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

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral, and other than claims and demands permitted under any Loan Document (including Section 4.2). (b) Such Grantor will furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the Collateral of such Grantor and such other documents in connection with the Collateral as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) in the case of Investment Property, Letter-of-Credit Rights and any other relevant property constituting Collateral, taking any actions necessary to enable the Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 4.03 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral, and other than claims and demands permitted under any Loan Document (including Section 4.2). (b) Such Grantor or the Borrower will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the Collateral assets and property of such Grantor and such other documents reports in connection with the Collateral therewith, in each case as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) delivering certificated securities, (ii) filing any financing or continuation statements under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (iiiii) in the case of Investment Property, Deposit Accounts, Letter-of-Credit Rights and any other relevant property constituting Collateral, taking any actions necessary to enable the Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. 4.1.1. The Pledgor shall (ai) Such Grantor shall deliver to Pledgee all certificates, if any, evidencing the Pledged LLC Interests, together with an undated instrument of assignment for such certificate duly executed in blank by the Pledgor and appointing Pledgee as Pledgor’s agent and attorney in fact with power to transfer the same, and (ii) take any and all actions that may be necessary or, in the reasonable discretion of the Pledgee, prudent to maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 3.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral, and other than claims and demands permitted under any Loan Document (including Section 4.2). (b) Such Grantor will furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the Collateral of such Grantor and such other documents in connection with the Collateral as the Administrative Agent may reasonably request, all in reasonable detail. (c) 4.1.2. At any time and from time to time, upon the written request of the Administrative AgentPledgee, and at the sole expense of such Grantorthe Pledgor, such Grantor the Pledgor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent Pledgee may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, : (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar lawsLaws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) in the case of Investment Property, Letter-of-Credit Rights the Pledged LLC Interests and any other relevant property constituting Collateral, taking any actions necessary to enable the Administrative Agent Pledgee to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Subject to the rights of such Grantor to dispose of Collateral under the Loan Documents, such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 3.2 (Perfection and Priority) and shall defend such security interest and such priority against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral, and other than claims and demands permitted under any Loan Document (including Section 4.2)Persons. (b) Such Grantor will shall furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the Collateral of such Grantor and such other documents reports in connection with the Collateral as the Administrative Agent may reasonably request, all in reasonable detaildetail and in form and substance satisfactory to the Administrative Agent. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will shall promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions action as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) including the filing of any financing or continuation statements statement under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests interest created hereby and hereby. (iid) Notwithstanding anything to the contrary in the case of Investment Property, Letter-of-Credit Rights and any other relevant property constituting Collateral, taking any actions necessary to enable the Administrative Agent to obtain “control” this Section 4.2 (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Subject to the rights of such Grantor to dispose of Collateral under the Loan Documents, such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 3.2 (Perfection and Priority) and shall defend such security interest and such priority against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral, and other than claims and demands permitted under any Loan Document (including Section 4.2)Persons. (b) Such Grantor will shall furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the Collateral of such Grantor and such other documents reports in connection with the Collateral as the Administrative Agent may reasonably request, all in reasonable detaildetail and in form and substance satisfactory to the Administrative Agent. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will shall promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions action as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) including the filing of any financing or continuation statements statement under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests interest created hereby and (ii) in the case of Investment Property, Letter-of-Credit Rights and any other relevant property constituting Collateral, taking any actions necessary to enable the Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect theretohereby.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 3.2 (Perfection and Priority) with respect to the Collateral described therein and shall defend such security interest and such priority against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral, and other than claims and demands permitted under any Loan Document (including Section 4.2)associated with Permitted Liens. (b) Such Grantor will shall furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the Collateral of such Grantor and such other documents reports in connection with the Collateral as the Administrative Agent may reasonably request, all in reasonable detaildetail and in form and substance reasonably satisfactory to the Administrative Agent. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will shall promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions action as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) including the filing of any financing or continuation statements statement under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests interest created hereby and the execution (ii) in it being understood that such requirements shall not include the case obtaining of Investment Property, Letter-of-Credit Rights and any other relevant property constituting Collateral, taking any actions necessary to enable control agreements or the Administrative Agent to obtain “control” (within making of filings under the meaning assignment of the applicable Uniform Commercial Code) with respect theretoclaims act).

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 interests having at least the priority described in Section 4.2 and shall defend such security interest interests against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral, and other than claims and demands permitted under any Loan Document (including Section 4.2). (b) Such Grantor will furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the Collateral assets and property of such Grantor and such other documents reports in connection with the Collateral therewith as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) in the case of Investment Property, Investment Accounts (other than Excluded Accounts), Letter-of-Credit Rights and any other relevant property constituting Collateral, taking any actions necessary to enable the Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial CodeUCC) with respect theretothereto to the extent required 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 having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to grant Liens or otherwise dispose of of, transfer, assign or license the Collateral, and other than claims and demands permitted under any Loan Document (including Section 4.2). (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the Collateral assets and property of such Grantor and such other documents reports in connection with the Collateral therewith as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation financing change statements under the Uniform Commercial Code PPSA (or other similar documents under similar laws) in effect in any jurisdiction with respect to the security interests created hereby hereby; and (ii) subject to Section 4.2 in the case of Investment Property, Letter-of-Credit Rights Property and any other relevant property constituting Collateral, taking any actions necessary to enable the Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) PPSA 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 having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral, and other than claims and demands permitted under any Loan Document (including Section 4.2). (b) Such Grantor will furnish to the Administrative Agent Secured Parties from time to time statements and schedules further identifying and describing the Collateral of such Grantor and such other documents reports in connection with the Collateral assets and property of such Grantor as the Administrative Agent may reasonably requestrequest (provided that unless a Default or Event of Default has occurred and is continuing, the Administrative Agent shall limit such requests to once per year), all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly authorize, execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) in the case of Investment Property, Letter-of-Credit Rights Deposit Accounts and any other relevant property constituting Collateral, taking any actions necessary to enable the Administrative Agent to obtain “"control” " (within the meaning of the applicable Uniform Commercial Code) with respect thereto, including without limitation, executing and delivering and causing the relevant depositary bank or Securities Intermediary to execute and deliver a control agreement in a form satisfactory to the Administrative Agent.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Each Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 4.3 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral, and other than claims and demands permitted under any Loan Document (including Section 4.2). (b) Such Grantor will furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the Collateral of such Grantor and such Except as specifically waived by this Agreement or any other documents in connection with the Collateral as the Administrative Agent may reasonably requestCredit Document, all in reasonable detail. (c) At at any time and from time to time, upon the written request of the Administrative Collateral Agent, and at the sole expense of such Grantor, such Grantor will promptly promptly, and in any event within five (5) Business Days, duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, including (i) the filing of any financing or continuation statements under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby hereby, and (ii) without limitation of Section 5.5(c), in the case of Investment Property, Letter-of-Deposit Accounts, Securities Entitlements, Letter of Credit Rights (in each case, other than Excluded Property) and any other relevant property constituting Collateral, taking any actions necessary to enable the Administrative Collateral Agent to obtain “control” (within the meaning of the applicable Uniform Commercial CodeUCC) with respect thereto. For the avoidance of doubt, the Grantors’ obligations to provide any such further documents with respect to Intellectual Property shall be governed by Sections 5.6(g) and 5.7.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor whomsoever (except as otherwise permitted under the Credit Agreement and the other Loan Documents to dispose of the Collateral, and other than claims and demands permitted under any Loan Document (including Section 4.2Documents). (b) Such Grantor will will, if reasonably requested by the Administrative Agent, furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the Collateral assets and property of such Grantor and such other documents reports in connection with the Collateral as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written reasonable request of the Administrative AgentAgent in writing, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request in writing for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) in the case of Investment PropertyProperty (other than security entitlements), Letter-of-Credit Rights and any other relevant property constituting Collateral, taking any actions necessary to enable the Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor 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, the Company shall maintain the such security interest created by this Agreement as a perfected security interest having at least the priority as described in Section 4.2 4 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral, and other than claims and demands permitted under any Loan Document (including Section 4.2). (b) Such Grantor The Company will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the assets and property of the Company constituting Collateral of such Grantor and such other documents in connection with the Collateral reports relating thereto as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantorthe Company, such Grantor the Company will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitationbut not limited to, (i) filing any financing or continuation statements under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and and, (ii) in the case of Investment Property, Letter-of-Credit Rights and any other relevant property constituting Collateral, taking any actions necessary or reasonably advisable to enable the Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial CodeUCC) with respect thereto.

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 having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral, and other than claims and demands permitted under any Loan Document (including Section 4.2). (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the Collateral assets and property of such Grantor and such other documents reports in connection with the Collateral therewith as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will 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 the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) in the case of Investment Property, Letter-of-Credit Rights Property and any other relevant property constituting Collateral, taking any actions necessary to enable the Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial CodeCode or other similar laws) 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 having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral, and other than claims and demands permitted under any Loan Document (including Section 4.2). (b) Such Grantor will furnish to the Administrative Agent (for itself and for distribution to each Lender) from time to time statements and schedules further identifying and describing the Collateral assets and property of such Grantor and such other documents reports in connection with the Collateral therewith as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) to the extent commercially reasonable, in the case of Investment Property, the Deposit Accounts, Letter-of-Credit Rights and any other relevant property constituting Collateral, taking any actions necessary to enable the Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest and Liens created by this Agreement as a perfected security interest and Lien having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral, and other than claims and demands permitted under any Loan Document (including Section 4.2). (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the Collateral assets and property of such Grantor and such other documents reports in connection with the Collateral therewith as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent in Administrative Agent’s reasonable discretion, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have filed or recorded, and at any time and from time to time, permit Administrative Agent to have filed or recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, including (i) filing any financing or continuation statements statements, including, without limitation fixture filings, under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) in the case of Investment Property, Letter-of-Credit Rights Property and any other relevant property constituting Collateral, taking any actions necessary to enable the Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial CodeUCC) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Subject to the terms of Section 5.14, such Grantor shall maintain each of the security interest interests created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 4.2(a) and shall defend such security interest against the claims and demands of all Persons persons whomsoever, subject to the rights provisions of such Grantor under the Loan Documents to dispose of the Collateral, and other than claims and demands permitted under any Loan Document (including Section 4.2)8.15. (b) Such Grantor will shall furnish to the Administrative Agent Secured Parties from time to time statements and schedules further identifying and describing the Collateral of such Grantor and such other documents reports in connection with the Collateral assets and property of such Grantor as the Administrative Agent may reasonably requestrequest (but not more frequently than once per quarter), all in reasonable detail. (c) At Subject to the terms of Section 5.14, at any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will shall promptly and duly authorize, execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) in the case of Investment Property, Letter-of-Credit Rights Property and any other relevant property constituting CollateralCollateral (in each case, other than Deposit Accounts and Securities Accounts), taking any actions necessary to enable the Administrative Agent to obtain “"control” " (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

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 interests having at least the priority described in Section 4.2 and shall defend such security interest interests against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral, and other than claims and demands permitted under any Loan Document (including Section 4.2). (b) Such Grantor will furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the Collateral assets and property of such Grantor and such other documents reports in connection with the Collateral therewith as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have filed or recorded, as applicable such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code New York UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) in the case of Investment Property, Investment Accounts, Letter-of-Credit Rights and any other relevant property constituting Collateral, taking any actions necessary to enable the Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial CodeNew York UCC) with respect theretothereto to the extent required hereunder.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest interests of the Administrative Agent (for the ratable benefit of the Secured Parties) created by this Agreement as a perfected security interest interests having at least the priority described in Section 4.2 and shall defend such security interest interests against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral, and other than claims and demands permitted under any Loan Document (including Section 4.2). (b) Such Grantor will furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the Collateral assets and property of such Grantor and such other documents reports in connection with the Collateral therewith as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) in the case of Investment Property, Investment Accounts, Letter-of-Credit Rights and any other relevant property constituting Collateral, taking any actions necessary to enable the Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial CodeUCC) with respect theretothereto to the extent required 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 having at least the priority described in Section 4.2 3.2 hereof and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral, and other than claims and demands permitted under any Loan Document (including Section 4.2). (b) Such Grantor will furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the Collateral of Without limiting such Grantor and such other documents in connection with the Collateral as the Administrative Agent may reasonably requestGrantor’s obligations under Section 4.2(a) hereof, all in reasonable detail. (c) At at any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) in the case of Electronic Chattel Paper, Deposit Accounts, Investment Property, Letter-of-Credit Rights and any other relevant property constituting Collateral, taking any actions necessary to enable the Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) Control with respect thereto, in each case, in accordance with the provisions hereof.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Except as otherwise permitted by the Credit Agreement, such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 (Perfection and Priority) and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral, and other than claims and demands permitted under any Loan Document (including Section 4.2)Persons. (b) Such Grantor will shall furnish to the Administrative Collateral Agent from time to time time, but not more than once during a Fiscal Quarter unless there is a continuing Event of Default, statements and schedules further identifying and describing the Collateral of such Grantor and such other documents reports in connection with the Collateral as the Administrative Collateral Agent may reasonably request, all in reasonable detaildetail and in form and substance reasonably satisfactory to the Collateral Agent. (c) At any time and from time to time, upon the written request of the Administrative Collateral Agent, and at the sole expense of such Grantor, such Grantor will shall promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions action as the Administrative Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) including the filing of any financing or continuation statements statement required under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests interest created hereby and (ii) in the case execution and delivery of Investment Property, Letter-of-Deposit Account Control Agreements and Securities Account Control Agreements to the extent required by the Credit Rights and any other relevant property constituting Collateral, taking any actions necessary to enable the Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect theretoAgreement.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 3.2 (Perfection and Priority) and shall defend such security interest against the claims and demands of all Persons whomsoeverTable of Contents (other than Persons holding Liens expressly permitted by Section 8.2 (Liens, subject to the rights of such Grantor under the Loan Documents to dispose Etc.) of the Collateral, and other than claims and demands permitted under any Loan Document (including Section 4.2Credit Agreement). (b) Such Grantor will shall furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the Collateral of such Grantor and such other documents reports in connection with the Collateral as the Administrative Agent may reasonably request, all in reasonable detaildetail and in form and substance reasonably satisfactory to the Administrative Agent. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will shall promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions action as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) including the filing of any financing or continuation statements statement under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests interest created hereby and (ii) in the case execution and delivery of Investment Property, Letter-of-Credit Rights Deposit Account Control Agreements and any other relevant property constituting Collateral, taking any actions necessary to enable the Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect theretoControl Account Agreements.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 4.3 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral, and other than claims and demands permitted under any Loan Document (including Section 4.2). (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements time, as the Administrative Agent may at such reasonable intervals request, extracts of its general ledger containing information with respect to its material assets, and schedules further identifying and describing (to the Collateral of extent not contained in such Grantor and extracts) such other documents information in connection with the Collateral as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) in the case of Investment Property, Deposit Accounts and Letter-of-Credit Rights and any other relevant property constituting Collateral, taking taking, to the extent required by the Credit Agreement, any actions necessary to enable the Administrative Agent to obtain “"control” " (within the meaning of the applicable Uniform Commercial Code) with respect thereto. (d) The Subsidiary Grantors shall not permit the aggregate amount of cash and Investment Property held by them in any Deposit Accounts or Securities Accounts with respect to which the Administrative Agent does not have "control" (as contemplated by Section 5.6(c)(ii)) to exceed $10,000,000 at any time.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor Novellus shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever. Novellus will not (i) except as provided for in the Securities Account Control Agreement, subject sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (ii) create, incur or permit to the rights exist any Lien or option in favor of, or any claim of such Grantor under the Loan Documents to dispose any Person with respect to, any of the Collateral, and other than claims and demands permitted under or any Loan Document (including Section 4.2)interest therein, except for the Lien created by this Agreement. (b) Such Grantor Except to the extent otherwise available to the Administrative Agent, Novellus will furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the assets and property constituting the Collateral of such Grantor and such other documents reports in connection with the Collateral therewith as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such GrantorNovellus, such Grantor Novellus will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) in the case of Investment Property, Letter-of-Credit Rights and any other relevant property constituting Collateral, taking any actions necessary to enable the Administrative Agent to obtain “"control” " (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 0 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral, and other than claims and demands permitted under any Loan Document (including Section 4.2). (b) Such Grantor will furnish to the Administrative Agent Secured Party from time to time (but not more than once per fiscal quarter unless a Default or Event of Default has occurred) statements and schedules further identifying and describing the Collateral assets and property of such Grantor and such other documents reports in connection with the Collateral therewith as the Administrative Agent Secured Party may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative AgentSecured Party, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent Secured Party may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code Applicable UCC (or other similar laws) laws in effect in any jurisdiction jurisdiction) with respect to the security interests created hereby and (ii) in the case of Investment Property, Letter-of-Credit Rights Deposit Accounts and any other relevant property constituting Collateral, taking any actions necessary to enable the Administrative Agent Secured Party to obtain “control” (within the meaning of the applicable Uniform Commercial CodeApplicable UCC) 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 having at least the priority as described in Section 4.2 4.3 and upon the written request of the Administrative Agent shall use its reasonable best 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, and other than claims and demands permitted under any Loan Document (including Section 4.2). (b) Such Grantor will furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the Collateral assets and property of such Grantor and such other documents reports in connection with the Collateral therewith as the Administrative Agent may reasonably requestrequest in writing, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i1) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii2) in the case of Investment Property, Deposit Accounts, Letter-of-Credit Rights and any other relevant property constituting Collateral, taking any actions necessary to enable the Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 3.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral, and whomsoever other than claims and demands permitted under any Loan Document (including holders of Permitted Liens described in Section 4.23.2(a)(iii). (b) Such Grantor will furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the Collateral of such Grantor and such other documents in connection with the Collateral as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Collateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly authorize, execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Trustee or the Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) in the case of Investment Property, Letter-of-Credit Rights Deposit Accounts and any other relevant property constituting Collateral, taking any actions necessary to enable the Administrative Collateral Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, including without limitation, executing and delivering and causing the relevant depositary bank or securities intermediary to execute and deliver a Control Agreement in the form attached hereto as Exhibit D, or in such other form as may be satisfactory to the Collateral Agent.

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 interests having at least the priority described in Section 4.2 and shall defend such security interest interests against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral, and other than claims and demands permitted under any Loan Document (including Section 4.2). (b) Such Grantor will furnish to the Administrative Agent from time to time upon its reasonable request therefor statements and schedules further identifying and describing the Collateral assets and property of such Grantor and such other documents reports in connection with the Collateral therewith as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) in the case of Investment Property, Investment Accounts, Letter-of-Credit Rights and any other relevant property constituting Collateral, taking any actions necessary to enable the Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial CodeUCC) with respect theretothereto to the extent required 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 having at least the priority described in Section 4.2 4.03 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Secured Documents to dispose of the Collateral, and other than claims and demands permitted under any Loan Document (including Section 4.2). (b) Such Grantor or the Borrower will furnish to the Administrative Collateral Agent from time to time statements and schedules further identifying and describing the Collateral assets and property of such Grantor and such other documents reports in connection with therewith, in each case as the Collateral as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Collateral Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Collateral Agent may reasonably request requests for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitationincluding (i) delivering certificated securities, (iii) filing any financing or continuation statements under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (iiiii) in the case of Investment Property, Deposit Accounts, Letter-of-Credit Rights and any other relevant property constituting Collateral, taking any actions necessary to enable the Administrative Collateral Agent to obtain “control” (within the meaning of the applicable Uniform Commercial CodeUCC) with respect thereto.

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 interests having at least the priority described in Section 4.2 and shall defend such security interest interests against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral, and other than claims and demands permitted under any Loan Document (including Section 4.2). (b) Such Grantor will furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the Collateral assets and property of such Grantor and such other documents reports in connection with the Collateral therewith as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) in the case of Investment Property, Investment Accounts, Letter-of-Credit Rights and any other relevant property constituting Collateral, taking any actions necessary to enable the Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial CodeUCC) with respect theretothereto to the extent required hereunder subject to such limitations and exceptions as are otherwise reflected herein.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest interests created by this Agreement as a perfected security interest interests having at least the priority priorities described in Section 4.2 3.2 (Perfection and Priority) and Section 2.2 (Grants of Security Interests in Collateral) and shall defend such security interest interests and the applicable priorities of such security interests against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral, and other than claims and demands permitted under any Loan Document (including Section 4.2)Persons. (b) Such Grantor will shall furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the Collateral of such Grantor and such other documents reports in connection with the Collateral as the Administrative Agent may reasonably request, all in reasonable detaildetail and in form and substance satisfactory to the Administrative Agent. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will shall promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions action as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, including (ia) the filing of any financing or continuation statements statement under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (iib) subject to the proviso in the case last paragraph of Investment Property, Letter-of-Credit Rights and any other relevant property constituting Collateral, taking any actions necessary to enable the Administrative Agent to obtain “control” (within the meaning Section 7.13 of the applicable Uniform Commercial Code) with respect theretoCredit Agreement, amendments or modifications to this Agreement to grant the Secured Parties the benefit of the exceptions available under the Existing Indenture for any additional obligations and Liens incurred under the Loan Documents.

Maintenance of Perfected Security Interest; Further Documentation. In the case of each Pledgor, such Pledgor agrees that: (a) Such Grantor it shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 4.03 (other than the creation of Liens permitted by the Credit Agreement) and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral, and other than claims and demands permitted under any Loan Document (including Section 4.2). (b) Such Grantor it will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the Collateral of such Grantor and such other documents reports in connection with the Collateral as the Administrative Agent may reasonably request, all in reasonable detail. (c) At at any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such GrantorPledgor, such Grantor it will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request deem necessary for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the delivery of certificated securities and the filing of any financing or continuation statements under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) in the case of Investment Property, Letter-of-Credit Rights and any other relevant property constituting Collateral, taking any actions necessary to enable the Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect theretohereby.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral, and other than claims and demands permitted under any Loan Document (including Section 4.2). (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time (but in any event no more than two times per year unless an Event of Default shall have occurred and is continuing) statements and schedules further identifying and describing the Collateral assets and property of such Grantor and such other documents reports in connection with the Collateral therewith as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recordedrecorded or filed, as applicable, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, including (i) filing any financing or continuation statements under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) in the case of Investment Property, Letter-of-Credit Rights Property and any other relevant property constituting Collateral, taking any actions necessary to enable the Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial CodeUCC) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall shall, at the request of the Administrative Agent, take all reasonable and necessary actions to maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 5.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral, and other than claims and demands permitted under any Loan Document (including Section 4.2). (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the Collateral assets and property of such Grantor constituting, or intended to constitute, Collateral and such other documents reports in connection with the Collateral therewith as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) in the case of Pledged Securities, Investment Property, Letter-of-Letter of Credit Rights and any other relevant property constituting Collateral, taking any actions necessary to enable the Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto; provided, that no account control agreements will be required unless an Event of Default is in existence.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest (except with respect to Vehicles and Deposit Accounts, solely to the extent required to be so perfected pursuant to the terms of the Loan Documents) having at least the priority described in Section 4.2 4.3 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral, and other than claims and demands permitted under any Loan Document (including Section 4.2). (b) Such Grantor will furnish to the Administrative Agent Secured Parties from time to time statements and schedules further identifying and describing the Collateral of such Grantor and such other documents reports in connection with the Collateral assets and property of such Grantor as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly authorize, execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) in the case of Investment Property, Letter-of-Credit Rights Deposit Accounts and any other relevant property constituting Collateral, taking any actions necessary to enable the Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto, 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 Administrative Agent.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest (to the extent required to be perfected hereunder) having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral, and other than claims and demands permitted under any Loan Document (including Section 4.2). (b) Such Grantor will furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the Collateral assets and property of such Grantor and such other documents reports in connection with the Collateral therewith as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) in the case of Investment Property, Deposit Accounts, Letter-of-Credit Rights and any other relevant property constituting Collateral, taking any actions necessary to enable the Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain defend the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall defend such security interest against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral, and other than claims and demands permitted under any Loan Document (including Section 4.2). (b) Such Grantor will furnish to the Administrative Agent and the Lenders from time to time statements and schedules further identifying and describing the Collateral assets and property of such Grantor and such other documents reports in connection with the Collateral therewith as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, including (i) filing any financing or continuation statements under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) in the case of Investment Property, Letter-of-Credit Rights Property and any other relevant property constituting Collateral, taking any actions necessary to enable the Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial CodeUCC) with respect thereto.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest interests created by this Agreement as a perfected security interest interests having at least the priority described in Section 4.2 3.2 (Perfection and Priority) and Section 2.2 (Grants of Security Interests in Collateral) and shall defend such security interest interests and such priority against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral, and other than claims and demands permitted under any Loan Document (including Section 4.2)Persons. (b) Such Grantor will shall furnish to the Administrative Collateral Agent from time to time statements and schedules further identifying and describing the Collateral of such Grantor and such other documents reports in connection with the Collateral as the Administrative Collateral Agent may reasonably requestrequest in writing, all in reasonable detaildetail and in form and substance reasonably satisfactory to the Collateral Agent. (c) At any time and from time to time, upon the written request of the Administrative Collateral Agent, and at the sole expense of such Grantor, such Grantor will shall promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions action as the Collateral Agent may request (at the direction of any Administrative Agent may reasonably request request) for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) including the filing of any financing or continuation statements statement under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby and (ii) in the case execution and delivery of Investment Property, Letter-of-Credit Rights Blocked Account Letters or Restricted Account Letters and any other relevant property constituting Collateral, taking any actions necessary to enable the Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect theretoControl Account Agreements.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor Pledgor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 3.2 (Perfection and Priority) and Section 2.2 (Grant of Security Interest in Collateral) and shall defend such security interest and such priority against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral, and (other than claims and demands permitted under any Loan Document (including Section 4.2holders of Permitted Prior Liens). (b) Such Grantor will Pledgor shall furnish to the Administrative Agent Collateral Trustee from time to time statements and schedules further identifying and describing the Collateral of such Grantor and such other documents reports in connection with the Collateral as the Administrative Agent Collateral Trustee may reasonably request, all in reasonable detaildetail and in form and substance satisfactory to the Collateral Trustee. (c) At any time and from time to time, upon the written request of the Administrative AgentCollateral Trustee, and at the sole expense of such GrantorPledgor, such Grantor will Pledgor shall promptly and duly execute and deliver, and have recorded, such further instruments Instruments and documents and take such further actions action as the Administrative Agent Collateral Trustee may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) 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 with respect to the security interests interest created hereby and (ii) in the case of Investment Property, Letter-of-Credit Rights and any other relevant property constituting Collateral, taking any actions necessary to enable the Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect theretohereby.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created interests of the Administrative Agent (for the ratable benefit of the Secured Parties) granted by such Grantor pursuant to the terms of this Agreement as a perfected security interest interests having at least the priority described in Section 4.2 and shall defend such security interest interests against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral, and other than claims and demands permitted under any Loan Document (including Section 4.2). (b) Such Grantor will furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the Collateral assets and property of such Grantor and such other documents reports in connection with the Collateral therewith as the Administrative Agent may reasonably request, all in reasonable detail. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, including (i) filing any financing or continuation statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created hereby hereby, and (ii) in taking the case of Investment Property, Letter-of-Credit Rights and any other relevant property constituting Collateral, taking any actions necessary described under Section 3.3(c) to enable establish the Administrative Agent to obtain Agent’s “control” (within the meaning of Section 9104 of the applicable Uniform Commercial CodeUCC) with respect theretoover any Deposit Account or Securities Account into which any Collateral is deposited, as provided therein.

Maintenance of Perfected Security Interest; Further Documentation. (a) Such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 3.2 (Perfection and Priority) and Section 2.2 (Grant of Security Interests in Collateral) and shall defend such security interest and such priority against the claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to dispose of the Collateral, and other than claims and demands permitted under any Loan Document (including Section 4.2)Intercreditor Agreement. (b) Such Grantor will shall furnish to the Administrative Agent from time to time statements and schedules further identifying and describing the Collateral of such Grantor and such other documents reports in connection with the Collateral as the Administrative Agent may reasonably request, all in reasonable detaildetail and in form and substance reasonably satisfactory to the Administrative Agent. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will shall promptly and duly execute and deliver, and have recorded, such further instruments and documents and take such further actions action as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, (i) including the filing of any financing or continuation statements statement under the Uniform Commercial Code UCC (or other similar laws) in effect in any jurisdiction with respect to the security interests interest created hereby and (ii) in the case execution and delivery of Investment Property, Letter-of-Credit Rights Deposit Account Control Agreements and any other relevant property constituting Collateral, taking any actions necessary to enable the Administrative Agent to obtain “control” (within the meaning of the applicable Uniform Commercial Code) with respect theretoSecurities Account Control Agreements.