Common use of Perfection of Security Interests Clause in Contracts

Perfection of Security Interests. For the limited purpose of perfecting the Liens in the Collateral of the Bank Agent and the Banks, the Tranche A Trustee and the Tranche A Holders and the Tranche B Trustee and the Tranche B Holders, the Collateral Agent agrees that it will (a) in the case of Possessory Collateral, subject to the provisions of this Section 3 and Section 4 hereof, take possession of and hold such Possessory Collateral as agent, as security for the Bank Agent, the Tranche A Trustee and the Tranche B Trustee and the respective holders of the Secured Obligations, and (b) in the case of Collateral consisting of cash, at the direction of the Bank Agent prior to the Bank Credit Facility Payment Date and at the direction of the Trustees from and after such date (or from the date hereof until the effectiveness of a Bank Credit Facility), enter into such agreements as shall enable the Bank Agent or the Tranche A Trustee and the Tranche B Trustee to have "control" over such Collateral (within the meaning of the applicable provisions of the Uniform Commercial Code), but with such control on the part of the Tranche A Trustee and the Tranche B Trustee being subject and subordinate to the control and rights of the Bank Agent and the Banks in such Collateral under the Bank Credit Facility. In that connection, it is understood and agreed that (i) neither the Collateral Agent, the Bank Agent or any of the Banks or the Trustees or any of the Holders makes any representation as to the value of the Collateral or any part thereof, or as to the security afforded by this Agreement or the Collateral Documents or as to the validity, execution, enforceability, legality or sufficiency of this Agreement or the Collateral Documents or of the Secured Obligations, and none of the Collateral Agent, the Bank Agent or the Banks or the Trustees or any of the Holders shall incur any liability or responsibility in respect of any such matters and (ii) none of them shall be required to ascertain or inquire as to the performance by the Company of any of the covenants or agreements contained herein or in any such documents.

Perfection of Security Interests. For the limited purpose of perfecting the Liens in the Collateral of the Bank Agent and the Banks, the Tranche A Trustee and the Tranche A Holders and the Tranche B Trustee and the Tranche B Holders, the Collateral Agent agrees that it will (a) in the case of Possessory Collateral, subject to the provisions of this Section 3 and Section 4 hereof, take possession of and hold such Possessory Collateral as agent, as security for the Bank Agent, the Tranche A Trustee and the Tranche B Trustee and the respective holders of the Secured Obligations, and (b) in the case of Collateral consisting of cash, at the direction of the Bank Agent prior to the Bank Credit Facility Payment Date and at the direction of the Trustees from and after such date (or from the date hereof until the effectiveness of a Bank Credit Facility)date, enter into such agreements as shall enable the Bank Agent or the Tranche A Trustee and the Tranche B Trustee to have "control" over such Collateral (within the meaning of the applicable provisions of the Uniform Commercial Code), but with such control on the part of the Tranche A Trustee and the Tranche B Trustee being subject and subordinate to the control and rights of the Bank Agent and the Banks in such Collateral under the Bank Credit Facility. In that connection, it is understood and agreed that (i) neither the Collateral Agent, the Bank Agent or any of the Banks or the Trustees or any of the Holders makes any representation as to the value of the Collateral or any part thereof, or as to the security afforded by this Agreement or the Collateral Documents or as to the validity, execution, enforceability, legality or sufficiency of this Agreement or the Collateral Documents or of the Secured Obligations, and none of the Collateral Agent, the Bank Agent or the Banks or the Trustees or any of the Holders shall incur any liability or responsibility in respect of any such matters and (ii) none of them shall be required to ascertain or inquire as to the performance by the Company of any of the covenants or agreements contained herein or in any such documents.

Perfection of Security Interests. For the limited purpose of perfecting the Liens in the Collateral of the Bank The Administrative Agent and the BanksLenders hereby appoint U.S. Bank, in its capacity as Custodian hereunder, as their agent and custodian for the Tranche A Trustee and the Tranche A Holders and the Tranche B Trustee and the Tranche B Holders, the Collateral Agent agrees that it will (a) purposes of perfection of a security interest in the case of Possessory CollateralLoan Assets. U.S. Bank, in its capacity as Custodian hereunder, hereby accepts such appointment and agrees to perform only the express duties set forth in this Section 7.13 and subject to the provisions hereof. (i) Each of the Administrative Agent and each other Secured Party further authorizes the 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 Custodian by the terms hereof and thereof, 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 Custodian as its agent to execute and 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 the Borrower hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including the execution by the Custodian as secured party/assignee of such financing or continuation statements, or amendments thereto or assignments thereof, relative to all or any of the Loan Assets now existing or hereafter arising, and such other instruments or notices, as may be necessary or appropriate for the purposes stated hereinabove. Nothing in this Section 3 and Section 4 hereof, take possession 7.13(j) shall be deemed to relieve the Borrower of and hold such Possessory Collateral as agent, as security its obligation to protect the interest of the Custodian (for the Bank Agent, the Tranche A Trustee and the Tranche B Trustee and the respective holders benefit of the Secured Obligations, and (bParties) in the case Collateral, including to file financing and continuation statements in respect of the Collateral consisting of cashin accordance with this Agreement. (ii) With respect to other actions which are incidental to the actions specifically delegated to the Custodian hereunder, at the 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 Bank Agent prior Administrative Agent; provided that the Custodian shall not be required to the Bank Credit Facility Payment Date and take any action hereunder at the direction request of the Trustees from and after Administrative Agent, any Secured Parties or otherwise if the taking of such date (or from action, in the date hereof until the effectiveness of a Bank Credit Facility), enter into such agreements as shall enable the Bank Agent or the Tranche A Trustee and the Tranche B Trustee to have "control" over such Collateral (within the meaning reasonable determination of the applicable Custodian, (x) shall be in violation of any Applicable Law or contrary to any provisions of this Agreement or (y) shall expose the Uniform Commercial CodeCustodian to liability hereunder or otherwise (unless it has received indemnity which it reasonably deems to be satisfactory with respect thereto), but with such control on . In the part event the Custodian requests the consent of the Tranche A Trustee and the Tranche B Trustee being subject and subordinate to the control and rights of the Bank Administrative Agent and the Banks in Custodian does not receive a consent (either positive or negative) from the Administrative Agent with 10 Business Days of its receipt of such Collateral under request, then the Bank Credit Facility. In that connection, it is understood and agreed that Administrative Agent shall be deemed to have declined to consent to the relevant action. (iiii) neither the Collateral AgentExcept as expressly provided herein, the Bank Agent 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 Banks or the Trustees or any of the Holders makes any representation as Loan Asset Documents (i) unless and until (and to the value of extent) expressly so directed in writing by the Collateral or any part thereof, or as to the security afforded by this Agreement or the Collateral Documents or as to the validity, execution, enforceability, legality or sufficiency of this Agreement or the Collateral Documents or of the Secured Obligations, and none of the Collateral Agent, the Bank Administrative Agent or the Banks or the Trustees or any of the Holders shall incur any liability or responsibility in respect of any such matters and (ii) none of them shall be required to ascertain or inquire as prior to the performance occurrence of the Termination Date pursuant to clause (a) or (b) of the definition of “Termination Date,” the Manager (and upon such occurrence, the Custodian shall act in accordance with the written instructions of the Administrative Agent pursuant to Section 7.13(j)(i)). The 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 this Agreement provides such Secured Party the right to so direct the Custodian or the Administrative Agent. The Custodian shall not be deemed to have notice or knowledge of any matter hereunder, including an Event of Default, unless a Responsible Officer of the Custodian has actual knowledge of such matter or written notice thereof is received by the Company of any of the covenants or agreements contained herein or in any such documentsCustodian.

Perfection of Security Interests. For the limited purpose of perfecting the Liens in the Collateral of the Bank Agent and the Banks, the Tranche A Trustee and the Tranche A Holders and the Tranche B Trustee and the Tranche B Holders, the Collateral Agent agrees that it will (a) in the case of Possessory Collateral, subject to the provisions of this Section 3 and Section 4 hereof, take possession of and hold such Possessory Collateral as agent, as security for the Bank Agent, the Tranche A Trustee and the Tranche B Trustee and the respective holders of the Secured Obligations, and (b) in the case of Collateral consisting of cash, at the direction of the Bank Agent prior to the Bank Credit Facility Payment Date and at the direction of the Trustees from and after such date (or from the date hereof until the effectiveness of a the Initial Bank Credit Facility), enter into such agreements as shall enable the Bank Agent or the Tranche A Trustee and the Tranche B Trustee to have "control" over such Collateral (within the meaning of the applicable provisions of the Uniform Commercial Code), but with such control on the part of the Tranche A Trustee and the Tranche B Trustee being subject and subordinate to the control and rights of the Bank Agent and the Banks in such Collateral under the Bank Credit Facility. In that connection, it is understood and agreed that (i) neither the Collateral Agent, the Bank Agent or any of the Banks or the Trustees or any of the Holders makes any representation as to the value of the Collateral or any part thereof, or as to the security afforded by this Agreement or the Collateral Documents or as to the validity, execution, enforceability, legality or sufficiency of this Agreement or the Collateral Documents or of the Secured Obligations, and none of the Collateral Agent, the Bank Agent or the Banks or the Trustees or any of the Holders shall incur any liability or responsibility in respect of any such matters and (ii) none of them shall be required to ascertain or inquire as to the performance by the Company of any of the covenants or agreements contained herein or in any such documents.

Perfection of Security Interests. For (a) At any time and from time to time, upon the limited purpose reasonable request of perfecting the Liens 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 to enforce the security interests granted hereunder, (ii) unless Administrative Agent shall 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 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 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 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 similar agreement with each bank or financial institution holding a 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 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 is perfected, using its commercially reasonable efforts to cause the issuer and/or confirmation bank with respect to such Letter of Credit Rights to enter into a tri-party agreement with the Administrative Agent assigning such Letter of Credit Rights to the Administrative Agent and directing all payments thereunder to a Blocked Account, all in form and substance reasonably satisfactory to the Administrative Agent (vii) 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 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 records, (x) except as otherwise provided in clause (vi) hereof, delivering to the Administrative Agent all documents, certificates and Instruments necessary or desirable to perfect the Administrative Agent’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 the Collateral. Nothing contained in this Section 10.2(a) shall be deemed to require any Borrower to obtain the 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 Bank Agent 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 BanksCode for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether such Borrower is an organization, the Tranche A Trustee type of organization and the Tranche A Holders any organization identification number issued to such Borrower, and the Tranche B Trustee and the Tranche B Holders, the Collateral Agent agrees that it will (aii) in the case of Possessory Collaterala financing statement filed as a fixture filing, subject a sufficient description of real property to which the Collateral relates. Each Borrower agrees to furnish any such information to the provisions of this Section 3 and Section 4 hereof, take possession of and hold such Possessory Collateral as agent, as security Administrative Agent promptly upon request. Each Borrower also ratifies its authorization for the Bank Agent, Administrative Agent to have filed in any Uniform Commercial Code jurisdiction any initial financing statements or amendments thereto if filed prior to the Tranche A Trustee and the Tranche B Trustee and the respective holders of the Secured Obligations, Closing Date. (c) Notwithstanding subsections (a) and (b) in the case of Collateral consisting of cashthis Section 10.2, at the direction of the Bank Agent prior to the Bank Credit Facility Payment Date and at the direction of the Trustees from and after such date (or from the date hereof until the effectiveness of a Bank Credit Facility), enter into such agreements as shall enable the Bank Agent or the Tranche A Trustee and the Tranche B Trustee to have "control" over such Collateral (within the meaning of the applicable provisions of the Uniform Commercial Code), but with such control any failure on the part of any Borrower or the Tranche A Trustee and the Tranche B Trustee being subject and subordinate Administrative Agent to the control and rights of the Bank Agent and the Banks in such Collateral under the Bank Credit Facility. In that connection, it is understood and agreed that (i) neither the Collateral Agent, the Bank Agent or take any of the Banks actions set forth in such subsections, the Liens and security interests granted herein shall be deemed valid, enforceable and perfected by entry of the Orders. No financing statement, notice of lien, mortgage, deed of trust or the Trustees similar instrument in any jurisdiction or filing office need be filed or any of other action taken in order to validate and perfect the Holders makes any representation as Liens and security interests granted by or pursuant to the value of the Collateral or any part thereof, or as to the security afforded by this Agreement or the Collateral Documents or as to the validity, execution, enforceability, legality or sufficiency of this Agreement or the Collateral Documents or of the Secured Obligations, and none of the Collateral Agent, the Bank Agent or the Banks or the Trustees or any of the Holders shall incur any liability or responsibility in respect of any such matters and (ii) none of them shall be required to ascertain or inquire as to the performance by the Company of any of the covenants or agreements contained herein or in any such documentsOrders.

Perfection of Security Interests. For the limited purpose of perfecting the Liens security interests of the Trustee in the Possessory Collateral of the Bank Agent and the BanksTrust Moneys, the Tranche A Trustee and the Tranche A Holders and the Tranche B Trustee and the Tranche B Holders, the Collateral Agent agrees that it Company will (a) in the case of Possessory Collateral, cause the Banks (or an agent or representative on their behalf) to acknowledge to the Trustee in writing that, subject to the provisions of Sections 4.01 through 4.06, and 9.01 through 9.03, of this Section 3 and Section 4 hereofAgreement, take the Banks (or such agent or representative) hold possession of and hold such Possessory Collateral as agent, as security for the Bank Agent, benefit of the Tranche A Trustee and the Tranche B Trustee and the respective holders of the Secured ObligationsHolders, and (b) in the case of Collateral consisting of cashTrust Moneys, at cause the direction of the Bank Agent prior to the Bank Credit Facility Payment Date and at the direction of the Trustees from and after such date Banks (or from the date hereof until the effectiveness of a Bank Credit Facility), an agent or representative on their behalf) to enter into such agreements as shall enable the Bank Agent or the Tranche A Trustee and the Tranche B Trustee to have "control" over such Collateral Trust Moneys (within the meaning of the applicable provisions of the Uniform Commercial Code), but with such control on the part of the Tranche A Trustee and the Tranche B Trustee being subject and subordinate to the control and rights of the Bank Agent and the Banks (or such agent or representative) in such Collateral Trust Moneys under the Bank Credit FacilityAgreement. In that connection, it is understood and agreed that (i) neither the Collateral Agent, the Bank Agent or any none of the Banks (nor any agent or the Trustees or any of the Holders representative on their behalf) makes any representation as to the value of the Collateral or any part thereof, or as to the security afforded by this Agreement or the Collateral Documents or as to the validity, execution, enforceability, legality or sufficiency of this Agreement or the Collateral Documents or of the Secured Obligations, and none of the Collateral Agent, the Bank Agent Banks (nor any agent or the Banks or the Trustees or any of the Holders representative on their behalf) shall incur any liability or responsibility in respect of any such matters and (ii) none of them the Banks (nor any agent or representative on their behalf) shall be required to ascertain or inquire as to the performance by the Company of any of the covenants or agreements contained herein or in any such documentsthe Indenture.

Perfection of Security Interests. For All documents, agreements and instruments, and all such further actions, required by Section 5.11 of the limited purpose Credit Agreement or by the Collateral Documents or under law or reasonably requested by the Agent to perfect the Agent’s first-priority security interest in the Collateral shall have been executed, delivered, taken and, if applicable, be in proper form for filing. The Agent, for the ratable benefit of perfecting the Liens Secured Parties, shall have a security interest in the Collateral of the Bank Agent type and the Banks, the Tranche A Trustee and the Tranche A Holders and the Tranche B Trustee and the Tranche B Holders, priority described in the Collateral Agent agrees that it will (a) in the case of Possessory Collateral, subject to the provisions of this Section 3 and Section 4 hereof, take possession of and hold such Possessory Collateral as agent, as security for the Bank Agent, the Tranche A Trustee and the Tranche B Trustee and the respective holders of the Secured Obligations, and (b) in the case of Collateral consisting of cash, at the direction of the Bank Agent prior to the Bank Credit Facility Payment Date and at the direction of the Trustees from and after such date (or from the date hereof until the effectiveness of a Bank Credit Facility), enter into such agreements as shall enable the Bank Agent or the Tranche A Trustee and the Tranche B Trustee to have "control" over such Collateral (within the meaning of the applicable provisions of the Uniform Commercial Code), but with such control on the part of the Tranche A Trustee and the Tranche B Trustee being subject and subordinate to the control and rights of the Bank Agent and the Banks in such Collateral under the Bank Credit Facility. In that connection, it is understood and agreed that (i) neither the Collateral Agent, the Bank Agent or any of the Banks or the Trustees or any of the Holders makes any representation as to the value of the Collateral or any part thereof, or as to the security afforded by this Agreement or the Collateral Documents or as to the validity, execution, enforceability, legality or sufficiency of this Agreement or the Collateral Documents or of the Secured ObligationsDocuments, and none of the Collateral Agentshall be subject to any other pledges, security interests or mortgages, except for Permitted Liens; provided that notwithstanding the foregoing, if, after the use by the Loan Parties of commercially reasonable efforts to cause the condition set forth in this Section 6(h) to be satisfied on or prior to the Tranche B-2 Effective Date, the Bank Agent requirements (other than (x) the execution and delivery by each applicable Loan Party of a Joinder, a supplement to the Guarantee and Collateral Agreement and a “short-form” intellectual property security agreement suitable for filing with the United States Copyright Office or the Banks United States Patent and Trademark Office, (y) the receipt by the Agent of (A) the certificates representing the shares of Capital Stock of the Borrower and each domestic Subsidiary pledged pursuant to the Guarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof and (B) each promissory note (if any) of Holdings, the Borrower and each domestic Subsidiary pledged to the Agent pursuant to the Guarantee and Collateral Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof, in each case to the extent not previously delivered in the appropriate form to the Agent in connection with the Existing Credit Agreement or the Trustees or any Credit Agreement and (z) the filing of Uniform Commercial Code financing statements in each jurisdiction contemplated by the Perfection Certificate to the extent not previously properly filed in connection with the Credit Agreement) are not satisfied as of the Holders Tranche B-2 Effective Date, the satisfaction of such requirements shall incur any liability or responsibility in respect not be a condition to the availability of any such matters and the Tranche B-2 Term Loans on the Tranche B-2 Effective Date (ii) none of them but shall be required to ascertain or inquire be satisfied as to promptly as practicable after the performance by the Company of any of the covenants or agreements contained herein or Tranche B-2 Effective Date and in any event within the period specified therefor on Schedule 7 or such documentslater date as Agent may agree to in its reasonable discretion).

Perfection of Security Interests. For the limited purpose of perfecting the Liens Each Mortgage upon (i) recording in the Collateral proper recorders’ offices or appropriate public records, (ii) payment of mortgage recording fees and taxes in respect thereof and (iii) compliance with the formal requirements of state law applicable to the recording of real estate mortgages generally, will constitute perfected deed of trust or mortgage liens, as applicable, in favor of the Bank Agent and Collateral Trustee for the Banksbenefit of itself, the Tranche A Trustee and the Tranche A Holders holders of the New Notes, subject to Permitted Liens or liens and encumbrances expressly set forth as an exception to the Tranche B Trustee policies of title insurance, if any, obtained to insure the lien of each Mortgage with respect to the applicable right, title and the Tranche B Holders, the Collateral Agent agrees that it will (a) interest in the case of Possessory Collateralreal property described therein (in each case, subject to the provisions of this Section 3 and Section 4 hereof, take possession of and hold such Possessory Collateral as agent, as security for the Bank Agent, the Tranche A Trustee and the Tranche B Trustee and the respective holders of the Secured Obligations, and (b) in the case of Collateral consisting of cash, at the direction of the Bank Agent prior to the Bank Credit Facility Payment Date and at the direction of the Trustees from and after such date (or from the date hereof until the effectiveness of a Bank Credit FacilityEnforceability Limitations), enter into such agreements as shall enable the Bank Agent or the Tranche A Trustee and the Tranche B Trustee to have "control" over such Collateral (within the meaning of the applicable provisions of the Uniform Commercial Code), but with such control on the part of the Tranche A Trustee and the Tranche B Trustee being subject and subordinate to the control and rights of the Bank Agent and the Banks in such Collateral under the Bank Credit Facility. In that connection, it is understood and agreed that . (i) neither the Collateral Agent, the Bank Agent or any consummation of the Banks or Transactions contemplated hereby and in accordance with the Trustees or any of the Holders makes any representation as to the value of the Collateral or any part thereof, or as to the security afforded by this Agreement or the Collateral Documents or as to the validity, execution, enforceability, legality or sufficiency of this Agreement or the Collateral Documents or of the Secured Obligations, and none of the Collateral Agent, the Bank Agent or the Banks or the Trustees or any of the Holders shall incur any liability or responsibility in respect of any such matters terms hereof and (ii) none the filing of them shall appropriate Uniform Commercial Code (as in effect in the applicable state of jurisdiction, (“UCC”)) financing statements in U.S. jurisdictions as set forth on Annex I hereto, the Active 21652970 security interests of the Collateral Trustee for the benefit of the Trustee and the holders of the New Notes and the liens on the rights of the Company or the applicable Guarantor in such Collateral will be required valid and perfected security interests in all Collateral described in the Pledge Agreement that can be perfected by the filing of a UCC-1 financing statement under the UCC as in effect in any applicable jurisdiction, subject to ascertain or inquire as Permitted Liens (in each case, subject to the performance Enforceability Limitations). With respect to certificated equity interests constituting Collateral under the Pledge Agreement, upon the taking of control by the Company of any First Lien Agent, as the Priority Lien Agent (as defined in the Intercreditor Agreement), as gratuitous bailee and/or gratuitous agent on behalf of the covenants Collateral Trustee and the holders of the New Notes in accordance with the Intercreditor Agreement, and such equity interests’ either being registered in the name of the First Lien Agent or agreements contained herein indorsed in blank by an effective indorsement or accompanied by undated stock powers with respect thereto duly indorsed in any blank by an effective indorsement and the acknowledgement by the First Lien Agent that it is holding such documentsCollateral on behalf of the Collateral Trustee and the holders of the New Notes, the Liens on such Collateral created by the Pledge Agreement shall constitute perfected Liens on and security interests in such Collateral to the extent such security interests can be perfected by control and to the extent such matter is governed by the laws of the United States or a jurisdiction thereof, subject to Permitted Liens (in each case, subject to the Enforceability Limitations).

Perfection of Security Interests. For (a) Each Credit Party shall, at its expense, promptly and duly execute and deliver, and have recorded, such agreements, instruments and documents and perform any and all actions requested by the limited purpose of perfecting Administrative Agent or any Collateral Agent at any time and from time to time to perfect, maintain, protect, and enforce the Liens Lenders’ security interest in the Collateral of such Credit Party, including (i) executing and filing financing or continuation statements, and amendments thereof, in form and substance satisfactory to the Bank Administrative Agent and the BanksCollateral Agents, the Tranche A Trustee and the Tranche A Holders and the Tranche B Trustee and the Tranche B Holders, the Collateral Agent agrees that it will (aii) in the case of Possessory Collateralany Investment Property, subject to the provisions of this Section 3 and Section 4 hereofBlocked Accounts, take possession of and hold such Possessory Collateral as agentControl Accounts, as security for the Bank Agent, the Tranche A Trustee and the Tranche B Trustee and the respective holders of the Secured ObligationsLockbox Accounts, and (b) in other Deposit Accounts, taking any actions required by the case of Collateral consisting of cash, at the direction of the Bank Agent prior to the Bank Credit Facility Payment Date and at the direction of the Trustees from and after such date (or from the date hereof until the effectiveness of a Bank Credit Facility), enter into such agreements as shall enable the Bank Administrative Agent or the Tranche A Trustee and Senior Collateral Agent to enable the Tranche B Trustee Collateral Agents to have "obtain “control" over such Collateral (” within the meaning of the applicable UCC with respect thereto, including executing and delivering Blocked Account Agreements, Control Account Agreements and Lockbox Account Agreements, (iii) executing and delivering such documents, agreements and instruments as may be required by the Administrative Agent or any Collateral Agent to further evidence and perfect the security interests in favor of the Lenders in all Intellectual Property, (iv) maintaining complete and accurate stock records, (v) using its best efforts in delivering to the Senior Collateral Agent negotiable warehouse receipts, if any, and, upon the Senior Collateral Agent’s request therefor, non-negotiable warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued, (vi) placing notations on such Credit Party’s certificates of title or books of account to disclose the Collateral Agents’ security interest therein in favor of the Lenders, (vii) delivering to the Senior Collateral Agent all documents, certificates and Instruments necessary or desirable to perfect the Collateral Agents’ Lien in favor of the Lenders in letters of credit on which such Credit Party is named as beneficiary and all acceptances issued in connection therewith, (viii) after the occurrence and during the continuation of an Event of Default, transferring Inventory maintained in warehouses to other warehouses designated by the Senior Collateral Agent and (ix) taking such other steps as are deemed necessary or desirable to maintain the Collateral Agents’ security interests in favor of the Lenders in the Collateral. (b) Each Credit Party hereby authorizes the Administrative Agent and each Collateral Agent at any time and from time to time to execute and file financing statements or continuation statements and amendments thereto and other filing or recording documents or instruments with respect to the Collateral and the Liens granted under this Agreement and the other Credit Documents, including any such documents or instruments describing the Collateral as “all assets” or “all property” or other terms of similar breadth, in each case without the signature of such Credit Party in such form and in such offices as the Administrative Agent or any Collateral Agent determines appropriate to perfect the security interests of the Collateral Agents in favor of the Lenders under this Agreement. Each Credit Party shall pay the costs of, or incidental to, any recording or filing of any financing statements concerning the Collateral. Each Credit Party agrees that a carbon, photographic, photostatic, or other reproduction of this Agreement or of a financing statement is sufficient as a financing statement. If any Collateral is at any time in the possession or control of any warehouseman, bailee or such Credit Party’s agents or processors, such Credit Party shall notify such warehouseman, bailee, agents or processors of the Collateral Agents’ security interests in favor of the Lenders, which notification shall specify that such Person shall hold all such Collateral for the benefit of the Collateral Agents and, upon the occurrence and during the continuance of an Event of Default, hold all such Collateral for the Collateral Agents’ account subject to the Senior Collateral Agent’s instructions. From time to time, each Credit Party shall, upon the Administrative Agent’s or any Collateral Agent’s request, execute and deliver written instruments pledging to the Collateral Agents the Collateral described in any such instruments or otherwise, but the failure of such Credit Party to execute and deliver such confirmatory instruments shall not affect or limit the Collateral Agents’ security interests in favor of the Lenders or other rights in and to the Collateral. Until all Obligations have been fully satisfied and the Revolving Credit Commitments shall have been Trico Marine DIP Credit Agreement terminated, the Collateral Agents’ security interests in the Collateral, and all Proceeds and products thereof, shall continue in full force and effect. Notwithstanding anything in any Credit Document to the contrary, only the Senior Collateral Agent shall be entitled to give instructions concerning the possession of, and to exercise remedies against, the Collateral, except as otherwise provided in the Intercreditor Agreement and no other Agent shall be entitled to take any action inconsistent with the instructions of, and exercise of remedies by, the Senior Collateral Agent in respect of the Collateral, and the Senior Collateral Agent’s instructions concerning the Collateral and the exercise of rights and remedies in respect thereof shall have priority over the instructions of any other Agent, subject only to mandatory provisions of law and except as otherwise provided in the Uniform Commercial Code)Intercreditor Agreement. (c) Notwithstanding clauses (a) and (b) of this Section 10.2, but with such control or any failure on the part of the Tranche A Trustee and the Tranche B Trustee being subject and subordinate any Credit Party or any Agent to the control and rights of the Bank Agent and the Banks in such Collateral under the Bank Credit Facility. In that connection, it is understood and agreed that (i) neither the Collateral Agent, the Bank Agent or take any of the Banks actions set forth in such clauses, the Liens and security interests granted herein by the Debtors in respect of the Obligations shall be deemed valid, enforceable and perfected by entry of the Interim Order or the Trustees Final DIP Order, as applicable. 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 in respect of the Holders makes any representation as Obligations granted by or pursuant to the value of the Collateral or any part thereof, or as to the security afforded by this Agreement or the Collateral other Credit Documents or as to the validity, execution, enforceability, legality or sufficiency of this Agreement Interim Order or the Collateral Documents or of the Secured ObligationsFinal DIP Order, and none of the Collateral Agentas applicable, the Bank Agent or the Banks or the Trustees or any of the Holders shall incur any liability or responsibility in respect of any such matters and (ii) none of them shall be required to ascertain or inquire as to the performance by the Company of any of the covenants or agreements contained herein or in any such documentsDebtors.

Perfection of Security Interests. For Holdings and the limited purpose of perfecting Borrowers shall have taken or caused to be taken such actions in such a manner directed by the Liens Collateral Agent to create a valid and perfected First Priority security interest in the Collateral of each Loan Party in which a security interest can be granted and perfected under the Bank Agent and UCC or other Applicable Law to the Banks, extent required by the Tranche A Trustee and applicable Collateral Documents. Such actions shall include: (i) the Tranche A Holders and delivery pursuant to the Tranche B Trustee and applicable Collateral Documents of (a) such certificates or other instruments (each of which shall be registered in the Tranche B Holders, name of the Collateral Agent agrees that it will 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 satisfactory to the Collateral Agent) representing all of the interests of Capital Stock required to be pledged pursuant to the Collateral Documents identified on Schedule 3.1F and (b) all promissory notes or other instruments (duly endorsed, where appropriate, in a manner satisfactory to the Collateral Agent) evidencing any Collateral; (ii) the delivery to the Collateral Agent of (a) in the case results of Possessory Collaterala recent search, subject by a Person satisfactory to the provisions of this Section 3 and Section 4 hereof, take possession of and hold such Possessory Collateral as agent, as security for the Bank Agent, the Tranche A Trustee of all effective UCC financing statements and the Tranche B Trustee fixture filings and the respective holders all judgment and tax lien filings which may have been made with respect to any personal or mixed property of the Secured Obligationsany Loan Party, together with copies of all such filings disclosed by such search, and (b) UCC financing statements the filing and/or recordation of which has been authorized by the applicable Loan Parties as to all such Collateral granted by such Loan Parties for all jurisdictions as may be necessary or desirable to perfect the Collateral Agent’s security interest in such Collateral; and (iii) the case delivery to the Collateral Agent of evidence reasonably satisfactory to the Collateral consisting of cashAgent that all other filings, at recordings and other actions the direction of Collateral Agent deems necessary or advisable to establish, preserve and perfect the Bank First Priority Liens granted to the Collateral Agent in Collateral constituting personal (both tangible and intangible) and mixed property shall have been made or will be made concurrently with or prior to the Bank Credit Facility Payment Date Effective Date. All “securities accounts” and at “deposit accounts” (as such terms are defined in the direction UCC) of each of the Trustees from and after such date (or from the date hereof until the effectiveness of a Bank Credit Facility), enter into such Borrowers shall be subject to effective account control agreements as shall enable the Bank Agent or the Tranche A Trustee and the Tranche B Trustee to have "control" over such Collateral (within the meaning in favor of the applicable provisions of the Uniform Commercial Code), but with such control on the part of the Tranche A Trustee Collateral Agent in form and the Tranche B Trustee being subject and subordinate substance reasonably satisfactory to the control and rights of the Bank Agent and the Banks in such Collateral under the Bank Credit Facility. In that connection, it is understood and agreed that (i) neither the Collateral Agent, the Bank Agent or any all of the Banks or the Trustees or any of the Holders makes any representation as to the value of the Collateral or any part thereof, or as to the security afforded which have been duly executed and delivered by this Agreement or the Collateral Documents or as to the validity, execution, enforceability, legality or sufficiency of this Agreement or the Collateral Documents or of the Secured Obligations, each party thereto and none of the Collateral Agent, the Bank Agent or the Banks or the Trustees or any of the Holders shall incur any liability or responsibility are in respect of any such matters full force and (ii) none of them shall be required to ascertain or inquire as to the performance by the Company of any of the covenants or agreements contained herein or in any such documentseffect.