Common use of Perfection, Etc Clause in Contracts

Perfection, Etc. The Borrower shall: (i) deliver to the Custodian any and all securities and instruments evidencing or otherwise relating to Borrower Collateral, endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance as the Administrative Agent on behalf of the Secured Parties may reasonably request, including by taking all steps reasonably requested by the Administrative Agent and necessary to ensure that all Portfolio Assets that are securities are credited to the Collateral Account by the Custodian and held in accordance with the Account Control Agreement and all other Portfolio Assets held by the Custodian are otherwise marked to reflect the pledge and security interest provided for in this Agreement; provided that, so long as no Event of Default shall have occurred and be continuing, the Administrative Agent shall, promptly upon request of the Borrower or the Collateral Manager, make appropriate arrangements for making any securities or instrument pledged by the Borrower available to the Borrower or the Collateral Manager for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate by the Administrative Agent, against trust receipt or like document); (ii) give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers, in each case, requested by the Administrative Agent, that may be necessary or desirable (in the reasonable judgment of the Administrative Agent) to create, preserve, perfect or validate the security interest granted hereunder or to enable the Administrative Agent on behalf of the Secured Parties to exercise and enforce its rights hereunder with respect to such pledge and security interest; (iii) permit the Administrative Agent or any Lender or its agents or representatives to visit the offices of the Borrower during normal office hours and upon reasonable notice examine and make copies of all documents, books, records and other information concerning the Borrower Collateral and promptly furnish or cause to be furnished to the Administrative Agent or any Lender any information which the Administrative Agent or any Lender may reasonably request concerning the Borrower Collateral (such visitation and examinations not to occur more frequently than one (1) time each three (3) months in the absence of a Default with respect to the Borrower Collateral); and (iv) preserve and protect the Secured Parties’ first priority security interest in Borrower Collateral, and take or cause any action reasonably requested by the Administrative Agent and necessary to preserve, defend, protect or perfect the Secured Parties’ first priority security interest.

Perfection, Etc. The Borrower shall: Except as otherwise contemplated hereby or under any other Loan Document, and except with respect to any IP Rights constituting Collateral, all filings and other actions necessary to perfect the Liens on the Collateral created under, and as required by, the Collateral Documents have been duly made or taken or otherwise provided for (i) deliver to the Custodian any and all securities and instruments evidencing extent required hereby or otherwise relating by the applicable Collateral Documents) in a manner reasonably acceptable to Borrower Collateral, endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance as the Administrative Agent on behalf and are in full force and effect, and the Collateral Documents create in favor of the Administrative Agent for the benefit of the Secured Parties may reasonably requesta valid and, including by taking all steps reasonably requested together with such filings and other actions (to the extent required hereby or by the Administrative Agent applicable Collateral Documents), perfected Lien in the Collateral, securing the payment and necessary performance of the Secured Obligations, subject only to ensure that all Portfolio Assets that are securities are credited to Liens permitted by Section 7.01. Upon the recordation of the Intellectual Property Security Agreements with the USPTO or the U.S. Copyright Office, as applicable, and the filing of such other filings required hereby or by the applicable Collateral Documents, the Lien on the IP Rights constituting Collateral created under the Collateral Account by the Custodian Documents will constitute a perfected Lien in such IP Rights constituting Collateral in all right, title and held in accordance with the Account Control Agreement and all other Portfolio Assets held by the Custodian are otherwise marked to reflect the pledge and security interest provided for in this Agreement; provided that, so long as no Event of Default shall have occurred and be continuing, the Administrative Agent shall, promptly upon request of the Borrower or and its Restricted Subsidiaries in which a Lien may be perfected by such filings. The Loan Parties are the legal and beneficial owners of the Collateral Managerfree and clear of any Lien, make appropriate arrangements except for making the Liens created or permitted under the Loan Documents; provided, however, that notwithstanding anything to the contrary herein or in any securities or instrument pledged by other Loan Document to the contrary, neither the Borrower available nor any other Loan Party makes any representation or warranty as to the Borrower effects of perfection or the Collateral Manager for purposes non-perfection of presentationany pledge of or security interest in any Equity Interests of any Foreign Subsidiary, collection or renewal (any such arrangement to be effected, as to the extent deemed appropriate by the Administrative Agent, against trust receipt or like document); (ii) give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers, in each case, requested by the Administrative Agent, that may be necessary or desirable (in the reasonable judgment rights and remedies of the Administrative Agent) to create, preserve, perfect or validate the security interest granted hereunder or to enable the Administrative Agent on behalf of the Secured Parties to exercise and enforce its rights hereunder with respect to such pledge and security interest; (iii) permit the Administrative Agent or any Lender or its agents or representatives to visit the offices of the Borrower during normal office hours and upon reasonable notice examine and make copies of all documents, books, records and other information concerning the Borrower Collateral and promptly furnish or cause to be furnished to the Administrative Agent or any Lender any information which the Administrative Agent or any Lender may reasonably request concerning the Borrower Collateral (such visitation and examinations not to occur more frequently than one (1) time each three (3) months in the absence of a Default with respect to the Borrower Collateral); and (iv) preserve and protect the Secured Parties’ first priority security interest thereto, in Borrower Collateraleach case, and take or cause any action reasonably requested by the Administrative Agent and necessary to preserve, defend, protect or perfect the Secured Parties’ first priority security interestunder foreign Law.

Perfection, Etc. The Borrower shall: (i) deliver Subject to the Custodian Legal Reservations, any Perfection Requirements and all securities Section 5.03, each Collateral Document delivered pursuant to this Agreement will, upon execution and instruments evidencing or otherwise relating delivery thereof and execution of any Perfection Requirements, be effective to Borrower Collateral, endorsed and/or accompanied by such instruments create (to the extent described therein and subject to other perfection requirements specifically set out in the Collateral Documents) in favor of assignment and transfer in such form and substance as the Administrative Collateral Agent on behalf for the benefit of the Secured Parties Parties, legal, valid and enforceable Liens on, and security interests in, the Collateral described therein to the extent intended to be created thereby, except as to enforcement, as may reasonably requestbe limited by applicable domestic or foreign bankruptcy, including winding-up, insolvency, fraudulent conveyance, reorganization (by way of voluntary arrangement, schemes of arrangements or otherwise), moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and (a) when financing statements and other filings in the appropriate form are filed or registered, as applicable, in the offices of the Secretary of State of each Loan Party’s jurisdiction of organization or formation and applicable documents are filed and recorded as applicable in the United States Copyright Office or the United States Patent and Trademark Office and other applicable Perfection Requirements are completed and (b) upon the taking all steps reasonably requested of possession or control by the Administrative Collateral Agent and necessary of such Collateral with respect to ensure that all Portfolio Assets that are securities are credited which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Account by the Custodian and held in accordance with the Account Control Agreement and all other Portfolio Assets held by the Custodian are otherwise marked to reflect the pledge and security interest provided for in this Agreement; provided that, so long as no Event of Default shall have occurred and be continuing, the Administrative Agent shall, promptly upon request of the Borrower or the Collateral Manager, make appropriate arrangements for making any securities or instrument pledged by the Borrower available to the Borrower or the Collateral Manager for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate possession or control by the Administrative AgentCollateral Agent is required by the applicable Collateral Document) the Liens created by the Collateral Documents shall constitute fully perfected Liens and, against trust receipt or like documentsolely with respect to Equity Interests (other than with respect to Equity Interests of any Person that is an “Excluded Subsidiary”); (ii) give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papersfully perfected first priority Liens, in each case, requested by so far as possible under relevant law on, and security interests in (to the Administrative Agentextent intended to be created thereby and required to be perfected under the Loan Documents), that may be necessary or desirable (in the reasonable judgment all right, title and interest of the Administrative Agent) to create, preserve, perfect or validate the security interest granted hereunder or to enable the Administrative Agent on behalf grantors in such Collateral in each case free and clear of the Secured Parties to exercise and enforce its rights hereunder with respect to such pledge and security interest; (iii) permit the Administrative Agent or any Lender or its agents or representatives to visit the offices of the Borrower during normal office hours and upon reasonable notice examine and make copies of all documents, books, records and Liens other information concerning the Borrower Collateral and promptly furnish or cause to be furnished to the Administrative Agent or any Lender any information which the Administrative Agent or any Lender may reasonably request concerning the Borrower Collateral (such visitation and examinations not to occur more frequently than one (1) time each three (3) months in the absence of a Default with respect to the Borrower Collateral); and (iv) preserve and protect the Secured Parties’ first priority security interest in Borrower Collateral, and take or cause any action reasonably requested by the Administrative Agent and necessary to preserve, defend, protect or perfect the Secured Parties’ first priority security interestLiens permitted hereunder.

Perfection, Etc. The Borrower shall: (i) deliver to the Custodian Securities Intermediary any and all securities and instruments evidencing or otherwise relating to Borrower Collateral, endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance as the Administrative Agent on behalf of the Secured Parties Lender may reasonably request, including by taking all steps reasonably requested by the Administrative Agent and necessary to ensure that all Portfolio Assets that are securities are credited to the Collateral Asset Account by the Custodian Securities Intermediary and held in accordance with the Account Control Agreement and all other Portfolio Assets held by the Custodian are otherwise marked to reflect the pledge and security interest provided for in this Agreement; provided that, so long as no Event of Default shall have occurred and be continuing, the Administrative Agent Lender shall, promptly upon request of the Borrower or the Collateral ManagerBorrower, make appropriate arrangements for making any securities or instrument pledged by the Borrower available to the Borrower or the Collateral Manager for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate by the Administrative AgentLender, against trust receipt or like document); (ii) give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers, in each case, requested by the Administrative Agent, papers that may be necessary or desirable (in the reasonable judgment of the Administrative AgentLender) to create, preserve, perfect or validate the security interest granted hereunder or to enable the Administrative Agent on behalf of the Secured Parties Lender to exercise and enforce its rights hereunder with respect to such pledge and security interestinterest (and, without limitation of the foregoing, the Borrower hereby agrees that a UCC financing statement naming the Borrower as “debtor” and the Lender as “secured party” and that describes the collateral covered thereby as “all assets in which the Debtor now or hereafter has rights” (or any similar description) may be filed on behalf of the Borrower by the Lender); (iii) permit the Administrative Agent or any Lender or its agents or representatives to visit the offices of the Borrower during normal office hours and upon reasonable notice examine and make copies of all documents, books, records and other information concerning the Borrower Collateral and promptly furnish or cause to be furnished to the Administrative Agent or any Lender any information which the Administrative Agent or any Lender may reasonably request concerning the Borrower Collateral (such visitation and examinations not to occur more frequently than one (1) time each three (3) months in the absence of a Default with respect to the Borrower Collateral); and (iv) preserve and protect the Secured Parties’ Lender’s first priority security interest in Borrower Collateral, and take or cause any action reasonably requested by the Administrative Agent Lender and necessary to preserve, defend, protect or perfect the Secured Parties’ Lender’s first priority security interest.

Perfection, Etc. The Borrower shall: Except as provided in Section 6.2 on the Closing Date or as otherwise contemplated hereby or under any other Credit Document (i) deliver including the following sentence), all filings and other actions necessary to perfect the Liens on the Collateral created under, and as required by, the Security Documents have been duly made or taken or otherwise provided for or authorized to be made or otherwise provided for (to the Custodian any and all securities and instruments evidencing extent required hereby or otherwise relating by the applicable Security Documents) in a manner reasonably acceptable to Borrower Collateral, endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance as the Administrative Agent on behalf and are in full force and effect, and the Security Documents create in favor of the Administrative Agent for the benefit of the Secured Parties may reasonably requesta valid and, including by taking all steps reasonably requested together with such filings and other actions (to the extent required hereby or by the Administrative Agent applicable Security Documents), perfected Lien in the Collateral, securing the payment and necessary performance of the Obligations, subject only to ensure that all Portfolio Assets that are securities are credited to Liens permitted by Section 10.2. Upon filing of Uniform Commercial Code financing statements in the Collateral Account jurisdiction of incorporation, formation and/or organization, as applicable, of each Credit Party and the recordation of the Short-form Intellectual Property Security Agreements with the U.S. Patent and Trademark Office or the U.S. Copyright Office, as applicable, and the filing of such other filings required hereby or by the Custodian and held in accordance with the Account Control Agreement and all other Portfolio Assets held by the Custodian are otherwise marked to reflect the pledge and security interest provided for in this Agreement; provided that, so long as no Event of Default shall have occurred and be continuingapplicable Security Documents, the Administrative Agent shallLien on the Intellectual Property constituting Collateral created under the Security Documents will constitute a perfected Lien in such Intellectual Property constituting Collateral in all right, promptly upon request title and interest of the Borrower or and its Restricted Subsidiaries in which a Lien may be perfected by such filings in the United States. The Credit Parties are the legal and beneficial owners of the Collateral Managerfree and clear of any Lien, make appropriate arrangements except for making Liens permitted by Section 10.2; provided, however, that notwithstanding anything to the contrary herein or in any securities or instrument pledged by other Credit Document to the contrary, neither the Borrower available nor any other Credit Party makes any representation or warranty as to the Borrower effects of perfection or the Collateral Manager for purposes non-perfection of presentationany pledge of or security interest in any Capital Stock of any Foreign Subsidiary, collection or renewal (any such arrangement to be effected, as to the extent deemed appropriate by the Administrative Agent, against trust receipt or like document); (ii) give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers, in each case, requested by the Administrative Agent, that may be necessary or desirable (in the reasonable judgment rights and remedies of the Administrative Agent) to create, preserve, perfect or validate the security interest granted hereunder or to enable the Administrative Agent on behalf of the Secured Parties to exercise and enforce its rights hereunder with respect to such pledge and security interest; (iii) permit the Administrative Agent or any Lender or its agents or representatives to visit the offices of the Borrower during normal office hours and upon reasonable notice examine and make copies of all documents, books, records and other information concerning the Borrower Collateral and promptly furnish or cause to be furnished to the Administrative Agent or any Lender any information which the Administrative Agent or any Lender may reasonably request concerning the Borrower Collateral (such visitation and examinations not to occur more frequently than one (1) time each three (3) months in the absence of a Default with respect to the Borrower Collateral); and (iv) preserve and protect the Secured Parties’ first priority security interest thereto, in Borrower Collateraleach case, and take or cause any action reasonably requested by the Administrative Agent and necessary to preserve, defend, protect or perfect the Secured Parties’ first priority security interestunder foreign Requirements of Law.

Perfection, Etc. The Borrower shall: Each Collateral Document delivered pursuant to this Agreement will, upon execution and delivery thereof, be effective to create (i) deliver to the Custodian any and all securities and instruments evidencing or otherwise relating to Borrower Collateral, endorsed and/or accompanied by such instruments extent described therein) in favor of assignment and transfer in such form and substance as the Administrative Agent on behalf for the benefit of the Secured Parties may reasonably requestParties, including by taking all steps reasonably requested by the Administrative Agent legal, valid and necessary to ensure that all Portfolio Assets that are securities are credited to enforceable First Priority Liens on, and security interests in, the Collateral Account by the Custodian and held in accordance with the Account Control Agreement and all other Portfolio Assets held by the Custodian are otherwise marked to reflect the pledge and security interest provided for in this Agreement; provided that, so long as no Event of Default shall have occurred and be continuing, the Administrative Agent shall, promptly upon request of the Borrower or the Collateral Manager, make appropriate arrangements for making any securities or instrument pledged by the Borrower available to the Borrower or the Collateral Manager for purposes of presentation, collection or renewal (any such arrangement to be effected, described therein to the extent deemed appropriate by the Administrative Agentintended to be created thereby and required to be perfected therein, against trust receipt or like document); (ii) giveexcept as to enforcement, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers, in each case, requested by the Administrative Agent, that as may be necessary limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or desirable affecting creditors’ rights generally, general equitable principles (whether considered in the reasonable judgment a proceeding in equity or at law) and an implied covenant of the Administrative Agentgood faith and fair dealing and (a) to create, preserve, perfect or validate the security interest granted hereunder or to enable the Administrative Agent on behalf of the Secured Parties to exercise when financing statements and enforce its rights hereunder with respect to such pledge and security interest; (iii) permit the Administrative Agent or any Lender or its agents or representatives to visit other filings in appropriate form are filed in the offices of the Borrower during normal office hours Secretary of State of each Credit Party’s jurisdiction of organization or formation or such other office, any applicable documents are filed and recorded in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and any Mortgages encumbering each applicable fee-owned Material Real Estate Asset are properly filed in all appropriate places in all applicable jurisdictions and (b) upon reasonable notice examine and make copies the taking of all documents, books, records and other information concerning the Borrower Collateral and promptly furnish possession or cause to be furnished to the control by Administrative Agent or any Lender any information which the Administrative Agent or any Lender may reasonably request concerning the Borrower of such Collateral (such visitation and examinations not to occur more frequently than one (1) time each three (3) months in the absence of a Default with respect to the Borrower Collateral); and (iv) preserve and protect the Secured Parties’ first priority which a security interest in Borrower Collateralmay be perfected only by possession or control (which possession or control shall be given to Administrative Agent to the extent possession or control by Administrative Agent is required by the Pledge and Security Agreement), the Liens created by the Collateral Documents shall constitute fully perfected Liens so far as possible under relevant law on, and take or cause security interests in (to the extent intended to be created thereby and required to be perfected under the Credit Documents), all right, title and interest of the grantors in such Collateral in each case free and clear of any action reasonably requested by the Administrative Agent and necessary to preserve, defend, protect or perfect the Secured Parties’ first priority security interestLiens other than Liens permitted hereunder.

Perfection, Etc. The Borrower shall: Each Collateral Document delivered pursuant to this Agreement will, upon execution and delivery thereof, be effective to create (i) deliver to the Custodian any and all securities and instruments evidencing or otherwise relating to Borrower Collateral, endorsed and/or accompanied by such instruments extent described therein) in favor of assignment and transfer in such form and substance as the Administrative Collateral Agent on behalf for the benefit of the Secured Parties Parties, legal, valid and enforceable Liens on, and security interests in, the Collateral described therein to the extent intended to be created thereby and required to be perfected therein, subject to the ABL/Term Loan Intercreditor Agreement and except as to enforcement, as may reasonably requestbe limited by applicable domestic or foreign bankruptcy, including by insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing and (a) when financing statements and other filings in appropriate form are filed in the offices of the Secretary of State of each Loan Party’s jurisdiction of organization or formation and applicable documents are filed and recorded in the United States Copyright Office and (b) upon the taking all steps reasonably requested of possession or control by the Administrative Agent and necessary to ensure that all Portfolio Assets that are securities are credited to Collateral Agent, the applicable Collateral Account by Representative or any Additional Agent, as applicable (or their respective agents appointed for the Custodian and held purposes of perfection), in accordance with the Account Control applicable ABL/Term Loan Intercreditor Agreement, Junior Lien Intercreditor Agreement or Other Intercreditor Agreement, of such Collateral with respect to which a security interest may be perfected only by possession or control and all other Portfolio Assets held where the Collateral Documents require such security interest to be perfected by possession or “control”, the Liens created by the Custodian are otherwise marked to reflect the pledge Collateral Documents shall constitute fully perfected Liens so far as possible under relevant law on, and security interest provided for interests in this Agreement; provided that, so long as no Event of Default shall have occurred and be continuing, the Administrative Agent shall, promptly upon request of the Borrower or the Collateral Manager, make appropriate arrangements for making any securities or instrument pledged by the Borrower available to the Borrower or the Collateral Manager for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate by intended to be created thereby and required to be perfected under the Administrative AgentLoan Documents and the ABL/Term Loan Intercreditor Agreement), against trust receipt or like document); (ii) giveall right, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers, title and interest of the grantors in such Collateral in each case, requested by the Administrative Agent, that may be necessary or desirable (in the reasonable judgment case free and clear of the Administrative Agent) to create, preserve, perfect or validate the security interest granted hereunder or to enable the Administrative Agent on behalf of the Secured Parties to exercise and enforce its rights hereunder with respect to such pledge and security interest; (iii) permit the Administrative Agent or any Lender or its agents or representatives to visit the offices of the Borrower during normal office hours and upon reasonable notice examine and make copies of all documents, books, records and Liens other information concerning the Borrower Collateral and promptly furnish or cause to be furnished to the Administrative Agent or any Lender any information which the Administrative Agent or any Lender may reasonably request concerning the Borrower Collateral (such visitation and examinations not to occur more frequently than one (1) time each three (3) months in the absence of a Default with respect to the Borrower Collateral); and (iv) preserve and protect the Secured Parties’ first priority security interest in Borrower Collateral, and take or cause any action reasonably requested by the Administrative Agent and necessary to preserve, defend, protect or perfect the Secured Parties’ first priority security interestLiens permitted hereunder.

Perfection, Etc. The Borrower shall: (i) deliver Subject to the Custodian Legal Reservations, any Perfection Requirements and all securities Section 5.03, each Collateral Document delivered pursuant to this Agreement will, upon execution and instruments evidencing or otherwise relating delivery thereof and execution of any Perfection Requirements, be effective to Borrower Collateral, endorsed and/or accompanied by such instruments create (to the extent described therein and subject to other perfection requirements specifically set out in the Collateral Documents) in favor of assignment and transfer in such form and substance as the Administrative Collateral Agent on behalf for the benefit of the Secured Parties Parties, legal, valid and enforceable Liens on, and security interests in, the Collateral described therein to the extent intended to be created thereby, except as to enforcement, as may reasonably requestbe limited by applicable domestic or foreign bankruptcy, including winding-up, insolvency, fraudulent conveyance, reorganization (by way of voluntary arrangement, schemes of arrangements or otherwise), moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and (a) when financing statements and other filings in the appropriate form are filed or registered, as applicable, in the offices of the Secretary of State of each Loan Party’s jurisdiction of organization or formation and applicable documents are filed and recorded as applicable in the United States Copyright Office or the United States Patent and Trademark Office and other applicable Perfection Requirements are completed and (b) upon the taking all steps reasonably requested of possession or control by the Collateral Agent (or, if applicable, the First Lien Administrative Agent and necessary to ensure that all Portfolio Assets that are securities are credited to the Collateral Account by the Custodian and held in accordance with the Account Control Agreement and all other Portfolio Assets held by the Custodian are otherwise marked First Lien/Second Lien Intercreditor Agreement) of such Collateral with respect to reflect the pledge and which a security interest provided for in this Agreement; provided thatmay be perfected only by possession or control (which possession or control shall be given to the Collateral Agent (or, so long as no Event of Default shall have occurred and be continuingif applicable, the First Lien Administrative Agent shall, promptly upon request of in accordance with the Borrower or the Collateral Manager, make appropriate arrangements for making any securities or instrument pledged by the Borrower available to the Borrower or the Collateral Manager for purposes of presentation, collection or renewal (any such arrangement to be effected, First Lien/Second Lien Intercreditor Agreement) to the extent deemed appropriate possession or control by the Administrative AgentCollateral Agent is required by the applicable Collateral Document) the Liens created by the Collateral Documents shall constitute fully perfected Liens and, against trust receipt or like documentsolely with respect to Equity Interests (other than with respect to Equity Interests of any Person that is an “Excluded Subsidiary”); (ii) give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papersfully perfected second priority Liens, in each case, requested by so far as possible under relevant law on, and security interests in (to the Administrative Agentextent intended to be created thereby and required to be perfected under the Loan Documents), that may be necessary or desirable (in the reasonable judgment all right, title and interest of the Administrative Agent) to create, preserve, perfect or validate the security interest granted hereunder or to enable the Administrative Agent on behalf grantors in such Collateral in each case free and clear of the Secured Parties to exercise and enforce its rights hereunder with respect to such pledge and security interest; (iii) permit the Administrative Agent or any Lender or its agents or representatives to visit the offices of the Borrower during normal office hours and upon reasonable notice examine and make copies of all documents, books, records and Liens other information concerning the Borrower Collateral and promptly furnish or cause to be furnished to the Administrative Agent or any Lender any information which the Administrative Agent or any Lender may reasonably request concerning the Borrower Collateral (such visitation and examinations not to occur more frequently than one (1) time each three (3) months in the absence of a Default with respect to the Borrower Collateral); and (iv) preserve and protect the Secured Parties’ first priority security interest in Borrower Collateral, and take or cause any action reasonably requested by the Administrative Agent and necessary to preserve, defend, protect or perfect the Secured Parties’ first priority security interestLiens permitted hereunder.

Perfection, Etc. The Borrower shall: (i) deliver to the Custodian any and all securities and instruments evidencing or otherwise relating to Borrower Collateral, endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance as the Administrative Agent on behalf of the Secured Parties may reasonably request, including by taking all steps reasonably requested by the Administrative Agent and necessary to ensure that all Portfolio Assets that are securities are credited to the applicable Collateral Account by the Custodian and held in accordance with the Account Control Agreement or Additional Account Control Agreement, as applicable, and all other Portfolio Assets held by the Custodian are otherwise marked to reflect the pledge and security interest provided for in this Agreement; provided that, so long as no Event of Default shall have occurred and be continuing, the Administrative Agent shall, promptly upon request of the Borrower or the Collateral Manager, make appropriate arrangements for making any securities or instrument pledged by the Borrower Parties available to the Borrower Parties or the Collateral Manager for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate by the Administrative Agent, against trust receipt or like document); (ii) give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers, in each case, case requested by the Administrative Agent, that may be necessary or desirable (in the reasonable judgment of the Administrative Agent) to create, preserve, perfect or validate the security interest granted hereunder or to enable the Administrative Agent on behalf of the Secured Parties to exercise and enforce its rights hereunder with respect to such pledge and security interest; (iii) permit the Administrative Agent or any Lender or its agents or representatives to visit the offices of the Borrower Parties during normal office hours and upon reasonable notice to examine and make copies of all documents, books, records and other information concerning the Borrower Collateral and promptly furnish or cause to be furnished to the Administrative Agent or any Lender any information which the Administrative Agent or any Lender may reasonably request concerning the Borrower Collateral (such visitation and examinations not to occur more frequently than one (1) time each three (3) months in the absence of a Default with respect to the Borrower Collateral); and (iv) preserve and protect the Secured Parties’ first priority security interest in Borrower Collateral, and take or cause any action reasonably requested by the Administrative Agent and necessary to preserve, defend, protect or perfect the Secured Parties’ first priority security interest.

Perfection, Etc. The Borrower shall: (i) deliver to the Custodian any and all securities and instruments evidencing or otherwise relating to Borrower Collateral, endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance as the Administrative Agent on behalf of the Secured Parties may reasonably request, including by taking all steps reasonably requested by the Administrative Agent and necessary to ensure that all Portfolio Assets that are securities are credited to the Collateral Account by the Custodian and held in accordance with the Account Control Agreement and all other Portfolio Assets held by the Custodian are otherwise marked to reflect the pledge and security interest provided for in this Agreement; provided that, so long as no Event of Default shall have occurred and be continuing, the Administrative Agent shall, promptly upon request of the Borrower or the Collateral Manager, make appropriate arrangements for making any securities or instrument pledged by the Borrower available to the Borrower or the Collateral Manager for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate by the Administrative Agent, against trust receipt or like document); (ii) give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers, in each case, case requested by the Administrative Agent, that may be necessary or desirable (in the reasonable judgment of the Administrative Agent) to create, preserve, perfect or validate the security interest granted hereunder or to enable the Administrative Agent on behalf of the Secured Parties to exercise and enforce its rights hereunder with respect to such pledge and security interest; (iii) permit the Administrative Agent or any Lender or its agents or representatives to visit the offices of the Borrower during normal office hours and upon reasonable notice to examine and make copies of all documents, books, records and other information concerning the Borrower Collateral and promptly furnish or cause to be furnished to the Administrative Agent or any Lender any information which the Administrative Agent or any Lender may reasonably request concerning the Borrower Collateral (such visitation and examinations not to occur more frequently than one (1) time each three (3) months in the absence of a Default with respect to the Borrower Collateral); and (iv) preserve and protect the Secured Parties’ first priority security interest in Borrower Collateral, and take or cause any action reasonably requested by the Administrative Agent and necessary to preserve, defend, protect or perfect the Secured Parties’ first priority security interest.

Perfection, Etc. The Borrower shall: (i) deliver to the Custodian Securities Intermediary any and all securities and instruments evidencing or otherwise relating to Borrower Collateral, endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance as the Administrative Agent on behalf of the Secured Parties may reasonably request, including by taking all steps reasonably requested by the Administrative Agent and necessary to ensure that all Portfolio Assets that are securities are credited to the Collateral Account by the Custodian Securities Intermediary and held in accordance with the Account Control Agreement and all other Portfolio Assets held by the Custodian Securities Intermediary are otherwise marked to reflect the pledge and security interest provided for in this Agreement; provided that, that so long as no Event of Default shall have occurred and be continuing, the Administrative Agent shall, promptly upon request of the Borrower or the Collateral Manager, make appropriate arrangements for making any securities or instrument pledged by the Borrower available to the Borrower or the Collateral Manager for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate by the Administrative Agent, against trust receipt or like document); (ii) give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers, in each case, case requested by the Administrative Agent, that may be necessary or desirable (in the reasonable judgment of the Administrative Agent) to create, preserve, perfect or validate the security interest granted hereunder or to enable the Administrative Agent on behalf of the Secured Parties to exercise and enforce its rights hereunder with respect to such pledge and security interest; (iii) permit the Administrative Agent or any Lender or its agents or representatives to visit the offices of the Borrower during normal office hours and upon reasonable notice examine and make copies of all documents, books, records and other information concerning the Borrower Collateral and promptly furnish or cause to be furnished to the Administrative Agent or any Lender any information which the Administrative Agent or any Lender may reasonably request concerning the Borrower Collateral (such visitation and examinations not to occur more frequently than one (1) time each three (3) every six calendar months in the absence of a Default with respect to the Borrower Collateral); and (iv) preserve and protect the Secured Parties’ first priority security interest in Borrower Collateral, and take or cause any action reasonably requested by the Administrative Agent and necessary to preserve, defend, protect maintain, protect, perfect or perfect validate the Secured Parties’ first priority security interest.

Perfection, Etc. The Borrower shall: (i) deliver The Security Agreement and other Collateral Documents to which the Custodian any and all securities and instruments evidencing or otherwise relating Borrower is a party are each effective to Borrower Collateralcreate in favor of the Collateral Agent, endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance as for the Administrative Agent on behalf benefit of the Secured Parties may reasonably requestParties, including by taking all steps reasonably requested by a legal, valid and enforceable security interest in the Administrative Agent Collateral described therein and necessary to ensure that all Portfolio Assets that proceeds thereof. In the case of the Collateral described in any Collateral Document, when certificates and promissory notes, as applicable, representing such Collateral are securities are credited delivered to the Collateral Account by Agent, the Custodian and held in accordance with the Account Control Agreement and all other Portfolio Assets held by the Custodian are otherwise marked to reflect the pledge respective Collateral Document shall constitute a fully perfected Lien on, and security interest provided for in this Agreement; provided thatin, so long as no Event of Default shall have occurred all right, title and be continuing, the Administrative Agent shall, promptly upon request interest of the Borrower or in such Collateral and the proceeds thereof, as security for the Secured Obligations, and in the case of the other Collateral Managerdescribed in the Security Agreement, make when financing statements and other filings specified on Schedule 5.01(dd) in appropriate arrangements for making any securities or instrument pledged form are filed in the offices specified on Schedule 5.01(dd), each Lien granted by the Borrower available to under the Security Agreement and the other Collateral Documents shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Borrower or in such Collateral and the proceeds thereof, as security for the Secured Obligations, in each case prior and superior in right to any other Person (except, in the case of Collateral Manager for purposes of presentationother than Pledged Collateral, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate by the Administrative Agent, against trust receipt or like document);93 NYDOCS02/1023777.17Midway Gold – Pan Gold Project – Credit Agreement (ii) giveOn and after the Closing Date, executeeach Mortgage is effective to create in favor of the Collateral Agent, deliverfor the benefit of the Secured Parties, file and/or record any financing statementa legal, noticevalid and enforceable Lien on the Mortgaged Properties described therein and the proceeds thereof, instrumentand when each Mortgage is filed in the office specified on Schedule 5.01(dd), documentsuch Mortgage shall constitute a fully perfected Lien on, agreement or other papersand security interest in, all right, title and interest of the Borrower in the Mortgaged Properties and the proceeds thereof, as security for the Secured Obligations (as defined in the Mortgage), in each case, requested by the Administrative Agent, that may be necessary or desirable (prior and superior in the reasonable judgment of the Administrative Agent) right to create, preserve, perfect or validate the security interest granted hereunder or to enable the Administrative Agent on behalf of the Secured Parties to exercise and enforce its rights hereunder with respect to such pledge and security interest; (iii) permit the Administrative Agent or any Lender or its agents or representatives to visit the offices of the Borrower during normal office hours and upon reasonable notice examine and make copies of all documents, books, records and other information concerning the Borrower Collateral and promptly furnish or cause to be furnished to the Administrative Agent or any Lender any information which the Administrative Agent or any Lender may reasonably request concerning the Borrower Collateral (such visitation and examinations not to occur more frequently than one (1) time each three (3) months in the absence of a Default with respect to the Borrower Collateral); and (iv) preserve and protect the Secured Parties’ first priority security interest in Borrower Collateral, and take or cause any action reasonably requested by the Administrative Agent and necessary to preserve, defend, protect or perfect the Secured Parties’ first priority security interestPerson except Permitted Liens.

Perfection, Etc. The Borrower shall: Each Collateral Document delivered pursuant to this Agreement will, upon execution and delivery thereof, be effective to create (to the extent described therein) in favor of the Administrative Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Collateral described therein, to the extent intended to be created thereby and required to be perfected therein, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing and (i) deliver to when financing statements and other filings in appropriate form are filed in the Custodian any and all securities and instruments evidencing or otherwise relating to Borrower Collateral, endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance as the Administrative Agent on behalf offices of the Secured Parties may reasonably requestSecretary of State of each Loan Party’s jurisdiction of organization or formation and applicable documents are filed and recorded in the United States Patent and Trademark Office or the United States Copyright Office, including by (ii) upon the taking all steps reasonably requested of possession or control by the Administrative Agent and necessary to ensure that all Portfolio Assets that are securities are credited to the of such Collateral Account by the Custodian and held in accordance with the Account Control Agreement and all other Portfolio Assets held by the Custodian are otherwise marked to reflect the pledge and security interest provided for in this Agreement; provided that, so long as no Event of Default shall have occurred and be continuing, the Administrative Agent shall, promptly upon request of the Borrower or the Collateral Manager, make appropriate arrangements for making any securities or instrument pledged by the Borrower available to the Borrower or the Collateral Manager for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate by the Administrative Agent, against trust receipt or like document); (ii) give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers, in each case, requested by the Administrative Agent, that may be necessary or desirable (in the reasonable judgment of the Administrative Agent) to create, preserve, perfect or validate the security interest granted hereunder or to enable the Administrative Agent on behalf of the Secured Parties to exercise and enforce its rights hereunder with respect to such pledge and which a security interest; interest may be perfected only by possession or control (iii) permit the Administrative Agent which possession or any Lender or its agents or representatives to visit the offices of the Borrower during normal office hours and upon reasonable notice examine and make copies of all documents, books, records and other information concerning the Borrower Collateral and promptly furnish or cause to control shall be furnished given to the Administrative Agent or any Lender any information which the Administrative Agent or any Lender may reasonably request concerning the Borrower Collateral (such visitation and examinations not to occur more frequently than one (1) time each three (3) months in the absence of a Default with respect to the Borrower Collateral); and (iv) preserve and protect the Secured Parties’ first priority security interest in Borrower Collateral, and take extent possession or cause any action reasonably requested control by the Administrative Agent is required by the Security Agreement) and necessary (iii) the Mortgages (if any) have been duly recorded in the proper recorder’s offices or appropriate public records and the mortgage recording fees and taxes in respect thereof, if any, are paid and compliance is otherwise had with the formal requirements of state or local law applicable to preservethe recording of real property mortgages generally, defendthe Liens created by the Collateral Documents shall constitute fully perfected Liens on, protect or perfect and security interests in (to the Secured Parties’ first priority security interestextent intended to be created thereby and required to be perfected under the Loan Documents), all right, title and interest of the grantors in such Collateral in each case free and clear of any Liens other than Liens permitted hereunder.

Perfection, Etc. The Borrower shall: Each Collateral Document delivered pursuant to this Agreement will, upon execution and delivery thereof, be effective to create (i) deliver to the Custodian any and all securities and instruments evidencing or otherwise relating to Borrower Collateral, endorsed and/or accompanied by such instruments extent described therein) in favor of assignment and transfer in such form and substance as the Administrative Agent on behalf for the benefit of the Secured Parties Parties, legal, valid and enforceable Liens on, and security interests in, the Collateral described therein, to the extent intended to be created thereby and required to be perfected therein, except as to enforcement, as may reasonably requestbe limited by applicable domestic or 107 Syniverse Second Lien Credit Agreement foreign bankruptcy, including by insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing and (a) when financing statements and other filings in appropriate form are filed in the offices of the Secretary of State of each Loan Party’s jurisdiction of organization or formation and applicable documents are filed and recorded in the United States Patent and Trademark Office or the United States Copyright Office, (b) upon the taking all steps reasonably requested of possession or control by the Administrative Agent and necessary to ensure that all Portfolio Assets that are securities are credited to (or, if applicable, the Collateral Account by the Custodian and held First Lien Administrative Agent or other applicable Senior Priority Representative or Junior Priority Representative in accordance with the Account Control Intercreditor Agreement and all other Portfolio Assets held by the Custodian are otherwise marked to reflect the pledge and security interest provided for in this or an Other Intercreditor Agreement; provided that, so long as no Event ) of Default shall have occurred and be continuing, the Administrative Agent shall, promptly upon request of the Borrower or the such Collateral Manager, make appropriate arrangements for making any securities or instrument pledged by the Borrower available to the Borrower or the Collateral Manager for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate by the Administrative Agent, against trust receipt or like document); (ii) give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers, in each case, requested by the Administrative Agent, that may be necessary or desirable (in the reasonable judgment of the Administrative Agent) to create, preserve, perfect or validate the security interest granted hereunder or to enable the Administrative Agent on behalf of the Secured Parties to exercise and enforce its rights hereunder with respect to such pledge and which a security interest; interest may be perfected only by possession or control (iii) permit the Administrative Agent which possession or any Lender or its agents or representatives to visit the offices of the Borrower during normal office hours and upon reasonable notice examine and make copies of all documents, books, records and other information concerning the Borrower Collateral and promptly furnish or cause to control shall be furnished given to the Administrative Agent or any Lender any information which (or, if applicable, the First Lien Administrative Agent or other applicable Senior Priority Representative or Junior Priority Representative in accordance with the Intercreditor Agreement or any Lender may reasonably request concerning the Borrower Collateral (such visitation and examinations not to occur more frequently than one (1Other Intercreditor Agreement) time each three (3) months in the absence of a Default with respect to the Borrower Collateral); and (iv) preserve and protect the Secured Parties’ first priority security interest in Borrower Collateral, and take extent possession or cause any action reasonably requested control by the Administrative Agent is required by the Security Agreement) and necessary (c) the Mortgages (if any) have been duly recorded in the proper recorder’s offices or appropriate public records and the mortgage recording fees and taxes in respect thereof, if any, are paid and compliance is otherwise had with the formal requirements of state or local law applicable to preservethe recording of real property mortgages generally, defendthe Liens created by the Collateral Documents shall constitute fully perfected Liens on, protect or perfect and security interests in (to the Secured Parties’ first priority security interestextent intended to be created thereby and required to be perfected under the Loan Documents), all right, title and interest of the grantors in such Collateral in each case free and clear of any Liens other than Liens permitted hereunder.

Perfection, Etc. The Borrower shall: (i) deliver to the Custodian any and all securities and instruments evidencing or otherwise relating to Borrower Collateral, endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance as the Administrative Agent on behalf of the Secured Parties may reasonably request, including by taking all steps reasonably requested by the Administrative Agent and necessary to ensure that all Portfolio Assets that are securities are credited to the Collateral Custodial Account by the Custodian and held in accordance with the Account Control Agreement and all other Portfolio Assets held by the Custodian are otherwise marked to reflect the pledge and security interest provided for in this Agreement; provided that, so long as no Event of Default shall have occurred and be continuing, (x) the Administrative Agent shall, promptly upon request of the Borrower or the Collateral Manager, make appropriate arrangements for making any securities or instrument pledged by the Borrower available to the Borrower or the Collateral Manager for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate by the Administrative Agent, against trust receipt or like document) and (y) the Administrative Agent shall not deliver a Notice of Exclusive Control (as defined in the Account Control Agreement); (ii) give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers, in each case, requested by the Administrative Agent, that may be necessary or desirable (in the reasonable judgment of the Administrative Agent) to create, preserve, perfect or validate the security interest granted hereunder or to enable the Administrative Agent on behalf of the Secured Parties to exercise and enforce its rights hereunder with respect to such pledge and security interest; (iii) permit the Administrative Agent or any Lender or its agents or representatives to visit the offices of the Borrower Borrower, as requested by the Administrative Agent in its sole discretion, during normal office hours and upon reasonable notice examine and make copies of all documents, books, records and other information concerning the Borrower Collateral and promptly furnish or cause to be furnished to the Administrative Agent or any Lender any information which the Administrative Agent or any Lender the Majority Investors may reasonably request concerning the Borrower Collateral (such visitation and examinations not to occur more frequently than one (1) time each three (3) months in the absence of a Default with respect Collateral, which information is reasonably available to the Borrower Collateral)or the Collateral Manager, in each case without undue burden or expense, provided that unless an Event of Default has occurred and is continuing, the Administrative Agent shall be entitled to one visit per calendar year; and (iv) preserve and protect the Secured Parties’ Administrative Agent's first priority security interest in Borrower Collateral, and take or cause any action reasonably requested by the Administrative Agent and necessary to preserve, defend, protect or perfect the Secured Parties’ Administrative Agent's first priority security interest.

Perfection, Etc. (a) The Borrower shall: Pledge and Security Agreement is effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, the Security Agreement Collateral and, when (i) deliver to financing statements and other filings in appropriate form are filed in the Custodian any offices specified on Schedule 4.20 and all securities and instruments evidencing (ii) upon the taking of possession or otherwise relating to Borrower Collateral, endorsed and/or accompanied control by such instruments of assignment and transfer in such form and substance as the Administrative Collateral Agent on behalf of the Secured Parties Security Agreement Collateral with respect to which a security interest may reasonably request, including be perfected only by taking all steps reasonably requested by the Administrative Agent and necessary to ensure that all Portfolio Assets that are securities are credited possession or control (which possession or control shall be given to the Collateral Account Agent to the extent possession or control by the Custodian Collateral Agent is required by the Pledge and held Security Agreement), the Liens created by the Pledge and Security Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors in the Security Agreement Collateral to the extent perfection is required in accordance with the Account Control terms of the Pledge and Security Agreement (other than such Security Agreement Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction by the filing of a financing statement or possession or control by the secured party), in each case subject to (i) no Liens other than Liens permitted under the Credit Documents and (ii) the terms of the Intercreditor Agreement. (b) When each Intellectual Property Security Agreement or a short form thereof is filed in the United States Patent and Trademark Office and the United States Copyright Office and financing statements and other filings in appropriate form are filed in the offices specified on Schedule 4.20, the Liens created by such Intellectual Property Security Agreement shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the grantors thereunder in such of the Intellectual Property as consists of Patents and Trademarks (each, as defined in the Pledge and Security Agreement) registered or applied for with the United States Patent and Trademark Office or Copyrights (as defined in the Pledge and Security Agreement) registered or applied for with the United States Copyright Office, as the case may be, in each case to the extent perfection is required in accordance with the terms of the Pledge and Security Agreement and in each case subject to no Liens other than Liens permitted under the Credit Documents (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on registered patents, patent applications and copyrights acquired by the Credit Parties after the Closing Date). (c) Each Collateral Document (other than Mortgages) delivered pursuant to Sections 5.11, 5.13 and 5.14 will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent, for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and security interests in, all of the Credit Parties’ right, title and interest in and to the Collateral described therein, and (i) when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable law, (ii) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by any Collateral Document) and (iii) solely to the extent required by applicable local law, any notices to shareholders, account banks or other third parties have been made, such Collateral Document will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in such Collateral (to the extent intended to be created thereby and required to be perfected under the Credit Documents), in each case subject to no Liens other than the Liens permitted under the Credit Documents. (d) Each Mortgage delivered pursuant to Sections 5.14 and 5.18 will be in a form that, when duly executed and delivered, will be effective to create, in favor of the Collateral Agent, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable second priority Liens on, and security interests in, all of the Credit Parties’ right, title and interest in and to the Mortgaged Property thereunder and the proceeds thereof, subject only to Permitted Encumbrances (as defined in each Mortgage), and when such Mortgage is duly executed and delivered and properly filed (together with all other Portfolio Assets held by necessary filings, if any, in appropriate form) in the Custodian are otherwise marked to reflect applicable office specified in the pledge offices specified in the local counsel opinion delivered with respect thereto in accordance with the provisions of Sections 5.14 and 5.18, such Mortgage shall constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in the Mortgaged Property contemplated thereby and the proceeds thereof, in each case prior and superior in right to any other Person, other than Liens permitted by such Mortgage or Liens securing any Fixed Asset Facility. (e) Each Collateral Document not described in clauses (a) through (d) above creates valid security interests in, and Liens on, the Collateral covered thereby, which security interests and Liens are, except to the extent otherwise expressly provided for herein or in this Agreement; provided thatthe Collateral Documents, so long as no Event of Default shall have occurred perfected security interests and be continuingLiens, prior to all other Liens (other than Permitted Liens having priority over the Administrative Agent shall, promptly upon request Liens of the Borrower or Collateral Agent (subject, in the Collateral Manager, make appropriate arrangements for making any securities or instrument pledged by case of the Borrower available to Liens securing the Borrower or obligations under the Collateral Manager for purposes of presentation, collection or renewal (any such arrangement to be effectedPermitted Secured Debt Documents, to the extent deemed appropriate by the Administrative Agent, against trust receipt or like documentIntercreditor Agreement); (ii) give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers, in each case, requested by the Administrative Agent, that may be necessary or desirable (in the reasonable judgment of the Administrative Agent) to create, preserve, perfect or validate the security interest granted hereunder or to enable the Administrative Agent on behalf of the Secured Parties to exercise and enforce its rights hereunder with respect to such pledge and security interest; (iii) permit the Administrative Agent or any Lender or its agents or representatives to visit the offices of the Borrower during normal office hours and upon reasonable notice examine and make copies of all documents, books, records and other information concerning the Borrower Collateral and promptly furnish or cause to be furnished to the Administrative Agent or any Lender any information which the Administrative Agent or any Lender may reasonably request concerning the Borrower Collateral (such visitation and examinations not to occur more frequently than one (1) time each three (3) months in the absence of a Default with respect to the Borrower Collateral); and (iv) preserve and protect the Secured Parties’ first priority security interest in Borrower Collateral, and take or cause any action reasonably requested by the Administrative Agent and necessary to preserve, defend, protect or perfect the Secured Parties’ first priority security interest.

Perfection, Etc. The Borrower shall: (i) deliver Subject to the Custodian any Legal Reservations and all securities Section 5.03, each Collateral Document delivered pursuant to this Agreement will, upon execution and instruments evidencing or otherwise relating delivery thereof, be effective to Borrower Collateral, endorsed and/or accompanied by such instruments create (to the extent described therein and subject to the other perfection requirements set out in the Collateral Documents) in favor of assignment and transfer in such form and substance as the Administrative Collateral Agent on behalf for the benefit of the Secured Parties Parties, legal, valid and enforceable Liens on, and security interests in, the Collateral described therein to the extent intended to be created thereby, except as to enforcement, as may reasonably requestbe limited by applicable domestic or foreign bankruptcy, including winding-up, insolvency, fraudulent conveyance, reorganization (by way of voluntary arrangement, schemes of arrangements or otherwise), moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and (a) when financing statements and other filings in the appropriate form are filed or registered, as applicable, in the offices of the Secretary of State of each Loan Party’s jurisdiction of organization or formation and applicable documents are filed and recorded as applicable in the United States Copyright Office, the United States Patent and Trademark Office and (b) upon the taking all steps reasonably requested of possession or control by the Administrative Collateral Agent and necessary of such Collateral with respect to ensure that all Portfolio Assets that are securities are credited which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Account by the Custodian and held in accordance with the Account Control Agreement and all other Portfolio Assets held by the Custodian are otherwise marked to reflect the pledge and security interest provided for in this Agreement; provided that, so long as no Event of Default shall have occurred and be continuing, the Administrative Agent shall, promptly upon request of the Borrower or the Collateral Manager, make appropriate arrangements for making any securities or instrument pledged by the Borrower available to the Borrower or the Collateral Manager for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate possession or control by the Administrative AgentCollateral Agent is required by the applicable Collateral Document) the Liens created by the Collateral Documents shall constitute fully perfected Liens and, against trust receipt or like documentsolely with respect to Equity Interests (other than with respect to Equity Interests of any Person that is an “Excluded Subsidiary”); (ii) give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papersfully perfected first priority Liens, in each case, requested by so far as possible under relevant law on, and security interests in (to the Administrative Agentextent intended to be created thereby and required to be perfected under the Loan Documents), that may be necessary or desirable (in the reasonable judgment all right, title and interest of the Administrative Agent) to create, preserve, perfect or validate the security interest granted hereunder or to enable the Administrative Agent on behalf grantors in such Collateral in each case free and clear of the Secured Parties to exercise and enforce its rights hereunder with respect to such pledge and security interest; (iii) permit the Administrative Agent or any Lender or its agents or representatives to visit the offices of the Borrower during normal office hours and upon reasonable notice examine and make copies of all documents, books, records and Liens other information concerning the Borrower Collateral and promptly furnish or cause to be furnished to the Administrative Agent or any Lender any information which the Administrative Agent or any Lender may reasonably request concerning the Borrower Collateral (such visitation and examinations not to occur more frequently than one (1) time each three (3) months in the absence of a Default with respect to the Borrower Collateral); and (iv) preserve and protect the Secured Parties’ first priority security interest in Borrower Collateral, and take or cause any action reasonably requested by the Administrative Agent and necessary to preserve, defend, protect or perfect the Secured Parties’ first priority security interestLiens permitted hereunder.

Perfection, Etc. The Borrower shall: (i) deliver to the Custodian any and all securities and instruments evidencing or otherwise relating to Borrower Collateral, endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance as the Administrative Agent on behalf of the Secured Parties may reasonably request, including by taking all steps reasonably requested by the Administrative Agent and necessary to ensure that all Portfolio Assets that are securities are credited to the Collateral Account by the Custodian and held in accordance with the Account Control Agreement and all other Portfolio Assets held by the Custodian are otherwise marked to reflect the pledge and security interest provided for in this Agreement; provided that, so long as no Event of Default shall have occurred and be continuing, the Administrative Agent shall, promptly upon request of the Borrower or the Collateral Manager, make appropriate arrangements for making any securities or instrument pledged by the Borrower available to the Borrower or the Collateral Manager for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate by the Administrative Agent, against trust receipt or like document); (ii) give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers, in each case, case requested by the Administrative Agent, that may be necessary or desirable (in the reasonable judgment of the Administrative Agent) to create, preserve, perfect or validate the security interest granted hereunder or to enable the Administrative Agent on behalf of the Secured Parties to exercise and enforce its rights hereunder with respect to such pledge and security interest; (iii) permit the Administrative Agent or any Lender or its agents or representatives to visit the offices of the Borrower during normal office hours and upon reasonable notice examine and make copies of all documents, books, records and other information concerning the Borrower Collateral and promptly furnish or cause to be furnished to the Administrative Agent or any Lender any information which the Administrative Agent or any Lender may reasonably request concerning the Borrower Collateral (such visitation and examinations not to occur more frequently than one (1) time each three (3) months in the absence of a Default with respect to the Borrower Collateral); and (iv) preserve and protect the Secured Parties’ first priority security interest in Borrower Collateral, and take or cause any action reasonably requested by the Administrative Agent and necessary to preserve, defend, protect or perfect the Secured Parties’ first priority security interest.