of the Credit Agreement and the applicable provisions of each other Loan Document, the Grantors shall not (a) file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which the Administrative Agent is not named as the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the Collateral.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Each Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 4.3 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. (b) Such Each Grantor will furnish to the Administrative Agent and the Lenders from time to time promptly upon request at any time an Enhanced Reporting Trigger Period is in effect but otherwise no more than once per Fiscal Year, statements and schedules further identifying and describing the assets and property of such Grantor Collateral and such other reports in connection therewith with the assets and Property of such Grantor as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such each Grantor will promptly and duly authorize, execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created herebyhereby (including, without limitation, any such document or action in respect of the Assignment of Claims Act; provided that any Borrower shall not be required at any time to file any document or take any action in respect of the Assignment of Claims Act if at such time no Receivables arising under a U.S. Government Contract are included in the Borrowing Base) and (ii) in the case of each Investment Property, Deposit Accounts, Letter-of-Credit Rights and any other relevant CollateralAccount, taking any actions reasonably necessary to enable the Administrative Agent to obtain Control “control” (within the meaning of the applicable UCC) with respect thereto, including, without limitation, executing and (iii) delivering and causing the relevant depositary bank to execute and deliver a Control Agreement in a form reasonably acceptable to Administrative Agent to the case of Intellectual Property, filing with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created herebyextent required under this Agreement. (d) Except as otherwise permitted under Section 7.4 Upon the request of Administrative Agent, Borrowers shall (i) execute and deliver to Administrative Agent a Perfection Certificate with then current information which shall be in form and substance satisfactory to Administrative Agent and (ii) supplement Schedules 2,3,4,5,6 and 7 (each such date the Credit Agreement and the applicable provisions of each other Loan Documentforegoing schedules are supplemented, the Grantors shall not (a) file or suffer to be on filea “Supplement Date”), or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any matter hereafter arising that, if existing or occurring at the Closing Date, would have been required to be set forth or described in such Schedule or as an exception to such representation or that is necessary to correct any information in such Schedule or representation which has been rendered inaccurate thereby, and, in each case such Perfection Certificate or Schedule shall be appropriately marked to show the changes made therein; provided that neither such Perfection Certificate nor such supplement to any Schedule or representation or warranty shall amend, supplement, or otherwise modify such Perfection Certificate or any such Schedule or representation or warranty, or be deemed a waiver of any Default or Event of Default resulting from the Collateral in which the matters disclosed therein, except as consented to by Administrative Agent is not named and the Majority Lenders or Lenders, as the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (applicable in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part Section 12.1 of the CollateralCredit Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest against the any claims and demands of all Persons whomsoeverany Person at any time claiming any interest in the Collateral that is adverse to the Administrative Agent or the Lenders, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Borrower Obligations or for the guarantee contained in Section 2 or any property subject thereto. (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, hereby and (ii) in the case of Investment Property, Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent to obtain Control “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, subject to the exceptions contained in Sections 5.1 and (iii) in the case of Intellectual Property, filing with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created hereby5.7. (d) Except as otherwise permitted under Section 7.4 of Notwithstanding anything contained in this Agreement to the Credit Agreement and the applicable provisions of each other Loan Documentcontrary, the Grantors Administrative Agent shall not (a) file or suffer require any Grantor to be on file, or authorize or permit to be filed or to be on file, in take any jurisdiction, any financing statement or like instrument action with respect to any of the Collateral in which or the security interest granted therein to the extent the Administrative Agent determines, in its sole discretion, that the cost of taking such action is not named as excessive in relation to the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part value of the Collateralsecurity to be afforded thereby.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected (other than with respect to unperfected liens permitted under Sections 4.7 and 4.12) security interest having at least the priority described in Section 4.2 3.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to liens permitted by the Secured Instruments and the rights of such Grantor under the Loan Documents Secured Instruments to dispose of any item of the Collateral. (b) Such Grantor will furnish to the Administrative Agent and the Lenders Collateral Trustee from time to time statements and schedules further identifying and describing the assets and property Collateral of such Grantor and such other reports in connection therewith as the Administrative Agent Collateral Trustee or the Directing Parties (with notice to the Collateral Trustee) may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative AgentCollateral Trustee, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent Collateral Trustee or the Directing Parties (with notice to the Collateral Trustee) may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, (ii) filing Intellectual Property Short Form Security Agreements substantially in the form of Annex 2 hereof, and (iii) in the case of Investment Property, Deposit Accounts, Letter-of-Letter of Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent Collateral Trustee to obtain Control “control” (within the meaning of the applicable UCC) with respect thereto, and (iii) in the case of Intellectual Property, filing with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created hereby. (d) Except as otherwise permitted under Section 7.4 of the Credit Agreement and the applicable provisions of each other Loan Document, the Grantors shall not (a) file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which the Administrative Agent is not named as the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the Collateral.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably requestrequest from time to time, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, including (i) filing any financing or continuation statements under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, (ii) in the case of Investment Property, Deposit Accounts, Letter-of-Credit Rights Property and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent to obtain Control “control” (within the meaning of the applicable UCC) with respect thereto, thereto and (iii) in without limiting the case of Intellectual Property, filing with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created hereby. (d) Except as otherwise permitted under Section 7.4 generality of the Credit Agreement foregoing, causing each Issuer (other than a Grantor) to execute and the applicable provisions of each other Loan Document, the Grantors shall not (a) file or suffer deliver to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which the Administrative Agent is not named the Acknowledgement signature page to this Agreement. Each Grantor acknowledges and agrees that its signature to this Agreement as the secured party a Grantor shall bind it to each and every provision of this Agreement in its capacity as agent for the Secured Parties, or a Grantor and as an Issuer (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the Collateralas applicable).

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 4.3 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, hereby and (ii) in the case of Investment Property, Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent to obtain Control “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, and (iii) in the case of Intellectual Property, filing with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created hereby. (d) Except as otherwise permitted under Section 7.4 of the Credit Agreement and the applicable provisions of each other Loan DocumentSuch Grantor will not, the Grantors shall not (a) file or suffer except upon 15 days’ prior written notice to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which the Administrative Agent is not named as the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than and delivery to the Administrative Agent or of (A) all additional executed financing statements and other documents reasonably requested by the Custodian (in accordance with Administrative Agent to maintain the Custody Agreement) to have Control of any Deposit Accountvalidity, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part perfection and priority of the Collateralsecurity interests provided for herein and (B) if applicable, a written supplement to Schedule 5 showing any additional location at which Inventory or Equipment shall be kept, change its jurisdiction of organization.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Each Grantor shall cause all filings and other actions contemplated by Section 3.3(c) to be taken. Subject to Section 4.3(b), each Grantor shall maintain the security interest Security Interests created by this Agreement as a first priority, perfected security interest having at least the priority described in Section 4.2 interests subject only to Permitted Liens and shall defend such security interest interests against the all claims and demands of all Persons whomsoever, subject persons whomsoever (other than those pursuant to the rights of such Grantor under the Loan Documents to dispose of the CollateralPermitted Liens). (b) Such Grantor will furnish For the avoidance of doubt, it is understood and agreed that no filings, registrations, recordings or other actions have been made or, unless requested to be made by the Administrative Agent and pursuant to Section 4.3(c), will be required to be made with respect to the Lenders from time to time statements and schedules further identifying and describing perfection of Security Interests in any Collateral in any jurisdiction outside of the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detailUnited States. (c) At any time and from time to time, upon Upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such each Grantor will promptly execute, acknowledge, deliver and cause to be duly execute filed any and deliverall further documents, financing statements, agreements and instruments, and have recorded, such further instruments and documents and take all such further actions as (including the filing and recording of financing statements and other documents), that may be required under any applicable law, or that the Administrative Agent or the Required Lenders may reasonably request for request, in order to effectuate the purpose of obtaining or preserving the full benefits of transactions contemplated by this Agreement and in order to grant, preserve, protect and perfect the validity and priority (other than with respect to rights of Persons pursuant to Permitted Liens) of the Security Interests created or intended to be created by this Agreement or to enable the Administrative Agent to exercise and enforce its rights and powers herein grantedremedies with respect to any Collateral, including, without limitation, (i) including the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, (ii) in all at the case expense of Investment Property, Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent to obtain Control with respect thereto, and (iii) in the case of Intellectual Property, filing with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created herebyGrantor. (d) Except as otherwise permitted under Section 7.4 of the Credit Agreement and the applicable provisions of each other Loan Document, the Grantors shall not (a) file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which the Administrative Agent is not named as the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the Collateral.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Except as otherwise permitted in the Credit Agreement or this Agreement, such Grantor shall maintain the security interest interests of the Administrative Agent (for the benefit of the Secured Parties) created by this Agreement as a perfected security interest interests having at least the priority described in Section 4.2 and shall defend such security interest interests against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. (b) Such Upon reasonable request of the Administrative Agent, such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, hereby and (ii) in the case of Investment Property, Deposit Investment Accounts, Letter-of-Credit Rights and any Deposit Accounts (other relevant than Excluded Accounts) constituting Collateral, taking any actions necessary to enable the Administrative Agent to obtain Control “control” (within the meaning of the UCC) with respect thereto, and (iii) in thereto to the case of Intellectual Property, filing with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created herebyextent required hereunder. (d) Except as otherwise permitted under Section 7.4 of the Credit Agreement and the applicable provisions of each other Loan Document, the Grantors shall not (a) file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which the Administrative Agent is not named as the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the Collateral.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest interests of the Administrative Agent and the other Secured Parties created by this Agreement as a perfected security interest interests (to the extent such security interests are required to be perfected under the terms of this Agreement) having at least the priority described in Section 4.2 3.2 and shall defend such security interest interests against the claims and demands of all Persons whomsoeverwhomsoever (other than to the extent such claims or demands are based on Permitted Priority Liens), subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) subject to Section 2, authorizing the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, (ii) in the case of Investment Property, Deposit Accounts, Letter-of-Credit Rights hereby and any other relevant Collateral, taking any actions filing and recording documents necessary to enable record the Administrative Agent to obtain Control with respect thereto, Agent’s and (iii) the other Secured Parties’ security interest in the case of such Grantor’s Intellectual Property, filing with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency Property in any other country or any political subdivision thereof) any such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created herebyand all Intellectual Property Registries. (d) Except as otherwise permitted under Section 7.4 of the Credit Agreement and the applicable provisions of each other Loan Document, the Grantors shall not (a) file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which the Administrative Agent is not named as the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the Collateral.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain and preserve the security interest created by this Agreement and the Liens of the Administrative Agent in such Grantor’s Collateral as a perfected security interest having at least the perfection and priority described in Section 4.2 4.3 and shall defend the title to the Collateral, such Liens of the Administrative Agent and such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor in reasonable detail and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detailincluding without limitation information about the mortgaged properties securing the Pledged Debt. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute execute, acknowledge and deliver, and have recorded, all such further instruments and documents documents, including, without limitation, a completed Pledge Supplement, substantially in the form of Annex I attached hereto, and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining creating, perfecting, ensuring the priority of, protecting or enforcing the Administrative Agent’s security interest in the Collateral or otherwise conferring or preserving the full benefits of this Agreement, the Liens in and to the Collateral intended to be created by this Agreement and of the interests, rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction . Grantor will cooperate with respect to the security interests created hereby, (ii) in the case of Investment Property, Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent to obtain Control Agent, at Grantor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with respect thereto, and (iii) in the case of Intellectual Property, filing with the United States Patent and Trademark Office or United States Copyright Office (such Liens or any successor office sale or any similar office or agency in any other country or any political subdivision thereof) any such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created hereby. (d) Except as otherwise permitted under Section 7.4 of the Credit Agreement and the applicable provisions of each other Loan Document, the Grantors shall not (a) file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which the Administrative Agent is not named as the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part transfer of the Collateral.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Except as expressly permitted by this Agreement or the Credit Agreement, such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to provided that, unless otherwise required by Agent in writing at any time following the rights occurrence and continuance of an Event of Default, such security interest need not be perfected in property of the Grantor in which a security interest may not be perfected by filing a financing statement under the Loan Documents to dispose of Code, having a value less than $100,000 individually or $350,000 in the Collateralaggregate. (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the reasonable written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, including (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, (ii) in the case of Investment Property, Deposit Accounts, Letter-of-Electronic Chattel Paper and Letter of Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent to obtain Control “control” (within the meaning of Code) with respect thereto, in each case pursuant to documents in form and substance reasonably satisfactory to Agent, provided that so long as no Event of Default has occurred and is continuing, no Grantor shall be required to cause the Agent to have control over such Investment Property, Electronic Chattel Paper, Letter of Credit Rights or other relevant Collateral (other than any Deposit Account) having a value less than $100,000 individually or $350,000 in the aggregate and (iii) in during the case continuance of Intellectual Propertyan Event of Default, filing with if requested by Agent, delivering, to the United States Patent and Trademark Office extent permitted by law, any original motor vehicle certificates of title received by such Grantor from the applicable secretary of state or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the Governmental Authority after information reflecting Agent’s security interests created herebyinterest has been recorded therein. (d) Except Such Grantor authorizes Agent to, at any time and from time to time, at such Grantor’s expense, file financing statements, continuation statements, and amendments thereto that describe the Collateral (including describing the Collateral as otherwise permitted under Section 7.4 “all assets” of each Grantor, or words of similar effect), and which contain any other information required pursuant to the Code for the sufficiency of the Credit Agreement and the applicable provisions filing office acceptance of each other Loan Documentany financing statement, the Grantors shall not (a) file or suffer to be on filecontinuation statement, or authorize amendment, and each Grantor agrees to furnish any such information to Agent promptly upon request. Any such financing statement, continuation statement, or permit amendment may be signed (to the extent signature of a Grantor is required under applicable law) by Agent on behalf of any Grantor and may be filed or at any time in any applicable jurisdiction. (e) Such Grantor shall, at any time and from time to be on filetime, take such steps as Agent may reasonably request (i) to obtain an acknowledgement, in form and substance reasonably satisfactory to Agent, of any jurisdiction, any financing statement or like instrument with respect to bailee having possession of any of the Collateral (provided that such Grantor shall not be required to obtain any such acknowledgement as it relates to Collateral having a value less than $100,000 individually or $350,000 in which the Administrative aggregate unless otherwise required by Agent is not named as in writing at any time following the secured party as agent occurrence and continuance of an Event of Default), stating that the bailee holds such Collateral for the Secured PartiesAgent, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreementii) to have Control obtain “control” of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part Rights, or Electronic Chattel Paper (within the meaning of the CollateralCode) with any agreements establishing control to be in form and substance reasonably satisfactory to Agent (provided that such Grantor shall not be required to ensure Agent has “control” over any such Collateral described in this clause (ii) having a value less than $100,000 individually or $350,000 in the aggregate unless otherwise required by Agent in writing at any time following the occurrence and continuance of an Event of Default) and (iii) otherwise to ensure the continued perfection and priority of Agent’s security interest in any of the Collateral and of the preservation of its rights therein to the extent required by this Agreement and the Credit Agreement. (f) Without limiting the generality of the foregoing, if such Grantor at any time holds or acquires an interest in any Electronic Chattel Paper or any “transferable record”, as that term is defined in Section 201 of the federal Electronic Signatures in Global and National Commerce Act, or in §16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, such Grantor shall promptly notify Agent thereof and, at the request of Agent, shall take such action as Agent may reasonably request to vest in Agent “control” under Section 9-105 of the Code of such electronic chattel paper or control under Section 201 of the federal Electronic Signatures in Global and National Commerce Act or, as the case may be, §16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. Agent agrees with the Grantors that Agent will arrange, pursuant to procedures reasonably satisfactory to Agent and so long as such procedures will not result in Agent’s loss of control, for the Grantors to make alterations to such electronic chattel paper or transferable record permitted under Section 9-105 of the Code or, as the case may be, Section 201 of the federal Electronic Signatures in Global and National Commerce ▇▇▇ ▇▇ §▇▇ of the Uniform Electronic Transactions Act for a party in control to make without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by any Grantor with respect to such electronic chattel paper or transferable record.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the Collateral and other assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detailsuch detail as the Administrative Agent may reasonably specify. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole cost and expense of such Grantor, such Grantor will promptly and duly authorize, execute and deliver, and have recorded, such all further instruments and documents and take such all further actions as may be necessary or that the Administrative Agent may reasonably request for the purpose of perfecting or protecting the assignments and security interests granted hereunder and obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) executing and filing any financing or continuation statements under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, (ii) in the case of Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter-of-Credit Rights and any other relevant Collateral, taking any actions reasonably necessary to enable the Administrative Agent to obtain Control “control” (within the meaning of the applicable UCC) with respect thereto, in each case pursuant to documents in form and substance satisfactory to the Administrative Agent, (iii) using commercially reasonable efforts acting in good faith to obtain waivers from mortgagees, lessors, landlords, warehousemen, and repairmen in form and substance satisfactory to the case Administrative Agent, (iv) if requested by the Administrative Agent, delivering, to the extent permitted by law, any original motor vehicle certificates of Intellectual Propertytitle received by such Grantor from the applicable secretary of state or other Governmental Authority after information reflecting the Administrative Agent's security interest has been recorded therein, filing with and (v) if requested by the United States Patent Administrative Agent, executing and Trademark Office delivering any mortgages or United States Copyright Office (or other security agreements covering any successor office or any similar office or agency in any other country or any political subdivision thereof) any aircraft owned by such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created herebyGrantor. (d) Except Each Grantor authorizes the Administrative Agent to, at any time and from time to time, file financing statements, continuation statements, and amendments thereto that describe the Collateral (including describing the Collateral as otherwise permitted under Section 7.4 of the Credit Agreement and the applicable provisions “all assets” of each other Loan Document, the Grantors shall not (a) file or suffer to be on fileGrantor, or authorize words of similar effect), and which contain any other information required pursuant to the UCC for the sufficiency of filing office acceptance of any financing statement, continuation statement, or permit amendment, and each Grantor agrees to furnish any such information to the Administrative Agent promptly upon request. Any such financing statement, continuation statement, or amendment may be signed (to the extent signature of a Grantor is required under applicable law) by the Administrative Agent on behalf of any Grantor and may be filed or to be on file, at any time in any jurisdiction. (e) Each Grantor shall, at any financing statement or like instrument with respect time and from time and to time, take such steps as the Administrative Agent may reasonably request for the Administrative Agent (i) to obtain an acknowledgement, in form and substance reasonably satisfactory to the Administrative Agent, of any bailee having possession of Collateral having a value in excess of $250,000 (in the aggregate for all Grantors), stating that the bailee holds such Collateral for the Administrative Agent and (ii) to otherwise insure the continued perfection and priority of the Administrative Agent's security interest in any of the Collateral in which the Administrative Agent is not named as the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part and of the Collateralpreservation of its rights therein.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest in such Grantor’s Collateral created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor whomsoever other than Liens permitted under the Loan Documents to dispose of the CollateralIndenture. (b) Such Grantor will furnish to the Administrative Collateral Agent and the Lenders from time to time time, statements and schedules further identifying and describing the assets and property of such Grantor Grantor’s Collateral and such other reports in connection therewith with such Grantor’s Collateral as the Administrative Collateral Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Collateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, hereby and (ii) in the case of Investment Property, Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any commercially reasonable actions necessary to enable the Administrative Collateral Agent to obtain Control “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, . Notwithstanding the foregoing and (iii) in the case any other provision of Intellectual Property, filing with the United States Patent and Trademark Office or United States Copyright Office (this Agreement or any successor office or any similar office or agency in any other country or any political subdivision thereof) any Notes Document to the contrary, unless the Collateral Agent requests at such documents time as may an Event of Default shall have occurred and be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting no Grantor shall be required to perfect the security interests created herebyhereby in such Grantor’s motor vehicles and other assets covered by a certificate of title (except to the extent the security interests in such Collateral may be perfected by the filing of financing statements under the Uniform Commercial Code of an applicable jurisdiction). (d) Except as otherwise permitted under Section 7.4 of the Credit Agreement and the applicable provisions of each other Loan Document, the Grantors shall not (a) file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which the Administrative Agent is not named as the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the Collateral.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest (except to the extent such security interest in any Deposit Account or Letter of Credit Rights and perfection thereof is governed by Section 8.16 of the Credit Agreement or otherwise subject to the limitations on perfection set forth in Section 6 of this Agreement) having at least the priority described in Section 4.2 5.04 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose whomsoever except for Liens permitted by Section 9.03 of the CollateralCredit Agreement. (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the Collateral and other assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detailsuch detail as the Administrative Agent may reasonably specify. (c) At any time and from time to time, upon the written request of the Administrative AgentAgent or any other Secured Party, and at the sole cost and expense of such Grantor, such Grantor will promptly and duly authorize, execute and deliver, and have recorded, such all further instruments and documents and take such all further actions as may be necessary or that the Administrative Agent may reasonably request for the purpose of perfecting or protecting the assignments and security interests granted hereunder and obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) executing and filing any financing or continuation statements under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, (ii) in the case of Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter-of-Credit Rights (except to the extent such security interest in any Deposit Account or Letter of Credit Rights and perfection thereof is governed by Section 8.16 of the Credit Agreement or otherwise subject to the limitations on perfection set forth in Section 6 of this Agreement) and any other relevant Collateral, taking any actions reasonably necessary to enable the Administrative Agent to obtain Control “control” (within the meaning of the applicable UCC) with respect thereto, in each case pursuant to documents in form and substance satisfactory to the Administrative Agent, (iii) using commercially reasonable efforts acting in good faith to obtain waivers from mortgagees, lessors, landlords, warehousemen, and repairmen in form and substance satisfactory to the Administrative Agent, (iv) if requested by the Administrative Agent, delivering, to the extent permitted by law, any original motor vehicle certificates of title received by such Grantor from the applicable secretary of state or other Governmental Authority after information reflecting the Administrative Agent’s security interest has been recorded therein, (v) if requested by the Administrative Agent, executing and delivering any mortgages or other security agreements covering any aircraft owned by such Grantor and (vi) taking all actions reasonably requested by the Administrative Agent in order to perfect and give notice of its security interest in the case of Intellectual PropertyAlaska Receivables (including executing and delivering notices in respect thereof, and filing such applications and further documents with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any such documents Alaska Department of Revenue as may be necessary for the purpose of perfectingand convenient to establish, confirming, continuing, enforcing or protecting the perfect and maintain such security interests created herebyinterest). (d) Except as otherwise permitted under Section 7.4 Each Grantor shall enter into and deliver to the Collateral Agent a Deposit Account Control Agreement with each bank at which such Grantor maintains any deposit account with respect to each such deposit account (other than accounts maintained solely for the benefit of Persons other than the Borrower or any other Subsidiary and payroll accounts) in favor of the Administrative Agent for the benefit of the Agents and the Lenders (subject in priority only to customary Liens provided in favor of such depositary bank); provided, that the foregoing shall be deemed satisfied to the extent that the Grantors have complied with the requirements set forth in the Credit Agreement within the time periods set forth therein. (e) Each Grantor shall, at any time and from time and to time, take such steps as the applicable provisions of each other Loan Document, Administrative Agent may reasonably request for the Grantors shall not Administrative Agent (ai) file or suffer to be on file, or authorize or permit to be filed or to be on fileobtain an acknowledgement, in form and substance reasonably satisfactory to the Administrative Agent, of any jurisdictionbailee having possession of Collateral having a value in excess of $250,000 (in the aggregate for all Grantors), any financing statement or like instrument with respect stating that the bailee holds such Collateral for the Administrative Agent and (ii) to otherwise insure the continued perfection and priority of the Administrative Agent’s security interest in any of the Collateral in which the Administrative Agent is not named as the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part and of the Collateralpreservation of its rights therein.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor IP Holder shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject . IP Holder also shall maintain its ownership and other interests in the Guarantee Collateral as to which filings or other actions are required in non-U.S. jurisdictions by timely making all such filings or taking all such actions and shall defend such ownership or other interests against the rights claims and demands of such Grantor under the Loan Documents to dispose of the Collateralall Persons whomsoever. (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative AgentIndenture Trustee, and at the sole expense of such GrantorIP Holder, such Grantor IP Holder will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent Indenture Trustee may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, (ii) in the case of Investment Property, Deposit Accounts, Letter-of-Credit Rights and any other relevant Guarantee Collateral, taking any actions necessary to enable the Administrative Agent Indenture Trustee to obtain Control “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, thereto to the extent “control” is the basis for perfecting the Indenture Trustee’s security interest therein and (iii) in the case of the Intellectual PropertyProperty (including any license agreements or intellectual property that become Intellectual Property after the date of this Agreement), filing with any registration in the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in and any other country or any political subdivision thereof) any such documents filings as may be necessary for required by applicable Requirements of Law or by the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created hereby. (d) Except as otherwise permitted under Section 7.4 of the Credit Agreement and the applicable provisions of each other Loan Document, the Grantors shall not (a) file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which the Administrative Agent is not named as the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control laws of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letternon-of-Credit Right constituting part of the CollateralU.S. jurisdiction.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest to the extent required by this Agreement having at least the priority described in Section 4.2 3.02 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights whomsoever other than any holder of such Grantor under the Loan Documents to dispose of the CollateralPermitted Liens. (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request shall be required by applicable law for the purpose of obtaining obtaining, perfecting or preserving the full benefits of security interests purported to be granted under this Agreement and of the rights and powers remedies herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, hereby and (ii) subject to Section 4.18(d) of the Indenture, in the case of the Deposit Accounts, Investment Property, Deposit Accounts, Letter-of-Letter of Credit Rights and the Securities Accounts and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent to obtain Control “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, and provided that the Grantor shall not be required to take any of the actions set forth in this clause (iiiii) in the case of Intellectual Property, filing with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created herebyrespect to Excluded Accounts. (dc) Except as otherwise permitted under Section 7.4 of the Credit Agreement and the applicable provisions of each other Loan DocumentIf any Grantor shall at any time acquire a Commercial Tort Claim, the Grantors shall not (a) file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which the Administrative claim amount individually exceeds $2,000,000, such Grantor shall promptly notify the Agent is not named as in a writing signed by such Grantor of the secured party as agent details thereof and grant to the Agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part benefit of the CollateralSecured Parties in such writing a security interest therein and in the Proceeds thereof, with such writing to be in form and substance required by applicable law and such writing shall constitute a supplement to Schedule B hereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Except as expressly permitted by this Agreement, such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to provided that, unless otherwise required by Lender in writing at any time following the rights occurrence and continuance of an Event of Default, such security interest need not be perfected in property of the Grantor in which a security interest may not be perfected by filing a financing statement under the Loan Documents to dispose of Code, having a value less than $100,000 individually or #32619088 v1 $350,000 in the Collateralaggregate. (b) Such Grantor will furnish to the Administrative Agent and the Lenders Lender from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent Lender may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the reasonable written request of the Administrative AgentLender, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, including (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, (ii) in the case of Investment Property, Deposit Accounts, Letter-of-Electronic Chattel Paper and Letter of Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent Lender to obtain Control “control” (within the meaning of Code) with respect thereto, in each case pursuant to documents in form and substance reasonably satisfactoiy to Lender, provided that so long as no Event of Default has occurred and is continuing, no Grantor shall be required to cause the Lender to have control over such Investment Property, Electronic Chattel Paper, Letter of Credit Rights or other relevant Collateral (other than any Deposit Account) having a value less than $100,000 individually or $350,000 in the aggregate and (iii) in during the case continuance of Intellectual Propertyan Event of Default, filing with if requested by Lender, subject to the United States Patent and Trademark Office Intercreditor Agreement, delivering, to the extent permitted by law, any original motor vehicle certificates of title received by such Grantor from the applicable secretary of state or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the Governmental Authority after information reflecting Lender’s security interests created herebyinterest has been recorded therein. (d) Except Such Grantor authorizes Lender to, at any time and from time to time, file financing statements, continuation statements, and amendments thereto that describe the Collateral (including describing the Collateral as otherwise permitted under Section 7.4 of the Credit Agreement and the applicable provisions “all assets” of each other Loan Document, the Grantors shall not (a) file or suffer to be on fileGrantor, or authorize words of similar effect), and which contain any other information required pursuant to the Code for the sufficiency of filing office acceptance of any financing statement, continuation statement, or permit amendment, and each Grantor agrees to furnish any such information to Lender promptly upon request. Any such financing statement, continuation statement, or amendment may be signed (to the extent signature of a Grantor is required under applicable law) by Lender on behalf of any Grantor and may be filed or to be on file, at any time in any jurisdiction. (e) Such Grantor shall, subject to the Intercreditor Agreement, at any financing statement or like instrument with respect time and from time to time, take such steps as Lender may reasonably request for Lender (i) to obtain an acknowledgement, in form and substance reasonably satisfactoiy to Lender, of any bailee having possession of any of the Collateral (provided that such Grantor shall not be required to obtain any such acknowledgement as it relates to Collateral having a value less than $100,000 individually or $350,000 in which the Administrative Agent is not named as aggregate (unless otherwise required by Lender in writing at any time following the secured party as agent occurrence and continuance of an Event of Default), stating that the bailee holds such Collateral for the Secured PartiesLender, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreementii) to have Control obtain “control” of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-Letter- of-Credit Right constituting part Rights, or Electronic Chattel Paper (within the meaning of the Collateralcode) with any agreements establishing control to be in form and substance reasonably satisfactory to Lender (provided that such Grantor shall not be required to ensure Lender #32619088 v1 has “control” over any such Collateral described in this clause (ii) having a value less than $100,000 individually or $350,000 in the aggregate unless otherwise required by Lender in writing at any time following the occurrence and continuance of an Event of Default) and (iii) otherwise to insure the continued perfection and priority of Lender’s security interest in any of the Collateral and of the preservation of its rights therein to the extent required in this Agreement and the Loan Documents. (f) Without limiting the generality of the foregoing, if such Grantor at any time holds or acquires an interest in any Electronic Chattel Paper or any “transferable record”, as that term is defined in Section 201 of the federal Electronic Signatures in Global and National Commerce Act, or in §16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, such Grantor shall, subject to the Intercreditor Agreement, promptly notify Lender thereof and, at the request of Lender, shall take such action as Lender may reasonably request to vest in Lender “control” under Section 9-105 of the Code of such electronic chattel paper or control under Section 201 of the federal Electronic Signatures in Global and National Commerce Act or, as the case may be, § 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. Lender agrees with the Grantors that Lender will arrange, pursuant to procedures reasonably satisfactoiy to Lender and so long as such procedures will not result in Lender’s loss of control, for the Grantors to make alterations to such electronic chattel paper or transferable record permitted under Section 9-105 of the Code or, as the case may be, Section 201 of the federal Electronic Signatures in Global and National Commerce ▇▇▇ ▇▇ §▇▇ of the Uniform Electronic Transactions Act for a party in control to make without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by any Grantor with respect to such electronic chattel paper or transferable record.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor The Grantors shall maintain the security interest interests created by this Agreement as a perfected security interest interests (to the extent such security interests can be perfected by the filing of UCC financing statements (and, with respect to Commercial Tort Claims, to the extent any Commercial Tort Claims are sufficiently identified herein)) having at least the priority described in Section 4.2 4.2, and shall defend such security interest interests against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. (b) Such Each Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent Required Lenders may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative AgentRequired Lenders, and at the its sole expense of such Grantorexpense, such each Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent Required Lenders may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, including (i) filing any financing or continuation statements under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, (ii) subject to Sections 3.3 and 3.4, in the case of Investment Property, Deposit Accounts, Letter-of-Credit Rights Property and any other relevant Collateral, taking any such requested actions necessary to enable the Administrative Agent Lenders to obtain Control “control” (within the meaning of the applicable UCC) with respect thereto, to such Investment Property or other Collateral to the extent required to be pledged hereunder; and (iii) in if requested by the case Required Lenders, delivering, to the extent permitted by law, any original motor vehicle certificates of Intellectual Property, filing with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any title received by such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created hereby. (d) Except as otherwise permitted under Section 7.4 of the Credit Agreement and Grantor from the applicable provisions secretary of each state or other Loan Document, Governmental Authority after information reflecting Lenders’ security interest has been recorded in such motor vehicles to the Grantors shall not (a) file or suffer extent required to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which the Administrative Agent is not named as the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the Collateralpledged thereunder.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 4.2, and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. (b) Such Grantor will furnish to the Administrative Collateral Agent and the other Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Collateral Agent or such Lender may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Collateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, including (i) filing any financing or continuation statements under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, (ii) in the case of Investment Property, Deposit Accounts, Letter-of-Credit Rights Property and any other relevant Collateral, taking any such requested actions necessary to enable the Administrative Collateral Agent for the benefit of the Lenders to obtain Control “control” (within the meaning of the applicable UCC) with respect thereto, to such Investment Property or Collateral to the extent required to be pledged hereunder; and (iii) in if requested by the case Collateral Agent, delivering, to the extent permitted by law, any original motor vehicle certificates of Intellectual Property, filing with title received by such Grantor from the United States Patent and Trademark Office applicable secretary of state or United States Copyright Office (other Governmental Authority after information reflecting the Collateral Agent’s or any successor office or any similar office or agency other Lender’s security interest has been recorded in any other country or any political subdivision thereof) any such documents as may be necessary for motor vehicles to the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created hereby. (d) Except as otherwise permitted under Section 7.4 of the Credit Agreement and the applicable provisions of each other Loan Document, the Grantors shall not (a) file or suffer extent required to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which the Administrative Agent is not named as the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the Collateralpledged thereunder.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest (except to the extent such security interest in any Deposit Account or Letter of Credit Rights and perfection thereof is governed by Section 8.16 of the Credit Agreement or otherwise subject to the limitations on perfection set forth in Section 6 of this Agreement) having at least the priority described in Section 4.2 5.04 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose whomsoever except for Liens permitted by Section 9.03 of the CollateralCredit Agreement. (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the Collateral and other assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detailsuch detail as the Administrative Agent may reasonably specify. (c) At any time and from time to time, upon the written request of the Administrative AgentAgent or any other Secured Party, and at the sole cost and expense of such Grantor, such Grantor will promptly and duly authorize, execute and deliver, and have recorded, such all further instruments and documents and take such all further actions as may be necessary or that the Administrative Agent may reasonably request for the purpose of perfecting or protecting the assignments and security interests granted hereunder and obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) executing and filing any financing or continuation statements under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, (ii) in ii)in the case of Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter-of-Credit Rights (except to the extent such security interest in any Deposit Account or Letter of Credit Rights and perfection thereof is governed by Section 8.16 of the Credit Agreement or otherwise subject to the limitations on perfection set forth in Section 6 of this Agreement) and any other relevant Collateral, promptly taking any actions reasonably necessary to enable the Senior Representative (or, after the Discharge of Senior Priority Obligations has occurred, the Administrative Agent Agent) to obtain Control “control” (within the meaning of the applicable UCC) with respect thereto, in each case pursuant to documents in form and substance satisfactory to the Administrative Agent, (iii) using commercially reasonable efforts acting in good faith to obtain waivers from mortgagees, lessors, landlords, warehousemen, and repairmen in form and substance satisfactory to the Administrative Agent, (iv) if requested by the Administrative Agent, promptly delivering to the Senior Representative (or, after the Discharge of Senior Priority Obligations has occurred, the Administrative Agent), to the extent permitted by law, any original motor vehicle certificates of title received by such Grantor from the applicable secretary of state or other Governmental Authority after information reflecting the Senior Representative’s (or, after the Discharge of Senior Priority Obligations has occurred, the Administrative Agent’s) security interest has been recorded therein, (v) if requested by the Administrative Agent, executing and delivering any mortgages or other security agreements covering any aircraft owned by such Grantor and (vi) taking all actions reasonably requested by the Administrative Agent in order to perfect and give notice of its security interest in the case of Intellectual PropertyAlaska Receivables (including executing and delivering notices in respect thereof, and filing such applications and further documents with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any such documents Alaska Department of Revenue as may be necessary for the purpose of perfectingand convenient to establish, confirming, continuing, enforcing or protecting the perfect and maintain such security interests created herebyinterest). (d) Except as otherwise permitted under Section 7.4 Each Grantor shall enter into and deliver to the Administrative Agent a Deposit Account Control Agreement with each bank at which such Grantor maintains any deposit account with respect to each such deposit account (other than accounts maintained solely for the benefit of Persons other than the Borrower or any other Subsidiary and payroll accounts) in favor of the Senior Representative (or, after the Discharge of Senior Priority Obligations has occurred, the Administrative Agent) for the benefit of the Secured Parties (subject in priority only to customary Liens provided in favor of such depositary bank); provided, that the foregoing shall be deemed satisfied to the extent that the Grantors have complied with the requirements set forth in the Credit Agreement within the time periods set forth therein. (e) Each Grantor shall, at any time and from time and to time, take such steps as the applicable provisions of each other Loan Document, Administrative Agent may reasonably request for the Grantors shall not Administrative Agent (ai) file or suffer to be on file, or authorize or permit to be filed or to be on fileobtain an acknowledgement, in form and substance reasonably satisfactory to the Administrative Agent, of any jurisdictionbailee having possession of Collateral having a value in excess of $250,000 (in the aggregate for all Grantors), any financing statement or like instrument with respect stating that the bailee holds such Collateral for the Administrative Agent and (ii) to otherwise insure the continued perfection and priority of the Administrative Agent’s security interest in any of the Collateral in which the Administrative Agent is not named as the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part and of the Collateralpreservation of its rights therein.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 4.2, and shall take such actions, as and to the extent commercially reasonable, to defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent Lenders may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative AgentLenders, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent Lenders may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, including (i) filing any financing or continuation statements under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, (ii) in the case of Investment Property, Deposit Accounts, Letter-of-Credit Rights Property and any other relevant Collateral, taking any such requested actions necessary to enable the Administrative Agent Lenders to obtain Control “control” (within the meaning of the applicable UCC) with respect thereto, to such Investment Property or Collateral to the extent required to be pledged hereunder; and (iii) in if requested by Lenders, delivering, to the case extent permitted by law, any original motor vehicle certificates of Intellectual Property, filing with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any title received by such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created hereby. (d) Except as otherwise permitted under Section 7.4 of the Credit Agreement and Grantor from the applicable provisions secretary of each state or other Loan Document, Governmental Authority after information reflecting Lenders’ security interest has been recorded in such motor vehicles to the Grantors shall not (a) file or suffer extent required to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which the Administrative Agent is not named as the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the Collateralpledged thereunder.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 4.03 and shall use commercially reasonable efforts to defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying indentifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, hereby and (ii) in the case of Investment Property, Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent to obtain Control “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, and (iii) in the case of Intellectual Property, filing with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any provided that no such documents as may action shall be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created hereby. (d) Except as otherwise permitted under Section 7.4 of the Credit Agreement and the applicable provisions of each other Loan Document, the Grantors shall not (a) file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument required with respect to any Cash Equivalents or Deposit Account until an Event of Default shall have occurred and be continuing unless the Collateral total amount of cash and Cash Equivalents is in excess of $20,000,000, in which case such excess cash and Cash Equivalents shall be held in a Deposit Account over which the Administrative Agent is not named as has obtained “control” (within the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part meaning of the Collateralapplicable Uniform Commercial Code).

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Each Grantor shall maintain hereby irrevocably authorizes the security interest created by this Agreement Agent at any time and from time to time to file in any filing office in any jurisdiction the Agent deems appropriate any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights assets of such Grantor under or words of similar effect, regardless of whether any particular asset comprised in the Loan Documents to dispose Collateral falls within the scope of Article 9 of the CollateralUCC, or (ii) as being of an equal or lesser scope or with greater detail; and (b) provide any other information required by the UCC, for the sufficiency or filing office acceptance of any financing statement or amendment. (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to timeEach Grantor further agrees, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly to take any and duly execute all other actions the Agent may determine to be necessary or useful for the attachment, perfection and deliverfirst priority of, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and ability of the rights Agent to enforce, the Agent’s security interest in any and powers herein grantedall of the Collateral, including, without limitation, including (i) executing, delivering and, where appropriate, filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect and amendments relating thereto, to the security interests created herebyextent, if any, that such Grantor’s signature thereon is required therefor; (ii) in complying with any provision of any statute, regulation or treaty of the case United States or other jurisdiction as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of Investment Property, Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent to obtain Control with respect theretoenforce, and the Agent’s security interest in such Collateral; (iii) obtaining governmental and other third-party waivers, consents and approvals in form and substance reasonably satisfactory to the case Agent; (iv) obtaining waivers from mortgagees and landlords in form and substance reasonably satisfactory to the Agent; and (v) taking all actions under any requirements of Intellectual Propertylaw, filing with as reasonably determined by the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency Agent to be applicable in any other country or any political subdivision thereof) any such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created herebyU.S. jurisdiction. (d) Except as otherwise permitted under Section 7.4 of the Credit Agreement and the applicable provisions of each other Loan Document, the Grantors shall not (a) file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which the Administrative Agent is not named as the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the Collateral.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject in each case to the rights of such Grantor under the Loan Documents to dispose of the CollateralPermitted Liens. (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, (ii) in the case of Investment Property, Deposit Accounts, Electronic Chattel Paper, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent to obtain Control “control” (within the meaning of the applicable UCC) with respect thereto, and (iii) in if requested by Administrative Agent during the case continuance of Intellectual Propertyan Event of Default, filing with delivering, to the United States Patent and Trademark Office or United States Copyright Office (or extent permitted by law, any successor office or any similar office or agency in any other country or any political subdivision thereof) any original motor vehicle certificates of title received by such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created hereby. (d) Except as otherwise permitted under Section 7.4 of the Credit Agreement and Grantor from the applicable provisions secretary of each state or other Loan Document, the Grantors shall not (a) file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which the governmental authority after information reflecting Administrative Agent is not named as the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the CollateralAgent’s security interest has been recorded therein.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets property and property rights of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, (ii) in without the case signature of Investment Propertyany Grantor, Deposit Accounts, Letter-of-Credit Rights and naming any other relevant Collateral, taking any actions necessary to enable Grantor as debtor and the Administrative Agent to obtain Control with respect theretoas secured party, and (iiiii) in the case of Intellectual Property, filing with the United States Patent and Trademark Office or and the United States Copyright Office (or or, in each case, any successor office or any similar office or agency in any other country or any political subdivision thereof) any office), as applicable, such documents as may be reasonably necessary or advisable for the purpose purposes of perfecting, confirming, continuing, enforcing or protecting the security interests created hereby. (d) Except as otherwise permitted under Section 7.4 of the Credit Agreement and the applicable provisions of each other Loan Document, the Grantors shall not (a) file or suffer to be on file, or authorize or permit to be filed or to be on file, hereby in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral consisting of Patents, Trademarks or Copyrights granted by each Grantor, and (ii) in which the case of Pledged Stock and any other relevant Collateral (including the Collateral Account), taking any actions necessary to enable the Administrative Agent is not named as to obtain “control” (within the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part meaning of the Collateralapplicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement in the Collateral as a perfected (to the extent this Agreement requires it to be perfected) security interest having at least the priority described in in, and subject to, Section 4.2 of this Agreement and Section 6.13 of the Credit Agreement and shall take commercially reasonable actions to defend such security interest and such priority against the claims and demands of all Persons whomsoever, subject except to the rights extent that the Administrative Agent and the Borrower reasonably agree that the cost, burden or difficulty of such Grantor under defense outweighs the Loan Documents benefit to dispose the Secured Parties of the Collateralsuch security interest and priority afforded thereby. (b) Such Grantor will furnish Subject to Sections 6.13 and 6.17 of the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably requestCredit Agreement, all in reasonable detail. (c) At at any time and from time to time, upon the reasonable written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and delivershall, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing promptly and duly execute and deliver, and have recorded, such further documents, including an authorization to file (or, as applicable, the filing) of any financing statement or continuation statements amendment under the Uniform Commercial Code UCC (or other filings under similar lawsApplicable Laws) in effect in any United States jurisdiction with respect to the security interests interest created hereby, hereby and (ii) in the case of Investment Property, Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any take such further actions necessary to enable as the Administrative Agent may reasonably request in writing; provided that, notwithstanding anything to obtain Control with respect theretothe contrary, including clauses (i) and (iiiii) in the case of Intellectual Property, filing with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created hereby. (d) Except as otherwise permitted under Section 7.4 of the Credit Agreement and the applicable provisions of each other Loan Documentabove, the Grantors shall not be required (ai) file to request, seek or suffer obtain any consent to be on file, or authorize approval for the assignment to or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any for the benefit of the Collateral in which the Administrative Agent is not named as of any Contractual Obligation, including any material IP Agreement included in the secured party as agent for the Secured Parties, Collateral or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreementii) to have Control of take any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property action inconsistent with Sections 6.13 or Letter-of-Credit Right constituting part 6.17 of the CollateralCredit Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Except as expressly permitted by this Agreement, the Credit Agreement, or the other Loan Documents such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to provided that, unless otherwise required by Agent in writing at any time following the rights occurrence and continuance of an Event of Default, such security interest need not be perfected in property of the Grantor in which a security interest may not be perfected by filing a financing statement under the Loan Documents to dispose of Code, having a value less than $150,000 individually or $500,000 in the Collateralaggregate. (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the reasonable written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, including (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, (ii) in the case of Investment Property, Deposit Accounts, Letter-of-Electronic Chattel Paper and Letter of Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent to obtain Control “control” (within the meaning of Code) with respect thereto, in each case pursuant to documents in form and substance reasonably satisfactory to Agent, provided that so long as no Event of Default has occurred and is continuing, no Grantor shall be required to cause the Agent to have control over such Investment Property, Electronic Chattel Paper, Letter of Credit Rights or other relevant Collateral (other than any Deposit Account) having a value less than $150,000 individually or $500,000 in the aggregate and (iii) in upon the case occurrence and during the continuance of Intellectual Propertya Default or an Event of Default, filing with if requested by Agent, delivering, to the United States Patent and Trademark Office extent permitted by applicable law, any original motor vehicle certificates of title received by such Grantor from the applicable secretary of state or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the Governmental Authority after information reflecting Agent’s security interests created herebyinterest has been recorded therein. (d) Except Such Grantor authorizes Agent to, at any time and from time to time, at such Grantor’s expense, file financing statements, continuation statements, and amendments thereto that describe the Collateral (including describing the Collateral as otherwise permitted under Section 7.4 “all assets” of each Grantor, or words of similar effect), and which contain any other information required pursuant to the Code for the sufficiency of the Credit Agreement and the applicable provisions filing office acceptance of each other Loan Documentany financing statement, the Grantors shall not (a) file or suffer to be on filecontinuation statement, or authorize amendment, and each Grantor agrees to furnish any such information to Agent promptly upon request. Any such financing statement, continuation statement, or permit amendment may be signed (to the extent signature of a Grantor is required under applicable law) by Agent on behalf of any Grantor and may be filed or at any time in any applicable jurisdiction. [Biotricity] Guarantee and Collateral Agreement (e) Such Grantor shall, at any time and from time to be on filetime, take such steps as Agent may reasonably request (i) to obtain an acknowledgement, in form and substance reasonably satisfactory to Agent, of any jurisdiction, any financing statement or like instrument with respect to bailee having possession of any of the Collateral (provided that such Grantor shall not be required to obtain any such acknowledgement as it relates to Collateral having a value less than $150,000 individually or $500,000 in which the Administrative aggregate unless otherwise required by Agent is not named as in writing at any time following the secured party as agent occurrence and continuance of an Event of Default), stating that the bailee holds such Collateral for the Secured PartiesAgent, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreementii) to have Control obtain “control” of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part Rights or Electronic Chattel Paper (within the meaning of the CollateralCode) constituting Collateral with any agreements establishing control to be in form and substance reasonably satisfactory to Agent (provided that such Grantor shall not be required to ensure Agent has “control” over any such Collateral described in this clause (ii) having a value less than $150,000 individually or $500,000 in the aggregate unless otherwise required by Agent in writing at any time following the occurrence and continuance of a Default or an Event of Default) and (iii) otherwise to ensure the continued perfection and priority of Agent’s security interest in any of the Collateral and of the preservation of its rights therein to the extent required by this Agreement and the Credit Agreement. (f) Without limiting the generality of the foregoing, if any Grantor at any time holds or acquires an interest in any Electronic Chattel Paper or any “transferable record”, as that term is defined in Section 201 of the federal Electronic Signatures in Global and National Commerce Act, or in §16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, such Grantor shall promptly notify Agent thereof and, at the request of Agent, shall take such action as Agent may reasonably request to vest in Agent “control” under Section 9-105 of the Code of such electronic chattel paper or control under Section 201 of the federal Electronic Signatures in Global and National Commerce Act or, as the case may be, §16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. Agent agrees with the Grantors that Agent will arrange, pursuant to procedures reasonably satisfactory to Agent and so long as such procedures will not result in Agent’s loss of control, for the Grantors to make alterations to such electronic chattel paper or transferable record permitted under Section 9-105 of the Code or, as the case may be, Section 201 of the federal Electronic Signatures in Global and National Commerce A▇▇ ▇▇ §▇▇ of the Uniform Electronic Transactions Act for a party in control to make without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by any Grantor with respect to such electronic chattel paper or transferable record.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement in the Collateral as a perfected security interest having at least the priority (and subject to the qualifications) described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. (b) Such Grantor will furnish to the Administrative Agent and the Lenders Secured Parties from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as necessary or as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, hereby and (ii) in the case of Investment Property, Deposit Accounts, Letter-of-Credit Rights Property and any other relevant CollateralCollateral with a value in excess of $5,000,000 that can be perfected by obtaining “control” over such Collateral (other than Deposit Accounts, which shall be subject to the requirements set forth in Section 2.6 of the Credit Agreement), taking any actions necessary to enable the Administrative Agent to obtain Control “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto; provided that, and (iii) in notwithstanding the case of Intellectual Propertyforegoing, filing with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any such documents as may Grantor shall only be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created hereby. (d) Except as otherwise permitted under Section 7.4 of the Credit Agreement and the applicable provisions of each other Loan Document, the Grantors shall not (a) file or suffer required to be on file, or authorize or permit use its commercially reasonable efforts to be filed or to be on file, in any jurisdiction, any financing statement or like instrument obtain control agreements with respect to any of the Collateral in which the Administrative Agent is not named as the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the CollateralRights.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, hereby and (ii) in the case of Investment Property, Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent to obtain Control “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, and (iii) in the case of Intellectual Property, filing with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created hereby. (d) Except as otherwise permitted under Section 7.4 . Without limitation of the Credit Agreement and the applicable provisions of each other Loan Documentforegoing, the Grantors shall not (a) file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument cause all control agreements and similar arrangements entered into by the ABL Administrative Agent and ABL Lenders with respect to any of the ABL Priority Collateral to acknowledge the security interest created by the Loan Documents in which the ABL Priority Collateral and provide that the Administrative Agent is not named as shall have control with respect to the secured party as agent for ABL Priority Collateral following the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the CollateralABL Obligations Payment Date.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 4.2, and shall take all commercially reasonable actions to defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. (b) Such Grantor will furnish to the Administrative Agent and the Lenders Secured Creditors from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent Secured Creditors may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative AgentSecured Creditors, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent Secured Creditors may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, including (i) filing any financing or continuation statements under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, and (ii) in the case of Investment Property, Deposit Accounts, Letter-of-Credit Rights Property and any other relevant Collateral, taking any such requested actions necessary to enable the Administrative Agent Secured Creditors to obtain Control “control” (within the meaning of the applicable UCC) with respect theretoto such Investment Property or Collateral to the extent required to be pledged hereunder. Notwithstanding anything to the contrary set forth herein, and (iii) no actions in the case of Intellectual Property, filing with any jurisdiction outside the United States Patent and Trademark Office shall be required in order to create any security interests in assets located or titled outside of the United States Copyright Office (or to perfect any successor office or security interests in such assets, including any similar office or agency intellectual property registered in any other country or any political subdivision thereof) any such documents as may be necessary for jurisdiction outside the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created herebyUnited States. (d) Except as otherwise permitted under Section 7.4 of the Credit Agreement and the applicable provisions of each other Loan Document, the Grantors shall not (a) file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which the Administrative Agent is not named as the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the Collateral.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such The Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such the Grantor under the Loan Documents to dispose of the CollateralCollateral and subject to Permitted Liens. (b) Such The Grantor will furnish to the Administrative Agent and the Lenders Lender from time to time statements and schedules further identifying and describing the assets and property of such the Grantor and such other reports in connection therewith as the Administrative Agent Lender may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative AgentLender, and at the sole expense of such the Grantor, such the Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent Lender may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, hereby and (ii) in the case of Investment Property, Deposit Accounts, Letter-of-Letter of Credit Rights Rights, and any other other, relevant Collateral, taking any actions necessary to enable the Administrative Agent Lender to obtain Control “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, and . Without limiting the generality of the foregoing: (iiii) unless the Lender shall otherwise consent in the case of Intellectual Property, filing with the United States Patent and Trademark Office or United States Copyright Office writing (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any such documents as which consent may be necessary for revoked), the purpose Grantor shall deliver to the Lender all Collateral consisting of perfectingnegotiable Documents, confirmingcertificated securities, continuingChattel Paper and Instruments (in each case, enforcing accompanied by stock powers, allonges or protecting other instruments of transfer executed in blank) promptly after the security interests created hereby.Grantor receives the same; and (dii) Except as otherwise permitted under Section 7.4 upon request by the Lender after the occurrence and during the continuance of an Event of Default, the Grantor shall obtain signed acknowledgements of the Credit Agreement and the applicable provisions of each other Loan Document, the Grantors shall not (a) file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any Lender’s Liens from bailees having possession of the Collateral in which the Administrative Agent is not named as the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the CollateralGrantor’s goods.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority (and subject to the qualifications) described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Credit Documents to dispose of the Collateral. (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, hereby and (ii) (x) in the case of Investment Property, Deposit Accounts, Property and Letter-of-Credit Rights with a value in excess of $2,500,000, (y) Deposit Accounts (to the extent required to be subject to account control agreements pursuant to subsection 7.12 of the Credit Agreement) and (z) any other relevant CollateralCollateral with a value in excess of $2,500,000, taking any actions necessary to enable the Administrative Agent to obtain Control “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, and (iii) in the case of Intellectual Property, filing with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created hereby. (d) Except as otherwise permitted under Section 7.4 of the Credit Agreement and the applicable provisions of each other Loan Document, the Grantors shall not (a) file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which the Administrative Agent is not named as the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the Collateral.

Maintenance of Perfected Security Interest; Further Documentation. (a). (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 4.3 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith with the Collateral as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, hereby and (ii) in the case of Investment Property, Deposit Accountstaking, Letter-of-to the extent required by the Credit Rights and any other relevant CollateralAgreement, taking any actions necessary to enable the Administrative Agent to obtain Control “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, and (iii) in the case of Intellectual Property, filing with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created hereby. (d) Except as otherwise permitted under Section 7.4 At any time when the obligor on any Receivables is a Governmental Authority and such Receivables constitute more than 5% of all Receivables, upon the request of the Credit Agreement Administrative Agent, such Grantor shall execute and the applicable provisions of each other Loan Documentdeliver all such documents and instruments, the Grantors shall not (a) file or suffer to be on file, or authorize or permit to be filed or to be on fileand take all such actions, in any jurisdiction, any financing statement or like instrument order to comply with respect to any the requirements of the Collateral in which the Administrative Agent is not named as the secured party as agent for the Secured Parties, or (b) cause or permit Federal Assignment of Claims Act and any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control similar requirement of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the Collateralother Governmental Authority.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Except with respect to the Specified Assets, and to the extent described in Section 4.3, each Grantor shall take all actions, including without limitation, all actions reasonably requested by the Agent, to maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 4.3 and shall take all commercially reasonable actions to defend such security interest against the claims and demands of all Persons whomsoever, subject in each case to such claims or demands permitted by the Credit Agreement and the rights (if any) of such Grantor under the Loan Documents to dispose Dispose of the Collateral. (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time in accordance with the terms of this Agreement, statements and schedules further identifying and describing the Collateral and such other reports in connection with the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail. (c) At Except with respect to the Specified Assets, at any time and from time to time, upon the written request of the Administrative Agent, time and at the sole expense of such Grantor, such Grantor will promptly and duly authorize, execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any United States jurisdiction with respect to the security interests created hereby, (ii) the execution and delivery, and recordation with the United States Patent and Trademark Office and the United States Copyright Office, of the security interests created hereby in any Intellectual Property, and (iii) in the case of Investment Property, Deposit Accounts, Letter-of-Credit Rights Accounts and any other relevant Collateral, taking any actions necessary and desirable to enable the Administrative Agent to obtain Control “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, including without limitation, executing and (iii) delivering and causing the relevant depositary bank or securities intermediary to execute and deliver a control agreement in form and substance reasonably satisfactory to the case of Intellectual Property, filing with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created herebyAgent. (d) Except as otherwise permitted under In the event that a Grantor hereafter acquires any Collateral of a type described in Section 7.4 of 4.6(a) hereof, it shall, on or prior to the Credit Agreement and the applicable provisions of each other Loan Document, the Grantors shall not (a) file or suffer next date financial statements are required to be on file, or authorize or permit delivered pursuant to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which the Administrative Agent is not named as the secured party as agent for the Secured Parties, Section 7.1(a) or (b) cause or permit of the Credit Agreement, notify the Agent in writing and use commercially reasonable efforts to take such actions and execute such documents and make such filings all at such Grantor’s expense as the Agent may reasonably request in order to ensure that the Agent has a valid, perfected, first priority security interest in such Collateral, subject, in the case of priority only, to any Person other than Permitted Liens. Notwithstanding the Administrative foregoing, no Grantor shall be required to so notify the Agent or to take any such action unless the Custodian (Collateral is of a value in accordance with the Custody Agreement) excess of $1,000,000 or is material to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the Collateralsuch Grantor’s business.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain each of the security interest interests created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 4.3 and shall defend such security interest against the claims and demands of all Persons persons whomsoever, subject to the rights provisions of such Grantor under the Loan Documents to dispose of the CollateralSection 8.15. (b) Such Grantor will shall furnish to the Administrative Agent and the Lenders Secured Parties from time to time statements and schedules further identifying and describing the Pledged Collateral and such other reports in connection with the assets and property of such Grantor and such other reports in connection therewith as the Administrative Collateral Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Collateral Agent, and at the sole expense of such Grantor, such Grantor will shall promptly and duly authorize, execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, (ii) hereby and in the case of Investment Property, Deposit Accounts, Letter-of-Credit Rights Accounts and any other relevant Pledged Collateral, taking any actions necessary to enable the Administrative Collateral Agent to obtain Control “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, including without limitation, executing and (iii) delivering and causing the relevant depositary bank or securities intermediary to execute and deliver a Control Agreement in the case of Intellectual Propertyform attached hereto as C or D, filing with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created herebyapplicable. (d) Except as otherwise permitted under Section 7.4 of the Credit Agreement and the applicable provisions of each other Loan Document, the Grantors shall not (a) file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which the Administrative Agent is not named as the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the Collateral.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall use commercially reasonable efforts to maintain the security interest created by this Agreement in such Grantor’s Collateral as a perfected security interest having at least as and to the priority extent described in Section 4.2 Subsection 4.2.2 and shall to defend such the security interest created by this Agreement in such Grantor’s Collateral against the claims and demands of all Persons whomsoever, whomsoever (subject to the rights of such Grantor under the Loan Documents to dispose of the Collateralother provisions hereof). (b) Such Grantor will furnish to the Administrative Collateral Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor Grantor’s Collateral and such other reports in connection therewith with such Grantor’s Collateral as the Administrative Collateral Agent may reasonably requestrequest in writing, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Collateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, deliver such further instruments and documents and take such further actions (including, only in respect of any Primary Collateral, Helicopter or Third Party Lease, the execution and delivery of Local Law Security Documents and the making of Local Filings) as the Administrative Collateral Agent may reasonably request in accordance with the Agreed Security Principles for the purpose of obtaining or preserving the full benefits of this Agreement or any Helicopter Mortgage and of the rights and powers herein grantedgranted by such Grantor under such documents, including, without limitation, (i) including the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) as in effect from time to time in any United States jurisdiction with respect to the security interests created hereby; provided that, notwithstanding any other provision of this Agreement or any other Loan Document, no Grantor will be required to (i) take any action in any jurisdiction other than the United States, or required by the laws of any such non-United States jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-United States jurisdiction, in order to create any security interests (or other Liens) in assets located or titled outside of the United States or to perfect any security interests (or other Liens) in any Collateral not constituting Primary Collateral, (ii) deliver control agreements with respect to, or confer perfection by “control” over, any deposit accounts, bank or securities account or other Collateral, except (A) as required by Subsection 4.16 of the Credit Agreement (it being understood that the perfection steps, including entry into control agreements, with respect to any such accounts located outside the United States will be taken in accordance with local law) and (B) in the case of Investment PropertySecurity Collateral that constitutes Capital Stock or Pledged Notes in certificated form, Deposit Accountsdelivering such Capital Stock or Pledged Notes to the Collateral Agent (or another Person as required under any applicable Intercreditor Agreement), Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent to obtain Control with respect thereto, and (iii) take any action in order to perfect any security interests in any assets specifically requiring perfection through control (including cash, cash equivalents, deposit accounts or securities accounts) (except, in each case (A) as required by Subsection 4.16 of the Credit Agreement (it being understood that the perfection steps, including entry into control agreements, with respect to any such accounts located outside the United States will be taken in accordance with local law) and (B) to the extent consisting of proceeds perfected by the filing of a financing statement under the Code or, in the case of Intellectual PropertyPledged Stock, by being held by the Collateral Agent or an Additional Agent as agent for the Collateral Agent), (iv) deliver landlord lien waivers, estoppels or collateral access letters, (v) file any fixture filing with respect to any security interest in Fixtures affixed to or attached to any real property constituting Excluded Assets or (vi) make any registration, filing with the United States Patent and Trademark Office or United States Copyright Office recording in respect of any security interests (or any successor office other Lien) in Engines or any similar office or agency Parts in any jurisdiction or with any registry or authority other country or any political subdivision thereof) any such documents as may be necessary for than the purpose filing of perfecting, confirming, continuing, enforcing or protecting the security interests created herebya Financing Statement. (d) Except as The Collateral Agent may grant extensions of time for the creation and perfection of security interests in, or obtaining a delivery of documents or other deliverables with respect to, particular assets of any Grantor where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise permitted under Section 7.4 of the Credit Agreement and the applicable provisions of each other Loan Document, the Grantors shall not (a) file or suffer be required to be on file, accomplished by this Agreement or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which the Administrative Agent is not named as the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the CollateralSecurity Documents.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected (other than with respect to unperfected liens permitted under Sections 4.7 and 4.12) security interest having at least the priority described in Section 4.2 2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to liens permitted by the Secured Instruments and the rights of such Grantor under the Loan Documents Secured Instruments to dispose of any item of the Collateral. (b) Such Grantor will furnish to the Administrative Collateral Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property Collateral of such Grantor and such other reports in connection therewith as the Administrative Collateral Agent or the Applicable Directing Parties (with notice to the Collateral Agent) may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Collateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Collateral Agent or the Applicable Directing Parties (with notice to the Collateral Agent) may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, (ii) filing Intellectual Property Short Form Security Agreements in form and substance reasonably acceptable to the Collateral Agent, and (iii) in the case of Investment Property, Deposit Accounts, Letter-of-Letter of Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Administrative Collateral Agent to obtain Control with respect thereto, and (iii) in the case of Intellectual Property, filing with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created hereby. (d) Except as otherwise permitted under Section 7.4 of the Credit Agreement and the applicable provisions of each other Loan Document, the Grantors shall not (a) file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which the Administrative Agent is not named as the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the Collateral.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 4.3 and shall use commercially reasonable efforts to defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i1) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, hereby and (ii2) in the case of Investment Property, Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent to obtain Control "control" (within the meaning of the applicable Uniform Commercial Code) with respect thereto, and (iii) in the case of Intellectual Property, filing with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any provided that no such documents as may action shall be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created hereby. (d) Except as otherwise permitted under Section 7.4 of the Credit Agreement and the applicable provisions of each other Loan Document, the Grantors shall not (a) file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument required with respect to any Cash Equivalents or Deposit Account until an Event of Default shall have occurred and be continuing unless the Collateral total amount of cash is in excess of $20,000,000, in which case such excess cash shall be held in a Deposit Account over which the Administrative Agent is not named as has obtained "control" (within the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part meaning of the Collateralapplicable Uniform Commercial Code).

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 3.2 (Perfection and Priority) and shall defend such security interest of such priority against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the CollateralPersons. (b) Such Grantor will shall furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor Collateral and such other reports in connection therewith with the Collateral as the Administrative Agent may reasonably request, all in reasonable detaildetail and in form and substance satisfactory to the Administrative Agent. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will shall promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions action as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) including the filing of any financing or continuation statements statement under the Uniform Commercial Code UCC (or other similar laws, including with respect to the Australian Intellectual Property or with respect to the Canadian Collateral, personal property security legislation and other laws of Australia or Canada, respectively) in effect in any jurisdiction with respect to the security interests interest created hereby, (ii) in the case execution and delivery of Investment PropertyDeposit Account Control Agreements and Control Account Agreements and the execution and delivery of additional foreign charges, Deposit Accountspledge agreements, Letter-of-Credit Rights security agreements and any other relevant Collateral, taking any actions necessary to enable Collateral Documents as may reasonably be requested by the Administrative Agent to obtain Control with respect theretoperfect its Lien on the Stock or Stock Equivalents owned by such Grantor in its Foreign Subsidiaries under the laws of the jurisdiction of organization of any Foreign Subsidiary organized under the laws of Australia, and (iii) in the case of Intellectual PropertyCanada, filing with Mexico, the United States Patent and Trademark Office Kingdom, Luxembourg, or United States Copyright Office (or any successor office or any similar office or agency in any such other country or any political subdivision thereof) any such documents jurisdictions as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created hereby. (d) Except as otherwise permitted under Section 7.4 of the Credit Agreement and the applicable provisions of each other Loan Document, the Grantors shall not (a) file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which reasonably required by the Administrative Agent is not named as the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the CollateralAgent.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 4.2, and shall take all commercially reasonable actions to defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. (b) Such Grantor will furnish to the Administrative Agent and the Lenders Secured Creditor from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent Secured Creditor may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative AgentSecured Creditor, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent Secured Creditor may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, including (i) filing any financing or continuation statements under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, and (ii) in the case of (A) Deposit Accounts and securities accounts, using commercially reasonable efforts to take, and (B) other Investment Property, Deposit Accounts, Letter-of-Credit Rights Property and any other relevant Collateral, taking taking, any such requested actions necessary to enable the Administrative Agent Secured Creditor to obtain Control “control” (within the meaning of the applicable UCC) with respect theretoto such Investment Property or Collateral to the extent required to be pledged hereunder. Notwithstanding anything to the contrary set forth herein, and (iii) no actions in the case of Intellectual Property, filing with any jurisdiction outside the United States Patent and Trademark Office shall be required in order to create any security interests in assets located or titled outside of the United States Copyright Office (or to perfect any successor office or security interests in such assets, including any similar office or agency intellectual property registered in any other country or any political subdivision thereof) any such documents as may be necessary for jurisdiction outside the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created herebyUnited States. (d) Except as otherwise permitted under Section 7.4 of the Credit Agreement and the applicable provisions of each other Loan Document, the Grantors shall not (a) file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which the Administrative Agent is not named as the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the Collateral.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 4.3 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to whomsoever other than such claims or demands permitted by the rights of such Grantor under the Loan Documents to dispose of the CollateralCredit Agreement. (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith with the Collateral as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, (ii) in the case of Intellectual Property, an Intellectual Property Security Agreement with the United States Trademark and Patent Office and the United States Copyright Office (and any successor office in the United States) and (iii) in the case of Investment Property, Deposit Accounts, Accounts and Letter-of-Credit Rights and any other relevant that is or is required to be Collateral, taking any actions necessary to enable the Administrative Agent to obtain Control “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, and (iii) in the case including but not limited to, execution of Intellectual Property, filing with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created hereby. (d) Except as otherwise permitted under Section 7.4 of the Credit a Deposit Account Control Agreement and the applicable provisions of each other Loan Document, the Grantors shall not (a) file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any Deposit Accounts of the Collateral in which the Administrative Agent is not named as the secured party as agent for the Secured Parties, or any Grantor (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the CollateralParent).

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the each security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 Sections 3.1 and 3.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the CollateralPersons. (b) Such Grantor will shall furnish to the US Administrative Agent and the Lenders from time to time time, upon the reasonable request of the US Administrative Agent, statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably requesttherewith, all in reasonable detail. Any failure, however, to promptly give the US Administrative Agent such statements or schedules shall not affect, diminish, modify or otherwise limit the security interest of the US Administrative Agent and/or the other Secured Parties in the Collateral. (c) At any time and from time to time, upon the reasonable written request of the US Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, any and all such further instruments and documents and take such further actions necessary, or as the US Administrative Agent may reasonably request request, for the purpose of perfecting and protecting any pledge or security interest purported to be granted by such Grantor hereunder or under the Mortgages and obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) using its reasonable best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the US Administrative Agent of any License held by such Grantor and to enforce the security interests granted hereunder, (ii) filing any financing or continuation statements under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, (iiiii) in the case of Chattel Paper (including Electronic Chattel Paper), Investment PropertyProperty (including Securities Accounts), Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the US Administrative Agent to obtain Control with respect theretothereto or possession thereof (including with respect to the Other Collateral, the execution and (iii) in delivery of Deposit Account Control Agreements and Securities Account Control Agreements). Each Grantor also hereby authorizes the case of Intellectual Property, filing with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) US Administrative Agent to file any such documents as may be necessary for financing or continuation statements without the purpose signature of perfecting, confirming, continuing, enforcing or protecting such Grantor to the security interests created herebyextent permitted by applicable law. (d) Except Such Grantor shall take all steps necessary to grant the US Administrative Agent control of all Electronic Chattel Paper in accordance with the UCC and all “transferable records” as otherwise permitted under Section 7.4 defined in each of the Credit Agreement Uniform Electronic Transactions Act and the applicable provisions Electronic Signatures in Global and National Commerce Act. (e) If such Grantor is or becomes the beneficiary of each other Loan Document, the Grantors shall not (a) file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument a letter of credit with respect to any of Receivable, such Grantor shall promptly, and in any event within two Business Days after becoming a beneficiary, notify the Collateral in which the US Administrative Agent is not named as and the secured party as agent for Notes Collateral Agent thereof and enter into an agreement with the Secured PartiesUS Administrative Agent, the Notes Collateral Agent and the issuer and/or confirmation bank with respect to such Letter-of-Credit Rights assigning such Letter-of-Credit Rights to the US Administrative Agent, in the event such Letter-of-of-Credit Right constitutes First Priority Collateral, or (b) cause or permit any Person other than to the Administrative Agent or Notes Collateral Agent, in the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or event such Letter-of-Credit Right constituting part constitutes Second Priority Collateral, and directing all payments thereunder to the collateral account specified pursuant to the Secured Debt Documents, all in form and substance reasonably satisfactory to the US Administrative Agent or the Notes Collateral Agent, as the case may be. (f) Such Grantor shall promptly, and in any event within two Business Days after the same is acquired by it, notify the US Administrative Agent of any Commercial Tort Claim for an amount in excess of $250,000 acquired by it and such Grantor shall enter into a supplement to this Agreement, granting to the US Administrative Agent a Lien in such Commercial Tort Claim on behalf of the Secured Parties. (g) Each Grantor shall provide timely notice to the US Administrative Agent of any additional Intellectual Property acquired or applied for subsequent to the Closing Date and the Grantors shall execute and deliver such documentation as the US Administrative Agent may reasonably require to obtain and perfect its Lien thereon. (h) Each of the Grantors hereby irrevocably grants to the US Administrative Agent a royalty-free, non-exclusive license in its General Intangibles, including any and all right, title and interest in any of the foregoing Collateral, for the sole purpose, upon the occurrence and during the continuance of an Event of Default and otherwise in accordance with the Intercreditor Agreement, of the right to: (i) advertise for sale and sell or transfer any Inventory bearing any of the General Intangibles, and (ii) make, assemble, prepare for sale or complete, or cause others to do so, any applicable raw materials or Inventory bearing any of the General Intangibles, including use of the Equipment and any real property subject to a Mortgage for the purpose of completing the manufacture of unfinished goods, raw materials or work-in-process comprising Inventory, and apply the proceeds thereof to the Obligations under the Credit Agreement and the other Loan Documents or otherwise as provided in the Intercreditor Agreement, irrespective of the US Administrative Agent’s Lien on and perfection in respect of any General Intangibles.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such The Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 4.01(a)(v)(A) of the Credit Agreement and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. (b) Such The Grantor will shall furnish to the Administrative Collateral Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor Pledged Collateral and such other reports in connection therewith with the assets and property of the Grantor as the Administrative Collateral Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Collateral Agent, and at the sole expense of such the Grantor, such the Grantor will shall promptly and duly authorize, execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, hereby and (ii) in the case of Investment Property, Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Administrative Collateral Agent to obtain Control “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, and (iii) in to the case of Intellectual Property, filing with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created herebyextent required hereunder. (d) Except as otherwise permitted under Section 7.4 of the Credit Agreement and the applicable provisions of each other Loan Document, the Grantors shall not (a) file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to If any of the Pledged Collateral is or shall become evidenced or represented by any Certificated Security, such Certificated Security shall be immediately delivered to the Collateral Agent, duly endorsed in which a manner satisfactory to the Administrative Agent is not named Collateral Agent, to be held as the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Pledged Collateral pursuant to this Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the Collateral.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a valid perfected security interest (except Money which is not in the possession of the Collateral Agent or as expressly provided herein) having at least the priority described in Section 4.2 4.3 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. (b) Such Grantor will furnish to the Administrative Collateral Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor Collateral and such other reports in connection therewith with the Collateral as the Administrative Collateral Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Collateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly authorize, execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements statements, or amendments thereto, under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, (ii) in the case of Investment Property, Deposit Accounts, Letter-of-Credit Rights Property and any other relevant CollateralCollateral of the types described in Section 5.2 to the extent required herein, taking any actions necessary to enable the Administrative Collateral Agent to obtain Control “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, and (iii) in the case of Intellectual Property, filing with execute and deliver trademark security agreements, patent security agreements and copyright security agreements substantially in the United States Patent forms of Exhibits C, D and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency E, respectively, and take all actions necessary to ensure the recordation of appropriate evidence of the Liens and security interest granted hereunder in any other country Intellectual Property with any intellectual property registry in which said Intellectual Property is registered or any political subdivision thereof) any such documents as may be necessary issued or in which an application for registration or issuance is pending, including, without limitation, the purpose ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Copyright Office, the various Secretaries of perfectingState or Commonwealth, confirming, continuing, enforcing or protecting the security interests created hereby. (d) Except as otherwise permitted under Section 7.4 of the Credit Agreement and the applicable provisions of each other Loan Document, the Grantors shall not (a) file or suffer to be foreign counterparts on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which the Administrative Agent is not named as the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the Collateralforegoing.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 3.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to other than the rights holders of such Grantor under the Loan Documents to dispose of the CollateralPermitted Liens. (b) Such Grantor will shall furnish to the Administrative Agent and the Lenders Collateral Trustee from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent Collateral Trustee may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will shall promptly and duly authorize, execute and deliver, and have recorded, such further instruments and documents and take such further actions as such Grantor may deem reasonably necessary or advisable or as the Administrative Agent Collateral Trustee may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, hereby and (ii) in the case of Investment Property, Deposit Accounts, Letter-of-Credit Rights Collateral Accounts and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent Collateral Trustee to obtain Control “control” (within the meaning of the applicable UCC) with respect theretothereto to the extent required hereunder, including without limitation, executing and (iii) delivering and causing the relevant depositary bank or securities intermediary to execute and deliver a control agreement in the case of Intellectual Property, filing with the United States Patent form and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created hereby. (d) Except as otherwise permitted under Section 7.4 of the Credit Agreement and the applicable provisions of each other Loan Document, the Grantors shall not (a) file or suffer substance reasonably satisfactory to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which the Administrative Agent is not named as the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the CollateralTrustee.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest (except to the extent such security interest in any Deposit Account or Letter of Credit Rights and perfection thereof is governed by Section 8.16 of the Credit Agreement or otherwise subject to the limitations on perfection set forth in Section 6 of this Agreement) having at least the priority described in Section 4.2 5.04 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose whomsoever except for Liens permitted by Section 9.03 of the CollateralCredit Agreement. (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the Collateral and other assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detailsuch detail as the Administrative Agent may reasonably specify. (c) At any time and from time to time, upon the written request of the Administrative AgentAgent or any other Secured Party, and at the sole cost and expense of such Grantor, such Grantor will promptly and duly authorize, execute and deliver, and have recorded, such all further instruments and documents and take such all further actions as may be necessary or that the Administrative Agent may reasonably request for the purpose of perfecting or protecting the assignments and security interests granted hereunder and obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) executing and filing any financing or continuation statements under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, (ii) in the case of Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter-of-Credit Rights (except to the extent such security interest in any Deposit Account or Letter of Credit Rights and perfection thereof is governed by Section 8.16 of the Credit Agreement or otherwise subject to the limitations on perfection set forth in Section 6 of this Agreement) and any other relevant Collateral, taking any actions reasonably necessary to enable the Administrative Agent to obtain Control “control” (within the meaning of the applicable UCC) with respect thereto, in each case pursuant to documents in form and substance satisfactory to the Administrative Agent, (iii) using commercially reasonable efforts acting in good faith to obtain waivers from mortgagees, lessors, landlords, warehousemen, and repairmen in form and substance satisfactory to the Administrative Agent, (iv) if requested by the Administrative Agent, delivering, to the extent permitted by law, any original motor vehicle certificates of title received by such Grantor from the applicable secretary of state or other Governmental Authority after information reflecting the Administrative Agent’s security interest has been recorded therein, (v) if requested by the Administrative Agent, executing and delivering any mortgages or other security agreements covering any aircraft owned by such Grantor and (vi) taking all actions reasonably requested by the Administrative Agent in order to perfect and give notice of its security interest in the case of Intellectual PropertyAlaska Receivables (including executing and delivering notices in respect thereof, and filing such applications and further documents with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any such documents Alaska Department of Revenue as may be necessary for the purpose of perfectingand convenient to establish, confirming, continuing, enforcing or protecting the perfect and maintain such security interests created herebyinterest). (d) Except as otherwise permitted under Section 7.4 Each Grantor shall enter into and deliver to the Collateral Agent a Deposit Account Control Agreement with each bank at which such Grantor maintains any deposit account with respect to each such deposit account (other than accounts maintained solely for the benefit of Persons other than the Borrower or any other Subsidiary and payroll accounts) in favor of the Administrative Agent for the benefit of the Agents and the Lenders (subject in priority only to customary Liens provided in favor of such depositary bank); provided, that the foregoing shall be deemed satisfied to the extent that the Grantors have complied with the requirements set forth in the Credit Agreement and within the applicable provisions of each other Loan Document, the Grantors shall not (a) file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which the Administrative Agent is not named as the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the Collateraltime periods set forth therein.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such The Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 5.05 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such the Grantor, such the Grantor will promptly and duly execute and give, execute, deliver, indorse, file or record any and have recordedall financing statements, such further instruments continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and documents any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents and take such further actions or cause to be taken any and all steps or acts that may be necessary or advisable or as the Administrative Agent may reasonably request for to create, perfect, establish the purpose of obtaining priority of, or preserving to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Secured Party to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve the full benefits of this Agreement and the rights, powers and privileges herein granted. (c) Without limiting the obligations of the rights and powers herein granted, including, without limitation, Grantor under Section 6.02(b): (i) filing any financing upon the request of the Administrative Agent, the Grantor shall take or continuation statements under the Uniform Commercial Code cause to be taken all actions (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, (ii) in the case of Investment Property, Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking than any actions necessary required to enable be taken by the Administrative Agent or any Secured Party) requested by the Administrative Agent to obtain Control with respect thereto, and (iii) in the case of Intellectual Property, filing with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created hereby. (d) Except as otherwise permitted under Section 7.4 of the Credit Agreement and the applicable provisions of each other Loan Document, the Grantors shall not (a) file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which cause the Administrative Agent is not named as to (A) have “control” (within the secured party as agent for meaning of Sections 9-104, 9-105, 9-106, 9-107 and 8-106 of the Secured Parties, or (bNew York UCC) cause or permit over any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Collateral constituting Deposit Account, Securities AccountAccounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities but excluding any Securities Account or Commodity Account), or Letter-of-Credit Right constituting part Rights, including, without limitation, executing and delivering any agreements, in form and substance reasonably satisfactory to the Administrative Agent, with depositary banks, securities intermediaries, issuers or other Persons in order to establish “control”, and (B) be a “protected purchaser” (as defined in Section 8-303 of the New York UCC); (ii) the Grantor shall provide thirty (30) days’ prior notice to the Administrative Agent (or such shorter period as agreed to by the Administrative Agent) before the Grantor opens a new Deposit Account or Securities Account and upon opening such new Deposit Account or Securities Account the Grantor shall supplement Schedule 6 in writing to the Administrative Agent including the information set forth on Schedule 6 with respect to such new Deposit Account or Securities Account; (iii) for any Collateral consisting of a Deposit Account, a Securities Account or a Commodity Account maintained by the Grantor, the Grantor will at all times (A) cause the Administrative Agent to have “control” (within the meaning of Sections 9-104, 9-106 and 8-106 of the New York UCC) over such Collateral, including, without limitation, executing and delivering any agreements, in form and substance reasonably satisfactory to the Administrative Agent, with depositary banks, securities intermediaries, commodities intermediaries, issuers or other relevant Persons in order to establish such “control”, and (B) take any other action as the Administrative Agent may reasonably request in order to perfect the Administrative Agent’s security interest in such Collateral; provided that the Grantor shall have until the date that is 30 days following the date on which any such Deposit Account, Securities Account or Commodity Account is opened (or such later date as is agreed by the Administrative Agent in its sole discretion) to either comply with the requirements of this clause (c)(iii) or close such Deposit Account, Securities Account or Commodity Account, as the case may be, and, with respect to any Deposit Account, Securities Account or Commodity Account existing on the Effective Date, the Grantor shall have until the date that is 30 days following the Effective Date (or such later date as is agreed by the Administrative Agent in its sole discretion) to either comply with the requirements of this clause (c)(iii) or close such Deposit Account, Securities Account or Commodity Account, as the case may be; (iv) the Grantor shall promptly notify the Administrative Agent of the Grantor’s acquisition of any Electronic Chattel Paper, Investment Property (including Pledged Securities) or Letter-of-Credit Rights; (v) with respect to Collateral (other than certificated securities and Goods) covered by a document in the possession of a Person other than the Grantor or the Administrative Agent, the Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent’s benefit; and (vi) with respect to any Collateral constituting Goods (other than Goods in transit) that are in the possession of a bailee, the Grantor shall provide prompt notice to the Administrative Agent of any such Collateral then in the possession of such bailee, and the Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent) necessary or reasonably requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable law. (d) The Grantor shall promptly (i) give notice to the Administrative Agent of and take all reasonable actions to defend the Collateral against any Lien, suit, action or proceeding, and (ii) take such other action as may be necessary to remove any Lien (other than any such Lien that is a Permitted Lien), suit, action or proceeding, in any case that involves the Collateral or that could reasonably be expected to adversely affect the Lien granted by the Grantor hereunder. The Grantor shall defend the security interest and Lien created by this Agreement against the claims and demands of all persons whomsoever.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, hereby and (ii) in the case of Investment Property, Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent to obtain Control "control" (within the meaning of the applicable Uniform Commercial Code) with respect thereto, and (iii) in the case of Intellectual Property, filing with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created hereby. (d) Except as otherwise permitted under Section 7.4 of the Credit Agreement and the applicable provisions of each other Loan DocumentSuch Grantor will not, the Grantors shall not (a) file or suffer except upon 15 days' prior written notice to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which the Administrative Agent is not named as the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than and delivery to the Administrative Agent or of (A) all additional executed financing statements and other documents reasonably requested by the Custodian (in accordance with Administrative Agent to maintain the Custody Agreement) to have Control of any Deposit Accountvalidity, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part perfection and priority of the Collateralsecurity interests provided for herein and (B) if applicable, a written supplement to Schedule 5 showing any additional location at which Inventory or Equipment shall be kept, change its jurisdiction of organization.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 5.3 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor except for Liens expressly permitted under the Loan Documents to dispose Section 7.2 of the CollateralCredit Agreement. (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written reasonable request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and give, execute, deliver, indorse, file or record any and have recordedall financing statements, such further instruments continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and documents any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, obtain any and all governmental approvals and consents and take such further actions or cause to be taken any and all steps or acts that may be reasonably necessary or as the Administrative Agent may reasonably request for to create, perfect, establish the purpose of obtaining priority of, or preserving to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve the full benefits of this Agreement and the rights, powers and privileges herein granted. (c) Without limiting the obligations of the rights and powers herein granted, including, without limitationGrantors under subsection (b) of this Section, (i) filing any financing upon the reasonable request of the Administrative Agent, such Grantor shall take or continuation statements under the Uniform Commercial Code cause to be taken all actions (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, (ii) in the case of Investment Property, Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking than any actions necessary required to enable be taken by the Administrative Agent) reasonably requested by the Administrative Agent to obtain Control with respect thereto, and (iii) in the case of Intellectual Property, filing with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created hereby. (d) Except as otherwise permitted under Section 7.4 of the Credit Agreement and the applicable provisions of each other Loan Document, the Grantors shall not (a) file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which cause the Administrative Agent is not named as to (A) have “control” (within the secured party as agent for meaning of Sections 9-104, 9-105, 9-106, and 9-107 of the Secured Parties, or (bUCC) cause or permit over any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Collateral constituting Deposit Account, Securities AccountAccounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Right constituting part Rights, including, without limitation, executing and delivering any agreements, in form and substance reasonably satisfactory to the Administrative Agent, with securities intermediaries, issuers or other Persons in order to establish “control”, and each Grantor shall promptly notify the Administrative Agent and the other Secured Parties of such Grantor’s acquisition of any such Collateral, and (B) be a “protected purchaser” (as defined in Section 8-303 of the CollateralUCC); (ii) with respect to Collateral other than certificated securities and Goods covered by a document in the possession of a Person other than such Grantor or the Administrative Agent, such Grantor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent’s benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession of a bailee, such Grantor shall provide prompt notice to the Administrative Agent and the other Secured Parties of any such Collateral then in the possession of such bailee, and such Grantor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Secured Party) reasonably necessary by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable law. (d) This Section and the obligations imposed on each Grantor by this Section shall be interpreted as broadly as possible in favor of the Administrative Agent and the other Secured Parties in order to effectuate the purpose and intent of this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. Each Pledgor agrees that: (a) Such Grantor it shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 4.03 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. (b) Such Grantor it will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor Collateral and such other reports in connection therewith with the Collateral as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative AgentAgent or any other Lender, and at the sole expense of such GrantorPledgor, such Grantor Pledgor will promptly and duly execute and give, execute, deliver, indorse, file or record any and have recordedall financing statements, such further instruments continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and documents any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, use commercially reasonable efforts to obtain any and all governmental approvals and consents and take such further actions or cause to be taken any and all steps or acts that may be necessary or advisable or as the Administrative Agent may reasonably request for to create, perfect, establish the purpose of obtaining priority of, or preserving to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Lender to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve the full benefits of this Agreement and of the rights rights, powers and powers privileges herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, (ii) in the case of Investment Property, Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent to obtain Control with respect thereto, and (iii) in the case of Intellectual Property, filing with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created hereby. (d) Except as otherwise permitted Without limiting the obligations of the Pledgors under Section 7.4 5.02(c): (i) upon the request of the Credit Agreement and the applicable provisions of each other Loan DocumentAdministrative Agent, the Grantors such Pledgor shall not (a) file take or suffer cause to be on file, or authorize or permit taken all actions (other than any actions required to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which the Administrative Agent is not named as the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than taken by the Administrative Agent or any Lender) reasonably requested by the Custodian Administrative Agent to cause the Administrative Agent to (in accordance with A) have “control” (within the Custody Agreementmeaning of Sections 9.104, 9.105, 9.106, and 9.107 of the UCC) to have Control of over any Collateral constituting Deposit Account, Securities AccountAccounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Right constituting part Rights, including, without limitation, executing and delivering any agreements, in form and substance reasonably satisfactory to the Administrative Agent, with securities intermediaries, issuers or other Persons in order to establish “control”, and each Pledgor shall promptly notify the Administrative Agent of such Pledgor’s acquisition of any such Collateral, and (B) be a “protected purchaser” (as defined in Section 8.303 of the CollateralUCC); (ii) with respect to Collateral other than certificated securities and goods covered by a document in the possession of a Person other than such Pledgor or the Administrative Agent, such Pledgor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent’s benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession of a bailee, such Pledgor shall provide prompt notice to the Administrative Agent of any such Collateral then in the possession of such bailee, and such Pledgor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Lender) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable law. (e) This Section 5.02 and the obligations imposed on each Pledgor by this Section 5.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the other Lenders in order to effectuate the purpose and intent of this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 4.3 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject whomsoever it being understood that except for (i) the filing of financing statements or continuation statements under the Uniform Commercial Code (or other similar applicable laws) in effect in any jurisdiction with respect to the rights security interests created hereby or (ii) the taking of such Grantor under the Loan Documents additional actions required pursuant to dispose Section 5.2 or 5.8 hereof or Section 6.10 of the Collateral. Credit Agreement or otherwise contemplated by Section 4.8(a) or 5.11(a)(iv) hereof or by the terms of any Mortgages (b) and any landlord consents or similar agreements related thereto), the Grantors shall not be required to take additional affirmative actions to perfect the security interests granted hereunder. Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail. (c) . At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, and without limiting the obligations of the Loan Parties under the Credit Agreement, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect granted to the security interests created hereby, (iiextent contemplated by Section 5.5(a) in the case of Investment Property, Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent to obtain Control with respect thereto, and (iii) in the case of Intellectual Property, filing with the United States Patent and Trademark Office hereof or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created hereby. (d) Except as otherwise permitted under Section 7.4 6.10 of the Credit Agreement and the applicable provisions of each other Loan Document, the Grantors shall not (a) file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which the Administrative Agent is not named as the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the Collateral.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest interests created by this Agreement as a perfected security interest interests having at least the priority described in Section 4.2 and shall defend such security interest interests against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the CollateralCollateral or to have Collateral released pursuant to the terms of the Loan Documents. (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail; provided that, so long as no Event of Default has occurred and is continuing, Administrative Agent shall be entitled to no more than one such request each fiscal quarter. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, hereby and (ii) in the case of Investment Property, Deposit Investment Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent to obtain Control “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, and (iii) in thereto to the case of Intellectual Property, filing with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created herebyextent required hereunder. (d) Except as otherwise permitted under Section 7.4 of the Credit Agreement and the applicable provisions of each other Loan Document, the Grantors shall not (a) file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which the Administrative Agent is not named as the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the Collateral.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest to the extent required by this Agreement having at least the priority described in Section 4.2 3.02 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights whomsoever other than any holder of such Grantor under the Loan Documents to dispose of the CollateralPermitted Liens. (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request shall be required by applicable law for the purpose of obtaining obtaining, perfecting or preserving the full benefits of security interests purported to be granted under this Agreement and of the rights and powers remedies herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, hereby and (ii) subject to Section 4.18(d) of the Indenture, in the case of the Deposit Accounts, Investment Property, Deposit Accounts, Letter-of-Letter of Credit Rights and the Securities Accounts and any other relevant Collateral, taking any actions necessary to enable the Administrative Perfection Agent to obtain Control “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, and provided that the Grantor shall not be required to take any of the actions set forth in this clause (iiiii) in the case of Intellectual Property, filing with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created herebyrespect to Excluded Accounts. (dc) Except as otherwise permitted under Section 7.4 of the Credit Agreement and the applicable provisions of each other Loan DocumentIf any Grantor shall at any time acquire a Commercial Tort Claim, the Grantors shall not (a) file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which the Administrative claim amount individually exceeds $2,000,000, such Grantor shall promptly notify the Agent is not named as in a writing signed by such Grantor of the secured party as agent details thereof and grant to the Agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part benefit of the CollateralSecured Parties in such writing a security interest therein and in the Proceeds thereof, with such writing to be in form and substance required by applicable law and such writing shall constitute a supplement to Schedule B hereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest Security Interest created by this Security Agreement as a perfected security interest Security Interest having at least the priority described in Section 4.2 subsection 3.2 and shall defend such security interest Security Interest against the claims and demands of all Persons whomsoever, in each case subject to the rights of such Grantor under the Loan Documents to dispose of the Collateralsubsection 3.2(b). (b) Such Grantor will furnish to the Administrative Collateral Agent and the Lenders Secured Parties from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Collateral Agent may reasonably request. In addition, within 30 days after the end of each calendar quarter, such Grantor will deliver to the Collateral Agent a written supplement hereto substantially in the form of Annex 2 hereto with respect to any additional registrations and applications for Copyrights, Patents, Trademarks and any material exclusive Licenses acquired by such Grantor after the date hereof, all in reasonable detail. (c) At Subject to clause (d) below and subsection 3.2(b), each Grantor agrees that at any time and from time to time, upon at the written reasonable request of the Administrative Collateral Agent, and at the sole expense of such Grantor, such Grantor it will promptly execute any and duly execute all further documents, financing statements, agreements and deliverinstruments, and have recorded, such further instruments and documents and take all such further actions as (including the Administrative filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents), which may be required under any applicable law, or which the Collateral Agent or the Required Secured Parties may reasonably request for request, in order (x) to grant, preserve, protect and perfect the purpose of obtaining or preserving the full benefits of this Agreement validity and priority of the Security Interests created or intended to be created hereby or (y) to enable the Collateral Agent to exercise and enforce its rights and powers herein grantedremedies hereunder with respect to any Collateral, including, without limitation, (i) including the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests Security Interests created hereby, (ii) in all at the case expense of Investment Property, Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent to obtain Control with respect thereto, and (iii) in the case of Intellectual Property, filing with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created herebyGrantor. (d) Except as otherwise permitted under Section 7.4 of Notwithstanding anything in this subsection 4.1 to the Credit Agreement and the applicable provisions of each other Loan Documentcontrary, the Grantors shall not (ai) file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any assets acquired by such Grantor after the date hereof that are required by the Indenture or any Other Pari Passu Lien Agreement to be subject to the Lien created hereby or (ii) with respect to any Person that, subsequent to the date hereof, becomes a Subsidiary of the Collateral in which Company that is required by the Administrative Agent is not named as Indenture or any Other Pari Passu Lien Agreement to become a party hereto, the secured party as agent for relevant Grantor after the Secured Partiesacquisition or creation thereof shall promptly take all actions required by the Indenture, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control applicable provisions of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property Other Pari Passu Lien Agreement or Letter-of-Credit Right constituting part of the Collateralthis subsection 4.1.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest (it being agreed that, unless other means of perfection have been requested by the Administrative Agent or the Required Lenders, such perfected security interest is only to the extent that perfection may be achieved through the filing of a Uniform Commercial Code financing statement in the appropriate filing office) having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, hereby and (ii) in the case of Investment Property, Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent to obtain Control “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, and (iii) in the case of Intellectual Property, filing with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created hereby. (d) Except as otherwise permitted under Section 7.4 Notwithstanding any other provision of the Credit Agreement and Loan Documents to the applicable provisions of each other Loan Documentcontrary, the Grantors shall not (a) file or suffer be required to be on file, or authorize or permit take any action to be filed or to be on file, perfect the security interests created hereunder except for filing of properly completed Uniform Commercial Code financing statements in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which the Administrative Agent is not named as the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than appropriate filing offices unless otherwise requested by the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the CollateralRequired Lenders.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain each of the security interest interests created by this Agreement as a perfected security interest to the extent required hereby having at least the priority described in Section 4.2 4.3 and shall defend such security interest against the claims and demands of all Persons persons whomsoever, subject to the rights provisions of such Grantor under the Loan Documents to dispose of the CollateralSection 8.15. (b) Such Grantor will shall furnish to the Administrative Agent and the Lenders Secured Parties from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the assets and property of such Grantor and such other reports in connection therewith as the Administrative Collateral Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Collateral Agent, and at the sole expense of such Grantor, such Grantor will shall (i) promptly and duly authorize, execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, hereby and (ii) in the case of Investment Property, Deposit Accounts, Letter-of-Credit Rights Accounts and any other relevant Collateral, taking in each case with a value in excess of $500,000, use reasonable best efforts to take any actions necessary to enable the Administrative Collateral Agent to obtain Control "control" (within the meaning of the applicable Uniform Commercial Code) with respect thereto, including executing and (iii) delivering and causing the relevant depositary bank or securities intermediary to execute and deliver a Control Agreement substantially in the case of Intellectual Property, filing with the United States Patent and Trademark Office form attached hereto as Exhibit C or United States Copyright Office (or any successor office or any similar office or agency in any such other country or any political subdivision thereof) any such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created hereby. (d) Except as otherwise permitted under Section 7.4 of the Credit Agreement and the applicable provisions of each other Loan Document, the Grantors shall not (a) file or suffer agreement that is reasonably acceptable to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which the Administrative Agent is not named as the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the CollateralAgent.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall use commercially reasonable efforts to maintain the security interest created by this Agreement in such Grantor’s Collateral as a perfected security interest having at least as and to the priority extent described in Section 4.2 4.2.2 and shall to defend such the security interest created by this Agreement in such Grantor’s Collateral against the claims and demands of all Persons whomsoever, whomsoever (subject to the rights of such Grantor under the Loan Documents to dispose of the Collateralother provisions hereof). (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor Grantor’s Collateral and such other reports in connection therewith with such Grantor’s Collateral as the Administrative Agent may reasonably requestrequest in writing, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein grantedgranted by such Grantor, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any United States jurisdiction with respect to the security interests created hereby; provided that, notwithstanding any other provision of this Agreement or any other Loan Document, neither the Borrowers nor any Grantor will be required to (i) take any action in any jurisdiction other than the United States of America, or required by the laws of any such jurisdiction, or to enter into any security agreement or pledge agreement governed by the laws of any such jurisdiction, in order to create any security interests (or other Liens) in assets located or titled outside of the United States of America or to perfect any security interests (or other Liens) in any Collateral, (ii) deliver control agreements with respect to, or confer perfection by “control” over, any deposit accounts, bank or securities account or other Collateral, except (A) as required by Section 7.17 of the Credit Agreement and (B) in the case of Investment PropertyCollateral that constitutes Capital Stock or Intercompany Notes in certificated form, Deposit Accounts, Letter-of-Credit Rights delivering such Capital Stock or Intercompany Notes and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent to obtain Control with respect thereto, and transfer powers or endorsements (iii) in the case of Intellectual PropertyIntercompany Notes, limited to any such note with a principal amount in excess of $5,000,000) to the Agent (or another Person as required under any applicable Acceptable Intercreditor Agreement), (iii) take any action in order to perfect any security interests in any cash, deposit accounts or securities accounts (except as required by Section 7.17 of the Credit Agreement and to the extent perfected automatically or by the filing of a financing statement under the Code), (iv) deliver landlord lien waivers, estoppels or collateral access letters or (v) file any fixture filing with the United States Patent and Trademark Office respect to any security interest in Fixtures affixed to or United States Copyright Office (or attached to any successor office or any similar office or agency in any other country or any political subdivision thereof) any such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created herebyreal property constituting Excluded Assets. (d) Except as The Agent may grant extensions of time for the creation and perfection of security interests in, or the obtaining a delivery of documents or other deliverables with respect to, particular assets of any Grantor where it determines that such action cannot be accomplished without undue effort or expense by the time or times at which it would otherwise permitted under Section 7.4 of the Credit Agreement and the applicable provisions of each other Loan Document, the Grantors shall not (a) file or suffer be required to be on file, accomplished by this Agreement or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which the Administrative Agent is not named as the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the CollateralSecurity Documents.

Maintenance of Perfected Security Interest; Further Documentation. PageNum#- (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the Collateral and other assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detailsuch detail as the Administrative Agent may reasonably specify. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole cost and expense of such Grantor, such Grantor will promptly and duly authorize, execute and deliver, and have recorded, such all further instruments and documents and take such all further actions as may be necessary or that the Administrative Agent may reasonably request for the purpose of perfecting or protecting the assignments and security interests granted hereunder and obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) executing and filing any financing or continuation statements under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, (ii) in the case of Investment Property, Deposit Accounts, Electronic Chattel Paper and Letter-of-Credit Rights and any other relevant Collateral, taking any actions reasonably necessary to enable the Administrative Agent to obtain Control “control” (within the meaning of the applicable UCC) with respect thereto, in each case pursuant to documents in form and substance satisfactory to the Administrative Agent, (iii) using commercially reasonable efforts acting in good faith to obtain waivers from mortgagees, lessors, landlords, warehousemen, and repairmen in form and substance satisfactory to the Administrative Agent, (iv) if requested by the Administrative Agent, delivering, to the extent permitted by law, any original motor vehicle certificates of title received by such Grantor from the applicable secretary of state or other Governmental Authority after information reflecting the Administrative Agent’s security interest has been recorded therein, (v) if requested by the Administrative Agent, executing and delivering any mortgages or other security agreements covering any aircraft owned by such Grantor and (vi) taking all actions reasonably requested by the Administrative Agent in order to perfect and give notice of its security interest in the case of Intellectual PropertyAlaska Receivables (including executing and delivering notices in respect thereof, and filing such applications and further documents with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any such documents Alaska Department of Revenue as may be necessary for the purpose of perfectingand convenient to establish, confirming, continuing, enforcing or protecting the perfect and maintain such security interests created herebyinterest). (d) Except Each Grantor authorizes the Administrative Agent to, at any time and from time to time, file financing statements, continuation statements, and amendments thereto that describe the Collateral (including describing the Collateral as otherwise permitted under Section 7.4 of the Credit Agreement and the applicable provisions “all assets” of each other Loan Document, the Grantors shall not (a) file or suffer to be on fileGrantor, or authorize words of similar effect), and which contain any other information required pursuant to the UCC for the sufficiency of filing office acceptance of any financing statement, continuation statement, or permit amendment, and each Grantor agrees to furnish any such information to the Administrative Agent promptly upon request. Any such financing statement, continuation statement, or amendment may be signed (to the extent signature of a Grantor is required under applicable law) by the Administrative Agent on behalf of any Grantor and may be filed or to be on file, at any time in any jurisdiction. (e) Each Grantor shall, at any financing statement or like instrument with respect time and from time and to time, take such steps as the Administrative Agent may reasonably request for the Administrative Agent (i) to obtain an acknowledgement, in form and substance reasonably satisfactory to the Administrative Agent, of any bailee having possession of Collateral having a value in excess of $250,000 (in the aggregate for all Grantors), stating that the bailee holds such Collateral for the Administrative Agent and (ii) to otherwise insure the continued perfection and priority of the Administrative Agent’s security interest in any of the Collateral in which the Administrative Agent is not named as the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part and of the Collateralpreservation of its rights therein.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor The Borrower shall take all action reasonably requested by the Administrative Agent to maintain the security interest created by this Agreement as a perfected first priority security interest having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantorthe Borrower, such Grantor the Borrower will promptly and duly execute and give, execute, deliver, indorse, file or record any and have recordedall financing statements, such further instruments continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and documents any other Person), contracts, agreements, assignments, or other instruments, obtain any and all governmental approvals and consents and take such further actions or cause to be taken any and all steps or acts that may be necessary or advisable or as the Administrative Agent may reasonably request for to create, perfect, establish the purpose of obtaining priority of, or preserving to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Lender to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve the full benefits of this Agreement and of the rights rights, powers and powers privileges herein granted, including, without limitation, . (ic) filing any financing or continuation statements under This Section and the Uniform Commercial Code (or other similar laws) obligations imposed on the Borrower by this Section shall be interpreted as broadly as possible in effect in any jurisdiction with respect to the security interests created hereby, (ii) in the case favor of Investment Property, Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent in order to obtain Control with respect thereto, and (iii) in the case of Intellectual Property, filing with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any such documents as may be necessary for effectuate the purpose and intent of perfecting, confirming, continuing, enforcing or protecting the security interests created herebythis Agreement. (d) Except as otherwise permitted under Section 7.4 of the Credit Agreement and the applicable provisions of each other Loan Document, the Grantors shall not (a) file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which the Administrative Agent is not named as the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the Collateral.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 4.3 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. (b) Such Grantor will shall furnish to the Administrative Collateral Agent and the Lenders LendersLC Provider from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the assets and property of such Grantor and such other reports in connection therewith as the Administrative Collateral Agent or the Required LendersLC Provider may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will shall promptly and duly authorize, execute and deliver, and have recorded, such further instruments and documents and take such further actions as may be necessary or as the Administrative Collateral Agent or the Required LendersLC Provider may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, hereby and (ii) in the case of Investment Property, Deposit Accounts (other than Excluded Accounts, Letter-of-Credit Rights ) and any other relevant Collateral, taking any actions necessary to enable the Administrative Collateral Agent to obtain Control “control” (within the meaning of the applicable Uniform Commercial Code) with respect theretothereto to the extent required hereunder, including without limitation, executing and (iii) delivering and causing the relevant depositary bank or securities intermediary to execute and deliver a control agreement in form and substance reasonably satisfactory to the case of Intellectual Property, filing with Collateral Agent and the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created herebyRequired LendersLC Provider. (d) Except as otherwise permitted under In the event that a Grantor hereafter acquires any Collateral of a type described in Section 7.4 of the Credit Agreement and the applicable provisions of each other Loan Document4.6(a) hereof, the Grantors it shall not (a) file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of promptly notify the Collateral Agent in which the Administrative Agent is not named writing and take such actions and execute such documents and make such filings all at such Grantor’s expense as are necessary or as the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Collateral Agent or the Custodian (Required LendersLC Provider may reasonably request in accordance with order to ensure that the Custody Agreement) Collateral Agent has a valid, perfected, first priority security interest in such Collateral, subject to have Control any Permitted Liens. Notwithstanding the foregoing, no Grantor shall be required to notify the Collateral Agent or take any such action unless the Collateral is of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property a material value or Letter-of-Credit Right constituting part of the Collateralis material to such Grantor’s business.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code Applicable UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, hereby and (ii) in the case of Investment Property, Deposit Accounts, Letter-of-Credit Rights that are Collateral and any other relevant Collateral, in each case that are not Excluded Perfection Assets, taking any actions necessary to enable the Administrative Agent to obtain Control “control” (within the meaning of the Applicable UCC) with respect thereto, and (iii) in the case of Intellectual Property, filing with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created hereby. (d) Except as otherwise permitted under Section 7.4 of the Credit Agreement and the applicable provisions of each other Loan Document, the Grantors shall not (a) file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which the Administrative Agent is not named as the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the Collateral.

Maintenance of Perfected Security Interest; Further Documentation. Each Grantor agrees that: (a) Such Grantor it shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 3.03 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject whomsoever other than to the rights of such Grantor extent permitted under the Loan Documents to dispose of the CollateralIndenture. (b) Such Grantor it will furnish to the Administrative Agent and the Lenders Collateral Trustee from time to time statements and schedules further identifying and describing the assets and property of such Grantor Collateral and such other reports in connection therewith with the Collateral as the Administrative Agent Collateral Trustee may reasonably request, all in reasonable detail. (c) At subject to the terms of the Intercreditor Agreement, at any time and from time to time, upon the written request of the Administrative AgentCollateral Trustee, and at the sole expense of such Grantor, such Grantor it will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent Collateral Trustee may reasonably request deem necessary for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the delivery of certificated securities and the filing of any financing or continuation statements under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, (ii) . Notwithstanding anything in the case of Investment Property, Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent to obtain Control with respect theretothis Agreement, and (iii) in subject to the case of Intellectual Property, filing with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created hereby. (d) Except as otherwise permitted under Section 7.4 of the Credit Agreement and the applicable provisions of each other Loan DocumentIntercreditor Agreement, the Grantors shall not (a) file or suffer be required to be on file, or authorize or permit take any action to be filed or to be on file, perfect a security interest in any jurisdiction, Collateral other than (i) to file financing or continuation statements under the UCC (or similar laws) in effect in any financing statement or like instrument jurisdiction with respect to any the security interests created hereby or (ii) deliver Collateral to the Collateral Trustee if such Collateral is of the Collateral in which the Administrative Agent is not named as the secured party as agent for the Secured Parties, type that can only be perfected by possession or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the Collateralcontrol.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest (except with respect to Vehicles) having at least the priority described in Section 4.2 4.3; provided, that (i) with respect to Intellectual Property, such Grantor shall only be required (A) to maintain, evidence and record, or to assist the Administrative Agent in connection with the enforcement of its security interest with, the United States Patent and Trademark Office and the United States Copyright Office, or such other applicable Governmental Authority of the United States, or any state, local governmental or political subdivision thereof, and (B) to file UCC financing statements and maintain and continue the effectiveness thereof and (ii) with respect to the Pledged Securities that are certificated securities, such Grantor shall only be required to (A) deliver to the Administrative Agent the original of such certificated securities, together with stock powers in blank indorsed to the Administrative Agent, and (B) to file UCC financing statements and maintain and continue the effectiveness thereof. Such Grantor shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith with the Collateral as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, (ii) in the case of Investment Property, Deposit Accounts, Letter-of-Credit Rights Accounts and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent to obtain Control "control" (within the meaning of the applicable Uniform Commercial Code) with respect thereto, thereto and (iii) in the case of Intellectual Propertyany Pledged Notes, filing with delivering the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any original of such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created hereby. (d) Except as otherwise permitted under Section 7.4 of the Credit Agreement and the applicable provisions of each other Loan Document, the Grantors shall not (a) file or suffer Pledged Notes to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which the Administrative Agent is not named as the secured party as agent for the Secured PartiesAgent, or (b) cause or permit any Person other than duly indorsed in a manner satisfactory to the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the CollateralAgent.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest to the extent required by this Agreement having at least the priority described in Section 4.2 3.02 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights whomsoever other than any holder of such Grantor under the Loan Documents to dispose of the CollateralPermitted Liens. (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request shall be required by applicable law for the purpose of obtaining obtaining, perfecting or preserving the full benefits of security interests purported to be granted under this Agreement and of the rights and powers remedies herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, hereby and (ii) in the case of the Deposit Accounts, Investment Property, Deposit Accounts, Letter-of-Letter of Credit Rights and the Securities Accounts and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent to obtain Control “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, and provided that the Grantor shall not be required to take any of the actions set forth in this clause (iiiii) in the case of Intellectual Property, filing with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created herebyrespect to Excluded Accounts. (dc) Except as otherwise permitted under Section 7.4 of the Credit Agreement and the applicable provisions of each other Loan DocumentIf any Grantor shall at any time acquire a Commercial Tort Claim, the Grantors shall not (a) file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which the Administrative claim amount individually exceeds $2,000,000, such Grantor shall promptly notify the Agent is not named as in a writing signed by such Grantor of the secured party as agent details thereof and grant to the Agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part benefit of the CollateralSecured Parties in such writing a security interest therein and in the Proceeds thereof, with such writing to be in form and substance required by applicable law and such writing shall constitute a supplement to Schedule B hereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest interests created by this Agreement as a perfected security interest interests having at least the priority priorities described in Section 4.2 and shall defend such security interest interests against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. (b) Such Grantor will furnish to the Administrative Collateral Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Collateral Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Collateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, hereby and (ii) in the case of Investment Property, Deposit Accounts, Accounts and Letter-of-Credit Rights constituting Collateral and any other relevant Collateral, taking any actions necessary to enable the Administrative Collateral Agent to obtain Control "control" (within the meaning of the applicable Uniform Commercial Code) with respect thereto, . Notwithstanding anything in this Agreement to the contrary (other than with respect to (i) Investment Property and (iiiii) in Deposit Accounts and Securities Accounts), no Grantor shall be required to take any actions to perfect or maintain the case of Intellectual PropertyCollateral Agent's security interest with respect to any personal property Collateral which (i) cannot be perfected or maintained by filing a financing statement under the Uniform Commercial Code and (ii) has a fair market value which, filing together with the United States Patent and Trademark Office value of all other personal property Collateral of all Grantors with respect to which a security interest is not perfected or United States Copyright Office (or any successor office or any similar office or agency maintained in any other country or any political subdivision thereof) any such documents as may be necessary for the purpose of perfectingreliance on this sentence, confirming, continuing, enforcing or protecting the security interests created herebydoes not exceed $2,500,000. (d) Except as otherwise permitted under Subject to Section 7.4 5.11, such Grantor will not establish any additional Deposit Accounts or Securities Accounts constituting Collateral without executing and delivering, concurrently with the establishment of such account, a control agreement in form and substance satisfactory to the Credit Agreement Collateral Agent and the applicable provisions of each other Loan Documentrelated depositary bank or securities intermediary, as the Grantors shall not (a) file or suffer to be on file, or authorize or permit to be filed or to be on filecase may be, in any jurisdiction, any financing statement or like instrument with respect order to any perfect the security interests of the Collateral Agent in which such account under the Administrative Agent is not named as the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the CollateralUniform Commercial Code.

Maintenance of Perfected Security Interest; Further Documentation. Each Pledgor agrees that: (a) Such Grantor it shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 4.03 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. (b) Such Grantor it will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor Collateral and such other reports in connection therewith with the Collateral as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative AgentAgent or any other Lender, and at the sole expense of such GrantorPledgor, such Grantor Pledgor will promptly and duly execute and give, execute, deliver, indorse, file or record any and have recordedall financing statements, such further instruments continuation statements, amendments, notices (including, without limitation, notifications to financial institutions and documents any other Person), contracts, agreements, assignments, certificates, stock powers or other instruments, use commercially reasonable efforts to obtain any and all governmental approvals and consents and take such further actions or cause to be taken any and all steps or acts that may be necessary or advisable or as the Administrative Agent may reasonably request for to create, perfect, establish the purpose of obtaining priority of, or preserving to preserve the validity, perfection or priority of, the Liens granted by this Agreement or to enable the Administrative Agent or any other Lender to enforce its rights, remedies, powers and privileges under this Agreement with respect to such Liens or to otherwise obtain or preserve the full benefits of this Agreement and of the rights rights, powers and powers privileges herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, (ii) in the case of Investment Property, Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent to obtain Control with respect thereto, and (iii) in the case of Intellectual Property, filing with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created hereby. (d) Except as otherwise permitted Without limiting the obligations of the Pledgors under Section 7.4 5.02(c): (i) upon the request of the Credit Agreement and the applicable provisions of each other Loan DocumentAdministrative Agent, the Grantors such Pledgor shall not (a) file take or suffer cause to be on file, or authorize or permit taken all actions (other than any actions required to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which the Administrative Agent is not named as the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than taken by the Administrative Agent or any Lender) reasonably requested by the Custodian Administrative Agent to cause the Administrative Agent to (in accordance with A) have "control" (within the Custody Agreementmeaning of Sections 9.104, 9.105, 9.106, and 9.107 of the UCC) to have Control of over any Collateral constituting Deposit Account, Securities AccountAccounts, Electronic Chattel Paper, Investment Property (including the Pledged Securities), or Letter-of-Credit Right constituting part Rights, including, without limitation, executing and delivering any agreements, in form and substance reasonably satisfactory to the Administrative Agent, with securities intermediaries, issuers or other Persons in order to establish "control", and each Pledgor shall promptly notify the Administrative Agent of such Pledgor’s acquisition of any such Collateral, and (B) be a "protected purchaser" (as defined in Section 8.303 of the CollateralUCC); (ii) with respect to Collateral other than certificated securities and goods covered by a document in the possession of a Person other than such Pledgor or the Administrative Agent, such Pledgor shall obtain written acknowledgment that such Person holds possession for the Administrative Agent's benefit; and (iii) with respect to any Collateral constituting Goods that are in the possession of a bailee, such Pledgor shall provide prompt notice to the Administrative Agent of any such Collateral then in the possession of such bailee, and such Pledgor shall take or cause to be taken all actions (other than any actions required to be taken by the Administrative Agent or any other Lender) necessary or requested by the Administrative Agent to cause the Administrative Agent to have a perfected security interest in such Collateral under applicable law. (e) This Section 5.02 and the obligations imposed on each Pledgor by this Section 5.02 shall be interpreted as broadly as possible in favor of the Administrative Agent and the other Lenders in order to effectuate the purpose and intent of this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest interests of the Secured Parties created by this Agreement as a perfected security interest interests having at least the priority described in Section 4.2 and shall defend such security interest interests against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the CollateralCollateral (provided that so long as no Event of Default has occurred and is continuing, the Grantors shall not be required to effect filings in any foreign jurisdictions or offices outside the United States to perfect the security interests in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, in any foreign Intellectual Property). (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, hereby and (ii) in the case of Investment Property, Deposit Investment Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent to obtain Control “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, and (iii) in thereto to the case of Intellectual Property, filing with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created herebyextent required hereunder. (d) Except as otherwise permitted under Section 7.4 of the Credit Agreement and the applicable provisions of each other Loan Document, the Grantors shall not (a) file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which the Administrative Agent is not named as the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the Collateral.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall take all actions reasonably requested by the Administrative Agent to maintain the security interest created by this Agreement as a perfected security interest having at least the perfection and priority described in Section 4.2 and shall take all actions reasonably requested by the Administrative Agent to defend such security interest against the claims and demands of all Persons whomsoever, subject in each case to Liens permitted by the Credit Agreement and to the rights of such Grantor under the Loan Credit Documents to dispose of the Collateral. (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, hereby and (ii) in the case of Investment PropertyProperty not issued by the Borrowers’ Subsidiaries, Deposit Accounts, Letter-of-Letter of Credit Rights and any other relevant Collateral, taking using commercially reasonable efforts to take, at any time after the request of the Administrative Agent, any actions necessary to enable the Administrative Agent to obtain Control “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, and (iii) in the case of Intellectual Property, filing with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created hereby. (d) Except as otherwise permitted under Section 7.4 of the Credit Agreement and the applicable provisions of each other Loan Document, the Grantors shall not (a) file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which the Administrative Agent is not named as the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the Collateral.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 4.3 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to whomsoever (other than those holding Liens permitted by the rights of such Grantor under the Loan Documents to dispose of the CollateralCredit Agreement). (b) Such In addition to the obligations of the Borrower under the Credit Agreement, after the occurrence and during the continuance of an Event of Default, such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith with the Collateral as the Administrative Agent may reasonably request, all in reasonable detail. (c) Each Grantor’s Deposit Accounts existing on the date hereof is set forth on Schedule 7 and such Grantor will on the Closing Date execute and deliver to the Agent Deposit Account control agreements in favor of the Agent with respect to each such Deposit Account (other than the Excluded Accounts) in a form reasonably satisfactory to the Agent. (d) Such Grantor will execute and deliver to the Agent from time to time, promptly (and in any event within 45 days) after opening or acquiring any new Deposit Account (other than an Excluded Account), a Deposit Account control agreement in favor of the Agent with respect to such new Deposit Account (other than an Excluded Account) in a form reasonably satisfactory to the Agent. (e) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, including (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby, hereby and (ii) in the case of Investment Property, Deposit Accounts, Accounts and Letter-of-Credit Rights and any other relevant CollateralRights, taking taking, to the extent required by the Credit Agreement or herein, any actions necessary to enable the Administrative Agent to obtain Control “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, and (iii) in the case ; provided that no actions will be required outside of Intellectual Property, filing with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency to perfect in any other country or any political subdivision thereof) any such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created hereby. (d) Except as otherwise permitted under Section 7.4 assets located outside of the Credit Agreement and the applicable provisions of each other Loan Document, the Grantors shall not (a) file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which the Administrative Agent is not named as the secured party as agent for the Secured Parties, or (b) cause or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the CollateralUnited States.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest Security Interest created by this Security Agreement as a perfected security interest Security Interest having at least the priority described in Section 4.2 subsection 3.2 and shall defend such security interest Security Interest against the claims and demands of all Persons whomsoever, in each case subject to the rights of such Grantor under the Loan Documents to dispose of the Collateralsubsection 3.2(b). (b) Such Grantor will furnish to the Administrative Agent and the Lenders Secured Parties from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection therewith as the Administrative Agent may reasonably request. In addition, within 30 days after the end of each calendar quarter, such Grantor will deliver to the Administrative Agent a written supplement hereto substantially in the form of Annex 2 hereto with respect to any additional registrations and applications for Copyrights, Patents, Trademarks and any material exclusive Licenses acquired by such Grantor after the date hereof, all in reasonable detail. (c) At Subject to clause (d) below and subsection 3.2(b), each Grantor agrees that at any time and from time to time, upon at the written reasonable request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor it will promptly execute any and duly execute all further documents, financing statements, agreements and deliverinstruments, and have recorded, such further instruments and documents and take all such further actions as (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents), which may be required under any applicable law, or which the Administrative Agent or the Required Lenders may reasonably request for request, in order (x) to grant, preserve, protect and perfect the purpose of obtaining or preserving the full benefits of this Agreement validity and priority of the Security Interests created or intended to be created hereby or (y) to enable the Administrative Agent to exercise and enforce its rights and powers herein grantedremedies hereunder with respect to any Collateral, including, without limitation, (i) including the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests Security Interests created hereby, (ii) in all at the case expense of Investment Property, Deposit Accounts, Letter-of-Credit Rights and any other relevant Collateral, taking any actions necessary to enable the Administrative Agent to obtain Control with respect thereto, and (iii) in the case of Intellectual Property, filing with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office or agency in any other country or any political subdivision thereof) any such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests created herebyGrantor. (d) Except as otherwise permitted under Section 7.4 of Notwithstanding anything in this subsection 4.1 to the Credit Agreement and the applicable provisions of each other Loan Documentcontrary, the Grantors shall not (ai) file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any assets acquired by such Grantor after the date hereof that are required by the Credit Agreement to be subject to the Lien created hereby or (ii) with respect to any Person that, subsequent to the date hereof, becomes a Subsidiary of the Collateral in which Company that is required by the Administrative Agent is not named as Credit Agreement to become a party hereto, the secured party as agent for relevant Grantor after the Secured Parties, acquisition or (b) cause creation thereof shall promptly take all actions required by the Credit Agreement or permit any Person other than the Administrative Agent or the Custodian (in accordance with the Custody Agreement) to have Control of any Deposit Account, Securities Account, Electronic Chattel Paper, Investment Property or Letter-of-Credit Right constituting part of the Collateralthis subsection 4.1.