Common use of Perfection of Security Interests Clause in Contracts

Perfection of Security Interests. The Borrower and its Subsidiaries shall have taken or caused to be taken such actions in such a manner so that the Agent has or maintains a valid and perfected first priority security interest in all Collateral (subject to Liens consented to by the Required Banks with respect to such Collateral and other Liens permitted by Section 8.01) encumbered or to be encumbered under the Credit Documents. Such actions shall include, without limitation: (i) the delivery, to the extent not theretofore delivered, pursuant to the applicable Credit Documents by the Borrower and its Subsidiaries of such certificates (which certificates shall be registered in the name of the Agent or properly endorsed in blank for transfer or accompanied by irrevocable undated stock powers duly endorsed in blank, all in form and substance satisfactory to the Agent) representing all of the capital stock required to be pledged pursuant to the Credit Documents; (ii) the delivery, to the extent not theretofore delivered, pursuant to the applicable Credit Documents by the Borrower and its Subsidiaries of such promissory notes (which promissory notes shall be endorsed to the order of the Agent, all in form and substance satisfactory to the Agent) representing all of the pledged debt required to be pledged pursuant to the Credit Documents; (iii) the delivery, to the extent not theretofore delivered, to the Agent of Uniform Commercial Code financing statements, or amendments thereto, executed by the Borrower and its Subsidiaries as to the Collateral granted by the Borrower and its Subsidiaries for all jurisdictions as may be necessary or desirable to perfect the Agent's security interest in such Collateral; and (iv) evidence reasonably satisfactory to the Agent that all other filings (including, without limitation,

Perfection of Security Interests. The Borrower ▇▇▇▇ its books and records (and shall cause the issuer of the Pledged Capital Stock of such Pledgor to ▇▇▇▇ its Subsidiaries shall have taken or caused books and records) to be taken such actions in such a manner so that reflect the Agent has or maintains a valid and perfected first priority security interest in all Collateral (subject granted to Liens consented the Administrative Agent, for the benefit of the Secured Parties, pursuant to by this Pledge Agreement. To the Required Banks with respect to such Collateral and other Liens extent permitted by Section 8.01applicable law, each Pledgor hereby authorizes the Administrative Agent to prepare and file such financing statements (including continuation statements) encumbered or amendments thereof or supplements thereto or other instruments as the Administrative Agent may from time to be encumbered under time deem necessary or appropriate in order to perfect and maintain the Credit Documents. Such actions shall includesecurity interests granted hereunder in accordance with the UCC, including, without limitation: , any financing statement that describes the Pledged Collateral as “all personal property” or “all assets” of such Pledgor or that describes the Pledged Collateral in some other manner as the Administrative Agent deems necessary or advisable. Each Pledgor hereby agrees that a carbon, photographic or other reproduction of this Pledge Agreement or any such financing statement is sufficient for filing as a financing statement by the Administrative Agent without notice thereof to such Pledgor wherever the Administrative Agent may reasonably determine is appropriate. Each Pledgor shall also execute and deliver to the Administrative Agent and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may reasonably request) and do all such other things as the Administrative Agent may reasonably deem necessary or appropriate (i) the delivery, to assure to the extent not theretofore deliveredAdministrative Agent its security interests hereunder are perfected, pursuant including such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the applicable Credit Documents by security interests granted hereunder in accordance with the Borrower UCC and any other personal property security legislation in the appropriate jurisdictions, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its Subsidiaries of rights and interests hereunder. To that end, each Pledgor hereby irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other person whom the Administrative Agent may designate, as such certificates (which certificates shall be registered Pledgor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Pledgor any notices or any similar documents which in the Agent Administrative Agent’s reasonable discretion would be necessary or properly endorsed appropriate in blank for transfer order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as any of the Pledgor Obligations remain outstanding (other than contingent indemnity or accompanied by irrevocable undated stock powers duly endorsed reimbursement obligations) or any Credit Document or Secured Hedging Agreement is in blankeffect, all in form and substance satisfactory to the Agent) representing until all of the capital stock required Commitments shall have terminated. In the event for any reason the law of any jurisdiction other than New York becomes or is applicable to be pledged the Collateral of any Pledgor or any part thereof, or to any of the Pledgor Obligations, such Pledgor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent reasonably deems necessary or appropriate to preserve, protect and enforce the security interests of the Administrative Agent under the law of such other jurisdiction (and, if any Pledgor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent may execute any and all such requested documents on behalf of such Pledgor pursuant to the Credit Documents; (ii) the delivery, to the extent not theretofore delivered, pursuant to the applicable Credit Documents by the Borrower and its Subsidiaries power of such promissory notes (which promissory notes shall be endorsed to the order of the Agent, all in form and substance satisfactory to the Agent) representing all of the pledged debt required to be pledged pursuant to the Credit Documents; (iii) the delivery, to the extent not theretofore delivered, to the Agent of Uniform Commercial Code financing statements, or amendments thereto, executed by the Borrower and its Subsidiaries as to the Collateral attorney granted by the Borrower and its Subsidiaries for all jurisdictions as may be necessary or desirable to perfect the Agent's security interest in such Collateral; and (iv) evidence reasonably satisfactory to the Agent that all other filings (including, without limitation,hereinabove).

Perfection of Security Interests. The Borrower and its Subsidiaries Company shall have taken or caused to be taken such actions in such a manner so that the Collateral Agent has or maintains a valid and perfected first priority First Priority security interest in all the Collateral (subject of each Loan Party in which a security interest can be granted and perfected under the UCC’or other Applicable Law to Liens consented to the extent required by the Required Banks with respect to such Collateral and other Liens permitted by Section 8.01) encumbered or to be encumbered under the Credit DocumentsSecurity Agreement. Such actions shall include, without limitation: (i) the delivery, to the extent not theretofore delivered, delivery pursuant to the applicable Credit Collateral Documents by the Borrower and its Subsidiaries of (a) such certificates or other instruments (each of which certificates shall be registered in the name of the Collateral Agent or properly endorsed in blank for transfer or accompanied by irrevocable undated stock or equivalent powers duly endorsed in blank, all in form and substance reasonably satisfactory to the Collateral Agent) representing all of the capital stock shares or other interests of Capital Stock required to be pledged pursuant to the Credit DocumentsCollateral Documents identified on Schedule 4.1F, and (b) all promissory notes or other instruments (duly endorsed, where appropriate, in a manner reasonably satisfactory to the Collateral Agent) evidencing any Collateral; (ii) the delivery, delivery to the extent not theretofore deliveredCollateral Agent of (a) the results of a recent search, pursuant to the applicable Credit Documents by the Borrower and its Subsidiaries of such promissory notes (which promissory notes shall be endorsed to the order of the Agent, all in form and substance a Person reasonably satisfactory to the Collateral Agent, of all effective UCC financing statements and fixture filings and all judgment and tax lien filings which may have been made with respect to any personal or mixed property of any Loan Party, together with copies of all such filings disclosed by such search and (b) representing all UCC financing statements the recordation of the pledged debt required to be pledged pursuant to the Credit Documents; (iii) the delivery, to the extent not theretofore delivered, to the Agent of Uniform Commercial Code financing statements, or amendments thereto, executed which has been authorized by the Borrower and its Subsidiaries applicable Loan Parties as to the all such Collateral granted by the Borrower and its Subsidiaries such Loan Parties for all jurisdictions as may be necessary or desirable to perfect the Collateral Agent's ’s security interest in such Collateral; and (iviii) the delivery to the Collateral Agent of evidence reasonably satisfactory to the Collateral Agent that all other filings (including, without limitation,, UCC termination statements and releases and filings with the PTO and the United States Copyright Office with respect to Intellectual Property of the Loan Parties), recordings and other actions the Collateral Agent deems necessary or advisable to establish, preserve and perfect the First Priority Liens granted to the Collateral Agent in Collateral constituting personal (both tangible and intangible) and mixed property shall have been made.

Perfection of Security Interests. The (a) Prior to the initial Advance under the Credit Agreement, and thereafter upon each acquisition of any Pledged Shares and each investment or reinvestment of funds deposited in the Collateral Account pursuant to Section 7 of this Pledge Agreement, the Borrower and its Subsidiaries shall have taken (i) deliver or caused cause to be taken delivered to the Bank all previously undelivered certificates and instruments evidencing Pledged Shares other than Pledged Shares which have been deposited in an Approved Depositary and (ii) give all notices and take such actions in such a manner so that other action as may be necessary to perfect the Agent has or maintains a valid and perfected first priority Bank's security interest in all Collateral any Pledged Shares which have been deposited with an Approved Depositary. (subject b) All Pledged Shares other than Pledged Shares which have been deposited with an Approved Depositary shall be delivered to Liens consented to the Bank in suitable form for transfer by the Required Banks with respect to such Collateral and other Liens permitted by Section 8.01) encumbered or to be encumbered under the Credit Documents. Such actions shall include, without limitation: (i) the delivery, to the extent not theretofore delivered, pursuant to the applicable Credit Documents by the Borrower and its Subsidiaries of such certificates (which certificates or shall be registered in the name accompanied by duly executed instruments of the Agent or properly endorsed in blank for transfer or accompanied by irrevocable undated stock powers duly endorsed assignment in blank, with signatures appropriately guaranteed, and accompanied in each case by any required transfer tax stamps, all in form and substance satisfactory to the Agent) representing all of the capital stock required to be pledged pursuant to the Credit Documents; (ii) the delivery, to the extent not theretofore delivered, pursuant to the applicable Credit Documents by the Borrower and its Subsidiaries of such promissory notes (which promissory notes shall be endorsed to the order of the Agent, all in form and substance satisfactory to the Agent) representing all of the pledged debt required to be pledged pursuant to the Credit Documents; (iii) the delivery, to the extent not theretofore delivered, to the Agent of Uniform Commercial Code financing statements, or amendments thereto, executed by the Borrower and its Subsidiaries as to the Collateral granted by the Borrower and its Subsidiaries for all jurisdictions as may be necessary or desirable to perfect the Agent's security interest in such Collateral; and (iv) evidence reasonably satisfactory to the Agent Bank. (c) The Borrower shall cause each Approved Depositary to make appropriate entries to the Bank's account on the books of such Approved Depositary to reflect the transfer of all Pledged Shares which have been deposited with such Approved Depositary to the Bank and to deliver to the Bank a written confirmation of the book-entry transfer of such Pledged Shares into such account, to be held as Collateral under this Pledge Agreement. (d) Promptly following the Borrower's acquisition of any Pledged Security which constitutes an "uncertificated security" as defined in the UCC, the Borrower and the Bank will effect such modifications to this Pledge Agreement as the Bank in its discretion deems necessary or appropriate to ensure that the security interests with respect to such portion of the Collateral are protected to substantially the same extent as provided for herein with respect to other Pledged Shares and the Borrower shall provide evidence satisfactory to the Bank of compliance by the Borrower with Section 5 hereof with respect to such portion of the Collateral. (e) The Borrower shall notify NL Industries of the security interest created hereby on the initial Pledged Shares and shall cause NL Industries, within ten Business Days of the date of this Pledge Agreement, to send written notice to the Bank acknowledging such security interest and expressly agreeing to remit any and all dividends and distributions on account of the Pledged Shares issued by NL Industries (other than cash dividends) remitted after the date of this Pledge Agreement directly to the Bank at the Bank's address set forth in Section 7.02 of the Credit Agreement, and, upon receipt by NL Industries of any notice from the Bank that a Default has occurred and is continuing under the Credit Agreement, to remit all cash dividends and any and all other filings distributions on account of the Pledged Shares issued by NL Industries directly to the Bank at the same address (including, without limitation,and upon the Bank's receipt of any such cash dividends the Bank will deposit such funds into the Collateral Account.

Perfection of Security Interests. The Borrower and its Subsidiaries shall have taken or caused to be taken such actions in such a manner so that the Agent has or maintains a valid and perfected first priority security interest in all Collateral (subject to Liens consented to by the Required Banks with respect to such Collateral and other Liens permitted by Section 8.01) encumbered or to be encumbered under the Credit Documents. Such actions shall include, without limitation: (i) the delivery, to the extent not theretofore delivered, pursuant to the applicable Credit Documents by the Borrower and its Subsidiaries of such certificates (which certificates shall be registered in the name of the Agent or properly endorsed in blank for transfer or accompanied by irrevocable undated stock powers duly endorsed in blank, all in form and substance satisfactory to the Agent) representing all of the capital stock required to be pledged pursuant to the Credit Documents; (ii) the delivery, to the extent not theretofore delivered, pursuant to the applicable Credit Documents by the Borrower and its Subsidiaries of such promissory notes (which promissory notes shall be endorsed to the order of the Agent, all in form and substance satisfactory to the Agent) representing all of the pledged debt required to be pledged pursuant to the Credit Documents; (iii) the delivery, to the extent not theretofore delivered, to the Agent of Uniform Commercial Code financing statements, or amendments thereto, executed by the Borrower and its Subsidiaries as to the Collateral granted by the Borrower and its Subsidiaries for all jurisdictions as may be necessary or desirable to perfect the Agent's security interest in such Collateral; and (iv) evidence reasonably satisfactory to the Agent that all other filings (including, without limitation,, filings with the United States Patent and Trademark Office), recordings and other actions the Agent deems necessary or advisable to establish, preserve and perfect the first priority Liens (subject to Liens permitted under this Agreement or consented to by the Required Banks with respect to such Collateral) granted to the Agent in personal and mixed property shall have been made.

Perfection of Security Interests. The Borrower Administrative Agent and the Lenders hereby appoint U.S. Bank, in its Subsidiaries shall have taken or caused to be taken such actions in such capacity as Trustee hereunder, as their agent for the purposes of perfection of a manner so that the Agent has or maintains a valid and perfected first priority security interest in all the Collateral (Debt Obligations. U.S. Bank, in its capacity as Trustee hereunder, hereby accepts such appointment and agrees to perform the express duties set forth in this Section 7.15 and subject to Liens consented the provisions hereof. (i) Each of the Administrative Agent and each other Secured Party further authorizes the Trustee to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Transaction Documents as are expressly delegated to the Trustee by the Required Banks terms hereof and thereof, together with respect such powers as are reasonably incidental thereto. In furtherance, and without limiting the generality of the foregoing, each Secured Party hereby appoints the Trustee as its agent to such Collateral execute and other Liens permitted deliver all further instruments and documents, and take all further action that the Administrative Agent deems necessary or desirable in order to perfect, protect or more fully evidence the security interests granted by Section 8.01) encumbered the Borrower hereunder, or to be encumbered under the Credit Documents. Such actions shall includeenable any of them to exercise or enforce any of their respective rights hereunder, including, without limitation: (i) , the delivery, to the extent not theretofore delivered, pursuant to the applicable Credit Documents execution by the Borrower and its Subsidiaries Trustee as secured party/assignee of such certificates (which certificates shall be registered in the name of the Agent financing or properly endorsed in blank for transfer or accompanied by irrevocable undated stock powers duly endorsed in blank, all in form and substance satisfactory to the Agent) representing all of the capital stock required to be pledged pursuant to the Credit Documents; (ii) the delivery, to the extent not theretofore delivered, pursuant to the applicable Credit Documents by the Borrower and its Subsidiaries of such promissory notes (which promissory notes shall be endorsed to the order of the Agent, all in form and substance satisfactory to the Agent) representing all of the pledged debt required to be pledged pursuant to the Credit Documents; (iii) the delivery, to the extent not theretofore delivered, to the Agent of Uniform Commercial Code financing continuation statements, or amendments theretothereto or assignments thereof, executed by the Borrower and its Subsidiaries as relative to all or any of the Collateral granted by the Borrower Debt Obligations now existing or hereafter arising, and its Subsidiaries for all jurisdictions such other instruments or notices, as may be necessary or desirable appropriate for the purposes stated hereinabove. Nothing in this Section 7.15(j) shall be deemed to perfect relieve the Agent's security Borrower of its obligation to protect the interest of the Trustee (for the benefit of the Secured Parties) in such the Collateral; , including to file financing and continuation statements in respect of the Collateral in accordance with this Agreement. (ivii) evidence reasonably satisfactory With respect to other actions which are incidental to the actions specifically delegated to the Trustee hereunder, the Trustee shall not be required to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in acting or refraining from acting) upon the direction of the Administrative Agent; provided that the Trustee shall not be required to take any action hereunder at the request of the Administrative Agent, any Secured Parties or otherwise if the taking of such action, in the reasonable determination of the Trustee, (x) shall be in violation of any Applicable Law or contrary to any provisions of this Agreement or (y) shall expose the Trustee to liability hereunder or otherwise (unless it has received indemnity which it reasonably deems to be satisfactory with respect thereto). In the event the Trustee requests the consent of the Administrative Agent and the Trustee does not receive a consent (either positive or negative) from the Administrative Agent with 10 Business Days of its receipt of such request, then the Administrative Agent shall be deemed to have declined to consent to the relevant action. (iii) Except as expressly provided herein, the Trustee shall not be under any duty or obligation to take any affirmative action to exercise or enforce any power, right or remedy available to it under this Agreement or any of the Collateral Debt Obligation Documents (i) unless and until (and to the extent) expressly so directed by the Administrative Agent or (ii) prior to the occurrence of the Termination Date pursuant to clause (a) or (b) of the definition of “Termination Date,” the Servicer (and upon such occurrence, the Trustee shall act in accordance with the written instructions of the Administrative Agent pursuant to Section 7.15(j)(i)) . The Trustee shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction of any Secured Party, to the extent that all other filings (includingthis Agreement provides such Secured Party the right to so direct the Trustee or the Administrative Agent. The Trustee shall not be deemed to have notice or knowledge of any matter hereunder, without limitation,including an Event of Default or Amortization Event, unless a Responsible Officer of the Trustee has actual knowledge of such matter or written notice thereof is received by the Trustee.

Perfection of Security Interests. The Borrower and its the Active Subsidiaries shall have taken or caused to be taken such actions in such a manner so that the Agent has or maintains a valid and perfected first priority security interest in all Collateral (subject to Liens consented to by the Required Banks with respect to such Collateral and other Liens permitted by Section 8.01) encumbered or to be encumbered under the Credit Documents. Such actions shall include, without limitation: (i) the delivery, to the extent not theretofore delivered, pursuant to the applicable Credit Documents by the Borrower and its the Active Subsidiaries of such certificates (which certificates shall be registered in the name of the Agent or properly endorsed in blank for transfer or accompanied by irrevocable undated stock powers duly endorsed in blank, all in form and substance satisfactory to the Agent) representing all of the capital stock required to be pledged pursuant to the Credit Documents; (ii) the delivery, to the extent not theretofore delivered, pursuant to the applicable Credit Documents by the Borrower and its the Active Subsidiaries of such promissory notes (which promissory notes shall be endorsed to the order of the Agent, all in form and substance satisfactory to the Agent) representing all of the pledged debt required to be pledged pursuant to the Credit Documents; (iii) the delivery, to the extent not theretofore delivered, to the Agent of Uniform Commercial Code financing statements, or amendments thereto, statements executed by the Borrower and its the Active Subsidiaries as to the Collateral granted by the Borrower and its the Active Subsidiaries for all jurisdictions as may be necessary or desirable to perfect the Agent's security interest in such Collateral; and (iv) evidence reasonably satisfactory to the Agent that all other filings (including, without limitation,, filings with the United States Patent and Trademark Office), recordings and other actions the Agent deems necessary or advisable to establish, preserve and perfect the first priority Liens (subject to Liens permitted under this Agreement or consented to by the Required Banks with respect to such Collateral) granted to the Agent in personal and mixed property shall have been made.

Perfection of Security Interests. The Borrower and its Subsidiaries shall have taken or caused (a) Except to be taken such actions in such a manner so the extent provided herein, the Obligors agree to take all action that the Agent has or maintains Lender may reasonably request as a valid matter of non-bankruptcy law to perfect and perfected first protect the Lender’s Collateral Interest in the Collateral and for such Collateral Interest to obtain the priority security interest therefor contemplated hereby, including, without limitation, executing and delivering such documents and instruments, financing statements, providing such notices and assents of third parties, obtaining governmental approvals and providing such other instruments and documents in all Collateral (subject recordable form as the Lender may reasonably request. The Obligors irrevocably and unconditionally authorize the Lender to Liens consented file at any time and from time to by the Required Banks time such financing statements with respect to such the Collateral naming the Lender or its designee as the secured party and other Liens permitted by Section 8.01Obligors as debtors, as Lender may reasonably require, together with any amendment and continuations with respect thereto, that (a) encumbered or to be encumbered under indicate the Credit Documents. Such actions shall include, without limitation: Collateral (i) as “all assets of the deliveryObligors” or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Uniform Commercial Code of the State of New York or such other jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) provide any other information required by part 5 of Article 9 of the Uniform Commercial Code of any jurisdiction for the sufficiency or filing office acceptance of any financing statement or amendment, including, as applicable (i) whether the each Obligor is an organization, the type of organization and any organization identification number issued to such Obligor and, (ii) in the case of a financing statement filed as a fixture filing, if any, a sufficient description of real property to which the Collateral relates. The Obligors agree to furnish any such information to the extent Lender promptly upon the Lender’s request. The Obligors hereby authorize the Lender to adopt on behalf of the Obligors any symbol required for authenticating any electronic filing. Without the written authorization of the Lender, in no event shall the Obligors at any time file, or permit or cause to be filed, any correction statement or termination statement with respect to any financing statement (or amendment or continuation with respect thereto) naming the Lender or its designee as secured party and the Obligors as debtor. (b) The Obligors do not theretofore deliveredhave any Chattel Paper (whether tangible or electronic) as of the date of this Agreement. In the event that the Obligors shall be entitled to or shall receive any Chattel Paper after the date hereof with a value in excess of $250,000, pursuant the Obligors shall promptly notify the Lender thereof in writing. Promptly upon the receipt thereof by the Obligors (including by any agent or representative), the Obligors shall deliver, or cause to be delivered to the applicable Credit Documents Lender, all tangible Chattel Paper with a value in excess of $250,000 that the Obligors may at any time acquire, accompanied by such instruments of transfer or assignment duly executed in blank as the Lender may from time to time specify, in each case except as the Lender may otherwise agree. At the Lender’s option after and during the continuance of an Event of Default, the Obligors shall, or Lender may at any time on behalf of the Obligors, cause the original of any such Chattel Paper with a value in excess of $250,000 to be conspicuously marked in a form and manner reasonably acceptable to Lender with the following legend referring to Chattel Paper as applicable: “This chattel paper is subject to the security interest of Bank of America, N.A. and any sale, transfer, assignment or encumbrance of this chattel paper violates the rights of such secured party.” (c) In the event that the Obligors shall at any time hold or acquire an interest in any electronic Chattel Paper or any “transferable record” (as such term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) with a value in excess of $500,000, the Obligors shall promptly notify the Lender thereof in writing. Promptly upon the Lender’s request, the Obligors shall take, or cause to be taken, such actions as the Lender may reasonably request to give Lender control of such electronic Chattel Paper with a value in excess of $250,000 in the manner specified in Section 9-105 of the UCC and control of such transferable record in the manner specified in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as in effect in such jurisdiction. (d) Except as set forth on EXHIBIT 9.3(d), the Obligors do not, as of the date of this Agreement, own or hold, directly or indirectly, beneficially or as record owner or both, any Investment Property or have any Investment Account, securities account, commodity account or other similar account with any bank or other financial institution or other securities intermediary or commodity intermediary. (e) In the event that any of the Obligors shall be entitled to or shall at any time after the date hereof hold or acquire any certificated securities, such Obligor shall promptly endorse, assign and deliver the same to the Lender, accompanied by such instruments of transfer or assignment duly executed in blank as the Lender may from time to time reasonably specify. If any securities now or hereafter acquired by any of the Obligor are uncertificated and are issued to such Obligor or its nominee directly by the Borrower issuer thereof, such Obligor shall promptly notify the Lender thereof and its Subsidiaries shall as the Lender may specify, either (i) cause the issuer to agree to comply with instructions from the Lender as to such securities, without further consent of such certificates Obligor or such nominee, or (which certificates ii) arrange for the Lender to become the registered owner of the securities.. (f) Except as set forth on EXHIBIT 9.3(f), the Obligors are not, as of the date of this Agreement, the beneficiary or otherwise entitled to any Letter of Credit Rights. In the event that any of the Obligors shall be registered entitled to or shall receive any Letter of Credit Rights after the date of this Agreement with a value in excess of $250,000, such Obligor shall promptly notify the name Lender thereof in writing. The Obligors shall promptly, upon the reasonable request of the Agent Lender, either (i) deliver, or properly endorsed cause to be delivered to Lender, with respect to any such letter of credit, banker’s acceptance or similar instrument with a value in blank for transfer excess of $250,000, the written agreement of the issuer and any other nominated person obligated to make any payment in respect thereof (including any confirming or accompanied by irrevocable undated stock powers duly endorsed in blanknegotiating bank), all in form and substance reasonably satisfactory to Lender, consenting to the Agent) representing all assignment of the capital stock required to be pledged pursuant proceeds of the letter of credit to the Credit Documents; Lender by the Obligors and agreeing to make all payments thereon directly to the Lender or as the Lender may otherwise direct or (ii) cause the deliveryLender to become, at the Obligors’ expense, the transferee beneficiary of the letter of credit, banker’s acceptance or similar instrument (as the case may be) in each case with a value in excess of $250,000. (g) The Obligors do not have any commercial tort claims (as defined in the UCC) as of the date of this Agreement. In the event that the Obligors shall at any time after the date of this Agreement have any commercial tort claims (as defined in the UCC) with a value in excess of $250,000, the Obligors shall promptly notify the Lender thereof in writing, which notice shall (i) set forth in reasonable detail the basis for and nature of such commercial tort claim and (ii) include the express grant by the Obligors to the extent Lender of a security interest in such commercial tort claim (and the proceeds thereof). In the event that such notice does not theretofore delivered, pursuant include such grant of a security interest as required herein the sending thereof by the Obligors to the applicable Credit Documents Lender shall be deemed to constitute such grant to the Lender. Upon the sending of such notice, any commercial tort claim described therein shall constitute part of the Collateral and shall be deemed included therein. Without limiting the authorization of the Lender otherwise provided herein or otherwise arising by the Borrower execution by the Obligors of this Agreement, the Lender is hereby irrevocably authorized from time to time and at any time to file such financing statements naming Lender or its Subsidiaries of designee as secured party and Obligors as debtor, or any amendments to any financing statements, covering any such promissory notes (which promissory notes commercial tort claim as Collateral. In addition, the Obligors shall be endorsed to promptly upon the order of the AgentLender’s request, all in form execute and substance satisfactory to the Agent) representing all of the pledged debt required deliver, or cause to be pledged pursuant to the Credit Documents; (iii) the delivery, to the extent not theretofore executed and delivered, to the Agent Lender such other agreements, documents and instruments as Lender may reasonably require in connection with such commercial tort claim with a value in excess of Uniform Commercial Code financing statements, or amendments thereto, executed by the Borrower and its Subsidiaries as to the Collateral granted by the Borrower and its Subsidiaries for all jurisdictions as may be necessary or desirable to perfect the Agent's security interest in such Collateral; and (iv) evidence reasonably satisfactory to the Agent that all other filings (including, without limitation,$250,000.

Perfection of Security Interests. The (a) At any time and from time to time, upon the reasonable request of the Administrative Agent and at the sole expense of the Borrowers, the Borrowers shall promptly and duly execute and deliver any and all such further instruments and documents and take such further actions as the Administrative Agent may deem desirable to obtain the full benefits of any security interest granted or purported to be granted by such Borrower hereunder and of the rights and powers herein granted, including (i) upon the reasonable request of the Administrative Agent, using its commercially reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Administrative Agent of any License or Contract held by such Borrower and its Subsidiaries to enforce the security interests granted hereunder, (ii) unless Administrative Agent shall have taken otherwise consent in writing (which consent may be revoked), delivering to Administrative Agent all Collateral consisting of negotiable Documents and certificated securities (in each case, accompanied by stock powers, allonges or caused other instruments of transfer executed in blank) promptly after such Borrower receives the same, (iii) delivering any requested Chattel Paper or Instrument to Administrative Agent (in each case accompanied by instruments of transfer executed in blank), (iv) to the extent required by this Agreement and not waived by Administrative Agent in writing (which waiver may be taken such actions revoked) obtaining authenticated Control Agreements from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities, in such a manner so each case constituting Collateral, to or for any Borrower; provided, that the Administrative Agent shall not deliver a notice that it is exercising exclusive control over any financial assets or commodities to any such issuer, securities intermediary or commodities intermediary unless an Event of Default has occurred and is continuing, (v) in accordance with and to the extent required by Annex B to this Agreement, obtaining a blocked account or maintains similar agreement with each bank or financial institution holding a valid Deposit Account for such Borrower; provided, that the Administrative Agent shall not deliver a notice that it is exercising exclusive control over any Deposit Account to any such bank or financial institution unless an Event of Default has occurred and perfected first priority is continuing, (vi) for each Borrower that is or becomes the beneficiary of a letter of credit with a face amount in excess of $1,000,000 promptly, and in any event within two (2) Business Days after becoming a beneficiary, notifying Administrative Agent thereof and thereafter, unless the related Letter of Credit Rights constitute a Supporting Obligation for which the Administrative Agent’s security interest in all Collateral (subject is perfected, using its commercially reasonable efforts to Liens consented to by cause the Required Banks issuer and/or confirmation bank with respect to such Collateral and other Liens permitted by Section 8.01) encumbered or Letter of Credit Rights to be encumbered under enter into a tri-party agreement with the Administrative Agent assigning such Letter of Credit Documents. Such actions shall include, without limitation: (i) the delivery, Rights to the extent not theretofore delivered, pursuant Administrative Agent and directing all payments thereunder to the applicable Credit Documents by the Borrower and its Subsidiaries of such certificates (which certificates shall be registered in the name of the Agent or properly endorsed in blank for transfer or accompanied by irrevocable undated stock powers duly endorsed in blanka Blocked Account, all in form and substance reasonably satisfactory to the AgentAdministrative Agent (vii) representing taking all steps necessary to grant the Administrative Agent control of all electronic chattel paper in accordance with the Code and all “transferable records” as defined in each of the capital Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act, (viii) promptly, and in any event within five (5) Business Days after the same is acquired by it, notifying the Administrative Agent of any Commercial Tort Claim involving a claim of more than $1,000,000 acquired by it and if requested by the Administrative Agent, entering into a supplement to this Agreement, granting to Administrative Agent a Lien in such Commercial Tort Claim, (ix) maintaining complete and accurate stock required to be pledged pursuant records, (x) except as otherwise provided in clause (vi) hereof, delivering to the Credit Documents; (ii) the deliveryAdministrative Agent all documents, to the extent not theretofore delivered, pursuant to the applicable Credit Documents by the Borrower certificates and its Subsidiaries of such promissory notes (which promissory notes shall be endorsed to the order of the Agent, all in form and substance satisfactory to the Agent) representing all of the pledged debt required to be pledged pursuant to the Credit Documents; (iii) the delivery, to the extent not theretofore delivered, to the Agent of Uniform Commercial Code financing statements, or amendments thereto, executed by the Borrower and its Subsidiaries as to the Collateral granted by the Borrower and its Subsidiaries for all jurisdictions as may be Instruments necessary or desirable to perfect the Administrative Agent's ’s Lien on letters of credit on which such Borrower is named as beneficiary and all acceptances issued in connection therewith and (xi) taking such other steps as are deemed necessary or desirable to maintain the Administrative Agent’s security interest in such the Collateral; and (iv. Nothing contained in this Section 10.2(a) evidence reasonably satisfactory shall be deemed to require any Borrower to obtain the Agent that all other filings consent of any landlord (including, without limitation,, any Aviation Authority) or to obtain or record any memorandum of lease or leasehold mortgage or similar instrument with respect to any leased real property. (b) Each Borrower hereby irrevocably authorizes the Administrative Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of such Borrower or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Code in such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the Code for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Borrower is an organization, the type of organization and any organization identification number issued to such Borrower, and (ii) in the case of a financing statement filed as a fixture filing, a sufficient description of real property to which the Collateral relates. Each Borrower agrees to furnish any such information to the Administrative Agent promptly upon request. Each Borrower also ratifies its authorization for the Administrative Agent to have filed in any Uniform Commercial Code jurisdiction any initial financing statements or amendments thereto if filed prior to the Closing Date. (c) Notwithstanding subsections (a) and (b) of this Section 10.2, or any failure on the part of any Borrower or the Administrative Agent to take any of the actions set forth in such subsections, the Liens and security interests granted herein shall be deemed valid, enforceable and perfected by entry of the Final DIP Order. No financing statement, notice of lien, mortgage, deed of trust or similar instrument in any jurisdiction or filing office need be filed or any other action taken in order to validate and perfect the Liens and security interests granted by or pursuant to this Agreement or the Final DIP Order.

Perfection of Security Interests. The Borrower (i) Subject to the proviso to Section 5.2C, all documents and its Subsidiaries shall have taken or caused instruments required to be taken such actions in such a manner so that perfect the Agent has or maintains a valid and perfected first priority Collateral Agent’s security interest in all the Collateral (other than in any Deposit Accounts) shall have been executed and delivered and, if applicable, be in proper form for filing, and none of the Collateral shall be subject to any other pledges, security interest or mortgages, except for the Liens consented to by permitted under this Agreement. (ii) The Administrative Agent shall have received the Required Banks results of a search of the UCC (or equivalent) filings made with respect to the Loan Parties and, if requested by the Administrative Agent, copies of the financing statements (or similar documents) disclosed by such Collateral search and other evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 8.017.2 of this Agreement, or have been or will be released contemporaneously with the effectiveness of this Agreement on the Effective Date. (iii) encumbered or to be encumbered under the Credit Documents. Such actions shall include, without limitation: (i) the delivery, Subject to the extent not theretofore deliveredproviso to Section 5.2C, pursuant to the applicable Credit Documents by the Borrower and its Subsidiaries of such certificates (which certificates shall be registered in the name A) each of the Agent or properly endorsed in blank for transfer or accompanied by irrevocable undated stock powers duly endorsed in blankCollateral Documents, all in form and substance satisfactory to the Agent) representing all Lenders, relating to each of the capital stock required to be pledged pursuant Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Credit Documents; Collateral Agent and shall be in full force and effect, (iiB) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under this Agreement and (C) each of such Collateral Documents shall have been submitted for (or delivered to the deliverytitle insurance company for submission for) filing and recording in the recording office as specified on Schedule 4.1B. Any Mortgage delivered to the Collateral Agent in accordance with the preceding sentence shall be accompanied by (x) a policy or policies of title insurance or a marked-up pro forma for such insurance (with the title insurance policy to follow) in an amount reasonably acceptable to the Collateral Agent with respect to such Mortgaged Property and issued by a nationally recognized title insurance company insuring the Lien of such Mortgage as a valid Lien (with the priority described therein) on the Mortgaged Property described therein, free of any other Liens except as expressly permitted under this Agreement and which may contain an exception for survey matters to the extent a current survey is not provided, together with such endorsements and reinsurance as the Administrative Agent or the Collateral Agent may reasonably request and which are available at commercially reasonable rates in the jurisdiction where the applicable Mortgaged Property is located, (y) to the extent in the possession of a Co-Borrower or any Subsidiary or Affiliate of a Co-Borrower, a survey for such Mortgaged Property and (z) a local opinion of counsel to the Co-Borrowers with respect to the enforceability and perfection of the applicable Mortgages and any related fixture filings in form and substance reasonably satisfactory to the Collateral Agent. Notwithstanding the foregoing, to the extent not theretofore deliveredsuch Mortgaged Property is located in a jurisdiction with mortgage recording or similar tax, pursuant the amount secured by the Collateral Documents with respect to such Mortgaged Property shall be limited to the applicable Credit Documents by the Borrower and its Subsidiaries fair market value of such promissory notes (which promissory notes shall be endorsed to the order of the Agent, all in form Mortgaged Property as reasonably agreed by Holdings and substance satisfactory to the Agent) representing all of the pledged debt required to be pledged pursuant to the Credit Documents; (iii) the delivery, to the extent not theretofore delivered, to the Agent of Uniform Commercial Code financing statements, or amendments thereto, executed by the Borrower and its Subsidiaries as to the Collateral granted by the Borrower and its Subsidiaries for all jurisdictions as may be necessary or desirable to perfect the Agent's security interest in such Collateral; and (iv) evidence reasonably satisfactory to the Agent that all other filings (including, without limitation,.

Perfection of Security Interests. The Borrower and its Subsidiaries Not more than 30 days after the Effective Date Each Credit Party shall have taken or caused to be taken (and Collateral Agent shall have received satisfactory evidence thereof) such actions in such a manner so that that, as of such date, Collateral Agent has, on behalf of the Agent has or maintains a Lenders, valid and perfected first priority Liens in the entire Collateral (except to the extent any such security interest in all Collateral (cannot be granted under applicable laws), subject only to Liens consented to by the Required Banks with respect to such Collateral valid, perfected and other Liens permitted by Section 8.01) encumbered or to be encumbered under the Credit Documentsenforceable Permitted Encumbrances. Such actions shall include, without limitation: , the following: (i) The receipt by the Collateral Agent of (a) evidence satisfactory to it that amendments ("Mortgage Amendments") to each Existing Mortgage have been executed and acknowledged and will be recorded in all jurisdictions as may be necessary or, in the opinion of Collateral Agent, desirable to effectively create or maintain in effect valid and perfected Liens created by the Existing Mortgages securing the Obligations, as such Obligations have been amended or modified by this Amended Loan Agreement; and (b) favorable written opinions of counsel in the states of New Jersey, Florida, and Pennsylvania (who shall be reasonably satisfactory to Collateral Agent) regarding the execution, delivery, to the extent not theretofore delivered, pursuant to the applicable Credit Documents by the Borrower enforceability and its Subsidiaries of such certificates (which certificates shall be registered in the name effect of the Mortgage Amendments, and as to such other matters as Collateral Agent or properly endorsed in blank for transfer or accompanied by irrevocable undated stock powers duly endorsed in blankmay reasonably request, all in form and substance satisfactory to the Collateral Agent; and (c) representing all title reports obtained by Company in respect of the capital stock required to be pledged pursuant to the Credit Documents; each Mortgaged Property. (ii) The receipt by the delivery, Collateral Agent of evidence that fully executed and acknowledged Mortgages covering the real property (including fixtures) designated on Schedule 5.22 annexed hereto have been recorded in all places to the extent not theretofore deliverednecessary or desirable, pursuant in the judgment of Collateral Agent, so as to effectively create a valid and enforceable first priority perfected Lien on the applicable Credit Documents by Mortgaged Properties in favor of Collateral Agent (or in favor of a mortgagee acting on behalf of Collateral Agent or a trustee for the Borrower and its Subsidiaries of such promissory notes (which promissory notes shall be endorsed to the order benefit of the AgentCollateral Agent as may be required or desired under local law) for the benefit of Lenders subject only to any valid, all in form perfected and substance satisfactory to the Agent) representing all of the pledged debt required to be pledged pursuant to the Credit Documents; enforceable Permitted Encumbrances. (iii) The receipt by the delivery, to the extent not theretofore delivered, to the Collateral Agent of Uniform Commercial Code financing statements, or amendments thereto, executed by the Borrower and its Subsidiaries as to the Collateral granted by the Borrower and its Subsidiaries for all jurisdictions as may be necessary or desirable to perfect the Agent's security interest in such Collateral; and (iv) evidence reasonably satisfactory to the Agent it that all other filings filings, recordings and other actions Collateral Agent deems necessary or advisable to establish, preserve and perfect the first priority Liens subject only to valid, perfected and enforceable Permitted Encumbrances granted to Collateral Agent in the Collateral (including, without limitation,, Collateral subject to the Lien of any Collateral Document executed and delivered pursuant to the Existing Loan Agreement) shall have been made.

Perfection of Security Interests. (a) The Borrower provisions of the Collateral Documents are effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and its Subsidiaries enforceable first priority Lien (subject to Permitted Liens) on all right, title and interest of each respective Loan Party in the Collateral described therein. All filings, assignments, pledges and deposits of documents or instruments have been made or will be made and all other actions have been taken or will be taken that are necessary under Applicable Law, or reasonably requested by the Administrative or any of the Lenders, to establish and perfect the Administrative Agent’s security interests (as collateral agent for the Secured Parties) in the Collateral, except as otherwise agreed in this Agreement or the Collateral Documents. The Loan Parties are the owners of the Collateral free from any Lien, except for Permitted Liens. (b) The Mortgages executed and delivered on the Amendment No. 2 Effective Date are, and the Mortgages executed and delivered after the Amendment No. 2 Effective Date will be, effective to create in favor of the Administrative Agent (for the benefit of the Secured Parties) a legal, valid and enforceable first priority Lien on all of the applicable Loan Parties’ right, title and interest in and to the Mortgaged Property (as such term is defined in the applicable Mortgage) thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Administrative Agent (for the benefit of the Secured Parties) shall have taken or caused to be taken such actions in such a manner so that the Agent has or maintains a valid and perfected first priority Lien on, and security interest in, all right, title, and interest of the applicable Loan Parties in all Collateral (such Mortgaged Property and, to the extent applicable, subject to Liens consented Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to by the Required Banks with respect to such Collateral and Lien of any other person, except for Liens permitted by Section 8.01) encumbered or to be encumbered under the Credit Documents. Such actions shall include, without limitation: (i) the delivery, to the extent not theretofore delivered, pursuant to the applicable Credit Documents by the Borrower and its Subsidiaries of such certificates (which certificates shall be registered in the name of the Agent or properly endorsed in blank for transfer or accompanied by irrevocable undated stock powers duly endorsed in blank, all in form and substance satisfactory to the Agent) representing all of the capital stock required to be pledged pursuant to the Credit Documents; (ii) the delivery, to the extent not theretofore delivered, pursuant to the applicable Credit Documents by the Borrower and its Subsidiaries of such promissory notes (which promissory notes shall be endorsed to the order of the Agent, all in form and substance satisfactory to the Agent) representing all of the pledged debt required to be pledged pursuant to the Credit Documents; (iii) the delivery, to the extent not theretofore delivered, to the Agent of Uniform Commercial Code financing statements, or amendments thereto, executed by the Borrower and its Subsidiaries as to the Collateral granted by the Borrower and its Subsidiaries for all jurisdictions as may be necessary or desirable to perfect the Agent's security interest in such Collateral; and (iv) evidence reasonably satisfactory to the Agent that all other filings (including, without limitation,7.01.

Perfection of Security Interests. The Borrower Administrative Agent and the Lenders hereby appoint ▇▇▇▇▇ Fargo, in its Subsidiaries shall have taken or caused to be taken such actions in such capacity as Collateral Custodian hereunder, as their agent for the purposes of perfection of a manner so that the Agent has or maintains a valid and perfected first priority security interest in all the Collateral (Debt Obligations. ▇▇▇▇▇ Fargo, in its capacity as Collateral Custodian hereunder, hereby accepts such appointment and agrees to perform the express duties set forth in this Section 7.15 and subject to Liens consented to by the Required Banks with respect to such Collateral and other Liens permitted by Section 8.01) encumbered or to be encumbered under the Credit Documents. Such actions shall include, without limitation: provisions hereof. (i) Each of the delivery, Administrative Agent and each other Secured Party further authorizes the Collateral Custodian to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Transaction Documents as are expressly delegated to the extent not theretofore deliveredCollateral Custodian by the terms hereof and thereof, pursuant together with such powers as are reasonably incidental thereto. In furtherance, and without limiting the generality of the foregoing, each Secured Party hereby appoints the Collateral Custodian as its agent to execute and deliver all further instruments and documents, and take all further action that the applicable Credit Documents Administrative Agent deems necessary or desirable in order to perfect, protect or more fully evidence the security interests granted by the Borrower and its Subsidiaries hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including the execution by the Collateral Custodian, on behalf of the Administrative Agent, as secured party/assignee, of such certificates (which certificates shall be registered in the name of the Agent financing or properly endorsed in blank for transfer or accompanied by irrevocable undated stock powers duly endorsed in blank, all in form and substance satisfactory to the Agent) representing all of the capital stock required to be pledged pursuant to the Credit Documents; (ii) the delivery, to the extent not theretofore delivered, pursuant to the applicable Credit Documents by the Borrower and its Subsidiaries of such promissory notes (which promissory notes shall be endorsed to the order of the Agent, all in form and substance satisfactory to the Agent) representing all of the pledged debt required to be pledged pursuant to the Credit Documents; (iii) the delivery, to the extent not theretofore delivered, to the Agent of Uniform Commercial Code financing continuation statements, or amendments theretothereto or assignments thereof, executed by the Borrower and its Subsidiaries as relative to all or any of the Collateral granted by the Borrower Debt Obligations now existing or hereafter arising, and its Subsidiaries for all jurisdictions such other instruments or notices, as may be necessary or desirable appropriate for the purposes stated hereinabove. Nothing in this Section 7.15(j) shall be deemed to perfect relieve the Agent's security Borrower of its obligation to protect the interest of the Collateral Custodian or the Administrative Agent (for the benefit of the Secured Parties) in such the Collateral; , including to file financing and continuation statements in respect of the Collateral in accordance with this Agreement. (ivii) evidence reasonably satisfactory With respect to other actions which are incidental to the actions specifically delegated to the Collateral Custodian hereunder, the Collateral Custodian shall not be required to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in acting or refraining from acting) upon the direction of the Administrative Agent; provided that the Collateral Custodian shall not be required to take any action hereunder at the request of the Administrative Agent, any Secured Parties or otherwise if the taking of such action, in the reasonable determination of the Collateral Custodian, (x) shall be in violation of any Applicable Law or contrary to any provisions of this Agreement or (y) shall expose the Collateral Custodian to liability hereunder or otherwise (unless it has received indemnity which it reasonably deems to be satisfactory with respect thereto). In the event the Collateral Custodian requests the consent of the Administrative Agent and the Collateral Custodian does not receive a consent (either positive or negative) from the Administrative Agent within 10 Business Days of its receipt of such request, then the Administrative Agent shall be deemed to have declined to consent to the relevant action. (iii) Except as expressly provided herein, the Collateral Custodian shall not be under any duty or obligation to take any affirmative action to exercise or enforce any power, right or remedy available to it under this Agreement or any of the Collateral Debt Obligation Documents (i) unless and until (and to the extent) expressly so directed by the Administrative Agent or (ii) prior to the occurrence of the Maturity Date, the Servicer (and upon such occurrence, the Collateral Custodian shall act in accordance with the written instructions of the Administrative Agent pursuant to Section 7.15(j)(i)). The Collateral Custodian shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction of any Secured Party, to the extent that all other filings (includingthis Agreement provides such Secured Party the right to so direct the Collateral Custodian or the Administrative Agent. The Collateral Custodian shall not be deemed to have notice or knowledge of any matter hereunder, without limitation,including an Event of Default, unless a Responsible Officer of the Collateral Custodian has actual knowledge of such matter or written notice thereof is received by the Collateral Custodian.

Perfection of Security Interests. The Borrower Holdings and its Subsidiaries the Borrowers shall have taken or caused to be taken such actions in such a manner so that directed by the Collateral Agent has or maintains to create a valid and perfected first priority Second Priority security interest in all the Collateral (subject of each Loan Party in which a security interest can be granted and perfected under the UCC or other Applicable Law to Liens consented to the extent required by the Required Banks with respect to such applicable Collateral and other Liens permitted by Section 8.01) encumbered or to be encumbered under the Credit Documents. Such Subject to the terms of the Intercreditor Agreement, such actions shall include, without limitation: (i) the delivery, delivery to the extent not theretofore deliveredCollateral Agent of (a) the results of a recent search, pursuant to the applicable Credit Documents by the Borrower and its Subsidiaries of such certificates (which certificates shall be registered in the name of the Agent or properly endorsed in blank for transfer or accompanied by irrevocable undated stock powers duly endorsed in blank, all in form and substance a Person satisfactory to the Collateral Agent, of all effective UCC financing statements and fixture filings and all judgment and tax lien filings which may have been made with respect to any personal or mixed property of any Loan Party, together with copies of all such filings disclosed by such search, and (b) representing all UCC financing statements the filing and/or recordation of the capital stock required to be pledged pursuant to the Credit Documents; (ii) the delivery, to the extent not theretofore delivered, pursuant to which has been authorized by the applicable Credit Documents by the Borrower and its Subsidiaries of such promissory notes (which promissory notes shall be endorsed to the order of the Agent, all in form and substance satisfactory to the Agent) representing all of the pledged debt required to be pledged pursuant to the Credit Documents; (iii) the delivery, to the extent not theretofore delivered, to the Agent of Uniform Commercial Code financing statements, or amendments thereto, executed by the Borrower and its Subsidiaries Loan Parties as to the all such Collateral granted by the Borrower and its Subsidiaries such Loan Parties for all jurisdictions as may be necessary or desirable to perfect the Collateral Agent's ’s security interest in such Collateral; and (ivii) the delivery to the Collateral Agent of evidence reasonably satisfactory to the Collateral Agent that all other filings filings, recordings and other actions the Collateral Agent deems necessary or advisable to establish, preserve and perfect the Second Priority Liens granted to the Collateral Agent in Collateral constituting personal (includingboth tangible and intangible) and mixed property shall have been made or will be made concurrently with or prior to the Effective Date. All “securities accounts” and “deposit accounts” (as such terms are defined in the UCC) of each of the Borrowers shall be subject to effective account control agreements in favor of the Collateral Agent in form and substance reasonably satisfactory to the Collateral Agent, without limitation,all of which have been duly executed and delivered by each party thereto and are in full force and effect.

Perfection of Security Interests. The (a) Prior to the initial Advance under the Credit Agreement, and thereafter upon each acquisition of any Pledged Securities and each investment or reinvestment of funds deposited in the Collateral Account pursuant to Section 7 of this Pledge Agreement, the Borrower and its Subsidiaries shall have taken (i) deliver or caused cause to be taken delivered to the Bank all previously undelivered certificates and instruments evidencing Pledged Securities other than Pledged Securities which have been deposited in an Approved Depositary and (ii) give all notices and take such actions in such a manner so that other action as may be necessary to perfect the Agent has or maintains a valid and perfected first priority Bank's security interest in all Collateral any Pledged Securities which have been deposited with an Approved Depositary. (subject b) All Pledged Securities other than Pledged Securities which have been deposited with an Approved Depositary shall be delivered to Liens consented to the Bank in suitable form for transfer by the Required Banks with respect to such Collateral and other Liens permitted by Section 8.01) encumbered or to be encumbered under the Credit Documents. Such actions shall include, without limitation: (i) the delivery, to the extent not theretofore delivered, pursuant to the applicable Credit Documents by the Borrower and its Subsidiaries of such certificates (which certificates or shall be registered in the name accompanied by duly executed instruments of the Agent or properly endorsed in blank for transfer or accompanied by irrevocable undated stock powers duly endorsed assignment in blank, with signatures appropriately guaranteed, and accompanied in each case by any required transfer tax stamps, all in form and substance satisfactory to the Agent) representing all of the capital stock required to be pledged pursuant to the Credit Documents; (ii) the delivery, to the extent not theretofore delivered, pursuant to the applicable Credit Documents by the Borrower and its Subsidiaries of such promissory notes (which promissory notes shall be endorsed to the order of the Agent, all in form and substance satisfactory to the Agent) representing all of the pledged debt required to be pledged pursuant to the Credit Documents; (iii) the delivery, to the extent not theretofore delivered, to the Agent of Uniform Commercial Code financing statements, or amendments thereto, executed by the Borrower and its Subsidiaries as to the Collateral granted by the Borrower and its Subsidiaries for all jurisdictions as may be necessary or desirable to perfect the Agent's security interest in such Collateral; and (iv) evidence reasonably satisfactory to the Agent Bank. (c) The Borrower shall cause each Approved Depositary to make appropriate entries to the Bank's account on the books of such Approved Depositary to reflect the transfer of all Pledged Securities which have been deposited with such Approved Depositary to the Bank and to deliver to the Bank a written confirmation of the book-entry transfer of such Pledged Securities into such account, to be held as Collateral under this Pledge Agreement. (d) Promptly following the Borrower's acquisition of any Pledged Security which constitutes an "uncertificated security" as defined in the UCC, the Borrower and the Bank will effect such modifications to this Pledge Agreement as the Bank in its discretion deems necessary or appropriate to ensure that the security interests with respect to such portion of the Collateral are protected to substantially the same extent as provided for herein with respect to other Pledged Securities and the Borrower shall provide evidence satisfactory to the Bank of compliance by the Borrower with Section 5 hereof with respect to such portion of the Collateral. (e) The Borrower shall notify NL Industries of the Lien on the Pledged Securities provided hereby and shall cause NL Industries, within ten Business Days of the date of this Pledge Agreement, to send written notice to the Bank acknowledging such Lien and expressly agreeing to remit any and all dividends and distributions on account of the Pledged Securities (other than cash dividends) remitted after the date of this Pledge Agreement directly to the Bank, and, upon receipt by NL Industries of any notice from the Bank that a Default has occurred and is continuing, to remit all cash dividends and any and all other filings (including, without limitation,distributions on account of the Pledged Securities directly to the Bank.

Perfection of Security Interests. The Borrower ▇▇▇▇ its books and records (and shall cause the issuer of the Pledged Capital Stock of such Pledgor to ▇▇▇▇ its Subsidiaries shall have taken or caused books and records) to be taken such actions in such a manner so that reflect the Agent has or maintains a valid and perfected first priority security interest granted to the Administrative Agent, for the benefit of the Secured Parties, pursuant to this Pledge Agreement. To the extent permitted by applicable law, each Pledgor hereby authorizes the Administrative Agent to prepare and file such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Administrative Agent may from time to time deem necessary or appropriate in all Collateral (subject order to Liens consented to perfect and maintain the security interests granted hereunder in accordance with the UCC. Each Pledgor hereby agrees that a carbon, photographic or other reproduction of this Pledge Agreement or any such financing statement is sufficient for filing as a financing statement by the Required Banks with respect Administrative Agent without notice thereof to such Collateral Pledgor wherever the Administrative Agent may reasonably determine is appropriate. Each Pledgor shall also execute and deliver to the Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may reasonably request) and do all such other Liens permitted by Section 8.01) encumbered things as the Administrative Agent may reasonably deem necessary or to be encumbered under the Credit Documents. Such actions shall include, without limitation: appropriate (i) the delivery, to assure to the extent not theretofore deliveredAdministrative Agent its security interests hereunder are perfected, pursuant including such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the applicable Credit Documents by security interests granted hereunder in accordance with the Borrower UCC and any other personal property security legislation in the appropriate state(s) or province(s), (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its Subsidiaries of rights and interests hereunder. To that end, each Pledgor hereby irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other person whom the Administrative Agent may designate, as such certificates (which certificates shall be registered Pledgor's attorney-in-fact with full power and for the limited purpose to sign in the name of such Pledgor any documents which in the Agent Administrative Agent's reasonable discretion would be necessary or properly endorsed appropriate in blank for transfer order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as any of the Pledgor Obligations remain outstanding (other than contingent indemnity or accompanied by irrevocable undated stock powers duly endorsed in blank, all in form and substance satisfactory reimbursement obligations) or any Credit Document or Hedging Agreement (to the Agentextent the obligations of such Pledgor thereunder constitute Pledgor Obligations) representing is in effect, and until all of the capital stock required Commitments shall have terminated. In the event for any reason the law of any jurisdiction other than New York becomes or is applicable to be pledged the Collateral of any Pledgor or any part thereof, or to any of the Pledgor Obligations, such Pledgor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent reasonably deems necessary or appropriate to preserve, protect and enforce the security interests of the Administrative Agent under the law of such other jurisdiction (and, if any Pledgor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent may execute any and all such requested documents on behalf of such Pledgor pursuant to the Credit Documents; (ii) the delivery, to the extent not theretofore delivered, pursuant to the applicable Credit Documents by the Borrower and its Subsidiaries power of such promissory notes (which promissory notes shall be endorsed to the order of the Agent, all in form and substance satisfactory to the Agent) representing all of the pledged debt required to be pledged pursuant to the Credit Documents; (iii) the delivery, to the extent not theretofore delivered, to the Agent of Uniform Commercial Code financing statements, or amendments thereto, executed by the Borrower and its Subsidiaries as to the Collateral attorney granted by the Borrower and its Subsidiaries for all jurisdictions as may be necessary or desirable to perfect the Agent's security interest in such Collateral; and (iv) evidence reasonably satisfactory to the Agent that all other filings (including, without limitation,hereinabove).

Perfection of Security Interests. The Borrower and its Subsidiaries (a) All Pledged Securities shall have taken or caused to be taken such actions in such a manner so that the Agent has or maintains a valid and perfected first priority security interest in all Collateral (subject to Liens consented to by the Required Banks with respect to such Collateral and other Liens permitted by Section 8.01) encumbered or to be encumbered under the Credit Documents. Such actions shall include, without limitation: (i) the delivery, delivered to the extent not theretofore delivered, pursuant to the applicable Credit Documents Collateral Agent by the Borrower and its Subsidiaries of such certificates (which certificates shall be registered in pursuant hereto indorsed to the name order of the Agent or properly endorsed in blank for transfer or Collateral Agent, and accompanied by irrevocable undated stock powers duly endorsed in blankany required transfer tax stamps, all in form and substance satisfactory to the Collateral Agent. (b) representing There is hereby established with the Collateral Agent a cash collateral account (the "Collateral Account") in the name and under the control of the Collateral Agent into which there shall be deposited from time to time the cash proceeds of the Collateral required to be delivered to the Collateral Agent pursuant to any provision of this Agreement. Any income received by the Collateral Agent with respect to the balance from time to time standing to the credit of the Collateral Account, including any interest or capital gains on Liquid Investments, shall remain, or be deposited, in the Collateral Account. All right, title and interest in and to the cash amounts on deposit from time to time in the Collateral Account together with any Liquid Investments from time to time made pursuant to subsection (d) of this Section shall vest in the Collateral Agent, shall constitute part of the Collateral hereunder and shall not constitute payment of the Secured Obligations until applied thereto as hereinafter provided. (c) Upon the occurrence and continuation of an Event of Default, the Collateral Agent shall, if so instructed by the Required Secured Parties, apply or cause to be applied (subject to collection) any or all of the capital stock required balance from time to time standing to the credit of the Collateral Account in the manner specified in Section 13. (d) Amounts on deposit in the Collateral Account shall be invested and re-invested from time to time in such Liquid Investments as the Borrower shall determine, which Liquid Investments shall be held in the name and be under the control of the Collateral Agent, provided that, if an Event of Default has occurred and is continuing, the Collateral Agent shall, if instructed by the Required Secured Parties, liquidate any such Liquid Investments and apply or cause to be pledged pursuant applied the proceeds thereof to the Credit Documents; (ii) the delivery, to the extent not theretofore delivered, pursuant to the applicable Credit Documents by the Borrower and its Subsidiaries of such promissory notes (which promissory notes shall be endorsed to the order payment of the Agent, all Secured Obligations in form and substance satisfactory to the Agent) representing all of the pledged debt required to be pledged pursuant to the Credit Documents; (iii) the delivery, to the extent not theretofore delivered, to the Agent of Uniform Commercial Code financing statements, or amendments thereto, executed by the Borrower and its Subsidiaries as to the Collateral granted by the Borrower and its Subsidiaries for all jurisdictions as may be necessary or desirable to perfect the Agent's security interest manner specified in such Collateral; and (iv) evidence reasonably satisfactory to the Agent that all other filings (including, without limitation,Section 13.

Perfection of Security Interests. The Borrower UCC FILINGS; DEPOSIT AND SECURITIES ACCOUNT AGREEMENTS. (a) Vitex hereby authorizes Pall to file (and its Subsidiaries Vitex shall have taken reimburse Pall for all costs and expenses of such filing) one or caused more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral. A carbon, photographic or other reproduction of this Agreement or any part thereof shall be taken such actions in such sufficient as a manner so that the Agent has or maintains a valid and perfected first priority security interest in all Collateral (subject to Liens consented to by the Required Banks with respect to such Collateral and other Liens financing statement where permitted by Section 8.01law. (b) encumbered or Vitex shall, concurrently with the execution of this Agreement, execute an Assignment Agreement in the form annexed hereto as Exhibit 2, assigning to be encumbered Pall as Collateral for Vitex's obligations under the Credit Documents. Such actions shall include, without limitation: (i) the delivery, Facility all of Vitex' rights to the extent not theretofore deliveredPharma Cash Payment. In addition, pursuant Vitex hereby authorizes Pall to notify Precision Pharma Services, Inc. of this assignment concurrently with the applicable Credit Documents by execution of this Agreement or at any time thereafter. (c) Vitex shall, concurrently with the Borrower execution of this Agreement or promptly thereafter, but in any event no later than sixty days thereafter, and at any time thereafter when Vitex shall open any new Deposit Account or Securities Account, use its Subsidiaries of such certificates (which certificates shall be registered in the name of the Agent or properly endorsed in blank for transfer or accompanied by irrevocable undated stock powers duly endorsed in blank, all in form and substance satisfactory commercially reasonable efforts to the Agent) representing cause all of the capital stock required banks or facilities in which Vitex maintains Deposit Accounts to be pledged pursuant execute Deposit Account Agreements substantially in the form annexed hereto as Exhibit 3 and all brokerage firms or other Persons with which Vitex maintains Securities Accounts (including but not limited to money market or other mutual funds) to execute Security Account Agreements substantially in the Credit Documents; (ii) the deliveryform annexed hereto as Exhibit 4, to the extent not theretofore delivered, pursuant to the applicable Credit Documents by the Borrower and its Subsidiaries of such promissory notes (which promissory notes shall be endorsed to the order of the Agent, all in form and substance satisfactory to the Agent) representing all of the pledged debt required to be pledged pursuant to the Credit Documents; (iii) the delivery, to the extent not theretofore delivered, to the Agent of Uniform Commercial Code financing statements, or amendments thereto, executed by the Borrower and its Subsidiaries as to the Collateral granted by the Borrower and its Subsidiaries for all jurisdictions as may be necessary or desirable to perfect the Agentthereby perfecting Pall's security interest in such Collateral; Deposit Accounts and Securities Accounts (ivsuch agreements referred to collectively as the "Control Agreements"). Schedule 5.08(c) evidence reasonably satisfactory to this Agreement sets forth a full and complete list of all Deposit Accounts and Securities Accounts maintained by Vitex (including the Agent that all other filings account number of each such account and the name and address of the financial institution at which it is held). Vitex shall, until the Release Date, promptly inform Pall, in writing, of any new Deposit Accounts or Securities Accounts opened by Vitex (including, without limitation,including the account number of each account and the name and address of the financial institution at which it is held) or any Deposit Accounts or Securities Accounts set forth on Schedule 5.08(c) which Vitex has closed.

Perfection of Security Interests. The Borrower and its Subsidiaries Loan Parties shall have taken or caused to be taken such actions in such a manner so that Administrative Agent, on behalf of Lenders, or the Agent Trustee, solely for the benefit of Administrative Agent, on behalf of Lenders, as the case may be, each has or maintains a valid and perfected first priority security interest (subject only to Liens permitted under subsection 7.2) in all Collateral (subject in which a Lien is purported to Liens consented to be granted by the Required Banks with respect to such Collateral and other Liens permitted by Section 8.01) encumbered or to be encumbered under the Credit Documents. Such actions shall include, without limitation: , the following: (i) the delivery, receipt by Administrative Agent of evidence satisfactory to it that amendments ("Mortgage Amendments") to each Mortgage heretofore executed and delivered with respect to the extent not theretofore deliveredLouisiana Facilities, pursuant to the applicable Credit Documents by Illinois Facilities and the Borrower Louisiana Hotel Facilities (such Mortgages being the "Existing Mortgages") have been executed and its Subsidiaries of such certificates (which certificates shall acknowledged and will be registered recorded in the name of the Agent or properly endorsed in blank for transfer or accompanied by irrevocable undated stock powers duly endorsed in blank, all in form and substance satisfactory to the Agent) representing all of the capital stock required to be pledged pursuant to the Credit Documents; (ii) the delivery, to the extent not theretofore delivered, pursuant to the applicable Credit Documents by the Borrower and its Subsidiaries of such promissory notes (which promissory notes shall be endorsed to the order of the Agent, all in form and substance satisfactory to the Agent) representing all of the pledged debt required to be pledged pursuant to the Credit Documents; (iii) the delivery, to the extent not theretofore delivered, to the Agent of Uniform Commercial Code financing statements, or amendments thereto, executed by the Borrower and its Subsidiaries as to the Collateral granted by the Borrower and its Subsidiaries for all jurisdictions as may be necessary or or, in the opinion of Administrative Agent, desirable to perfect effectively create or maintain in effect valid and perfected Liens (subject only to Liens permitted under subsection 7.2) created by the Agent's security interest in Existing Mortgages securing the Obligations, as such Collateral; and Obligations have been amended or modified by this Agreement; (ivii) the receipt by Administrative Agent of evidence reasonably satisfactory to it that amendments ("Ship Mortgage Amendments") to each Ship Mortgage heretofore executed and delivered with respect to the Louisiana Ships and the Illinois Ships (such Ship Mortgages being the "Existing Ship Mortgages") have been executed and acknowledged and will be recorded in all jurisdictions as may be necessary or, in the opinion of Administrative Agent, desirable to effectively create or maintain in effect valid and perfected Liens (subject only to Liens permitted under subsection 7.2) created by the Existing Ship Mortgages securing the Obligations, as such Obligations have been amended or modified by this Agreement; and (iii) the receipt by Administrative Agent of evidence satisfactory to it that all other filings filings, recordings and other actions Administrative Agent deems necessary or advisable to establish, preserve and perfect the first priority Liens (subject only to Liens permitted under subsection 7.2) granted to Administrative Agent in the Collateral (including, without limitation,, Collateral subject to the Lien of any Collateral Document executed and delivered pursuant to the Existing Credit Agreement) shall have been made.

Perfection of Security Interests. The Borrower (a) Each DIP Loan Party hereby irrevocably authorizes the Agent and its Subsidiaries shall have taken or caused to be taken such actions in such a manner so that the Agent has or maintains a valid and perfected first priority security interest in all Collateral (subject to Liens consented to by the Required Banks with respect to such Collateral Affiliates, counsel, and other Liens permitted by Section 8.01) encumbered or representatives, at any time and from time to be encumbered under the Credit Documents. Such actions shall include, without limitation: (i) the deliverytime, to the extent not theretofore delivered, pursuant to the applicable Credit Documents by the Borrower and its Subsidiaries of such certificates (which certificates shall be registered file in the name of such DIP Loan Party or otherwise and without separate authorization or authentication of such DIP Loan Party appearing thereon, such UCC financing statements or continuation statements as the Required DIP Lenders may reasonably deem necessary or reasonably appropriate to further perfect or maintain the perfection of the DIP Liens, and such financing statements and amendments may describe the DIP Collateral covered thereby as “all of the debtor's personal property and assets” or words to similar effect, whether now owned or hereafter acquired, notwithstanding that such description may be broader in scope than the DIP Collateral described in this Agreement. Without limiting the generality of the foregoing, nothing herein shall require the Agent to file financing statements or continuation statements, or be responsible for maintaining the security interests purported to be created as described herein (except for the safe custody of any DIP Collateral in its possession and the accounting for moneys actually received by it hereunder or under the other DIP Loan Documents) and such responsibility shall be solely that of the DIP Loan Parties. (b) Each DIP Loan Party hereby also authorizes the Agent and its Affiliates, counsel, and other representatives, at any time and from time to time, to execute and file any and all agreements, instruments, documents and papers as the Agent may reasonably request to evidence the DIP Lien of the Agent in any Patent, Trademark or Copyright application, any resulting Patent, Trademark or Copyright and the goodwill or Accounts and General Intangibles of such DIP Loan Party relating thereto or represented thereby. Each DIP Loan Party agrees that, except to the extent that any filing office requires otherwise, any reproduction of this Agreement or of a financing statement is sufficient as a financing statement. The DIP Loan Parties shall pay the costs of, or incidental to, any recording or filing of any financing or continuation statements or other assignment documents concerning the DIP Collateral. (c) The DIP Liens are granted as security only and shall not subject the Agent or properly endorsed any DIP Lender to, or in blank for transfer any way alter or accompanied by irrevocable undated stock powers duly endorsed modify, any obligation or liability of any DIP Loan Party with respect to or arising out of the DIP Collateral. (d) Notwithstanding anything herein or in blank, all in form and substance satisfactory any other DIP Loan Document to the Agent) representing all contrary, or any failure on the part of any DIP Loan Party or the Agent to take any of the capital stock required actions set forth in such subsections, the DIP Liens and security interests granted herein shall be and are valid, enforceable, and perfected by entry of the Interim Order and the Final Order, as applicable. No financing statement, notice of lien, mortgage, deed of trust, or similar instrument of any kind whatsoever, in any jurisdiction or filing office or otherwise, need be filed or any other action taken in order to be pledged validate and perfect the DIP Liens and security interests granted by or pursuant to this Agreement and the Credit Documents; (ii) Interim Order or the deliveryFinal Order, to the extent not theretofore delivered, pursuant to the applicable Credit Documents by the Borrower and its Subsidiaries of such promissory notes (which promissory notes shall be endorsed to the order of the Agent, all in form and substance satisfactory to the Agent) representing all of the pledged debt required to be pledged pursuant to the Credit Documents; (iii) the delivery, to the extent not theretofore delivered, to the Agent of Uniform Commercial Code financing statements, or amendments thereto, executed by the Borrower and its Subsidiaries as to the Collateral granted by the Borrower and its Subsidiaries for all jurisdictions as may be necessary or desirable to perfect the Agent's security interest in such Collateral; and (iv) evidence reasonably satisfactory to the Agent that all other filings (including, without limitation,applicable.

Perfection of Security Interests. The Holding and Borrower and its Subsidiaries shall have taken or caused to be taken such actions in such a manner so that the Collateral Agent has or maintains a valid and perfected first priority security interest in all the entire Collateral (subject to Liens consented to by the Required Banks Collateral Agent and Requisite Lenders with respect to such Collateral Collateral, junior Permitted Encumbrances and other Liens permitted by Section 8.01subsection 6.2) encumbered or to be encumbered under granted by the Credit Collateral Documents. Such actions shall include, without limitation: (i) the delivery, to the extent not theretofore delivered, delivery pursuant to the applicable Credit Collateral Documents by the Holding and Borrower and its Subsidiaries of such certificates (which certificates shall be registered in the name of the Collateral Agent or properly endorsed in blank for transfer or accompanied by irrevocable undated stock powers duly endorsed in blank, all in form and substance satisfactory to the Collateral Agent) and promissory notes representing all of the capital stock and other instruments required to be pledged pursuant to the Credit Collateral Documents; , (ii) the delivery, delivery to the extent not theretofore delivered, pursuant to the applicable Credit Documents by the Borrower and its Subsidiaries of such promissory notes (which promissory notes shall be endorsed to the order of the Agent, all in form and substance satisfactory to the Agent) representing all of the pledged debt required to be pledged pursuant to the Credit Documents; (iii) the delivery, to the extent not theretofore delivered, to the Collateral Agent of Uniform Commercial Code financing statements, or amendments thereto, executed by the Holding and Borrower and its Subsidiaries as to the Collateral granted by the Holding and Borrower and its Subsidiaries for all jurisdictions as may be necessary or desirable to perfect the Collateral Agent's security interest in such Collateralcollateral, (iii) the filing with the United States Patent and Trademark Office with respect to the trademarks and patents of the Loan Parties; and (iv) evidence reasonably satisfactory to the Collateral Agent that all other filings filings, recordings and other actions Collateral Agent deems necessary or advisable to establish, preserve and perfect the first priority Liens (includingsubject to Liens permitted consented to by Agent and Requisite Lenders with respect to such Collateral) granted to Collateral Agent in real, without limitation,personal and mixed property shall have been made.

Perfection of Security Interests. The Borrower and its Subsidiaries Company shall have taken or caused to be taken such actions in such a manner so that the Agent has or maintains Lenders have a valid and perfected first priority security interest in all the entire Collateral with respect to which a security interest can be perfected by the filing of UCC financing statements (other than real estate and motor vehicles) (subject to Liens consented to in writing by the Required Banks Requisite Lenders with respect to such Collateral and other Liens permitted by Section 8.01subsection 6.2) encumbered or to be encumbered under granted by the Credit Collateral Documents. Such actions shall include, without limitation: (i) the delivery, delivery to the extent not theretofore delivered, pursuant to the applicable Credit Documents by the Borrower and its Subsidiaries Lenders of such certificates (which certificates shall be registered in the name of the Agent or properly endorsed in blank for transfer or accompanied by irrevocable undated stock powers duly endorsed in blank, all in form and substance satisfactory to the Agent) representing all of the capital stock required to be pledged pursuant to the Credit Documents; (ii) the delivery, to the extent not theretofore delivered, pursuant to the applicable Credit Documents by the Borrower and its Subsidiaries of such promissory notes (which promissory notes shall be endorsed to the order of the Agent, all in form and substance satisfactory to the Agent) representing all of the pledged debt required to be pledged pursuant to the Credit Documents; (iii) the delivery, to the extent not theretofore delivered, to the Agent of Uniform Commercial Code UCC financing statements, or amendments thereto, executed by the Borrower and its Subsidiaries applicable Loan Parties as to the Collateral granted by the Borrower and its Subsidiaries such Loan Parties for all jurisdictions as may be necessary or desirable to perfect the Agent's Lenders' security interest in such Collateral; and (ivii) evidence reasonably satisfactory to the Agent Lenders that all other filings (including, without limitation,, UCC termination statements), recordings and other actions Lenders deems necessary or advisable to establish, preserve and perfect the first priority Liens (subject to Liens permitted by subsection 6.2 with respect to such Collateral) granted to Lenders in personal and mixed property shall have been made and (iii) delivery of certified copies of Requests for Information (Form UCC-11), tax lien, judgment lien, bankruptcy and pending lawsuit searches or equivalent reports or lien search reports, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any of the property of any Loan Party is located, the state and county jurisdictions in which any Loan Party's principal place of business is located, and the state and county jurisdictions in which any Loan Party is organized or resides or has a place of business, none of which encumber the Collateral covered or intended to be covered by the Loan Documents.

Perfection of Security Interests. The (a) Prior to the date the initial Advance is made, or the initial Letter of Credit is issued under the Credit Agreement, and thereafter upon each acquisition of any Pledged Securities and each investment or reinvestment of funds deposited in the Collateral Account pursuant to Section 7 of this Pledge Agreement, the Borrower and its Subsidiaries shall have taken (i) deliver or caused cause to be taken delivered to the Bank all previously undelivered certificates and instruments evidencing Pledged Securities other than Pledged Securities which have been deposited in an Approved Depositary and (ii) give all notices and take such actions in such a manner so that other action as may be necessary to perfect the Agent has or maintains a valid and perfected first priority Bank's security interest in all Collateral any Pledged Securities which have been deposited with an Approved Depositary. (subject b) All Pledged Securities other than Pledged Securities which have been deposited with an Approved Depositary shall be delivered to Liens consented to the Bank in suitable form for transfer by the Required Banks with respect to such Collateral and other Liens permitted by Section 8.01) encumbered or to be encumbered under the Credit Documents. Such actions shall include, without limitation: (i) the delivery, to the extent not theretofore delivered, pursuant to the applicable Credit Documents by the Borrower and its Subsidiaries of such certificates (which certificates or shall be registered in the name accompanied by duly executed instruments of the Agent or properly endorsed in blank for transfer or accompanied by irrevocable undated stock powers duly endorsed assignment in blank, with signatures appropriately guaranteed, and accompanied in each case by any required transfer tax stamps, all in form and substance satisfactory to the Agent) representing all of the capital stock required to be pledged pursuant to the Credit Documents; (ii) the delivery, to the extent not theretofore delivered, pursuant to the applicable Credit Documents by the Borrower and its Subsidiaries of such promissory notes (which promissory notes shall be endorsed to the order of the Agent, all in form and substance satisfactory to the Agent) representing all of the pledged debt required to be pledged pursuant to the Credit Documents; (iii) the delivery, to the extent not theretofore delivered, to the Agent of Uniform Commercial Code financing statements, or amendments thereto, executed by the Borrower and its Subsidiaries as to the Collateral granted by the Borrower and its Subsidiaries for all jurisdictions as may be necessary or desirable to perfect the Agent's security interest in such Collateral; and (iv) evidence reasonably satisfactory to the Agent Bank. (c) The Borrower shall cause each Approved Depositary to make appropriate entries to the Bank's account on the books of such Approved Depositary to reflect the transfer of all Pledged Securities which have been deposited with such Approved Depositary to the Bank and to deliver to the Bank a written confirmation of the book-entry transfer of such Pledged Securities into such account, to be held as Collateral under this Pledge Agreement. (d) Promptly following the Borrower's acquisition of any Pledged Security which constitutes an "uncertificated security" as defined in the UCC, the Borrower and the Bank will effect such modifications to this Pledge Agreement as the Bank in its discretion deems necessary or appropriate to ensure that the security interests with respect to such portion of the Collateral are protected to substantially the same extent as provided for herein with respect to other Pledged Securities and the Borrower shall provide evidence satisfactory to the Bank of compliance by the Borrower with Section 5 hereof with respect to such portion of the Collateral. (e) The Borrower shall notify the issuer of each of the Pledged Securities of the Lien on the Pledged Securities provided hereby and shall cause such issuer, within ten Business Days of the date of such notice from the Borrower, to send written notice to the Bank acknowledging such Lien and expressly agreeing to remit any and all dividends and distributions on account of the Pledged Securities of such issuer (other than cash dividends) remitted after the date of this Pledge Agreement directly to the Bank, and, upon receipt by such issuer of any notice from the Bank that a Default has occurred and is continuing, to remit all cash dividends and any and all other filings (including, without limitation,distributions on account of the Pledged Securities directly to the Bank.

Perfection of Security Interests. The Borrower To the extent not otherwise provided as of the Effective Date: (a) subject to the following clause (b), the Company shall, no later than the Closing Date, in order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid, perfected First Priority security interest in the personal property Collateral, provide to the Collateral Agent: (i) evidence satisfactory to Collateral Agent of the compliance by each Credit Party of their obligations under the Pledge and its Subsidiaries Security Agreement and the other Collateral Documents (including, without limitation, their obligations to execute and deliver UCC financing statements, originals of securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein), including, without limitation, delivery of the items set forth on Schedule 5.19; (ii) opinions of counsel (which counsel shall be reasonably satisfactory to Collateral Agent) with respect to the creation and perfection of the security interests in favor of Collateral Agent in such Collateral and such other matters governed by the laws of each jurisdiction in which any Credit Party or any personal property Collateral is located as Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to Collateral Agent; and (iii) evidence that each Credit Party shall have taken or caused to be taken such actions any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including without limitation, (x) a Landlord Personal Property Collateral Access Agreement executed by the landlord of any Leasehold Property and by the applicable Credit Party and (y) any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(b)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by Collateral Agent. (b) the Company shall, as soon as reasonably practicable but in such a manner so that no event later than 30 days after the Closing Date, deliver to the Collateral Agent has executed copies of all documentation (including, with respect to each of X-Rite GmbH and X-Rite Asia Pacific Ltd., security agreements or maintains a valid similar instruments governed by the laws of the jurisdiction of formation of each of X-Rite GmbH and perfected first priority X-Rite Asia Pacific Ltd.) necessary to perfect the Collateral Agent’s security interest in all 65% of the Capital Stock of each such Foreign Subsidiary (including stock certificates representing 65% of such voting stock, if the Foreign Subsidiary issues stock certificates), including without limitation, delivery of the items set forth on Schedule 5.19; and (c) the Company shall, as soon as reasonably practicable but in no event later than 60 days after the Closing Date, in order to create in favor of Collateral (Agent, for the benefit of Secured Parties, a valid and, subject to Liens consented any filing and/or recording referred to by herein, perfected First Priority security interest in certain Real Estate Assets, Collateral Agent shall have received from Company and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Real Estate Asset listed in Schedule 5.19(c)(i) (each, a “Closing Date Mortgaged Property”), including, without limitation, delivery of the Required Banks items set forth on Schedule 5.19 (excluding, for the avoidance of doubt, any mortgage in respect of the Existing Headquarters Asset); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to Collateral Agent) in each state in which an Closing Date Mortgaged Property is located with respect to such Collateral and other Liens permitted by Section 8.01the enforceability of the form(s) encumbered or of Mortgages to be encumbered under the Credit Documents. Such actions shall includerecorded in such state and such other matters as Collateral Agent may reasonably request, without limitation: (i) the delivery, to the extent not theretofore delivered, pursuant to the applicable Credit Documents by the Borrower and its Subsidiaries of such certificates (which certificates shall be registered in the name of the Agent or properly endorsed in blank for transfer or accompanied by irrevocable undated stock powers duly endorsed in blank, all each case in form and substance reasonably satisfactory to the Collateral Agent) representing all , including, without limitation, delivery of the capital stock required items set forth on Schedule 5.19; (iii) in the case of each Leasehold Property (it being understood and agreed that no Leasehold Properties, as of the date hereof, shall constitute Closing Date Mortgaged Properties), (1) a Landlord Consent and Estoppel and (2) evidence that such Leasehold Property is a Recorded Leasehold Interest; (iv) (a) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to be pledged pursuant Collateral Agent with respect to each Closing Date Mortgaged Property (each, a “Title Policy”), in amounts not less than the fair market value of each Closing Date Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty days prior to the Credit Documents; (ii) the deliveryClosing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, to the extent not theretofore delivered, pursuant to the applicable Credit Documents by the Borrower and its Subsidiaries of such promissory notes (which promissory notes shall be endorsed to the order of the Agent, all each in form and substance satisfactory to the Agent) representing all of the pledged debt required to be pledged pursuant to the Credit Documents; (iii) the delivery, to the extent not theretofore delivered, to the Agent of Uniform Commercial Code financing statements, or amendments thereto, executed by the Borrower and its Subsidiaries as to the Collateral granted by the Borrower and its Subsidiaries for all jurisdictions as may be necessary or desirable to perfect the Agent's security interest in such Collateral; and (iv) evidence reasonably satisfactory to the Collateral Agent and (B) evidence satisfactory to Collateral Agent that such Credit Party has paid to the title company or to the appropriate governmental authorities all expenses and premiums of the title company and all other filings sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Closing Date Mortgaged Property in the appropriate real estate records, including, without limitation,, delivery of the items set forth on Schedule 5.19; (v) evidence of flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors, in form and substance reasonably satisfactory to Collateral Agent; and (vi) ALTA surveys of all Closing Date Mortgaged Properties which are not Leasehold Properties, certified to Collateral Agent and dated not more than thirty days prior to the Closing Date, including, without limitation, delivery of the items set forth on Schedule 5.19.

Perfection of Security Interests. The Borrower Administrative Agent and the Lenders hereby appoint U.S. Bank, in its Subsidiaries shall have taken or caused to be taken such actions in such capacity as Trustee hereunder, as their agent for the purposes of perfection of a manner so that the Agent has or maintains a valid and perfected first priority security interest in all the Collateral (Debt Obligations. U.S. Bank, in its capacity as Trustee hereunder, hereby accepts such appointment and agrees to perform the express duties set forth in this Section 7.15 and subject to Liens consented the provisions hereof. (i) Each of the Administrative Agent and each other Secured Party further authorizes the Trustee to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Transaction Documents as are expressly delegated to the Trustee by the Required Banks terms hereof and thereof, together with respect such powers as are reasonably incidental thereto. In furtherance, and without limiting the generality of the foregoing, each Secured Party hereby appoints the Trustee as its agent to such Collateral execute and other Liens permitted deliver all further instruments and documents, and take all further action that the Administrative Agent deems necessary or desirable in order to perfect, protect or more fully evidence the security interests granted by Section 8.01) encumbered the Borrower hereunder, or to be encumbered under the Credit Documents. Such actions shall includeenable any of them to exercise or enforce any of their respective rights hereunder, including, without limitation: (i) , the delivery, to the extent not theretofore delivered, pursuant to the applicable Credit Documents execution by the Borrower and its Subsidiaries Trustee as secured party/assignee of such certificates (which certificates shall be registered in the name of the Agent financing or properly endorsed in blank for transfer or accompanied by irrevocable undated stock powers duly endorsed in blank, all in form and substance satisfactory to the Agent) representing all of the capital stock required to be pledged pursuant to the Credit Documents; (ii) the delivery, to the extent not theretofore delivered, pursuant to the applicable Credit Documents by the Borrower and its Subsidiaries of such promissory notes (which promissory notes shall be endorsed to the order of the Agent, all in form and substance satisfactory to the Agent) representing all of the pledged debt required to be pledged pursuant to the Credit Documents; (iii) the delivery, to the extent not theretofore delivered, to the Agent of Uniform Commercial Code financing continuation statements, or amendments theretothereto or assignments thereof, executed by the Borrower and its Subsidiaries as relative to all or any of the Collateral granted by the Borrower Debt Obligations now existing or hereafter arising, and its Subsidiaries for all jurisdictions such other instruments or notices, as may be necessary or desirable appropriate for the purposes stated hereinabove. Nothing in this Section 7.15(j) shall be deemed to perfect relieve the Agent's security Borrower of its obligation to protect the interest of the Trustee (for the benefit of the Secured Parties) in such the Collateral; , including to file financing and continuation statements in respect of the Collateral in accordance with this Agreement. (ivii) evidence reasonably satisfactory With respect to other actions which are incidental to the actions specifically delegated to the Trustee hereunder, the Trustee shall not be required to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in acting or refraining from acting) upon the direction of the Administrative Agent; provided that the Trustee shall not be required to take any action hereunder at the request of the Administrative Agent, any Secured Parties or otherwise if the taking of such action, in the reasonable determination of the Trustee, (x) shall be in violation of any Applicable Law or contrary to any provisions of this Agreement or (y) shall expose the Trustee to liability hereunder or otherwise (unless it has received indemnity which it reasonably deems to be satisfactory with respect thereto). In the event the Trustee requests the consent of the Administrative Agent and the Trustee does not receive a consent (either positive or negative) from the Administrative Agent with 10 Business Days of its receipt of such request, then the Administrative Agent shall be deemed to have declined to consent to the relevant action. (iii) Except as expressly provided herein, the Trustee shall not be under any duty or obligation to take any affirmative action to exercise or enforce any power, right or remedy available to it under this Agreement or any of the Collateral Debt Obligation Documents (i) unless and until (and to the extent) expressly so directed by the Administrative Agent or (ii) prior to the occurrence of the Maturity Date, the Servicer (and upon such occurrence, the Trustee shall act in accordance with the written instructions of the Administrative Agent pursuant to Section 7.15(j)(i)). The Trustee shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction of any Secured Party, to the extent that all other filings (includingthis Agreement provides such Secured Party the right to so direct the Trustee or the Administrative Agent. The Trustee shall not be deemed to have notice or knowledge of any matter hereunder, without limitation,including an Event of Default or Servicer Termination Event, unless a Responsible Officer of the Trustee has actual knowledge of such matter or written notice thereof is received by the Trustee.

Perfection of Security Interests. The Borrower and its Subsidiaries shall have taken or caused to be taken such actions in such a manner so that the Agent has or maintains a valid and perfected first priority security interest in all Collateral (subject to Liens consented to by the Required Banks Lenders with respect to such Collateral and other Liens permitted by Section 8.01) encumbered or to be encumbered under the Credit Documents. Such actions shall include, without limitation: (i) the delivery, to the extent not theretofore delivered, pursuant to the applicable Credit Documents by the Borrower and its Subsidiaries of such certificates (which certificates shall be registered in the name of the Agent or properly endorsed in blank for transfer or accompanied by irrevocable undated stock powers duly endorsed in blank, all in form and substance satisfactory to the Agent) representing all of the capital stock required to be pledged pursuant to the Credit Documents; (ii) the delivery, to the extent not theretofore delivered, pursuant to the applicable Credit Documents by the Borrower and its Subsidiaries of such promissory notes (which promissory notes shall be endorsed to the order of the Agent, all in form and substance satisfactory to the Agent) representing all of the pledged debt required to be pledged pursuant to the Credit Documents; (iii) the delivery, to the extent not theretofore delivered, to the Agent of Uniform Commercial Code financing statements, or amendments thereto, executed by the Borrower and its Subsidiaries as to the Collateral granted by the Borrower and its Subsidiaries for all jurisdictions as may be necessary or desirable to perfect the Agent's security interest in such Collateral; and (iv) evidence reasonably satisfactory to the Agent that all other filings (including, without limitation,, filings with the United States Patent and Trademark Office), recordings and other actions the Agent deems necessary or advisable to establish, preserve and perfect the first priority Liens (subject to Liens permitted under this Agreement or consented to by the Required Lenders with respect to such Collateral) granted to the Agent in personal and mixed property and the Real Estate shall have been made.

Perfection of Security Interests. The Each of Borrower and its Subsidiaries the Parent Guarantors authorizes, and shall have taken or caused cause each of the other Credit Parties (other than the Excluded Subsidiaries) from time to be taken time party to any Collateral Documents to authorize, Bank to file at any time financing statements, continuation statements and amendments thereto that describe the Collateral and to describe the Collateral as all assets of each such actions in such a manner so that Credit Party of the Agent has or maintains a valid kind pledged under the Collateral Documents and perfected first priority security interest in all Collateral (subject to Liens consented to which contain any other information required by the Required Banks with respect Code for the sufficiency of filing office acceptance of any financing statement, continuation statement or amendment, including whether such Credit Party is an organization, the type of organization and any organizational identification number issued to such Credit Party, if applicable. Any such financing statements may be signed by Bank on behalf of each such Credit Party, as provided in the Code, and may be filed at any time in any [†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION jurisdiction. Borrower shall from time to time execute and deliver, and shall cause each of the other Credit Parties (other than the Excluded Subsidiaries) from time to time party to any Collateral Documents to execute and deliver, to Bank, at the request of Bank, all Negotiable Collateral and other documents that Bank may reasonably request, in form reasonably satisfactory to Bank, to perfect and continue perfected Bank’s security interests and Liens permitted by Section 8.01) encumbered or in the Collateral and in order to be encumbered consummate fully all of the transactions contemplated under the Credit Loan Documents. Such actions Each Credit Party shall includehave possession of its property and assets constituting Collateral, without limitation: except for (i) property and assets which by their nature are mobile; or (ii) where expressly otherwise provided in the delivery, Loan Documents or where Bank chooses to perfect its security interests by possession in addition to the extent not theretofore deliveredfiling of a financing statement. Where Collateral having a fair market value in excess of $100,000 in the aggregate is in possession of one or more third-party bailees, pursuant Borrower: (a) shall give Bank prompt written notice thereof identifying the names and addresses of the third-party bailees and briefly describing the Collateral in the possession of the third-party bailees; and (b) shall, and shall cause each of the other Credit Parties (other than the Excluded Subsidiaries) from time to the applicable Credit time party to any Collateral Documents to, promptly take steps as reasonably requested by the Borrower and its Subsidiaries Bank to permit Bank to obtain from each of such certificates (which certificates shall be registered in the name of the Agent or properly endorsed in blank for transfer or accompanied by irrevocable undated stock powers duly endorsed in blankthird-party bailees an acknowledgment, all in form and substance reasonably satisfactory to Bank, that such bailee holds such Collateral for the Agent) representing all benefit of Bank. Each of Borrower and the Parent Guarantors shall, and shall cause each of the capital stock required other Credit Parties from time to be pledged pursuant time party to any Collateral Documents to promptly take steps as reasonably requested by Bank to permit Bank to obtain “control” of any Collateral consisting of investment property, letter-of-credit rights or electronic chattel paper (as such items and the Credit Documents; (ii) the delivery, to the extent not theretofore delivered, pursuant to the applicable Credit Documents by the Borrower and its Subsidiaries of such promissory notes (which promissory notes shall be endorsed to the order term “control” are defined in Revised Article 9 of the Agent, all Code) by causing the securities intermediary or issuing bank to execute a control agreement in form and substance reasonably satisfactory to Bank. None of Borrower or the Agent) representing all Parent Guarantors shall, and nor shall they cause or permit any of the pledged debt required other Credit Parties to, create any chattel paper (other than those Capital Leases under which such Credit Party is the lessee) without placing a legend on the chattel paper reasonably acceptable to be pledged pursuant to the Credit Documents; (iii) the delivery, to the extent not theretofore delivered, to the Agent of Uniform Commercial Code financing statements, or amendments thereto, executed by the Borrower and its Subsidiaries as to the Collateral granted by the Borrower and its Subsidiaries for all jurisdictions as may be necessary or desirable to perfect the Agent's Bank indicating that Bank has a security interest in such Collateral; and (iv) evidence reasonably satisfactory to the Agent that all other filings (including, without limitation,chattel paper.

Perfection of Security Interests. The Borrower ▇▇▇▇ its books and records (and shall cause the issuer of the Pledged Capital Stock of such Pledgor to ▇▇▇▇ its Subsidiaries shall have taken or caused books and records) to be taken such actions in such a manner so that reflect the Agent has or maintains a valid and perfected first priority security interest in all Collateral (subject granted to Liens consented the Administrative Agent, for the benefit of the Secured Parties, pursuant to by this Pledge Agreement. To the Required Banks with respect to such Collateral and other Liens extent permitted by Section 8.01applicable law, each Pledgor hereby authorizes the Administrative Agent to prepare and file such financing statements (including continuation statements) encumbered or amendments thereof or supplements thereto or other instruments as the Administrative Agent may from time to be encumbered under time deem necessary or appropriate in order to perfect and maintain the Credit Documents. Such actions shall includesecurity interests granted hereunder in accordance with the UCC, including, without limitation: , any financing statement that describes the Pledged Collateral as “all personal property” or “all assets” of such Pledgor or that describes the Pledged Collateral in some other manner as the Administrative Agent deems necessary or advisable. Each Pledgor hereby agrees that a carbon, photographic or other reproduction of this Pledge Agreement or any such financing statement is sufficient for filing as a financing statement by the Administrative Agent without notice thereof to such Pledgor wherever the Administrative Agent may reasonably determine is appropriate. Each Pledgor shall also execute and deliver to the Administrative Agent and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may reasonably request) and do all such other things as the Administrative Agent may reasonably deem necessary or appropriate (i) the delivery, to assure to the extent not theretofore deliveredAdministrative Agent its security interests hereunder are perfected, pursuant including such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the applicable Credit Documents by security interests granted hereunder in accordance with the Borrower UCC and any other personal property security legislation in the appropriate jurisdictions, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its Subsidiaries of rights and interests hereunder. To that end, each Pledgor hereby irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other person whom the Administrative Agent may designate, as such certificates (which certificates shall be registered Pledgor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Pledgor any notices or any similar documents which in the Agent Administrative Agent’s reasonable discretion would be necessary or properly endorsed appropriate in blank for transfer order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as any of the Pledgor Obligations remain outstanding (other than contingent indemnity or accompanied by irrevocable undated stock powers duly endorsed reimbursement obligations) or any Credit Document or Secured Hedging Agreement is in blankeffect, all in form and substance satisfactory to the Agent) representing until all of the capital stock required Commitments shall have terminated. In the event for any reason the law of any jurisdiction other than North Carolina becomes or is applicable to be pledged the Pledged Collateral of any Pledgor or any part thereof, or to any of the Pledgor Obligations, such Pledgor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent reasonably deems necessary or appropriate to preserve, protect and enforce the security interests of the Administrative Agent under the law of such other jurisdiction (and, if any Pledgor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent may execute any and all such requested documents on behalf of such Pledgor pursuant to the Credit Documents; (ii) the delivery, to the extent not theretofore delivered, pursuant to the applicable Credit Documents by the Borrower and its Subsidiaries power of such promissory notes (which promissory notes shall be endorsed to the order of the Agent, all in form and substance satisfactory to the Agent) representing all of the pledged debt required to be pledged pursuant to the Credit Documents; (iii) the delivery, to the extent not theretofore delivered, to the Agent of Uniform Commercial Code financing statements, or amendments thereto, executed by the Borrower and its Subsidiaries as to the Collateral attorney granted by the Borrower and its Subsidiaries for all jurisdictions as may be necessary or desirable to perfect the Agent's security interest in such Collateral; and (iv) evidence reasonably satisfactory to the Agent that all other filings (including, without limitation,hereinabove).

Perfection of Security Interests. The Borrower and its Subsidiaries Company shall have taken or caused to be taken such actions in such a manner so that the Collateral Agent has or maintains a valid and perfected first priority Second Priority security interest in all the Collateral (subject of each Loan Party in which a security interest can be granted and perfected under the UCC or other Applicable Law to Liens consented to the extent required by the Required Banks with respect to such Collateral and other Liens permitted by Section 8.01) encumbered or to be encumbered under the Credit DocumentsSecond Lien Security Agreement. Such actions shall include, without limitation: (i) the delivery, delivery to the extent not theretofore delivered, First Lien Collateral Agent pursuant to the applicable collateral documents entered into in connection with the First Lien Credit Documents by the Borrower and its Subsidiaries Agreement of (a) such certificates or other instruments (each of which certificates shall be registered in the name of the Collateral Agent or properly endorsed in blank for transfer or accompanied by irrevocable undated stock or equivalent powers duly endorsed in blank, all in form and substance reasonably satisfactory to the Collateral Agent) representing all of the capital stock shares or other interests of Capital Stock required to be pledged pursuant to the Credit DocumentsCollateral Documents identified on Schedule 4.1F, and (b) all promissory notes or other instruments (duly endorsed, where appropriate, in a manner reasonable satisfactory to the Collateral Agent) evidencing any Collateral; (ii) the delivery, delivery to the extent not theretofore deliveredCollateral Agent of (a) the results of a recent search, pursuant to the applicable Credit Documents by the Borrower and its Subsidiaries of such promissory notes (which promissory notes shall be endorsed to the order of the Agent, all in form and substance a Person reasonably satisfactory to the Collateral Agent, of all effective UCC financing statements and fixture filings and all judgment and tax lien filings which may have been made with respect to any personal or mixed property of any Loan Party, together with copies of all such filings disclosed by such search and (b) representing all UCC financing statements the recordation of the pledged debt required to be pledged pursuant to the Credit Documents; (iii) the delivery, to the extent not theretofore delivered, to the Agent of Uniform Commercial Code financing statements, or amendments thereto, executed which has been authorized by the Borrower and its Subsidiaries applicable Loan Parties as to the all such Collateral granted by the Borrower and its Subsidiaries such Loan Parties for all jurisdictions as may be necessary or desirable to perfect the Collateral Agent's ’s security interest in such Collateral; and (iviii) the delivery to the Collateral Agent of evidence reasonably satisfactory to the Collateral Agent that all other filings (including, without limitation,, UCC termination statements and releases and filings with the PTO and the United States Copyright Office with respect to Intellectual Property of the Loan Parties), recordings and other actions the Collateral Agent deems necessary or advisable to establish, preserve and perfect the Second Priority Liens granted to the Collateral Agent in Collateral constituting personal (both tangible and intangible) and mixed property shall have been made.

Perfection of Security Interests. The Borrower (a) Prior to the initial Credit Event under the Credit Agreement or any other Loan Document, and its Subsidiaries thereafter upon the pledge of any Additional Security by Valhi Holding and upon each investment or reinvestment of funds deposited in the Collateral Account pursuant to Section 7 of this Pledge Agreement, Valhi Holding shall have taken (i) deliver or caused cause to be taken delivered to the Administrative Agent all previously undelivered certificates and instruments evidencing Pledged Shares, other than Pledged Shares that have been deposited in an Approved Depositary, and (ii) give all notices and take such actions in such a manner so that other action as may be necessary to perfect the Agent has or maintains a valid and perfected first priority Administrative Agent's security interest in all any Pledged Shares that have been deposited with an Approved Depositary, or any funds or investments in the Collateral Account. (subject b) All Pledged Shares, other than Pledged Shares that have been deposited with an Approved Depositary, shall be delivered to Liens consented to the Administrative Agent in suitable form for transfer by the Required Banks with respect to such Collateral and other Liens permitted by Section 8.01) encumbered or to be encumbered under the Credit Documents. Such actions shall include, without limitation: (i) the delivery, to the extent not theretofore delivered, pursuant to the applicable Credit Documents by the Borrower and its Subsidiaries of such certificates (which certificates or shall be registered in the name accompanied by duly executed instruments of the Agent or properly endorsed in blank for transfer or accompanied by irrevocable undated stock powers duly endorsed assignment in blank, with signatures appropriately guaranteed, and accompanied in each case by any required transfer tax stamps, all in form and substance satisfactory to the Administrative Agent. (c) representing Valhi Holding shall cause each Approved Depositary to make appropriate entries to the Administrative Agent's account on the books of such Approved Depositary to reflect the transfer of all Pledged Shares that have been deposited with such Approved Depositary to the Administrative Agent to be held as collateral under this Pledge Agreement, and to deliver to the Administrative Agent a written confirmation of the capital stock required book-entry transfer of such Pledged Shares into such account, to be pledged pursuant held as Collateral under this Pledge Agreement. (d) Valhi Holding shall notify TIMET of the security interest created hereby on the initial Pledged Shares and shall cause TIMET, within ten (10) Business Days of the date of this Pledge Agreement, to send written notice to the Administrative Agent acknowledging such security interest and expressly agreeing to remit any and all dividends and distributions on account of the Pledged Shares issued by TIMET (other than cash dividends) remitted after the date of this Pledge Agreement directly to the Administrative Agent at the Administrative Agent's address set forth in Schedule 15.7 to the Credit Documents; (ii) Agreement, and, upon receipt by TIMET of any notice from the deliveryAdministrative Agent that a Default or an Event of Default has occurred and is continuing under the Credit Agreement, to remit all cash dividends and any and all other distributions on account of the extent not theretofore delivered, pursuant Pledged Shares issued by TIMET directly to the applicable Credit Documents by Administrative Agent at the Borrower and its Subsidiaries same address (and, upon the Administrative Agent's receipt of any such promissory notes (which promissory notes shall be endorsed to cash dividends, the order of the Agent, all in form and substance satisfactory to the Agent) representing all of the pledged debt required to be pledged pursuant to the Credit Documents; (iii) the delivery, to the extent not theretofore delivered, to the Administrative Agent of Uniform Commercial Code financing statements, or amendments thereto, executed by the Borrower and its Subsidiaries as to will deposit such funds into the Collateral granted by the Borrower and its Subsidiaries for all jurisdictions as may be necessary or desirable to perfect the Agent's security interest in such Collateral; and (iv) evidence reasonably satisfactory to the Agent that all other filings (including, without limitation,Account).