Common use of Financing Statements and Other Filings; Maintenance of Perfected Security Interest Clause in Contracts

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. (a) Each Grantor represents and warrants that the security interests granted pursuant to this Agreement will, upon completion of the filings and other actions specified on Schedule II hereto (which, in the case of all filings and other documents referred to on said Schedule, have been or will be delivered to the Agent in completed and, if applicable, duly executed form in accordance with the Credit Agreement and the other Loan Documents) constitute valid perfected security interests in favor of the Agent, for the benefit of the Credit Parties, in each case prior and superior in right to any other Lien (other than Permitted Encumbrances which, by operation of Law, the ABL Intercreditor Agreement or any customary intercreditor agreement, would have priority to the Liens securing the Obligations), as collateral security for the Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor, in (a) all Collateral, Liens in which can be perfected by the filing of an appropriate UCC-1 financing statement and (b) all registered Intellectual Property identified in Schedule III to the Perfection Certificate, to the extent that Liens therein can be perfected by filing of a security agreement with the United States Patent and Trademark Office or the United States Copyright Office, as applicable. Each Grantor further represents and warrants that the security interests granted pursuant to this Agreement in Deposit Accounts and Securities Accounts or cash and cash equivalents contained therein will constitute valid perfected security interests in favor of the Agent, for the benefit of the Credit Parties, as collateral security for the Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor upon the entry by the applicable parties into appropriate Control Agreements, in any case to the extent required by the Loan Documents. Each Grantor agrees that at the sole cost and expense of the Grantors, and without limiting any of the other provisions of this Agreement (including, without limitation, SECTION 3.3 hereof), at any time and from time to time, upon the written request of the Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the other Loan Documents and the rights and powers herein and therein granted, including the filing of any financing statements, continuation statements and other documents (including this Agreement) under the UCC (or other applicable Laws) and, to the extent applicable, the execution and delivery of Control Agreements and intellectual property agreements or instruments to be filed with the United States Patent and Trademark Office or the United States Copyright Office, all in form reasonably satisfactory to the Agent and in such offices as the Agent may reasonably request. (b) Notwithstanding anything in this Agreement to the contrary, other than the filing of a UCC financing statement (i) no actions shall be required to perfect the security interest granted hereunder in Letter-of-Credit Rights, (ii) no actions shall be required to perfect the security interest granted hereunder in any motor vehicles and other assets subject to certificates of title, (iii) no actions shall be required to perfect the security interest granted hereunder in any Commercial Tort Claims having a nominal value of $1,000,000 or less and (iv) no Grantor shall be required to complete any filings or other action with respect to the perfection of the security interests created hereby in any jurisdiction outside of the United States or any State or political subdivision thereof. In addition, to the extent that any security interest intended to be created hereunder in property described in clauses (i), (ii) or (iii) of this clause (b) is not valid and binding, no Grantor shall be found to be in breach of this Agreement or any of its obligations hereunder by virtue thereof, notwithstanding any other provisions herein to the contrary.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. (a) Each Grantor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interests interest (that can be perfected by filing a UCC financing statement or filing with the United States Patent and Trademark office or United States Copyright Office) granted by each Grantor to the Agent (for the benefit of the Credit Parties) pursuant to this Security Agreement will, upon completion in respect of the filings and other actions specified Collateral are listed on Schedule II hereto (whichIII hereto. Each Grantor represents and warrants that all such filings, in the case of all filings registrations and other documents referred to on said Schedule, recordings have been or will be delivered to the Agent in completed and, if applicableto the extent necessary, duly executed form in accordance with the Credit Agreement and the other Loan Documents) constitute valid perfected security interests in favor of the Agent, for the benefit of the Credit Parties, filing in each case prior and superior in right to any governmental, municipal or other Lien (other than Permitted Encumbrances which, by operation of Law, the ABL Intercreditor Agreement or any customary intercreditor agreement, would have priority to the Liens securing the Obligations), as collateral security for the Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor, in (a) all Collateral, Liens in which can be perfected by the filing of an appropriate UCC-1 financing statement and (b) all registered Intellectual Property identified office specified in Schedule III to the Perfection Certificate, to the extent that Liens therein can be perfected by filing of a security agreement with the United States Patent and Trademark Office or the United States Copyright Office, as applicable. Each Grantor further represents and warrants that the security interests granted pursuant to this Agreement in Deposit Accounts and Securities Accounts or cash and cash equivalents contained therein will constitute valid perfected security interests in favor of the Agent, for the benefit of the Credit Parties, as collateral security for the Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor upon the entry by the applicable parties into appropriate Control Agreements, in any case to the extent required by the Loan DocumentsIII. Each Grantor agrees that at the sole cost and expense of the Grantors, (i) such Grantor will cooperate with the Agent’s reasonable requests to assist the Agent in maintaining the security interest created by this Security Agreement in the Collateral as a perfected first priority security interest (subject to Permitted Encumbrances having priority under applicable Law) and without limiting any shall defend such security interest against the claims and demands of the all Persons (other provisions of this Agreement than with respect to Permitted Encumbrances) and (including, without limitation, SECTION 3.3 hereof), ii) at any time and from time to time, upon the written request of the Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the other Loan Documents and the rights and powers herein and therein grantedrequest, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) and, in effect in any jurisdiction with respect to the extent applicable, security interest created hereby and the execution and delivery of Control Blocked Account Agreements and intellectual property agreements or instruments to be filed with (as required by the United States Patent and Trademark Office or the United States Copyright OfficeCredit Agreement), all in form reasonably satisfactory to the Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest in the Collateral as provided herein (subject to Permitted Encumbrances having priority under applicable Law) and to preserve the other rights and interests granted to the Agent may reasonably request. hereunder, as against the Grantors and third parties (b) Notwithstanding anything in this Agreement to the contrary, other than the filing of a UCC financing statement (i) no actions shall be required with respect to perfect the security interest granted hereunder in Letter-of-Credit RightsPermitted Encumbrances), (ii) no actions shall be required to perfect the security interest granted hereunder in any motor vehicles and other assets subject to certificates of title, (iii) no actions shall be required to perfect the security interest granted hereunder in any Commercial Tort Claims having a nominal value of $1,000,000 or less and (iv) no Grantor shall be required to complete any filings or other action with respect to the perfection of the security interests created hereby in any jurisdiction outside of the United States or any State or political subdivision thereof. In addition, to the extent that any security interest intended to be created hereunder in property described in clauses (i), (ii) or (iii) of this clause (b) is not valid and binding, no Grantor shall be found to be in breach of this Agreement or any of its obligations hereunder by virtue thereof, notwithstanding any other provisions herein to the contraryCollateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. (a) Each Grantor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interests interest granted by each Grantor to the Agent (for the benefit of the Credit Parties) pursuant to this Security Agreement will, upon completion in respect of the filings and other actions specified Collateral are listed on Schedule II hereto (whichhereto. Each Grantor represents and warrants that all such filings, in the case of all filings registrations and other documents referred to on said Schedule, recordings have been or will be delivered to the Agent in completed and, if applicableto the extent necessary or appropriate, duly executed form in accordance with the Credit Agreement and the other Loan Documents) constitute valid perfected security interests in favor of the Agent, for the benefit of the Credit Parties, filing in each case prior and superior in right to any governmental, municipal or other Lien (other than Permitted Encumbrances which, by operation of Law, the ABL Intercreditor Agreement or any customary intercreditor agreement, would have priority to the Liens securing the Obligations), as collateral security for the Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor, in (a) all Collateral, Liens in which can be perfected by the filing of an appropriate UCC-1 financing statement and (b) all registered Intellectual Property identified office specified in Schedule III to the Perfection Certificate, to the extent that Liens therein can be perfected by filing of a security agreement with the United States Patent and Trademark Office or the United States Copyright Office, as applicable. Each Grantor further represents and warrants that the security interests granted pursuant to this Agreement in Deposit Accounts and Securities Accounts or cash and cash equivalents contained therein will constitute valid perfected security interests in favor of the Agent, for the benefit of the Credit Parties, as collateral security for the Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor upon the entry by the applicable parties into appropriate Control Agreements, in any case to the extent required by the Loan DocumentsII. Each Grantor agrees that at the sole cost and expense of the Grantors, and without limiting any (i) such Grantor will maintain the security interest created by this Security Agreement in the Collateral as a perfected first priority security interest (subject in priority only to those Permitted Encumbrances having priority under applicable Law or otherwise permitted to have priority pursuant to the terms of the Credit Agreement) and shall defend such security interest against the claims and demands of all Persons (other provisions of this Agreement (including, without limitation, SECTION 3.3 hereofthan with respect to Permitted Encumbrances), (ii) such Grantor shall, within the time period for delivery of the Annual Financial Statements under Section 6.04(a) of the Credit Agreement, furnish to the Agent a supplement to the Perfection Certificate setting forth any additions or changes thereto since the later of the Closing Date and delivery of the previous supplement pursuant to this clause (ii) and (iii) at any time and from time to time, upon the reasonable written request of the Agent, such Grantor shall promptly and duly execute and deliver, and and, if applicable, file and have recorded, such further instruments and documents and take such further action as the Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the other Loan Documents and the rights and powers herein and therein grantedrequest, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) and, in effect in any jurisdiction with respect to the extent applicable, security interest created hereby and the execution and delivery of Control Agreements and intellectual property agreements or instruments to be filed with the United States Patent and Trademark Office or the United States Copyright OfficeAgreements, all in form reasonably satisfactory to the Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest (subject in priority only to those Permitted Encumbrances having priority under applicable Law or otherwise permitted to have priority pursuant to the terms of the Credit Agreement) in the Collateral as provided herein and to preserve the other rights and interests granted to the Agent may reasonably request. hereunder, as against the Grantors and third parties (b) Notwithstanding anything in this Agreement to the contrary, other than the filing of a UCC financing statement (i) no actions shall be required with respect to perfect the security interest granted hereunder in Letter-of-Credit RightsPermitted Encumbrances), (ii) no actions shall be required to perfect the security interest granted hereunder in any motor vehicles and other assets subject to certificates of title, (iii) no actions shall be required to perfect the security interest granted hereunder in any Commercial Tort Claims having a nominal value of $1,000,000 or less and (iv) no Grantor shall be required to complete any filings or other action with respect to the perfection of the security interests created hereby in any jurisdiction outside of the United States or any State or political subdivision thereof. In addition, to the extent that any security interest intended to be created hereunder in property described in clauses (i), (ii) or (iii) of this clause (b) is not valid and binding, no Grantor shall be found to be in breach of this Agreement or any of its obligations hereunder by virtue thereof, notwithstanding any other provisions herein to the contraryCollateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. (a) Each Grantor represents and warrants that the security interests granted pursuant to this Agreement will, upon completion of the filings and other actions specified on Schedule II hereto I (which, in the case of all filings and other documents referred to on said Schedule, have been or will be delivered to the Agent in completed and, if applicable, duly executed form in accordance with the Credit Agreement and the other Loan Documents) constitute valid perfected security interests in favor all of the Agent, for the benefit Collateral as of the Credit Parties, in each case prior and superior in right to any other Lien (other than Permitted Encumbrances which, by operation of Law, the ABL Intercreditor Agreement or any customary intercreditor agreement, would have priority to the Liens securing the Obligations), as collateral security for the Obligations, enforceable in accordance with the terms date hereof against all creditors of such Grantor, in (a) all Collateral, Liens in which can be perfected by the filing of an appropriate UCC-1 financing statement and (b) all registered Intellectual Property identified in Schedule III to the Perfection Certificate, to the extent that Liens therein can be perfected by filing of a security agreement with the United States Patent and Trademark Office or the United States Copyright Office, as applicable. Each Grantor further represents and warrants that the security interests granted pursuant to this Agreement in Deposit Accounts and Securities Accounts or cash and cash equivalents contained therein will constitute valid perfected security interests in favor of the Agent, for the ratable benefit of the Credit Parties, as collateral security for the such Grantor’s Secured Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor upon the entry by the applicable parties into appropriate Control Agreementsand any Persons purporting to purchase any Collateral from such Grantor, other than with respect to Deposit Accounts and Securities Accounts or cash and cash equivalents contained therein, in each case as to which perfection of the lien granted herein is not required hereunder or under any case to the extent required by the other Loan DocumentsDocument. Each Grantor agrees that at the sole cost and expense of the Grantors, (i) such Grantor will maintain the security interest created by this Agreement in the Collateral as a perfected security interest having the priority required by the Credit Agreement and without limiting any shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Encumbrances and subject to the rights of the other provisions Grantors to dispose of this Agreement the Collateral to the extent permitted under the Loan Documents) and (including, without limitation, SECTION 3.3 hereof), ii) at any time and from time to time, upon the written request of the Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the other Loan Documents and the rights and powers herein and therein granted, including the filing of any financing statements, continuation statements and other documents (including this Agreement) under the UCC (or other applicable Laws) and, to the extent applicable, the execution and delivery of Control Agreements and intellectual property agreements or instruments to be filed with the United States Patent and Trademark Office or the United States Copyright OfficeAgreements, all in form reasonably satisfactory to the Agent and in such offices as the Agent may reasonably request. (b) Notwithstanding anything in this Agreement to the contrary, other than the filing of a UCC financing statement (i) no actions shall be required to perfect the security interest granted hereunder in Letter-of-Credit Rights, (ii) no actions shall be required to perfect the security interest granted hereunder in any motor vehicles and other assets subject to certificates of title, (iii) no actions shall be required to perfect the security interest granted hereunder in any Commercial Tort Claims having a nominal value of $1,000,000 or less and (iv) no Grantor shall be required to complete any filings or other action with respect to the perfection of the security interests created hereby in any jurisdiction outside of the United States or any State or political subdivision thereof. In addition, to the extent that any security interest intended to be created hereunder in property described in clauses (i), (ii) or (iii) of this clause (b) is not valid and binding, no Grantor shall be found to be in breach of this Agreement or any of its obligations hereunder by virtue thereof, notwithstanding any other provisions herein to the contrary.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. (a) Each Grantor represents and warrants that that, subject to the entry by the Bankruptcy Court of the Interim Financing Order (as the same may be amended, supplemented or otherwise modified by the Final Financing Order), the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interests interest granted pursuant to this Agreement will, upon completion of the filings and other actions specified on Schedule II hereto (which, in the case of all filings and other documents referred to on said Schedule, have been or will be delivered by each Grantor to the Collateral Agent in completed and, if applicable, duly executed form in accordance with the Credit Agreement and the other Loan Documents) constitute valid perfected security interests in favor of the Agent, (for the benefit of the Credit Parties) pursuant to this Security Agreement in respect of the Collateral are listed on Schedule II hereto. Each Grantor represents and warrants that all such filings, in each case prior registrations and superior in right to any other Lien (other than Permitted Encumbrances which, by operation of Law, the ABL Intercreditor Agreement or any customary intercreditor agreement, would recordings have priority been delivered to the Liens securing the Obligations), as collateral security for the Obligations, enforceable Collateral Agent in accordance with the terms hereof against all creditors of such Grantor, in (a) all Collateral, Liens in which can be perfected by the filing of an appropriate UCC-1 financing statement and (b) all registered Intellectual Property identified in Schedule III to the Perfection Certificatecompleted and, to the extent that Liens therein can be perfected by necessary or appropriate, duly executed form for filing of a security agreement with the United States Patent and Trademark Office in each governmental, municipal or the United States Copyright Office, as applicable. Each Grantor further represents and warrants that the security interests granted pursuant to this Agreement other office specified in Deposit Accounts and Securities Accounts or cash and cash equivalents contained therein will constitute valid perfected security interests in favor of the Agent, for the benefit of the Credit Parties, as collateral security for the Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor upon the entry by the applicable parties into appropriate Control Agreements, in any case to the extent required by the Loan DocumentsSchedule II. Each Grantor agrees that at the sole cost and expense of the Grantors, (i) such Grantor will maintain the security interest created by this Security Agreement in the Collateral as a perfected first priority security interest (subject to the Intercreditor Agreement and without limiting any the Financing Orders) and shall defend such security interest against the claims and demands of all Persons (other than with respect to Permitted Encumbrances and subject to the other provisions of this Agreement (including, without limitation, SECTION 3.3 hereofFinancing Orders), (ii) such Grantor shall furnish to the Collateral Agent from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and (iii) at any time and from time to time, upon the written request of the Collateral Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the other Loan Documents and the rights and powers herein and therein grantedrequest, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) and, in effect in any jurisdiction with respect to the extent applicable, security interest created hereby and the execution and delivery of Control Agreements and intellectual property agreements or instruments to be filed with the United States Patent and Trademark Office or the United States Copyright OfficeAgreements, all in form reasonably satisfactory to the Collateral Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest in the Collateral as the Agent may reasonably request. provided herein (b) Notwithstanding anything in this Agreement subject to the contraryFinancing Orders) and according to the terms of the Intercreditor Agreement and to preserve the other rights and interests granted to the Collateral Agent hereunder, other than as against the filing of a UCC financing statement Grantors and third parties (i) no actions shall be required to perfect the security interest granted hereunder in Letter-of-Credit Rights, (ii) no actions shall be required to perfect the security interest granted hereunder in any motor vehicles and other assets subject to certificates of titlethe Financing Orders), (iii) no actions shall be required to perfect the security interest granted hereunder in any Commercial Tort Claims having a nominal value of $1,000,000 or less and (iv) no Grantor shall be required to complete any filings or other action with respect to the perfection of the security interests created hereby in any jurisdiction outside of the United States or any State or political subdivision thereof. In addition, to the extent that any security interest intended to be created hereunder in property described in clauses (i), (ii) or (iii) of this clause (b) is not valid and binding, no Grantor shall be found to be in breach of this Agreement or any of its obligations hereunder by virtue thereof, notwithstanding any other provisions herein to the contraryCollateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. (a) Each Grantor represents and warrants that the security interests granted pursuant to this Agreement will, upon completion of the filings and other actions specified on Schedule II hereto (which, in the case of all filings and other documents referred to on said Schedule, have been or will be delivered to the Agent in completed and, if applicable, duly executed form in accordance with the Credit Agreement and the other Loan Documents) constitute legal and valid perfected security interests in favor of the Agent, for the benefit of the Credit Parties, in each case prior and superior in right to any other Lien (other than Permitted Encumbrances which, by operation of Law, the ABL Intercreditor Agreement or any customary intercreditor agreement, would have priority to the Liens securing the ObligationsEncumbrances), as collateral security for the Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor, in (ai) all Collateral, Liens in which can be perfected by the filing of an appropriate UCC-1 financing statement and (bii) all registered Intellectual Property identified in Schedule III to Section 7 of the Perfection Certificate, to the extent that Liens therein can be perfected by filing of a security agreement with the United States Patent and Trademark Office or the United States Copyright Office, as applicable. Each Grantor further represents and warrants that the security interests granted pursuant to this Agreement in Deposit Accounts and Securities Accounts or cash and cash equivalents contained therein will constitute legal and valid perfected security interests in favor of the Agent, for the benefit of the Credit Parties, as collateral security for the Obligations, enforceable KE 70621582.17 in accordance with the terms hereof against all creditors of such Grantor upon the entry by the applicable parties into appropriate Control Agreements, in any case to the extent required by the Loan Documents. Each Grantor agrees that at the sole cost and expense of the Grantors, and without limiting any of the other provisions of this Agreement (including, without limitation, SECTION 3.3 hereof), at any time and from time to time, upon the written request of the Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the other Loan Documents and the rights and powers herein and therein granted, including the filing of any financing statements, continuation statements and other documents (including this Agreement) under the UCC (or other applicable Laws) and, to the extent applicable, the execution and delivery of Control Agreements Agreements, endorsements and intellectual property agreements or instruments to be filed with the United States Patent and Trademark Office or the United States Copyright OfficeOffice or, subject to the considerations set forth in SECTION 3.3(c), any similar office or agency in any other country or any political subdivision thereof, as applicable, all in form reasonably satisfactory to the Agent and in such offices as the Agent may reasonably request. (b) Notwithstanding anything in this Agreement to the contrary, other than the filing of a UCC financing statement or the filing of Copyright Security Agreements, Patent Security Agreements or Trademark Security Agreements with the United States Patent and Trademark Office or the United States Copyright Office, as applicable (or any successor office or any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof) (i) no actions shall be required to perfect the security interest granted hereunder in Letter-of-Credit RightsRights having a nominal value of $500,000 or less individually, (ii) no actions shall be required to perfect the security interest granted hereunder in any motor vehicles and other assets subject to certificates of title, title and (iii) no actions shall be required to perfect the security interest granted hereunder in any Commercial Tort Claims having a nominal value of $1,000,000 500,000 or less and (iv) no Grantor shall be required to complete any filings or other action with respect to the perfection of the security interests created hereby in any jurisdiction outside of the United States or any State or political subdivision thereofindividually. In addition, to the extent that any security interest intended to be created hereunder in property of the type described in clauses (i), (ii) or (iii) of this clause (b) is not valid and binding, no Grantor shall be found to be in breach of this Agreement or any of its obligations hereunder by virtue thereof, notwithstanding any other provisions herein to the contrary.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. (a) Each Grantor represents and warrants that the only filings, registrations and recordings necessary and appropriate to create, preserve, protect, publish notice of and perfect the security interests interest granted by each Grantor to the Agent (for the benefit of the Credit Parties) pursuant to this Security Agreement will, upon completion in respect of the filings and other actions specified Collateral are listed on Schedule II hereto (whichhereto. Each Grantor represents and warrants that all such filings, in the case of all filings registrations and other documents referred to on said Schedule, recordings have been or will be delivered to the Agent in completed and, if applicableto the extent necessary or appropriate, duly executed form in accordance with the Credit Agreement and the other Loan Documents) constitute valid perfected security interests in favor of the Agent, for the benefit of the Credit Parties, filing in each case prior and superior in right to any governmental, municipal or other Lien (other than Permitted Encumbrances which, by operation of Law, the ABL Intercreditor Agreement or any customary intercreditor agreement, would have priority to the Liens securing the Obligations), as collateral security for the Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor, in (a) all Collateral, Liens in which can be perfected by the filing of an appropriate UCC-1 financing statement and (b) all registered Intellectual Property identified office specified in Schedule III to the Perfection Certificate, to the extent that Liens therein can be perfected by filing of a security agreement with the United States Patent and Trademark Office or the United States Copyright Office, as applicable. Each Grantor further represents and warrants that the security interests granted pursuant to this Agreement in Deposit Accounts and Securities Accounts or cash and cash equivalents contained therein will constitute valid perfected security interests in favor of the Agent, for the benefit of the Credit Parties, as collateral security for the Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor upon the entry by the applicable parties into appropriate Control Agreements, in any case to the extent required by the Loan DocumentsII. Each Grantor agrees that at the sole cost and reasonable expense of the Grantors, and without limiting any (i) such Grantor will maintain the security interest created by this Security Agreement in the Collateral as a perfected first priority security interest (subject to Liens in favor of the Term Agent having the priority set forth in the Intercreditor Agreement) and shall defend such security interest against the claims and demands of all Persons (other provisions of this Agreement (including, without limitation, SECTION 3.3 hereofthan with respect to Permitted Encumbrances), and (ii) at any time and from time to time, upon the written request of the Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the other Loan Documents and the rights and powers herein and therein grantedrequest, including the filing of any financing statements, continuation statements and other documents (including this Security Agreement) under the UCC (or other applicable Laws) and, in effect in any jurisdiction with respect to the extent applicable, security interest created hereby and the execution and delivery of Account Control Agreements and intellectual property agreements or instruments to be filed with the United States Patent and Trademark Office or the United States Copyright OfficeAgreements, all in form reasonably satisfactory to the Agent and in such offices (including, without limitation, the United States Patent and Trademark Office and the United States Copyright Office) wherever required by applicable Law in each case to perfect, continue and maintain a valid, enforceable, first priority security interest in the Collateral as provided herein, and being subject to Liens in favor of the Term Agent having the priority set forth in the Intercreditor Agreement, and to preserve the other rights and interests granted to the Agent may reasonably request. hereunder, as against the Grantors and third parties (b) Notwithstanding anything in this Agreement to the contrary, other than the filing of a UCC financing statement (i) no actions shall be required with respect to perfect the security interest granted hereunder in Letter-of-Credit RightsPermitted Encumbrances), (ii) no actions shall be required to perfect the security interest granted hereunder in any motor vehicles and other assets subject to certificates of title, (iii) no actions shall be required to perfect the security interest granted hereunder in any Commercial Tort Claims having a nominal value of $1,000,000 or less and (iv) no Grantor shall be required to complete any filings or other action with respect to the perfection of the security interests created hereby in any jurisdiction outside of the United States or any State or political subdivision thereof. In addition, to the extent that any security interest intended to be created hereunder in property described in clauses (i), (ii) or (iii) of this clause (b) is not valid and binding, no Grantor shall be found to be in breach of this Agreement or any of its obligations hereunder by virtue thereof, notwithstanding any other provisions herein to the contraryCollateral.

Financing Statements and Other Filings; Maintenance of Perfected Security Interest. (a) Each Grantor represents and warrants that the security interests granted pursuant to this Agreement will, upon completion of the filings and other actions specified on Schedule II hereto (which, in the case of all filings and other documents referred to on said Schedule, have been or will be delivered to the Agent in completed and, if applicable, duly executed form in accordance with the Credit Agreement and the other Loan Documents) constitute legal and valid perfected security interests in favor of the Agent, for the benefit of the Credit Parties, in each case prior and superior in right to any other Lien (other than Permitted Encumbrances which, by operation of Law, the ABL Intercreditor Agreement or any customary intercreditor agreement, would have priority to the Liens securing the ObligationsEncumbrances), as collateral security for the Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor, in (ai) all CollateralCollateral that is subject to Article 9 of the UCC, Liens in which can be perfected by the filing of an appropriate UCC-1 financing statement and (bii) all registered Intellectual Property identified in Schedule III to Section 7 of the Perfection CertificateCertificate that is subject to Article 9 of the UCC, to the extent that Liens therein can be perfected by filing of a security agreement with the United States Patent and Trademark Office or the United States Copyright Office, as applicable. Each Grantor further represents and warrants that the security interests granted pursuant to this Agreement in Deposit Accounts and Securities Accounts or cash and cash equivalents contained therein will constitute legal and valid perfected security interests in favor of the Agent, for the benefit of the Credit Parties, as collateral security for the Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor upon the KE 81221769.9 US-DOCS\127475406.10 entry by the applicable parties into appropriate Control Agreements, in any case to the extent required by the Loan Documents. Each Subject to SECTION 4.3(b), each Grantor agrees that at the sole cost and expense of the Grantors, and without limiting any of the other provisions of this Agreement (including, without limitation, SECTION 3.3 hereof), at any time and from time to time, upon the written request of the Agent, such Grantor shall promptly and duly execute and deliver, and file and have recorded, such further instruments and documents and take such further action as the Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and the other Loan Documents and the rights and powers herein and therein granted, including (a) the filing of any financing statements, continuation statements and other documents (including this Agreement) under the UCC (or other applicable Laws), (b) and, to the extent applicable, the execution and delivery of Control Agreements and endorsements and (c) to the extent applicable, the execution and delivery of intellectual property security agreements or similar instruments to be filed with the United States Patent and Trademark Office or the United States Copyright OfficeOffice or, subject to the considerations set forth in SECTION 3.3(c)(ii), any similar office or agency in any other country or any political subdivision thereof, as applicable, all in form reasonably satisfactory to the Agent and in such offices as the Agent may reasonably request. (b) Notwithstanding anything in this Agreement to the contrary, other than the filing of a UCC financing statement statement, the registration of the particulars of this Agreement at the Isle of Man Companies Registry and payment of associated fees, the filing of Copyright Security Agreements, Patent Security Agreements or Trademark Security Agreements with the United States Patent and Trademark Office or the United States Copyright Office, as applicable (or any successor office or any similar office or agency of the United States or any State thereof), or, subject to the considerations set forth in SECTION 3.3(c)(ii), the filing of intellectual property security agreements or similar instruments in any similar office or agency in any other country or any political subdivision thereof (i) no actions shall be required to perfect the security interest granted hereunder in Letter-of-Credit RightsRights having a nominal value of $50,000 or less individually, (ii) no actions shall be required to perfect the security interest granted hereunder in any motor vehicles and other assets subject to certificates of title, (iii) no actions shall be required to perfect the security interest granted hereunder in any Commercial Tort Claims having a nominal value of $1,000,000 50,000 or less individually and (iv) except as specifically described in this sentence, no Grantor foreign law governed security documents or grant or perfection actions under foreign law shall be required to complete any filings or other action with respect to the perfection of the security interests created hereby in any jurisdiction outside of the United States or any State or political subdivision thereofrequired. In addition, (x) the provisions of this Agreement shall be qualified in their entirety by the foregoing limitations set forth in clauses (i) through (iv) above and (y) to the extent that any security interest intended to be created hereunder in property of the type described in clauses (i), (ii), (iii) or (iiiiv) of this clause (b) is not valid and binding, no Grantor shall be found to be in breach of this Agreement or any of its obligations hereunder by virtue thereof, notwithstanding any other provisions herein to the contrary.