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 in the manner, and having at least the priority described in Section 3.2 and shall use its commercially reasonable efforts to defend such security interest against the claims and demands of all Persons whomsoever. (b) Such Grantor will furnish to the Collateral Trustee from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection with the Collateral as the Collateral Trustee may reasonably request, all in reasonable detail, provided, however, that the Collateral Trustee shall have no obligation to monitor such assets and property or requires such statements and schedules. (c) At any time and from time to time, 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 may be necessary or as the Collateral Trustee may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and any Supplemental Security Agreements 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 in the United States with respect to the security interests created hereby and (ii) in the case of Investment Property, Deposit Accounts and Letter-of-Credit Rights, taking, to the extent required by the Indenture, any actions necessary to enable the Collateral Trustee to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, subject to the terms of the Collateral Trust Agreement to the extent then in effect.

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 in as and to the manner, and having at least the priority extent described in Section 3.2 4.2.2 and shall use its commercially reasonable efforts to defend such the security interest created by this Agreement in such Grantor’s Collateral against the claims and demands of all Persons whomsoeverwhomsoever (subject to the other provisions hereof). (b) Such Grantor will furnish to the Collateral Trustee Agent 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 with the such Grantor’s Collateral as the Collateral Trustee Agent may reasonably requestrequest in writing, all in reasonable detail, provided, however, that the Collateral Trustee shall have no obligation to monitor such assets and property or requires such statements and schedules. (c) At any time and from time to time, upon the written request of the 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 as may be necessary or as the Collateral Trustee Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and any Supplemental Security Agreements and of the rights and powers herein grantedgranted by such Grantor, 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 jurisdiction in the United States jurisdiction with respect to the security interests created hereby and hereby; provided that, notwithstanding any other provision of this Agreement or any other Loan Document, neither any Borrower 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 non-U.S. jurisdiction, or enter into any security agreement or pledge agreement governed by the laws of any such non-U.S. 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 in the case of Investment PropertySecurity Collateral that constitutes Capital Stock or Pledged Notes in certificated form, Deposit Accounts and Letter-of-Credit Rightsdelivering such Capital Stock or Pledged Notes to the Collateral Agent (or another Person as required under any applicable Intercreditor Agreement), taking(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, to the extent required perfected automatically or by the Indenturefiling of a financing statement under the Code or, in the case of Pledged Stock, by being held by the Collateral Agent, any actions necessary to enable Collateral Representative or any Additional Agent as agent for the Collateral Trustee to obtain “control” Agent), (within the meaning of the applicable Uniform Commercial Codeiv) deliver landlord lien waivers, estoppels,collateral access letters or any other third party consents or (v) file any fixture filing with respect theretoto any security interest in Fixtures affixed to or attached to any real property constituting Excluded Assets. (d) The Collateral Agent may grant extensions of time for the creation and perfection of security interests in, subject or the obtaining or 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 be required to the terms of the Collateral Trust be accomplished by this Agreement to the extent then in effector any other Security Documents.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest in the manner, and having at least the priority described in Section 3.2 4.3 and shall use its 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 Note Documents to dispose of the Collateral. (b) Such Grantor will furnish to the Collateral Trustee and each Parity Lien Debt Representative from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection with the Collateral therewith as the Collateral Trustee may reasonably request, all in reasonable detail, provided, however, that the Collateral Trustee shall have no obligation to monitor such assets and property or requires such statements and schedules. (c) At any time and from time to 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 may be necessary or as the Collateral Trustee or an Act of Required Debtholders may reasonably request in writing for the purpose of obtaining or preserving the full benefits of this Agreement and any Supplemental Security Agreements 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 appropriate jurisdiction in the United States with respect to the security interests created hereby and (ii2) without limiting the effects of Section 5.2, in the case of Investment Property, Property in excess of $500,000 and any Deposit Accounts and Letter-of-Credit Rights, taking, to the extent required by the Indenture, Account that constitutes such Grantor’s principal “concentration account,” taking any actions necessary to enable the Collateral Trustee to obtain “control” (within the meaning of the applicable Uniform Commercial Code) Control with respect thereto, subject to the terms of the Collateral Trust Agreement to the extent then in 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 in the manner, and having at least the priority described in Section 3.2 4.03 and shall use its 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 Note Documents to dispose of the Collateral. (b) Such Grantor will furnish to the Collateral Trustee from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection with the Collateral as the Collateral Trustee may reasonably request, all in reasonable detail, provided, however, that the Collateral Trustee shall have no obligation to monitor such assets and property or requires such statements and schedules[Reserved.] (c) At Subject to the Intercreditor Agreement, at any time and from time to time, upon the written request of the 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 may be necessary reasonably requested by the Trustee to obtain or as the Collateral Trustee may reasonably request for the purpose of obtaining or preserving preserve the full benefits of this Agreement and any Supplemental Security Agreements and of the rights and powers herein granted, including, without limitation, (i) the delivering certificated securities, (ii) filing of any financing or continuation statements under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction in the United States with respect to the security interests created hereby and (iiiii) in the case of Investment Property, Deposit Accounts and Accounts, Letter-of-Credit RightsRights and any other relevant Collateral, taking, to the extent required by the Indenture, taking any actions necessary to enable the Collateral Trustee to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect theretothereto (provided that, subject any instruments and documents delivered to, and any actions taken at the request of, the First Lien Agent and sufficient to satisfy such Grantor’s obligations pursuant to the terms First Lien Documents shall be deemed sufficient for purposes of the Collateral Trust Agreement to the extent then in effectthis Section 5.05(c)).

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain Maintain the security interest created by this Agreement as a perfected security interest in to the manner, extent and having at least the priority described in Section 3.2 and hereof and, subject to the Intercreditor Agreement, shall use its commercially reasonable efforts to defend such security interest against the claims and demands of all Persons whomsoever; provided that the Collateral Agent shall release liens and security interests in any Collateral which is sold or otherwise disposed of in accordance with the terms of the Indenture and the other Indenture Documents and the Intercreditor Agreement. (b) Such Grantor will furnish Furnish to the Collateral Trustee Agent and the other Secured Parties from time to time time, at such Grantor’s sole cost and expense, statements and schedules further identifying and describing the assets and property of such Grantor Collateral and such other reports in connection with the Collateral as the Collateral Trustee Agent may reasonably request, all in reasonable detail, provided, however, that such detail as the Collateral Trustee shall have no obligation to monitor such assets and property or requires such statements and schedulesAgent may request. (c) At Subject to the Intercreditor Agreement, at any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver(as required by applicable law), and deliver and/or have recorded, recorded with appropriate agencies such further instruments and documents and take such further actions as may be necessary or as the Collateral Trustee Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and any Supplemental Security Agreements 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 in the United States with respect to the security interests created hereby hereby. (d) This Section 4.5 and (ii) the obligations imposed on each Grantor by this Section 4.5 shall be interpreted as broadly as possible in the case of Investment Property, Deposit Accounts and Letter-of-Credit Rights, taking, to the extent required by the Indenture, any actions necessary to enable the Collateral Trustee to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, subject to the terms favor of the Collateral Trust Agreement Agent and the Secured Parties in order to effectuate the extent then in effectpurpose and intent of this Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such US Grantor shall maintain each of the security interest interests created by this Agreement as a perfected security interest in interest, consistent with the mannerprovisions of this Agreement, and having at least the priority described in Section 3.2 4.03 and shall use its commercially reasonable efforts to defend such security interest against the claims and demands of all Persons persons whomsoever, subject to the provisions of Section 8.15. (b) Such US Grantor will shall furnish to the Collateral Trustee Secured Parties 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 with the Collateral assets and property of such US Grantor as the Collateral Trustee Agent may reasonably request, all in reasonable detail, provided, however, that the Collateral Trustee shall have no obligation to monitor such assets and property or requires such statements and schedules. (c) At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of such US Grantor, such US 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 Collateral Trustee Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and any Supplemental the other Security Agreements Documents and of the rights and powers herein and therein 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 in the United States with respect to the security interests created hereby and (ii) in the case of Investment Property, Deposit Accounts and Letter-of-Credit Rightsany other relevant Collateral, taking, to the extent required by the Indenture, taking any actions necessary to enable the Collateral Trustee Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, subject including without limitation, executing and delivering and using commercially reasonable efforts to cause the relevant depositary bank or securities intermediary to execute and deliver a control agreement in form and substance reasonably acceptable to the terms of the Collateral Trust Agreement to the extent then in effectAgent.

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 any action to perfect a security interest in any property of the manner, and Grantors is not required pursuant to Section 5.3(b)) having at least the priority described in Section 3.2 and shall use its commercially reasonable efforts 4.2, subject to defend the rights of such security interest against Grantor to dispose of the claims and demands Collateral solely as permitted pursuant to the terms of all Persons whomsoeverthe Financing Documents. (b) Such Grantor will furnish to the Collateral Trustee Agent from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection with the Collateral therewith, in each case as the Collateral Trustee Agent may reasonably request, all in reasonable detail, provided, however, that the Collateral Trustee shall have no obligation to monitor such assets and property or requires such statements and schedules. (c) At any time and from time to time, upon the written request of the 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 may be necessary or as the Collateral Trustee Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and any Supplemental Security Agreements 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 in the United States with respect to the security interests created hereby and (ii) in the case of Investment Property, Deposit Accounts and Accounts, Letter-of-Credit RightsRights and any other relevant Collateral, taking, to the extent required by the Indenture, taking any actions necessary (or, in the case of procuring actions of third parties, using commercially reasonable efforts to procure such actions) to enable the Collateral Trustee Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Codeprovision of the UCC) with respect thereto, subject to the terms of the Collateral Trust Agreement to the extent then in 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 in the manner, and having at least the priority described in Section 3.2 4.2, and shall use its commercially reasonable efforts to defend such security interest against the claims and demands of all Persons whomsoever. (b) Such Grantor will furnish to the Collateral Trustee 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 with the Collateral therewith as the Collateral Trustee Lenders may reasonably request, all in reasonable detail, provided, however, that the Collateral Trustee shall have no obligation to monitor such assets and property or requires such statements and schedules. (c) At any time and from time to time, upon the written request of Lenders, 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 may be necessary or as the Collateral Trustee Lenders may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and any Supplemental Security Agreements 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 UCC (or other similar laws) in effect in any jurisdiction in the United States with respect to the security interests created hereby and hereby, (ii) in the case of Investment PropertyProperty and any other relevant Collateral, Deposit Accounts and Letter-of-Credit Rights, taking, to the extent required by the Indenture, taking any such requested actions necessary to enable the Collateral Trustee Lenders to obtain “control” (within the meaning of the applicable Uniform Commercial CodeUCC) with respect thereto, subject to the terms of the such Investment Property or Collateral Trust Agreement to the extent then required to be pledged hereunder; and (iii) if requested by Lenders, delivering, to the extent permitted by law, any original motor vehicle certificates of title received by Grantor from the applicable secretary of state or other Governmental Authority after information reflecting Lenders’ security interest has been recorded in effectsuch motor vehicles to the extent required to be pledged hereunder.

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 in the manner, and interests having at least the priority described in Section 3.2 (Perfection and Priority) and shall use its commercially reasonable efforts to defend such security interest interests against the claims and demands of all Persons whomsoeverPersons. (b) Such Grantor will shall furnish to the 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 with the Collateral as the Collateral Trustee may reasonably requestrequest in writing, all in reasonable detail, provided, however, that detail and in form and substance reasonably satisfactory to the Collateral Trustee shall have no obligation to monitor such assets and property or requires such statements and schedulesTrustee. (c) At Subject to the terms of the Intercreditor Agreement, at any time and from time to time, upon the written request of the Collateral Trustee, 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 as may be necessary or action as the Collateral Trustee may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and any Supplemental Security Agreements 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) in effect in any jurisdiction in the United States with respect to the security interests created hereby and (ii) in the case execution and delivery of Investment PropertyBlocked Account Letters or Restricted Account Letters and Control Account Agreements to the Senior Agent, Deposit Accounts and Letter-of-Credit Rightsand, takingupon Discharge of Senior Lender Claims, to the extent required by the Indenture, any actions necessary to enable the Collateral Trustee to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, subject to the terms of the Collateral Trust Agreement to the extent then in effectTrustee.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall (i) maintain the security interest created by this Agreement as a perfected security interest in the manner, and having at least the priority described in Section 3.2 4.2 and shall (ii) use its commercially reasonable efforts necessary 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 Annually, at the time of the delivery of the Borrower’s annual financial statements with respect to the preceding fiscal year pursuant to Section 6.1(a) of the Credit Agreement, such Grantor will furnish to the Collateral Trustee from time to time Administrative Agent and the Lenders statements and schedules further identifying and describing which provide the information on the assets and property of such Grantor and such other reports in connection with the Collateral as the Collateral Trustee may reasonably request, all in reasonable detaildetail consistent with that provided in the Schedules hereto or confirm that there has been no change in such information since the date on which the Grantor provided information to the Administrative Agent and the Lenders pursuant to this Section 5.2(b) (other than the information on Schedule 5, provided, however, that the Collateral Trustee which shall have no obligation not be subject to monitor any such assets and property annual update or requires such statements and schedulesconfirmation). (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 cause to be filed or recorded, such further instruments and documents and take such further actions as may be necessary or as the Collateral Trustee Administrative Agent may reasonably request for the purpose of obtaining or preserving and maintaining the full benefits of security interest created by this Agreement over the Collateral as a perfected security having at least the priority described in Section 4.2 and any Supplemental Security Agreements and of preserving 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 in the United States with respect to the security interests created hereby and (ii) in the case of Investment Property, Deposit Accounts and Letter-of-Credit Rights, taking, to the extent required by the Indenture, Rights and any actions necessary to enable the other relevant Collateral Trustee to obtain (other than any Excluded Collateral) for which “control” (within the meaning of the applicable Uniform Commercial CodeUCC) is required for perfection under the applicable UCC, taking any actions necessary to enable the Administrative Agent to obtain “control” with respect thereto, subject to the terms of the Collateral Trust Agreement to the extent then in effect.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest in the Collateral created by this Agreement as a perfected security interest in the manner, and having at least the priority described in Section 3.2 4.4 hereof, and shall use its commercially reasonable efforts to defend such security interest against the claims and demands of all Persons whomsoever. (b) Such Grantor will shall furnish to the Collateral Trustee Agent and the other Secured Parties 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 with the such Grantor’s Collateral as the Collateral Trustee Agent may reasonably request, all in reasonable detail, provided, however, that detail and in form and substance reasonably satisfactory to the Collateral Trustee shall have no obligation to monitor such assets and property or requires such statements and schedulesAgent. (c) At any time and from time to time, upon the written request of the Collateral Agent and at the sole expense of such Grantor, such Grantor will promptly promptly, and in any event within fifteen (15) Business Days (or such later date as may be agreed by the Collateral Agent), duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as may be necessary or as the Collateral Trustee Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and any Supplemental Security Agreements 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 in the United States with respect to the security interests created hereby hereby, and (ii) without limitation of Section 5.5(c) hereof, in the case of Investment Property, Deposit Accounts and , Securities Entitlements, Letter-of-Credit RightsRights and any other relevant Collateral, taking, to the extent required by the Indenture, taking any actions necessary to enable the Collateral Trustee Agent to obtain “control” (within the meaning of the applicable Uniform Commercial CodeUCC) with respect thereto, subject to the terms of the Collateral Trust Agreement to the extent then in effect.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Subject to the provisions of Sections 3.1(c) and 3.1(d) hereof, and provided that in no event shall any Grantor be required to deliver Pledged Securities not required to be delivered pursuant to Section 5.2 hereof, such Grantor shall maintain the security interest created by this Agreement on the Collateral as a perfected security interest in the manner, and having at least the priority described in Section 3.2 and shall use its commercially reasonable efforts to defend 4.2 hereof until the Collateral is released from such security interest against pursuant to the claims terms of the Collateral Trust Agreement or by operation of law and demands shall cause such Collateral to remain free of all Persons whomsoeverLiens other than Permitted Liens. (b) Such Grantor will furnish Subject to the Collateral Trustee from time to time statements provisions of Sections 3.1(c) and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection with the Collateral as the Collateral Trustee may reasonably request3.1(d) hereof, all in reasonable detail, provided, however, that the Collateral Trustee shall have no obligation to monitor such assets and property or requires such statements and schedules. (c) At at any time and from time to 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 may be necessary or as the Collateral Trustee any First Priority Agent may reasonably request for (or, if there is no First Priority Agent that is the purpose agent in respect of obtaining any loan agreement, as is necessary or preserving desirable or that a Holder Representative may reasonably request) to better assure, preserve, protect and perfect the security interests granted hereby, the full benefits of this Agreement and any Supplemental Security Agreements and of the rights and powers herein granted, including, without limitation, including (i) the payment of any fees and taxes required in connection with the execution and delivery of this Agreement and the granting and perfecting of the security interests and (ii) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any applicable jurisdiction in within the United States with respect to the security interests created hereby and hereby. Each Grantor will provide to the Collateral Trustee from time to time upon reasonable request, evidence reasonably satisfactory to the Collateral Trustee as to the perfection (ii) in the case of Investment Property, Deposit Accounts and Letter-of-Credit Rights, taking, to the extent required by the Indenture, any actions necessary to enable the Collateral Trustee to obtain “control” (within the meaning this Agreement) and priority of the applicable Uniform Commercial Code) with respect thereto, subject Lien created or intended to the terms of the Collateral Trust Agreement be created pursuant to the extent then in effectthis Agreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Except as otherwise expressly permitted by the Credit Agreement, such Grantor shall maintain each of the security interest interests created by this Agreement as a perfected security interest under (x) applicable Laws of the United States and of any state thereof, (y) applicable Laws as required by Section 7.14 of the Credit Agreement and (z) other applicable Laws to the extent otherwise reasonably required by the Administrative Agent in accordance with the mannerCredit Agreement, and having at least the priority described in Section 3.2 4.3 and shall use its commercially reasonable efforts to defend such security interest against the any claims and demands of all any Persons whomsoever(other than the Secured Parties), subject to the provisions of Section 8.15. (b) Such Grantor will shall furnish to the Collateral Trustee Secured Parties 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 with the Collateral assets and property of such Grantor as the Collateral Trustee Agent may reasonably request, all in reasonable detail, provided, however, that the Collateral Trustee shall have no obligation to monitor such assets and property or requires such statements and schedules. (c) At any time and from time to time, upon the written request of the 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 may be necessary or as the Collateral Trustee Agent may reasonably request to be taken, whether in the United States or outside the United States, for the purpose of obtaining or preserving the full benefits of this Agreement and any Supplemental Security Agreements 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 lawsLaws) in effect in any jurisdiction in within or without the United States with respect to the security interests created hereby and (ii) in the case of Investment PropertyProperty and any other relevant Collateral, Deposit Accounts and Letter-of-Credit Rights, taking, to the extent required by the Indenture, taking any actions necessary to enable the Collateral Trustee Agent to obtain “control” (within the meaning of the applicable Uniform Commercial CodeUCC) with respect thereto, subject to the terms of the Collateral Trust Agreement to the extent then in 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 in the manner, and having at least the priority described in Section 3.2 4.2 and shall use its commercially reasonable efforts to defend such security interest against the claims and demands of all Persons whomsoever. (b) Such Grantor will furnish to the Collateral Trustee Administrative Agent and 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 with the Collateral therewith as the Collateral Trustee Administrative Agent may reasonably request, all in reasonable detail, provided, however, that the Collateral Trustee shall have no obligation to monitor such assets and property or requires such statements and schedules. (c) At Subject to the terms of the Credit Agreement and this Agreement, at any time and from time to time, upon the written request of 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 may be necessary or as the Collateral Trustee Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and any Supplemental Security Agreements 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 UCC (or other similar laws) in effect in any jurisdiction in the United States with respect to the security interests created hereby and hereby, (ii) in the case of Investment Property, Deposit Accounts Accounts, Electronic Chattel Paper and Letter-of-Letter of Credit RightsRights and any other relevant Collateral, taking, to the extent required by the Indenture, taking any actions necessary to enable the Collateral Trustee Administrative Agent to obtain “"control” " (within the meaning of the applicable Uniform Commercial CodeUCC) with respect thereto, subject in each case pursuant to documents in form and substance reasonably satisfactory to Administrative Agent and (iii) during the continuance of an Event of Default, if requested by 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 Administrative Agent's security interest has been recorded therein. (d) Each Grantor authorizes 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 "all assets" of each Grantor, or 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 amendment, and each Grantor agrees to furnish any such information to 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 Administrative Agent on behalf of any Grantor and may be filed at any time in any jurisdiction. (e) Subject to the terms of the Credit Agreement and this Agreement, each Grantor shall, at any time and from time and to time, take such steps as Administrative Agent may reasonably request for Administrative Agent (i) to obtain an acknowledgement, in form and substance reasonably satisfactory to Administrative Agent, of any bailee having possession of any of the Collateral, stating that the bailee holds such Collateral Trust Agreement for Administrative Agent, (ii) to obtain "control" of any letter-of-credit rights, or electronic chattel paper (as such terms are defined by the UCC with corresponding provisions thereof defining what constitutes "control" for such items of Collateral), with any agreements establishing control to be in form and substance reasonably satisfactory to Administrative Agent, and (iii) otherwise to insure the continued perfection and priority of Administrative Agent's security interest in any of the Collateral and of the preservation of its rights therein. (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 ss.16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, such Grantor shall promptly notify Administrative Agent thereof and, at the request of Administrative Agent, shall take such action as Administrative Agent may reasonably request to vest in Administrative Agent "control" under Section 9-105 of the UCC 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, ss.16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. Administrative Agent agrees with the Grantors that Administrative Agent will arrange, pursuant to procedures satisfactory to Administrative Agent and so long as such procedures will not result in Administrative Agent's loss of control, for the Grantors to make alterations to the extent then electronic chattel paper or transferable record permitted under Section 9-105 of the UCC or, as the case may be, Section 201 of the federal Electronic Signatures in effectGlobal and National Commerce Act or ss.16 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 in the manner, and having at least the priority described in Section 3.2 4.3 and shall use its commercially reasonable efforts to defend such security interest against the claims and demands of all Persons whomsoever. (b) Such Grantor will furnish to the Collateral Trustee Agent from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection with the Collateral therewith as the Collateral Trustee Agent may reasonably request, all in reasonable detail, provided, however, that the Collateral Trustee shall have no obligation to monitor such assets and property or requires such statements and schedules. (c) At any time and from time to time, upon the written request of the 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 may be necessary or as the Collateral Trustee Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and any Supplemental Security Agreements 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 UCC (or other similar laws) in effect in any jurisdiction in the United States with respect to the security interests created hereby and (ii) subject to the terms of the Intercreditor Agreement, in the case of Investment PropertyProperty and any other relevant Collateral, Deposit Accounts and Letter-of-Credit Rights, taking, to the extent required by the Indenture, taking any actions necessary to enable the Collateral Trustee Agent to obtain “control” (within the meaning of the applicable Uniform Commercial CodeUCC) with respect thereto, thereto and (iii) subject to the terms of the Intercreditor Agreement, during the continuance of a Default, if requested by the Collateral Trust Agreement Agent, delivering, to the extent then in effectpermitted 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 Collateral Agent’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 Guaranty as a perfected security interest in the manner, and having at least the priority described in Section 3.2 4.3 and shall use its commercially reasonable efforts to defend such security interest against the claims and demands of all Persons whomsoever; provided, in the case of Vehicles, such Grantor shall not be required to perfect such security interest until and unless requested by the Administrative Agent. (b) Such Grantor will furnish to the Collateral Trustee 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 with the Collateral as the Collateral Trustee Administrative Agent may reasonably request, all in reasonable detail, provided, however, that the Collateral Trustee shall have no obligation to monitor such assets and property or requires such statements and schedules. (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 may be necessary or as the Collateral Trustee Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and any Supplemental Security Agreements Guaranty 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 in the United States with respect to the security interests created hereby and hereby, (ii) in the case of Investment Property, Deposit Accounts and Letter-of-Credit Rights, taking, to the extent required by the Indenture, taking any actions necessary to enable the Collateral Trustee Administrative Agent to obtain “"control” " (within the meaning of the applicable Uniform Commercial Code) with respect theretothereto and (iii) in the case of Vehicles, subject noting the Administration Agent as the first lienholder on the certificates of title applicable to such Vehicle issued in accordance with the terms certificate-of-title act or statute of the Collateral Trust Agreement jurisdiction applicable to the extent then in effectsuch Vehicle.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest in the manner, and having at least the priority described in Section 3.2 3.3, to the extent required herein, and shall use its 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 Indenture and/or the Note Documents to dispose of the Collateral and permitted Liens under the Indenture. (b) Such Grantor will furnish to the Collateral Trustee Agent from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection with the Collateral as the Collateral Trustee Agent may reasonably request, all in reasonable detail, provided, however, that the Collateral Trustee shall have no obligation to monitor such assets and property or requires such statements and schedules. (c) At any time and from time to time, upon the written request of the 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 may be necessary or as the Collateral Trustee Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and any Supplemental Security Agreements and of the rights and powers herein granted; provided that other than as required pursuant to Section 1018 of the Indenture in no event shall any Grantor be required to perfect any Lien by means other than the making of filings, including, without limitation, (i) the filing of any financing registrations or continuation statements recordings required for perfection under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction in laws of the United States with respect to the security interests created hereby and (ii) in the case of Investment Property, Deposit Accounts and Letter-of-Credit Rights, takingor any jurisdiction thereof, to the extent required by the Indenture, any actions necessary to enable the Collateral Trustee to obtain “control” (within the meaning terms hereof. In furtherance of the applicable Uniform Commercial Codeforegoing, no Grantor shall be required to deliver share certificates or to enter into control agreements. (d) with respect theretoPromptly following the acquisition by an Issuer or any Subsidiary Guarantor of any After-Acquired Property constituting Collateral under this Agreement, subject to such Issuer or such Subsidiary Guarantor shall take all necessary action so that the terms of the security interest in such Collateral Trust Agreement is perfected to the extent then in effectrequired by this Agreement and the other Security Documents.

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 in the manner, and having at least the priority described in Section 3.2 4.3 and shall use its commercially reasonable efforts to defend such security interest against the claims and demands of all Persons whomsoeverpersons whomsoever (other than the Secured Parties), subject to the rights of such Grantor under the Secured Debt Documents to dispose of the Collateral and subject to the provisions relating to the release of the Liens in the Secured Debt Documents and the Collateral Trust Agreement. (b) Such Grantor will shall furnish to the 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 with the Collateral assets and property of such Grantor as the Collateral Trustee may reasonably request, all in reasonable detail, provided, however, that the Collateral Trustee shall have no obligation to monitor such assets and property or requires such statements and schedules. (c) At any time and from time to time, upon the written request of the Collateral Trustee, 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 Collateral Trustee may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and any Supplemental Security Agreements 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 in the United States with respect to the security interests created hereby and (ii) in the case of Investment Property, Deposit Accounts and Letter-of-Credit Rightsany other relevant Collateral, taking, to the extent required by the Indenture, taking any actions necessary to enable the Collateral Trustee to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, subject including executing and delivering and causing the relevant depositary bank or securities intermediary to the terms of the Collateral Trust execute and deliver a Control Agreement to the extent then in effect(Deposit and Securities Accounts).

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 in the manner, and having at least the a first priority described in Section 3.2 security interest (subject to Permitted Prior Liens) and shall use its commercially reasonable efforts to defend such security interest against the claims and demands of all Persons whomsoever. (ba) Such Each Grantor will furnish to the Collateral Trustee Agent and the 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 with the Collateral as the Collateral Trustee Agent may reasonably request, all in reasonable detail, provided, however, that . (b) Each Grantor shall at the expense of such Grantor execute and deliver such instruments and documents as may be required by the Collateral Trustee shall have no obligation Agent or applicable legal requirements to monitor such assets and property or requires such statements and schedulesmaintain a first priority perfected security interest (subject to Permitted Prior Liens) in the Collateral. (c) At any time and from time to time, upon the written request of the 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 may be necessary or as the Collateral Trustee Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and any Supplemental Security Agreements 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 in the United States with respect to the security interests created hereby and (ii) in the case of Investment Propertyany other relevant Collateral, Deposit Accounts and Letter-of-Credit Rights, taking, to the extent required by the Indenture, taking any actions necessary to enable the Collateral Trustee Agent to obtain “"control” " (within the meaning of the UCC as in effect in any applicable Uniform Commercial Codejurisdiction) with respect thereto, subject to the terms of the Collateral Trust Agreement to the extent then in effect.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest interests of the Collateral Agent and the other Secured Parties created by this Agreement as a perfected security interest in interests (to the manner, and extent such security interests are required to be perfected under the terms of this Agreement) having at least the priority described in Section 3.2 and and, subject to the Intercreditor Agreement, shall use its commercially reasonable efforts to defend such security interest interests against the claims and demands of all Persons whomsoeverwhomsoever (other than (i) to the extent such claims or demands are based on Permitted Liens and (ii) to the extent that the Collateral Agent and the Grantor agree that the cost of such defense is excessive in relation to the benefit to the Secured Parties of the security interest and priority), subject to the rights of such Grantor under the Loan Documents or with the written consent of the Collateral Agent in its sole discretion to dispose of Collateral. (b) Such To the extent required by law to be provided to perfect, register or enforce the relevant security interests, such Grantor will furnish to the Collateral Trustee Agent from time to time (but, unless an Event of Default has occurred and continuing, not more than annually) statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection with the Collateral therewith as the Collateral Trustee Agent may reasonably request, all in reasonable detail, providedin each case, however, that subject to the Collateral Trustee shall have no obligation to monitor such assets and property or requires such statements and schedulesAgreed Security Principles. (c) At any time and from time to time, upon the reasonable written request of the 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 may be necessary or as the Collateral Trustee Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and any Supplemental Security Agreements and of the rights and powers herein granted, including, without limitation, (i) authorizing the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction in the United States with respect to the security interests created hereby and filing and (ii) recording documents necessary to record the Collateral Agent’s and the other Secured Parties’ security interest in the case of Investment Property, Deposit Accounts and Letter-of-Credit Rights, taking, such Grantor’s Intellectual Property to the extent required by that such Intellectual Property is material to the Indenturebusiness of UK Holdco and the Restricted Subsidiaries, taken as a whole, in any actions necessary to enable the Collateral Trustee to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect theretoand all Intellectual Property Registries, in each case, subject to the terms of the Collateral Trust Agreement to the extent then in effectAgreed Security Principles.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall shall, at the request of the Trustee, take all reasonable actions to maintain the security interest created by this Agreement as a perfected security interest in the manner, and having at least the priority described in Section 3.2 5.2 (including making the filings referred to on Schedule 2) and shall use its commercially reasonable efforts to defend such security interest against the claims and demands of all Persons whomsoever. (b) Such Grantor will furnish to the Collateral Trustee and the Holders from time to time time, as reasonably requested by the Trustee, statements and schedules further identifying and describing the assets and property of such Grantor constituting, or intended to constitute, Collateral and such other reports in connection with the Collateral therewith as the Collateral Trustee may reasonably request, all in reasonable detail, provided, however, that the Collateral Trustee shall have no obligation to monitor such assets and property or requires such statements and schedules. (c) At any time and from time to time, upon the written request of the 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 may be necessary or as the Collateral Trustee may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and any Supplemental Security Agreements 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 in the United States with respect to the security interests created hereby and (ii) in the case of Pledged Securities, Investment Property, Deposit Accounts and Letter-of-Credit RightsRights and any other relevant Collateral, taking, to the extent required by the Indenture, taking any actions necessary to enable the Collateral Trustee to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto; provided, subject to the terms that no account control agreements will be required unless an Event of the Collateral Trust Agreement to the extent then Default is in effectexistence.

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 in the manner, and having at least the priority described in Section 3.2 4.3 and shall use its commercially reasonable efforts to defend such security interest against the claims and demands of all Persons whomsoever. (b) Such Each Grantor will furnish to the Collateral Trustee Agent and the other Secured Parties from time to time (but not less than quarterly) statements and schedules further identifying and describing the assets and property of such Grantor (including without limitation, the funds in any Accounts and cash dividends and distributions paid in respect of the Pledged Equity and all payments made in respect of the Pledged Notes) and such other reports in connection with the Collateral therewith as the Collateral Trustee Agent may reasonably request, all in reasonable detail. In addition, provided, however, that each Grantor shall promptly provide to the Secured Parties all advice of daily transactions and other information received under the Collateral Trustee shall have no obligation to monitor such assets and property or requires such statements and schedulesAccount Control Agreement. (c) At any time and from time to timetime or upon the written request of the Collateral Agent, and at the sole expense of such each Grantor, such each Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as may be necessary or as the Collateral Trustee Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and any Supplemental Security Agreements 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 UCC (or other similar laws) in effect in any jurisdiction in the United States with respect to the security interests created hereby and (ii) in the case of Investment PropertyProperty and any other relevant Collateral, Deposit Accounts and Letter-of-Credit Rights, taking, to the extent required by the Indenture, taking any actions necessary to enable the Collateral Trustee Agent to obtain “control” (within the meaning of the applicable Uniform Commercial CodeUCC) with respect thereto, subject to the terms of the Collateral Trust Agreement to the extent then in 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 in the manner, and having at least the priority described in Section 3.2 and shall use its commercially reasonable efforts to defend such security interest against the claims and demands of all Persons whomsoeverwhomsoever (other than Permitted Encumbrances), subject to the rights of such Grantor under the Credit Documents to dispose of the Collateral. (b) Such Grantor will furnish to the Collateral Trustee from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection with the Collateral therewith as the Collateral Trustee may reasonably request, all in reasonable detail, provided, however, that the Collateral Trustee shall have no obligation to monitor such assets and property or requires such statements and schedules. (c) At Subject to Section 8.9(d) of the Term Loan Agreement, at any time and from time to time, upon the reasonable written request of the Collateral 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 may be necessary or as the Collateral Trustee may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and any Supplemental Security Agreements 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 in the United States with respect to the security interests created hereby and (ii) in the case of Collateral constituting Investment Property, Deposit Accounts and Accounts, Letter-of-Credit RightsRights and any other relevant Collateral, taking, to the extent required by the Indenture, taking any actions necessary to enable the Collateral Trustee to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, subject to the terms of the Collateral Trust Agreement to the extent then in effect.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement on the Collateral as a perfected security interest in the manner, and having at least the priority described in Section 3.2 4.3 until the Collateral is released from such security interest pursuant to the terms of Section 10.15 of the Credit Agreement or by operation of law and shall use its commercially reasonable efforts to defend such security interest against the claims and demands of all Persons whomsoever. (b) Such Grantor will furnish to the Collateral Trustee Secured Parties 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 with the Collateral of such Grantor as the Collateral Trustee Administrative Agent may reasonably request, all in reasonable detail, provided, however, that the Collateral Trustee shall have no obligation to monitor such assets and property or requires such statements and schedules. (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 may be necessary or as the Collateral Trustee Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and any Supplemental Security Agreements 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 in the United States with respect to the security interests created hereby and (ii) in the case of Investment Property, Deposit Accounts (except Deposit Accounts constituting Agreed Unperfected Collateral) and Letter-of-Credit Rightsany other relevant Collateral, taking, to the extent required by the Indenture, taking any actions necessary to enable the Collateral Trustee Administrative Agent to obtain “"control” " (within the meaning of the applicable Uniform Commercial Code) with respect thereto, subject including without limitation, executing and 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 terms of the Collateral Trust Agreement to the extent then in effectAdministrative Agent.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Except with respect to actions affirmatively taken by the Administrative Agent with respect to its Liens or any failure by the Administrative Agent to continue any such Lien prior to the lapse thereof due to the passage of time, such Grantor shall maintain the such security interest created by this Agreement as a perfected security interest in the manner, and having at least the priority described in Section 3.2 4.2 and shall use its commercially reasonable efforts to defend such security interest against the claims and demands of all Persons whomsoever. (b) Such Grantor will furnish to the Collateral Trustee 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 with the Collateral therewith as the Collateral Trustee Administrative Agent may reasonably request, all in reasonable detail, provided, however, that the Collateral Trustee shall have no obligation to monitor such assets and property or requires such statements and schedules. (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 may be necessary or as the Collateral Trustee Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and any Supplemental Security Agreements and of the rights and powers herein granted, including, without limitationbut not limited to, (i) the filing of any financing or continuation statements under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction in the United States with respect to the security interests created hereby and and, (ii) subject to Section 4.6(a) hereof in the case of Investment PropertyProperty and any other relevant Collateral, Deposit Accounts and Letter-of-Credit Rights, taking, to the extent required by the Indenture, taking any actions necessary or reasonably advisable to enable the Collateral Trustee Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial CodeUCC) with respect thereto, subject to the terms including obtaining Account Control Agreements. (d) Such Grantor shall not permit any of the Collateral Trust Agreement with a fair market value in excess of $250,000, in aggregate for all Grantors, to the extent then become a Fixture to any real property unless such real property is subject to a mortgage by such Grantor in effectfavor of Administrative Agent.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Subject to the provisions of Section 5.9(d)(i), (ii) and (iii)(A) of the Credit Agreement and Section 3(b) and provided that in no event shall any Grantor be required to deliver Pledged Securities not required to be delivered pursuant to Section 5.1, such Grantor shall maintain the security interest created by this Agreement on the Collateral as a perfected security interest in the manner, and having at least the priority described in Section 3.2 4.2 until the Collateral is released from such security interest pursuant to the terms of Section 9.14 of the Credit Agreement or by operation of law or by agreement of the requisite Lenders or all Lenders and shall use its commercially reasonable efforts to defend such security interest and the priority thereof against the claims and demands of all Persons whomsoeverwhomsoever (subject to Permitted Liens). Each Grantor shall, at its own expense, take any and all actions necessary to defend title to the Collateral against all persons. (b) Such Each Grantor will furnish agrees to use its commercially reasonable effort to maintain, at its own cost and expense, such complete and accurate records with respect to the Collateral Trustee from time owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to time statements and schedules further identifying and describing the assets and property of those in which such Grantor is engaged, but in any event to include complete accounting records in all material respects indicating all payments and proceeds received with respect to any part of the Collateral, and, at such other reports in connection with the Collateral time or times as the Collateral Trustee Administrative Agent may reasonably request, promptly to prepare and deliver to the Administrative Agent a duly certified schedule or schedules in form and detail satisfactory to the Administrative Agent showing the identity, amount and location of any and all in reasonable detail, provided, however, that the Collateral Trustee shall have no obligation to monitor such assets and property or requires such statements and schedulesCollateral. (c) At Subject to the provisions of Section 5.9(d)(i), (ii) and (iii)(A) of the Credit Agreement and Section 3(b), 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 may be necessary or as the Collateral Trustee Administrative Agent may reasonably request for to better assure, preserve, protect and perfect the purpose of obtaining or preserving security interests granted hereby, the full benefits of this Agreement and any Supplemental Security Agreements and of the rights and powers herein granted, including, without limitation, including (i) the payment of any fees and taxes required in connection with the execution and delivery of this Agreement and the granting and perfecting of the security interests and (ii) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction in within the United States with respect to the security interests created hereby and (ii) in the case of Investment Property, Deposit Accounts and Letter-of-Credit Rights, taking, hereby. Each Grantor will provide to the extent required by Administrative Agent from time to time upon reasonable request, evidence reasonably satisfactory to the Indenture, any actions necessary Administrative Agent as to enable the Collateral Trustee to obtain “control” (within the meaning perfection and priority of the applicable Uniform Commercial CodeLien created or intended to be created pursuant to this Agreement. (d) with respect thereto, subject No Grantor shall make or permit to the terms be made any transfer of the Collateral Trust except as permitted by the Credit Agreement and each Grantor shall use commercially reasonable efforts to remain at all times in possession or otherwise in control of the extent then Collateral owned by it, in effecta manner consistent with its current practices and in accordance with such prudent and standard practice used in industries that are the same as or similar to those in which such Grantor is engaged, except as permitted by the Credit Agreement. (e) No Grantor will, without the Administrative Agent’s prior written consent (not to be unreasonably withheld or delayed), grant any extension of the time of payment of any Receivables included in the Collateral, compromise, compound or settle the same for less than the full amount thereof, release, wholly or partly, any person liable for the payment thereof or allow any credit or discount whatsoever thereon, other than extensions, credits, discounts, compromises, compoundings or settlements granted or made in the ordinary course of business and consistent with its current practices and in accordance with such prudent and standard practice used in industries that are the same as or similar to those in which such Grantor is engaged.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement on the Collateral as a perfected security interest in the manner, and having at least the priority described in Section 3.2 4.3 until the Collateral is released from such security interest pursuant to the terms of Section 9.14 of the Credit Agreement or by operation of law and shall use its commercially reasonable efforts to defend such security interest against the claims and demands of all Persons whomsoever. (ba) Such Grantor will furnish to the Collateral Trustee Administrative Agent for further delivery to 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 with the Collateral of such Grantor as the Collateral Trustee Administrative Agent may reasonably request, all in reasonable detail, provided, however, that the Collateral Trustee shall have no obligation to monitor such assets and property or requires such statements and schedules. (cb) 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 may be necessary or as the Collateral Trustee Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and any Supplemental Security Agreements 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 in the United States with respect to the security interests created hereby and (ii) in the case of Investment Property, Deposit Accounts (except Deposit Accounts constituting Agreed Unperfected Collateral or as otherwise permitted by Section 5.12) and Letter-of-Credit Rightsany other relevant Collateral (other than Agreed Unperfected Collateral), taking, to the extent required by the Indenture, taking any actions necessary to enable the Collateral Trustee Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, subject including without limitation, executing and 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 terms of the Collateral Trust Agreement to the extent then in effectAdministrative Agent.

Maintenance of Perfected Security Interest; Further Documentation. The Shipowner shall, in each case with respect to all Collateral other than the Deposit Funds: (ai) Such Grantor shall maintain the security interest created by this Agreement in such Collateral as a first priority duly perfected security interest in the manner, and having at least the priority described in Section 3.2 and shall use its commercially reasonable efforts to (ii) defend such security interest against the claims and demands of all Persons whomsoever., subject in each case to Permitted Liens; (b) Such Grantor will furnish to the Collateral Trustee Administrator 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 with the Collateral as the Collateral Trustee Administrator may reasonably request, all in reasonable detail, provided, however, that the Collateral Trustee shall have no obligation to monitor such assets and property or requires such statements and schedules.; (c) At take all steps necessary from time to time, including the filing of any required UCC continuation statements with respect to any such Collateral that is subject to the UCC and as to which a security interest is perfected by filing, in order to maintain the Administrator’s first priority Lien in such Collateral, subject to Permitted Liens; and (d) promptly, at any time and from time to time, and at the sole expense of such Grantorthe Shipowner, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as may be necessary or as the Collateral Trustee Administrator may reasonably request deem necessary for the purpose of obtaining or preserving the full benefits of this Agreement and any Supplemental Security Agreements and of the rights and powers herein grantedgranted with respect to such Collateral that is subject to the UCC but in any event excluding the Deposit Funds, 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 in the United States with respect to the security interests created hereby and (ii) in the case of Investment Property, this Agreement with respect to such Collateral other than Deposit Accounts and Letter-of-Credit Rights, taking, Funds. The Shipowner shall provide to the extent required by the IndentureAdministrator timely notice of such execution, any actions necessary to enable the Collateral Trustee to obtain “control” (within the meaning delivery, or recordation of the applicable Uniform Commercial Code) with respect theretosuch instruments and documents, subject to the terms of the Collateral Trust Agreement to the extent then in effectand copies thereof.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Except with respect to actions affirmatively taken by the Administrative Agent with respect to its Liens or any failure by the Administrative Agent to continue any such Lien prior to the lapse thereof due to the passage of time, such Grantor shall maintain the such security interest created by this Agreement as a perfected security interest in the manner, and having at least the priority described in Section 3.2 4.2 and shall use its commercially reasonable efforts to defend such security interest against the claims and demands of all Persons whomsoever. (b) Such Grantor will furnish to the Collateral Trustee 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 with the Collateral therewith as the Collateral Trustee Administrative Agent may reasonably request, all in reasonable detail, provided, however, that the Collateral Trustee shall have no obligation to monitor such assets and property or requires such statements and schedules. (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 may be necessary or as the Collateral Trustee Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and any Supplemental Security Agreements and of the rights and powers herein granted, including, without limitationbut not limited to, (i) the filing of any financing or continuation statements under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction in the United States with respect to the security interests created hereby and and, (ii) subject to Section 4.6(a) hereof in the case of Investment PropertyProperty and any other relevant Collateral, Deposit Accounts and Letter-of-Credit Rights, taking, to the extent required by the Indenture, taking any actions necessary or reasonably advisable to enable the Collateral Trustee Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial CodeUCC) with respect thereto, subject to the terms including obtaining Account Control Agreements. (d) Such Grantor shall not permit any of the Collateral Trust Agreement with a fair market value in excess of $250,000, in aggregate for all Grantors to the extent then become a Fixture to any real property unless such real property is subject to a mortgage by such Grantor in effectfavor of Administrative Agent.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement in such Grantor’s Collateral as a perfected security interest in the manner, and having at least the perfection and priority described in Section 3.2 4.3 and shall use its 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 Collateral Trustee Agent 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 with the Collateral therewith as the Collateral Trustee Agent may reasonably request, all in reasonable detail, provided, however, that the Collateral Trustee shall have no obligation to monitor such assets and property or requires such statements and schedules. (c) Such Grantor shall give to the Collateral Agent and the other Secured Parties at all times upon reasonable prior notice full and free access during normal business hours to all of its books, correspondence and records and the Collateral Agent and the other Secured Parties and their respective representatives may examine, inspect or audit the same, take extracts therefrom and make photocopies thereof, and the Grantors agree to render to the Collateral Agent and the other Secured Parties, at such Grantor’s cost and expense, such clerical and other assistance as may be reasonably requested with regard thereto. (d) At any time and from time to time, upon the written request of the 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 documents, including, without limitation, a completed Pledge Supplement, substantially in the form of Annex III attached hereto, and take such further actions as may be necessary or as the Collateral Trustee Agent may reasonably request for the purpose of obtaining creating, perfecting, ensuring the priority of, protecting or enforcing the Collateral Agent’s security interest in the Collateral or otherwise conferring or preserving the full benefits of this Agreement and any Supplemental Security Agreements and of the interests, 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 in the United States with respect to the security interests created hereby and (ii) in the case of Investment Property, Deposit Accounts and Letter-of-Credit Rights, taking, to the extent required by the Indenture, any actions necessary to enable the Collateral Trustee to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, subject to the terms of the Collateral Trust Agreement to the extent then in effect.

Maintenance of Perfected Security Interest; Further Documentation. (a) 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 in the manner, and interests having at least the priority described in Section 3.2 4.2 and shall use its commercially reasonable efforts to defend such security interest interests against the claims and demands of all Persons whomsoever. (b) , subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral. Such Grantor will furnish to the Collateral Trustee Administrative Agent from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection with the Collateral therewith as the Collateral Trustee Administrative Agent may reasonably request, all in reasonable detail, provided, however, that the Collateral Trustee shall have no obligation to monitor such assets and property or requires such statements and schedules. (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 filed or recorded, as applicable such further instruments and documents and take such further actions as may be necessary or as the Collateral Trustee Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and any Supplemental Security Agreements 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 New York UCC (or other similar laws) in effect in any jurisdiction in the United States with respect to the security interests created hereby and (ii) in the case of Investment Property, Deposit Accounts and Investment Accounts, Letter-of-Credit RightsRights and any other relevant Collateral, taking, to the extent required by the Indenture, taking any actions necessary to enable the Collateral Trustee Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial CodeNew York UCC) with respect thereto, subject to the terms of the Collateral Trust Agreement thereto to the extent then required hereunder. Changes in effectLocations, Name, Etc. Such Grantor will not, except upon 15 days’ (or such shorter period as may be agreed to by the Administrative Agent) prior written notice to the Administrative Agent and delivery to the Administrative Agent of (a) all additional executed financing statements and other documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the security interests provided for herein, and (b) if applicable, a written supplement to Schedule 4 showing the relevant new jurisdiction of organization, location of chief executive office or sole place of business, as appropriate: change its jurisdiction of organization, identification number from the jurisdiction of organization (if any) or the location of its chief executive office or sole place of business, as appropriate, from that referred to in Section 4.3; change its name; or locate any Collateral in any state or other jurisdiction other than those in which such Grantor operates as of the Closing Date.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor Domestic Loan Party shall maintain the security interest created by this Agreement as a perfected security interest in the manner, and having at least the priority described in Section 3.2 4.3 and shall use its commercially reasonable efforts to defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Domestic Loan Party under the Loan Documents to dispose of the Collateral. (b) Such Grantor Domestic Loan Party will furnish to the Collateral Trustee Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of such Grantor Domestic Loan Party and such other reports in connection with the Collateral therewith as the Collateral Trustee Administrative Agent may reasonably request, all in reasonable detail, provided, however, that the Collateral Trustee shall have no obligation to monitor such assets and property or requires such statements and schedules. (c) At Subject to Section 5.5(d), at any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such GrantorDomestic Loan Party, such Grantor Domestic Loan Party will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as may be necessary or as the Collateral Trustee Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and any Supplemental Security Agreements 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 in the United States with respect to the security interests created hereby and (ii) in the case of Deposit Accounts, Investment PropertyProperty (including Securities Accounts), Deposit Accounts and Letter-of-Credit RightsRights and any other relevant Collateral, taking, to the extent required by the Indenture, taking any actions necessary to enable the Collateral Trustee Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect theretothereto (including, subject where applicable, the execution of “control agreements”). (d) In the case of Deposit Accounts and Securities Accounts, the Administrative Agent will not require “control” over (i) payroll accounts, (ii) zero balance accounts or (iii) so long as no Default or Event of Default has occurred and is continuing, Non-Control Accounts in which the aggregate balance is less than both (x) $5,000,000 at any one time and (y) $2,500,000 in aggregate average daily balance for the most recent monthly reporting period (such amounts constituting the “Account Threshold Amount”). The Company shall promptly notify the Administrative Agent at any time the aggregate balance in Non-Control Accounts exceeds the Account Threshold Amount, such notice to identify the terms of the Collateral Trust Agreement to the extent then in effectfinancial institutions and related account numbers and balances.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest interests of the Collateral Agent and the other Secured Parties created by this Agreement as a perfected security interest in interests (to the manner, and extent such security interests are required to be perfected under the terms of the Credit Agreement) having at least the priority described in Section 3.2 and shall use its commercially reasonable efforts to 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 Liens permitted under the Credit Agreement), subject to the rights of such Grantor under the Loan Documents to dispose of Collateral. (b) Such Grantor will promptly furnish to the Collateral Trustee Agent from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection with the Collateral therewith as the Collateral Trustee Agent may reasonably request, all in reasonable detail, provided, however, that the Collateral Trustee shall have no obligation to monitor such assets and property or requires such statements and schedules. (c) At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of such GrantorGrantor and subject to the terms of the Credit Agreement and the provisos to Section 2 of this Agreement, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as may be necessary or as the Collateral Trustee Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and any Supplemental Security Agreements and of the rights and powers herein granted, including, without limitation, (i) authorizing the filing of any financing or continuation statements under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction in the United States with respect to the security interests created hereby and filing and recording documents necessary to record the Collateral Agent’s and the other Secured Parties’ security interest in such Grantor’s Intellectual Property in any and all Intellectual Property Registries and (ii) in the case of Collateral constituting Investment Property, Deposit Accounts and Letter-of-Credit Rights, taking, to the extent required by the Indenture, taking any actions necessary to enable the Collateral Trustee Agent to obtain “control” (within the meaning of the applicable Uniform Commercial CodeUCC) with respect thereto, subject to the terms of the Collateral Trust Agreement to the extent then in 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 in the manner, and having at least the priority described in Section 3.2 4.3 and shall use its 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 Note Documents to dispose of the Collateral. (b) Such Grantor will furnish to the Collateral Trustee and each Parity Lien Debt Representative from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection with the Collateral therewith as the Collateral Trustee may reasonably request, all in reasonable detail, provided, however, that the Collateral Trustee shall have no obligation to monitor such assets and property or requires such statements and schedules. (c) At any time and from time to time, 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 may be necessary or as the Collateral Trustee or an Act of Required Debtholders may reasonably request in writing for the purpose of obtaining or preserving the full benefits of this Agreement and any Supplemental Security Agreements 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 appropriate jurisdiction in the United States with respect to the security interests created hereby and (ii2) in the case of Investment Property, Property in excess of $500,000 and any Deposit Accounts and Letter-of-Credit Rights, taking, to the extent required by the Indenture, Account that constitutes such Grantor’s principal “concentration account,” taking any actions necessary to enable the Collateral Trustee to obtain “control” (within the meaning of the applicable Uniform Commercial Code) Control with respect thereto, subject to the terms of the Collateral Trust Agreement to the extent then in effect.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Except as otherwise expressly permitted by the Credit Agreement, such Grantor shall maintain each of the security interest interests created by this Agreement as a perfected security interest under (x) applicable Laws of the United States and of any state thereof, (y) applicable Laws as required by Section 7.15 of the Credit Agreement and (z) other applicable Laws to the extent otherwise reasonably required by the Administrative Agent in accordance with the mannerCredit Agreement, and having at least the priority described in Section 3.2 4.3 and shall use its commercially reasonable efforts to defend such security interest against the any claims and demands of all any Persons whomsoever(other than the Secured Parties), subject to the provisions of Section 8.15. (b) Such Grantor will shall furnish to the Collateral Trustee Secured Parties 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 with the Collateral assets and property of such Grantor as the Collateral Trustee Agent may reasonably request, all in reasonable detail, provided, however, that the Collateral Trustee shall have no obligation to monitor such assets and property or requires such statements and schedules. (c) At any time and from time to time, upon the written request of the 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 may be necessary or as the Collateral Trustee Agent may reasonably request to be taken, whether in the United States or outside the United States, for the purpose of obtaining or preserving the full benefits of this Agreement and any Supplemental Security Agreements 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 lawsLaws) in effect in any jurisdiction in within or without the United States with respect to the security interests created hereby and (ii) in the case of Investment PropertyProperty and any other relevant Collateral, Deposit Accounts and Letter-of-Credit Rights, taking, to the extent required by the Indenture, taking any actions necessary to enable the Collateral Trustee Agent to obtain “control” (within the meaning of the applicable Uniform Commercial CodeUCC) with respect thereto, subject to the terms of the Collateral Trust Agreement to the extent then in effect.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain cooperate with Purchaser in maintaining the security interest created by this Agreement as a perfected security interest in the manner, and having at least the priority described in Section 3.2 4.2 and shall use its 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 Note Documents to dispose of the Collateral or incur Permitted Liens (in each case in accordance with the terms and conditions of the Note Documents); provided that Pledged Equity shall not be subject to any Lien except the Lien created hereby. (b) Such Grantor will shall furnish to the Collateral Trustee Purchaser from time to time upon Purchaser’s reasonable request statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection with the Collateral therewith as the Collateral Trustee Purchaser may reasonably requestrequest from time to time, all in reasonable detail, provided, however, that the Collateral Trustee shall have no obligation to monitor such assets and property or requires such statements and schedules. (c) At any time and from time to time, upon the written request of Purchaser, 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 as may be necessary or as the Collateral Trustee Purchaser may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and any Supplemental Security Agreements and of the rights and powers herein granted, including, without limitation, including (i) the filing of any financing appropriate financing, amendment or continuation statements under the Uniform Commercial Code UCC (or other similar laws) in effect in any appropriate jurisdiction in the United States with respect to the security interests created hereby hereby, and (ii) in the case of Investment PropertyProperty and any other relevant Collateral, Deposit Accounts and Letter-of-Credit Rights, taking, to the extent required by the Indenture, taking any actions reasonably necessary to enable the Collateral Trustee Purchaser to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, subject . Each Grantor acknowledges and agrees that its signature to the terms this Agreement as a Grantor shall bind it to each and every provision of the Collateral Trust this Agreement to the extent then in effectits capacity as “a Grantor” and as an Issuer (as 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 in the manner, and having at least the priority and perfection described in Section 3.2 4.2 and shall use its commercially reasonable efforts to defend such security interest against the claims and demands of all Persons whomsoever, other than the holders of the First Priority Liens and other Liens permitted by the Indenture. (b) Such Grantor will furnish to the Collateral Trustee Agent and the Holders from time to time statements and schedules further identifying and describing the assets and property of such Grantor constituting Collateral and such other reports in connection with the Collateral therewith as the Collateral Trustee Agent may reasonably request, all in reasonable detail, provided, however, that the Collateral Trustee shall have no obligation to monitor such assets and property or requires such statements and schedules. (c) At Subject to the priority of the First Priority Liens and subject to the terms of the Intercreditor Agreement, at any time and from time to time, upon the written request of the 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 may be necessary or as the Collateral Trustee Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and any Supplemental Security Agreements 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 applicable jurisdiction in the United States with respect to the security interests created hereby and (ii) as soon as reasonably practicable following the Discharge of First Priority Claims, in the case of Investment Property, Deposit Accounts and Letter-of-Credit Rightsany other relevant Collateral, taking, to the extent required by the Indenture, taking any actions necessary to enable the Collateral Trustee Agent to obtain “"control” " (within the meaning of the applicable Uniform Commercial Code) with respect thereto, subject to the terms of the Collateral Trust Agreement to the extent then in 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 in the manner, and having at least the priority described in Section 3.2 4.2, and shall use its commercially reasonable efforts to defend such security interest against the claims and demands of all Persons whomsoever. (b) Such Grantor will furnish to the Collateral Trustee 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 with the Collateral therewith as the Collateral Trustee Lenders may reasonably request, all in reasonable detail, provided, however, that the Collateral Trustee shall have no obligation to monitor such assets and property or requires such statements and schedules. (c) At any time and from time to time, upon the written request of Lenders, 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 may be necessary or as the Collateral Trustee Lenders may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and any Supplemental Security Agreements 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 UCC or PPSA (or other similar laws) in effect in any jurisdiction in the United States with respect to the security interests created hereby and hereby, (ii) in the case of Investment PropertyProperty and any other relevant Collateral, Deposit Accounts and Letter-of-Credit Rights, taking, to the extent required by the Indenture, taking any such requested actions necessary to enable the Collateral Trustee Lenders to obtain “"control” " (within the meaning of the applicable Uniform Commercial CodeUCC or PPSA) with respect thereto, subject to the terms of the such Investment Property or Collateral Trust Agreement to the extent then required to be pledged hereunder; and (iii) if requested by Lenders, 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 Lenders' security interest has been recorded in effectsuch motor vehicles to the extent required to be pledged hereunder.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest in the manner, and having at least the priority described in Section 3.2 4.3 and shall use its 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 Collateral Trustee and each Priority Lien Debt Representative from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection with the Collateral therewith as the Collateral Trustee may reasonably request, all in reasonable detail, provided, however, that the Collateral Trustee shall have no obligation to monitor such assets and property or requires such statements and schedules. (c) At any time and from time to 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 may be necessary or as the Collateral Trustee or an Act of Required Debtholders may reasonably request in writing for the purpose of obtaining or preserving the full benefits of this Agreement and any Supplemental Security Agreements 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 appropriate jurisdiction in the United States with respect to the security interests created hereby and hereby, (ii2) without limiting the effects of Section 5.2, in the case of Investment Property, Property in excess of $500,000 and any Deposit Accounts and Letter-of-Credit Rights, taking, to the extent required by the Indenture, Account that constitutes such Grantor’s principal “concentration account,” taking any actions necessary to enable the Collateral Trustee to obtain “control” (within the meaning of the applicable Uniform Commercial Code) Control with respect thereto, subject and (3) in the case of Letter of Credit Rights, requesting the consent of the issuer of the related letter of credit to the terms assignment of the Collateral Trust Agreement proceeds thereof to the extent then in effectCollateral Trustee so as to enable the Collateral Trustee to obtain Control with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest in the manner, and having at least the priority described in Section 3.2 4.3 and shall use its 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 Collateral Trustee and each Priority Lien Debt Representative from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection with the Collateral therewith as the Collateral Trustee may reasonably request, all in reasonable detail, provided, however, that the Collateral Trustee shall have no obligation to monitor such assets and property or requires such statements and schedules. (c) At any time and from time to time, 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 may be necessary or as the Collateral Trustee or an Act of Required Debtholders may reasonably request in writing for the purpose of obtaining or preserving the full benefits of this Agreement and any Supplemental Security Agreements 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 appropriate jurisdiction in the United States with respect to the security interests created hereby and hereby, (ii2) in the case of Investment Property, Property in excess of $500,000 and any Deposit Accounts and Letter-of-Credit Rights, taking, to the extent required by the Indenture, Account that constitutes such Grantor’s principal “concentration account,” taking any actions necessary to enable the Collateral Trustee to obtain “control” (within the meaning of the applicable Uniform Commercial Code) Control with respect thereto, subject and (3) in the case of Letter of Credit Rights, requesting the consent of the issuer of the related letter of credit to the terms assignment of the Collateral Trust Agreement proceeds thereof to the extent then in effectCollateral Trustee so as to enable the Collateral Trustee to obtain Control with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such US Grantor shall maintain each of the security interest interests created by this Agreement as a perfected security interest in interest, consistent with the mannerprovisions of this Agreement, and having at least the priority described in Section 3.2 4.03 and shall use its commercially reasonable efforts to defend such security interest against the claims and demands of all Persons persons whomsoever, subject to the provisions of Section 8.15. (b) Such US Grantor will shall furnish to the Collateral Trustee Secured Parties 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 with the Collateral assets and property of such US Grantor as the Collateral Trustee Agent may reasonably request, all in reasonable detail, provided, however, that the Collateral Trustee shall have no obligation to monitor such assets and property or requires such statements and schedules. (c) At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of such US Grantor, such US 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 Collateral Trustee Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and any Supplemental the other Security Agreements Documents and of the rights and powers herein and therein 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 in the United States with respect to the security interests created hereby and (ii) in the case of Investment Property, Deposit Accounts and Letter-of-Credit Rightsany other relevant Collateral, taking, to the extent required by the Indenture, taking any actions necessary to enable the Collateral Trustee Agent to obtain “"control” " (within the meaning of the applicable Uniform Commercial Code) with respect thereto, subject including without limitation, executing and delivering and using commercially reasonable efforts to cause the relevant depositary bank or securities intermediary to execute and deliver a Control Agreement in the form attached hereto as Exhibit B or such other form reasonably acceptable to the terms of the Collateral Trust Agreement to the extent then in effectAgent.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest in the manner, and having at least the priority described in Section 3.2 and 4.2 and, subject to Liens permitted to exist on the Collateral by the Credit Agreement, shall use its 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 Collateral Trustee Agents 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 with therewith as either Collateral Agent or the Collateral as the Collateral Trustee Designated Agent (if any) may reasonably request, all in reasonable detail, provided, however, that the Collateral Trustee shall have no obligation to monitor such assets and property or requires such statements and schedules. (c) At any time and from time to time, upon the written request of either Collateral Agent or the Designated Agent (if any), 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 may be necessary or as the Collateral Trustee such agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and any Supplemental Security Agreements and of the rights and powers herein granted, including, without limitation, (i) the filing of any initial or amendment financing or continuation statements under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction in the United States with respect to the security interests created hereby and hereby; (ii) in the case of Investment Related Property, Deposit Accounts and Accounts, Letter-of-Credit RightsRights and any other relevant Collateral, taking, to the extent required by the Indenture, taking any actions necessary to enable the Collateral Trustee Relevant Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, subject to thereto and (iii) filing any intellectual property security agreement with the terms of the Collateral Trust Agreement to the extent then in effectappropriate intellectual property registry.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as, except as otherwise provided herein, a perfected security interest in the manner, and having at least the priority described in Section 3.2 4.2 and shall use its 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 Collateral Trustee 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 with the Collateral therewith as the Collateral Trustee Administrative Agent may reasonably request, all in reasonable detail, provided, however, that the Collateral Trustee shall have no obligation to monitor such assets and property or requires such statements and schedules. (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 will, to the extent permitted under applicable Law, promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as may be necessary or as the Collateral Trustee Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and any Supplemental Security Agreements 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 in the United States with respect to the security interests created hereby and (ii) in the case of Investment PropertyProperty and any other relevant Collateral, Deposit Accounts and Letter-of-Credit Rights, taking, to the extent required by the Indenture, taking any actions necessary to enable the Collateral Trustee Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial CodeCode or other similar laws) with respect thereto, subject ; provided that Furmanite Holding B.V. shall not be required to take further action with respect to the terms Equity Interests of the Collateral Trust Agreement to the extent then in effectNon-Material Foreign Subsidiaries.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest in the manner, and having at least the priority described in Section 3.2 4.3 and shall use its commercially reasonable efforts to defend such security interest against the claims and demands of all Persons whomsoever; provided, in the case of Vehicles, such Grantor shall not be required to perfect such security interest until and unless requested by the Administrative Agent. (b) Such Grantor will furnish to the Collateral Trustee 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 with the Collateral as the Collateral Trustee Administrative Agent may reasonably request, all in reasonable detail, provided, however, that the Collateral Trustee shall have no obligation to monitor such assets and property or requires such statements and schedules. (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 may be necessary or as the Collateral Trustee Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and any Supplemental Security Agreements 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 in the United States with respect to the security interests created hereby and hereby, (ii) in the case of Investment Property, Deposit Accounts and Letter-of-Credit Rights, taking, to the extent required by the Indenture, taking any actions necessary to enable the Collateral Trustee Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect theretothereto and (iii) in the case of Vehicles, subject noting the Administration Agent as the first lienholder on the certificates of title applicable to such Vehicle issued in accordance with the terms certificate-of-title act or statute of the Collateral Trust Agreement jurisdiction applicable to the extent then in effectsuch Vehicle.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement (other than with respect to Specified Collateral), subject to any limitations with respect to perfection set forth in the Credit Agreement and this Agreement as a perfected security interest in the manner, and having at least the priority described in Section 3.2 4.2 of this Agreement (subject to Liens permitted by the Credit Agreement) and shall use its 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 Collateral Trustee Administrative Agent from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection with the Collateral therewith as the Collateral Trustee Administrative Agent may reasonably request, all in reasonable detail, provided, however, that the Collateral Trustee shall have no obligation to monitor such assets and property or requires such statements and schedules. (c) At any time and from time to timetime but subject to the limitations as to perfection set forth in the other covenants in the Credit Agreement and this Agreement, upon the written request of the Administrative Agent (in its reasonable discretion), 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 may be necessary or as the Collateral Trustee Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and any Supplemental Security Agreements 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 in the United States with respect to the security interests created hereby and (ii) in the case of Investment Property, Deposit Accounts and Accounts, Letter-of-Credit Rights, takingand any other relevant Collateral, subject to the extent required by the Indentureother provisions of this Agreement, taking any actions necessary to enable the Collateral Trustee Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, subject to the terms of the Collateral Trust Agreement to the extent then in effect.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Except as permitted by the Credit Agreement, such Grantor shall maintain the security interest interests created by this Agreement as a perfected security interest in the manner, and interests having at least the priority priorities described in Section 2.2 (Grants of Security Interest in Collateral) and Section 3.2 (Perfection and Priority) and shall use its commercially reasonable efforts to defend such security interest interests and the applicable priorities of such security interests against the claims and demands of all Persons whomsoeverPersons. (b) Such Grantor will shall furnish to the Collateral Trustee Agent 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 with the Collateral as the Collateral Trustee Agent may reasonably request, all in reasonable detail, provided, however, that detail and in form and scope reasonably satisfactory to the Collateral Trustee shall have no obligation to monitor such assets and property or requires such statements and schedulesAgent. (c) At any time and from time to time, upon the written request of the Collateral 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 as may be necessary or action as the Collateral Trustee Agent may request (at the direction of any Administrative Agent in its sole discretion exercised reasonably request and in accordance with customary business practices for comparable loan transactions) for the purpose of obtaining or preserving the full benefits of this Agreement and any Supplemental Security Agreements 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) in effect in any jurisdiction in within the United States States, United Kingdom, Bermuda or such other jurisdiction to the extent such jurisdiction is, directly or indirectly, one of the top five net revenue generating markets of the Company and its Subsidiaries, with respect to the security interests created hereby and (ii) in the case execution and delivery of Investment Property, Deposit Accounts Account Control Agreements and Letter-of-Credit Rights, taking, to the extent required by the Indenture, any actions necessary to enable the Collateral Trustee to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, subject to the terms of the Collateral Trust Agreement to the extent then in effectSecurities Account Control Agreements.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such To the extent a security interest in the Collateral can be perfected by taking the actions listed on Schedule 3 hereto, such Grantor shall maintain the security interest created by this Agreement as a perfected security interest in the manner, and having at least the priority described in Section 3.2 and shall use its 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 Indenture to dispose of the Collateral. (b) Such Grantor will furnish any time and from time to time to the Collateral Trustee, upon request to the Collateral Trustee from time to time by Holders (as defined in the Indenture) of at least ten percent (10%) in principal amount of outstanding Securities, statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection with the Collateral as the Collateral Trustee may reasonably requestGrantor, all in reasonable detail, provided, however, that the Collateral Trustee shall have no obligation to monitor such assets and property or requires such statements and schedules. (c) At any time and from time to time, and at the sole expense of such Grantor, such Such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as may be necessary to obtain or as the Collateral Trustee may reasonably request for the purpose of obtaining or preserving preserve the full benefits of this Agreement and any Supplemental Security Agreements 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 in the United States with respect to the security interests created hereby and (ii) in the case of Investment Property, Deposit Accounts and Accounts, Letter-of-Credit RightsRights and any other relevant Collateral, taking, to the extent required by the Indenture, taking any actions necessary to enable the Collateral Trustee to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, subject to the terms . The Collateral Trustee agrees that it will not send a notice of the Collateral Trust Agreement to the extent then in effectexclusive control or otherwise exercise control regarding any Grantor’s Deposit Account or Securities Account unless an Event of Default shall have occurred and be continuing.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest in the manner, and having at least the priority described in Section 3.2 4.2 and, subject to (i) with respect to the Pledged Stock, the Lien created by this Agreement, (ii) with respect to Collateral other than the Pledged Stock, other Permitted Liens, and (iii) the rights of such Grantor under the Loan Documents to dispose of the Collateral, shall use its commercially reasonable efforts to defend such security interest against the claims and demands of all Persons whomsoever. (b) Such Grantor will furnish to the Collateral Trustee Administrative Agent and the other 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 with the Collateral therewith as the Collateral Trustee Administrative Agent may reasonably request, all in reasonable detail, provided, however, that the Collateral Trustee shall have no obligation to monitor such assets and property or requires such statements and schedules. (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 may be necessary or as the Collateral Trustee Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and any Supplemental Security Agreements 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 in the United States with respect to the security interests created hereby and (ii) in the case of Investment Property, Deposit Accounts and Accounts, Letter-of-Credit RightsRights and any other relevant Collateral, taking, to the extent required by the Indenture, taking any actions necessary to enable the Collateral Trustee Administrative Agent to obtain “"control” " (within the meaning of the applicable Uniform Commercial CodeUCC) with respect thereto, subject to the terms of the Collateral Trust Agreement to the extent then in 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 in the manner, and having at least the priority described in Section 3.2 4.2 and shall use its commercially reasonable efforts to defend such security interest against the claims and demands of all Persons whomsoever. (b) Such Grantor will furnish to the Collateral Trustee 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 with the Collateral therewith as the Collateral Trustee Administrative Agent may reasonably request, all in reasonable detail, provided, however, that the Collateral Trustee shall have no obligation to monitor such assets and property or requires such statements and schedules. (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 may be necessary or as the Collateral Trustee Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and any Supplemental Security Agreements 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 UCC (or other similar laws) in effect in any jurisdiction in the United States with respect to the security interests created hereby and (ii) in the case of Investment Property, Deposit Accounts deposit accounts and Letter-of-Credit Rightsany other relevant Collateral, taking, to the extent required by the Indenture, taking any actions necessary to enable the Collateral Trustee Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial CodeUCC) with respect thereto, subject to ; provided that the terms Administrative Agent may give any notice of exclusive control or similar notice under any securities account control agreement or deposit account control agreement only if an Event of Default under Section 13.1.1 or 13.1.4 of the Collateral Trust Credit Agreement exists and (iii) if requested by the Administrative Agent, delivering, to the extent then in effectpermitted 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.

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 in the manner, and having at least the priority described in Section 3.2 and 4.13 and, subject to Liens permitted to exist on the Collateral by the Credit Agreement, shall use its commercially reasonable efforts to defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of the Grantor under the Loan Documents to dispose of the Collateral. (b) Such The Grantor will furnish to the Collateral Trustee Agents and the Lenders 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 with therewith as either Collateral Agent or the Collateral as the Collateral Trustee Designated Agent (if any) may reasonably request, all in reasonable detail, provided, however, that the Collateral Trustee shall have no obligation to monitor such assets and property or requires such statements and schedules. (c) At any time and from time to time, upon the written request of either Collateral Agent or the Designated Agent (if any), 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 may be necessary or as the Collateral Trustee such agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and any Supplemental Security Agreements and of the rights and powers herein granted, including, without limitation, (i) the filing of any initial or amendment financing or continuation statements under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction in the United States with respect to the security interests created hereby and (ii) in the case of Investment Related Property, Deposit Accounts and Accounts, Letter-of-Credit RightsRights and any other relevant Collateral, taking, to the extent required by the Indenture, taking any actions necessary to enable the Collateral Trustee Relevant Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, subject to thereto and (iii) filing any intellectual property security agreement with the terms of the Collateral Trust Agreement to the extent then in effectappropriate intellectual property registry.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Except with respect to actions affirmatively taken by the Administrative Agent with respect to its Liens or any failure by the Administrative Agent to continue any such Lien prior to the lapse therof due to the passage of time, such Grantor shall maintain the such security interest created by this Agreement as a perfected security interest in the manner, and having at least the priority described in Section 3.2 4.2 and shall use its commercially reasonable efforts to defend such security interest against the claims and demands of all Persons whomsoever. (b) Such Grantor will furnish to the Collateral Trustee 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 with the Collateral therewith as the Collateral Trustee Administrative Agent may reasonably request, all in reasonable detail, provided, however, that the Collateral Trustee shall have no obligation to monitor such assets and property or requires such statements and schedules. (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 may be necessary or as the Collateral Trustee Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and any Supplemental Security Agreements and of the rights and powers herein granted, including, without limitationbut not limited to, (i) the filing of any financing or continuation statements under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction in the United States with respect to the security interests created hereby and and, (ii) subject to Section 4.6(a) hereof in the case of Investment PropertyProperty and any other relevant Collateral, Deposit Accounts and Letter-of-Credit Rights, taking, to the extent required by the Indenture, taking any actions reasonably necessary to enable the Collateral Trustee Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial CodeUCC) with respect thereto, subject to the terms including obtaining Account Control Agreements. (d) Such Grantor shall not permit any of the Collateral Trust Agreement with a fair market value in excess of $500,000, in aggregate for all Grantors to the extent then become a Fixture to any real property unless such real property is subject to a mortgage by such Grantor in effectfavor of Administrative Agent.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement and any Supplemental Collateral Agreement as a perfected security interest in the manner, and having at least the priority described in Section 3.2 3.3 and shall use its commercially reasonable efforts to defend such security interest against the claims and demands of all Persons whomsoeverwhomsoever subject to Permitted Liens. (ba) Such Grantor will furnish to the Collateral Trustee Secured Parties 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 with the Collateral assets and property of such Grantor as the Collateral Trustee Agent may reasonably request, all in reasonable detail, provided, however, that the Collateral Trustee shall have no obligation to monitor such assets and property or requires such statements and schedules. (cb) At any time and from time to time, including upon the written request of the Collateral Agent or, upon and during the effectiveness of the Refinancing Intercreditor Agreement, the Applicable Authorized Representative, 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 may be necessary or as the Collateral Trustee may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and any Supplemental Security Agreements Collateral Agreement and of the rights and powers herein or therein 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 in the United States with respect to the security interests created hereby and hereby, (ii) the filing of security agreements or other documents with the United States Patent & Trademark Office, the United States Copyright Office and the office of any similar registries, and (iii) and in the case of Investment Property, Deposit Accounts and Letter-of-Credit Rightsany other relevant Collateral, taking, to the extent required by the Indenture, taking any actions necessary to enable the Collateral Trustee Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, subject to Section 7.19 hereof and subject to the terms of the Collateral Trust Agreement to the extent then in effectRefinancing Intercreditor 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 in to the manner, and extent required by this Agreement having at least the priority described in Section 3.2 3.02 and shall use its commercially reasonable efforts to defend such security interest against the claims and demands of all Persons whomsoeverwhomsoever other than any holder of Permitted Liens. (b) Such Grantor will furnish to the Collateral Trustee from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection with the Collateral as the Collateral Trustee may reasonably request, all in reasonable detail, provided, however, that the Collateral Trustee shall have no obligation to monitor such assets and property or requires such statements and schedules. (c) At any time and from time to time, 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 may shall be necessary or as the Collateral Trustee may reasonably request 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 any Supplemental Security Agreements and of the rights and powers remedies 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 in the United States with respect to the security interests created hereby and (ii) in the case of the Deposit Accounts, Investment Property, Deposit Letter of Credit Rights and the Securities Accounts and Letter-of-Credit Rightsany other relevant Collateral, taking, to the extent required by the Indenture, taking any actions necessary to enable the Collateral Trustee Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, subject provided that the Grantor shall not be required to take any of the actions set forth in this clause (ii) with respect to Excluded Accounts. (c) If any Grantor shall at any time acquire a Commercial Tort Claim, in which the claim amount individually exceeds $2,000,000, such Grantor shall promptly notify the Agent in a writing signed by such Grantor of the details thereof and grant to the terms Agent for the benefit of the Collateral Trust Agreement Secured Parties in such writing a security interest therein and in the Proceeds thereof, with such writing to the extent then be in effectform and substance required by applicable law and such writing shall constitute a supplement to Schedule A hereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest in the manner, and having at least the priority described in Section 3.2 4.2 and shall use its commercially reasonable efforts to defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of the Grantors to dispose of such Collateral to the extent permitted in the Loan Documents and Ancillary Agreements. (ba) Such Grantor will furnish to the Collateral Trustee Holder from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection with the Collateral therewith as the Collateral Trustee Holder may reasonably requestrequest from time to time, all in reasonable detail, provided, however, that the Collateral Trustee shall have no obligation to monitor such assets and property or requires such statements and schedules. (cb) At any time and from time to time, upon the written request of the Holder, 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 may be necessary or as the Collateral Trustee Holder may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and any Supplemental Security Agreements 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 UCC (or other similar laws) in effect in any jurisdiction in the United States with respect to the security interests created hereby and hereby, (ii) in the case of Investment PropertyProperty and any other relevant Collateral, Deposit Accounts and Letter-of-Credit Rights, taking, to the extent required by the Indenture, taking any actions necessary to enable the Collateral Trustee Holder to obtain “control” (within the meaning of the applicable Uniform Commercial CodeUCC) with respect theretothereto and (iii) without limiting the generality of the foregoing, subject causing each Pledgor (other than a Grantor) to execute and deliver to the terms Holder an Acknowledgement signature page to this Agreement. Each Grantor acknowledges and agrees that its signature to this Agreement as a Grantor shall bind it to each and every provision of the Collateral Trust this Agreement to the extent then in effectits capacity as a Grantor and as a Pledgor (as applicable).

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 in the manner, and having at least the priority described in Section 3.2 4.3 and shall use its commercially reasonable efforts to defend such security interest against the claims and demands of all Persons whomsoever. (b) Such Grantor will furnish to the Collateral Trustee Administrative Agent and the Lenders from time to time time, unless a Default or an Event of Default shall have occurred and be continuing, statements and schedules further identifying and describing the assets and property of such Grantor Grantor’s Collateral and such other reports in connection with the such Grantor’s Collateral as the Collateral Trustee Administrative Agent may reasonably request, all in reasonable detail, provided, however, that the Collateral Trustee shall have no obligation to monitor such assets and property or requires such statements and schedules. (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 may be necessary or as the Collateral Trustee Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and any Supplemental Security Agreements 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 in the United States with respect to the security interests created hereby and (ii2) in the case of Investment Property, Deposit Accounts and Letter-of-Credit Rightsany other relevant Collateral, taking, to the extent required by the Indenture, taking any commercially reasonable actions necessary to enable the Collateral Trustee First Lien Administrative Agent (or, after the Discharge of First Lien Obligations, Administrative Agent) to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, subject to the terms of the Collateral Trust Agreement to the extent then in effect.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such 4.3.1 Subject to the limitations and exceptions set forth in the Transaction Documents, the Grantor shall maintain the security interest created by this Agreement as a perfected security interest in the manner, and having at least the priority described in Section 3.2 and shall use its commercially reasonable efforts to defend such security interest against the claims and demands of all Persons whomsoever. (b) Such 4.3.2 The Grantor will furnish to the Collateral Trustee Pledgee from time to time statements and schedules further identifying and describing the assets and property of such the Grantor constituting Collateral and such other reports in connection with the Collateral therewith as the Collateral Trustee Pledgee may reasonably request, all in reasonable detail, provided, however, that the Collateral Trustee shall have no obligation to monitor such assets and property or requires such statements and schedules. (c) At 4.3.3 Subject to the limitations and exceptions set forth in the Transaction Documents, at any time and from time to time, upon the written request of the Pledgee, 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 may be necessary or as the Collateral Trustee Pledgee may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and any Supplemental Security Agreements and of the rights and powers herein granted, including, without limitation, (i) authorize the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction in the United States with respect to the security interests created hereby and (ii) in the case of Investment PropertyProperty and any other relevant Collateral, Deposit Accounts and Letter-of-Credit Rights, taking, to the extent required by the Indenture, taking any actions necessary to enable the Collateral Trustee Pledgee to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto; provided, subject that Grantor shall not be required to the terms of the enter into control agreement with any securities intermediary maintaining any Securities Account in which any Collateral Trust Agreement to the extent then in effectis credited thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest in the manner, and having at least the priority described in Section 3.2 and shall use its 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 Indenture to dispose of the Collateral. (b) Such Grantor will furnish to the Note Lien Collateral Trustee Agent from time to time statements and schedules further identifying and describing the assets and property of such Grantor and such other reports in connection with the Collateral therewith as the Note Lien Collateral Trustee Agent may reasonably request, all in reasonable detail, provided, however, that the Collateral Trustee shall have no obligation to monitor such assets and property or requires such statements and schedules. (c) At any time and from time to time, upon the written request of the Note Lien 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 may be necessary or as the Note Lien Collateral Trustee Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and any Supplemental Security Agreements 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 in the United States with respect to the security interests created hereby and (ii) in the case of Investment PropertyProperty (other than the Interest Account), Deposit Accounts and Accounts, Letter-of-Credit Rights, takingin each case, to the extent required by the Indentureconstituting Collateral and any other relevant Collateral, taking any actions necessary to enable the Note Lien Collateral Trustee Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, subject to the terms of the Collateral Trust Agreement to the extent then in effect.