Common use of Perfected First Priority Liens Clause in Contracts

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the First Lien Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests granted pursuant to this Security Agreement (i) constitute and will continue to constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B) or (C) of this paragraph which actions have been taken prior to the date hereof to the extent required by the Original Security Agreement and shall continue to apply to the First Lien Obligations under this Security Agreement) in favor of the Collateral Agent, for the benefit of the First Lien Secured Parties, as collateral security for the First Lien Obligations, upon (A) the completion of the filing in the applicable filing offices of all financing statements, in each case, naming each Grantor as “debtor” and the Original Agent or the Collateral Agent as “secured party”, as the case may be, and describing the Collateral, (B) delivery of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer to the Collateral Agent or in blank and (C) the completion of the filing, registration and recording of (x) each fully executed agreement in the form of Annex A hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Patents, and the form of Annex B hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Trademarks, containing a description of all Collateral constituting such Intellectual Property with the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter pursuant to 35 USC § 261 and 15 USC § 1060 and the regulations thereunder with respect to United States Patents and United States registered Trademarks and (y) a fully executed agreement in the form of Annex C hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Copyrights, containing a description of all Collateral constituting such Intellectual Property with the United States Copyright Office (or any successor office) within the one month period (commencing as of the applicable date of acquisition or filing) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter with respect to United States registered Copyrights pursuant to 17 USC § 205 and the regulations thereunder as soon as reasonably practicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2 of the Credit Agreement and the corresponding sections of any Additional First Lien Agreements. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property) by any means other than by (i) filings pursuant to the Uniform Commercial Code of the relevant State(s), (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions, (iii) filings approved by United States government offices with respect to Intellectual Property or (iv) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral AgentTrustee, for its benefit and for the benefit of the First Lien Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests granted pursuant to this Security Agreement (i) constitute and will continue to constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B) ), or (C) of this paragraph which actions have been taken prior to the date hereof to the extent required by the Original Security Agreement and shall continue to apply to the First Lien Obligations under this Security Agreement) in favor of the Collateral AgentTrustee, for the ratable benefit of the First Lien Secured Parties, as collateral security for the First Lien Secured Obligations, upon (A) the completion of the filing in the applicable filing offices of all financing statements, in each case, naming each Grantor as “debtor” and the Original Agent or the Collateral Agent Trustee as “secured party”, as the case may be, ” and describing the CollateralCollateral in the filing offices specified in Schedule 3.2(b), (B) delivery to Collateral Trustee (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents Negotiable Documents, in each case, properly endorsed for transfer to the Collateral Agent or in blank blank, and (C) the completion of the filing, registration filing and recording of (x) each fully executed agreement agreements in the form of Annex A hereto hereof (together with the supplements theretoor a supplement hereto) filed prior, or subsequent, to the date hereof, with respect to Patents, and the form of Annex B hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Trademarks, containing a description of all Collateral constituting such Intellectual Property with Patents and Trademarks in the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) or, in the case of with respect to all Collateral constituting such Intellectual Property Patents and registered Trademarks acquired after the date hereof, thereafter pursuant to 35 USC § 261 within three months thereafter, and 15 USC § 1060 and the regulations thereunder with respect to United States Patents and United States registered Trademarks and (y) a fully executed agreement in the form of Annex C hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Copyrights, containing a description of all Collateral constituting such Intellectual Property with registered Copyrights in the United States Copyright Office (or any a successor office) within the one month period (commencing as of the applicable date of acquisition or filinghereof) or, in the case of with respect to all Collateral constituting such Intellectual Property Copyrights acquired after the date hereof, within one month thereafter with respect to United States registered Copyrights pursuant to 35 USC § 261, and 15 USC § 1060, or 17 USC § 205 and the regulations thereunder as soon as reasonably practicablethereunder, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings, registrations filings and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2 10.02 of the Credit Agreement and the corresponding sections of any Additional First Lien AgreementsAgreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property) ), other than as provided in Section 4.4 below with respect to such cash, cash accounts and Investment Property maintained in the Borrower’s accounts at PNC Bank, National Association in existence on the date hereof (such accounts and any replacement thereof, whether at PNC Bank, National Association or otherwise, the “PNC Accounts”), by any means other than by (i) filings pursuant to the Uniform Commercial Code UCC of the relevant State(sstate(s), (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions, (iii) filings approved by United States government offices with respect to Intellectual Property or (iviii) delivery to the Collateral Agent Trustee (or its bailee) to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents; provided that, with respect to subclause (iii), prior to the Discharge of Revolving Credit Obligations (as defined in the Intercreditor Agreement), the Grantors shall only be required to deliver such Collateral that constitutes Revolving Credit Collateral (as defined in the Intercreditor Agreement) to the Collateral Trustee to the extent (but only to the extent) delivery is required at such time under the Revolving Credit Loan Documents (as defined in the Intercreditor Agreement). (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses, subject to the provisions of the Control Agreements with respect to such cash and Investment Property.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the First Lien Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests granted pursuant to this Security Agreement (i) constitute and will continue to constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), ) or (B) or (C) of this paragraph which actions have been taken prior to the date hereof to the extent required by the Original Security Agreement and shall continue to apply to the First Lien Obligations under this Security Agreementparagraph) in favor of the Collateral Agent, for the ratable benefit of the First Lien Secured Parties, as collateral security for the First Lien Obligations, upon (A) the completion of the filing in the applicable filing offices listed on Schedule I hereto of all financing statements, in each case, naming each Grantor as “debtor” and the Original Agent or the Collateral Agent as “secured party”, as the case may be, ” and describing the Collateral, Collateral and (B) delivery to the Collateral Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer to in blank, in each case included in the Collateral Agent or in blank and (C) the completion of the filing, registration and recording of (x) each fully executed agreement in the form of Annex A hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Patents, and the form of Annex B hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Trademarks, containing a description of all Collateral constituting such Intellectual Property with the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter pursuant to 35 USC § 261 and 15 USC § 1060 and the regulations thereunder with respect to United States Patents and United States registered Trademarks and (y) a fully executed agreement in the form of Annex C hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Copyrights, containing a description of all Collateral constituting such Intellectual Property with the United States Copyright Office (or any successor office) within the one month period (commencing as of the applicable date of acquisition or filing) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter with respect to United States registered Copyrights pursuant to 17 USC § 205 and the regulations thereunder as soon as reasonably practicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2 of the Credit Agreement and the corresponding sections of any Additional First Lien AgreementsAgreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment PropertyProperty included in the Collateral) by any means other than by (i) filings pursuant to the Uniform Commercial Code of the relevant State(s), (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions, (iii) filings approved by United States government offices with respect to Intellectual Property or (iv) and delivery to the Collateral Agent (or its bailee) to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments, Instruments or any Certificated Securities or Negotiable Documentsin each case, to the extent included in the Collateral with a fair market value in excess of $1,500,000 individually. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

Perfected First Priority Liens. Each financing statement naming any Grantor as a debtor and the Administrative Agent as secured party is in appropriate form for filing in the appropriate offices of the states specified on Schedule 3.6 to the Collateral Disclosure Letter (aas such schedule shall be updated from time to time pursuant to Section 4.3) This Security Agreement is effective to create in favor and contains an adequate description of the Collateral Agent, for its benefit and for the benefit purposes of the First Lien Secured Parties, legal, valid and enforceable Security Interests perfecting a security interest in the Collateral, subject such Collateral to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject extent that a security interest therein may be perfected by filing pursuant to the limitations set forth in clause (c) of this Section 3.2, the UCC. The Security Interests granted pursuant to this Security Agreement (i) constitute and will continue to constitute valid and perfected Security Interests enforceable security interests in all of the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B) or (C) of this paragraph which actions have been taken prior to the date hereof to the extent required by the Original Security Agreement and shall continue to apply to the First Lien Obligations under this Security Agreement) in favor of the Collateral Administrative Agent, for the benefit of the First Lien Secured Parties, as collateral security for the First Lien Secured Obligations, upon (A) the completion Security Interest 60010211_5 will constitute a perfected security interest in all right, title and interest of the filing applicable Grantor named as debtor in such financing statement in the applicable filing offices of all financing statementsCollateral described therein, and the power to transfer rights in such Collateral, in each case, naming each Grantor as “debtor” and the Original Agent or the Collateral Agent as “secured party”, as the case may be, and describing the Collateral, (B) delivery of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer to the Collateral Agent or in blank and (C) the completion of the filing, registration and recording of (x) each fully executed agreement in the form of Annex A hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Patents, and the form of Annex B hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Trademarks, containing a description of all Collateral constituting such Intellectual Property with the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter pursuant to 35 USC § 261 and 15 USC § 1060 and the regulations thereunder with respect to United States Patents and United States registered Trademarks and (y) a fully executed agreement in the form of Annex C hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Copyrights, containing a description of all Collateral constituting such Intellectual Property with the United States Copyright Office (or any successor office) within the one month period (commencing as of the applicable date of acquisition or filing) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter with respect to United States registered Copyrights pursuant to 17 USC § 205 and the regulations thereunder as soon as reasonably practicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest therein may be perfected by such filingsfiling pursuant to the UCC, registrations and recordings, and (ii) are prior to all other Liens on and rights of others therein, except for Permitted Liens. When the Collateral other than Liens permitted pursuant applicable Controlled Depositary, the Administrative Agent and the applicable Grantor have Authenticated a record providing that the applicable Controlled Depositary will comply with instructions originated by the Administrative Agent directing disposition of funds in the Deposit Account subject to Section 10.2 such record without any further consent by the applicable Grantor (such a record, a “Deposit Account Control Agreement”), the Security Interest will constitute a perfected security interest in all right, title and interest of the Credit Agreement applicable Grantor in such Deposit Account, and the corresponding sections power to transfer rights in such Deposit Account, in each case prior to all other Liens and rights of others therein and subject to no adverse claims, except for Permitted Liens. When the applicable Controlled Intermediary, the Administrative Agent and the applicable Grantor have Authenticated a record providing that the applicable Controlled Intermediary will comply with instructions originated by the Administrative Agent directing disposition of funds in the Securities Account subject to such record without any Additional First Lien Agreements. further consent by the applicable Grantor (c) Notwithstanding anything such a record, a “Securities Account Control Agreement”), the Security Interest will constitute a perfected security interest in all right, title and interest of the applicable Grantor in such Securities Account, and the power to transfer rights in such Securities Account, in each case prior to all other Liens and rights of others therein and subject to no adverse claims, except for Permitted Liens. When the contrary herein, no applicable Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cashhave delivered any Instruments, cash accounts and Investment Property) by any means other than by (i) filings pursuant to the Uniform Commercial Code of the relevant State(s), (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions, (iii) filings approved by United States government offices with respect to Intellectual Property or (iv) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Tangible Chattel Paper, money or Certificated Securities (together with an Effective Endorsement and Assignment in the case of Instruments and Certificated Securities) to the Administrative Agent, the Security Interest will constitute a perfected security interest in all right, title and interest of the applicable Grantor in such Instruments, Tangible Chattel Paper, money or Certificated Securities Securities, and the power to transfer rights in such Instruments, Tangible Chattel Paper, money or Negotiable DocumentsCertificated Securities, prior to all other Liens and rights of others therein and subject to no adverse claims, except for Permitted Liens. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) This Security Agreement is effective upon completion of the filings and other actions specified on Schedule 3 (including obtaining "control" (within the meaning of the STA) of Deposit Accounts and Securities Accounts (other than Permitted Unperfected Accounts), Investment Property and, to create the extent requested in favor of writing by the Collateral Agent, for its benefit Letter-of-Credit Rights (which, in the case of all filings and for other documents referred to on said Schedule, unless otherwise noted, have been delivered to the benefit Collateral Agent in completed and, where applicable, duly executed form) will constitute valid perfected security interests (to the extent perfection of security interests therein may be perfected by filing of a financing statement under the PPSA and/or filings with the Canadian Intellectual Property Office or Canadian Industrial Design Office, as applicable, possession by the Collateral Agent of the First Lien Secured Parties, legal, valid respective Investment Property or "control" of Deposit Accounts and enforceable Security Interests Securities Accounts) in the Collateral, subject to the effects all of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests granted pursuant to this Security Agreement (i) constitute and will continue to constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained excluding Letter-of-Credit Rights where written request has not been made by the filings or other actions described in clause (A), (B) or (C) of this paragraph which actions have been taken prior to the date hereof to the extent required by the Original Security Agreement and shall continue to apply to the First Lien Obligations under this Security AgreementCollateral Agent) in favor of the Collateral Agent, for the ratable benefit of the First Lien Secured Parties, as collateral security for the First Lien such Grantor's Obligations, upon (A) enforceable in accordance with the completion terms hereof against all creditors of the filing such Grantor and any Persons purporting to purchase any Collateral from such Grantor, other than purchasers in the applicable filing offices ordinary course of all financing statements, in each case, naming each Grantor as “debtor” and the Original Agent or the Collateral Agent as “secured party”, as the case may be, and describing the Collateral, (B) delivery of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer to the Collateral Agent or in blank and (C) the completion of the filing, registration and recording of (x) each fully executed agreement in the form of Annex A hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Patents, and the form of Annex B hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Trademarks, containing a description of all Collateral constituting such Intellectual Property with the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter pursuant to 35 USC § 261 and 15 USC § 1060 and the regulations thereunder with respect to United States Patents and United States registered Trademarks and (y) a fully executed agreement in the form of Annex C hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Copyrights, containing a description of all Collateral constituting such Intellectual Property with the United States Copyright Office (or any successor office) within the one month period (commencing as of the applicable date of acquisition or filing) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter with respect to United States registered Copyrights pursuant to 17 USC § 205 and the regulations thereunder as soon as reasonably practicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordingsbusiness, and (iib) are prior to all other Liens on the Collateral other than in existence on the date hereof except for Liens permitted pursuant to Section 10.2 by the Note Documents and other Liens which have priority over the Liens granted hereunder on the Collateral by operation of the Credit Agreement and the corresponding sections of any Additional First Lien Agreements. (c) law. Notwithstanding anything to the contrary hereincontained above or elsewhere in this Agreement, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property) by any means other than by (i) filings pursuant but nonetheless subject to the Uniform Commercial Code terms of the relevant State(s)Intercreditor Agreement, (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions, (iii) filings approved by United States government offices with respect to Intellectual Property or (iv) delivery to Letter-of-Credit Rights where the relevant Grantor has been requested by the Collateral Agent to be held in its possession obtain "control" of all Collateral consisting same, the respective Grantor shall have a reasonable period of Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents. (d) It is understood time to comply with such request and agreed that the Security Interests in cash and Investment Property created hereunder such "control" shall not prevent be required if the Grantors from respective Grantor is unable to obtain any required consents for such "control" after using such assets commercially reasonable efforts to obtain same, and unless and until "control" of the respective Letter-of-Credit Rights is obtained in accordance with the ordinary course above provisions of their respective businessesthis Section 4.3 (including this sentence), there shall be no violation of any representation or warranty or covenant contained in this Agreement as a result thereof.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the First Lien Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Se-curity Interests granted pursuant to this Security Agreement (i) constitute and will continue to constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B) or (C) of this paragraph which actions have been taken prior and other than with respect to any As-Extracted Collateral that requires the date hereof filing or recording of financing statements other than in the office of the Secretary of State or other central filing office in the jurisdiction of organization of the applicable Guarantor in order to the extent required by the Original Security Agreement and shall continue to apply to the First Lien Obligations under this Security Agreementperfect) in favor of the Collateral Agent, for the benefit of the First Lien Secured Parties, as collateral security for the First Lien Obligations, upon (A) the completion of the filing in the applicable filing offices of all financing statements, in each case, naming each Grantor as “debtor” and the Original Agent or the Collateral Agent as “secured party”, as the case may be, ” and describing the Collateral, (B) delivery of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer to the Collateral Agent or in blank and (C) the completion of the filing, registration filing and recording of (x) each fully executed agreement agreements in the form of Annex A hereto hereof (together with the supplements theretoor a supplement hereto) filed prior, or subsequent, to the date hereof, with respect to Patents, and the form of Annex B hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Trademarks, containing a description of all Collateral constituting such Intellectual Property with registered Patents and Trademarks in the United States Patent and Trademark Office (or any successor office) within the a three month period (commencing as of the date hereof) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter pursuant to 35 USC § 261 and 15 USC § 1060 and the regulations thereunder with respect to Collateral constituting United States Patents and United States registered Trademarks and (y) a fully executed agreement in the form of Annex C hereto (together with the supplements thereto) filed prior, or subsequent, to acquired after the date hereof, with respect to Copyrightswithin three months thereafter, containing a description of and all Collateral constituting such Intellectual Property with registered Copyrights in the United States Copyright Office (or any successor office) within the a one month period (commencing as of the applicable date of acquisition or filinghereof) or, in the case of with respect to Collateral constituting such Intellectual Property registered United States Copyrights acquired after the date hereof, within one month thereafter with respect to United States registered Copyrights pursuant to 35 USC § 261, 15 USC § 1060 or 17 USC § 205 and the regulations thereunder as soon as reasonably practicablethereunder, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings, registrations filings and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2 of the Credit Agreement and the corresponding sections of any Additional First Lien AgreementsAgreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property) by any means other than by (i) filings pursuant to the Uniform Commercial Code of the relevant State(s), (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions, (iii) filings approved by United States government offices with respect to Intellectual Property or (iviii) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents; provided that the Grantors shall not be required to deliver to the Collateral Agent any Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents with an individual fair market value of less than $10,000,000. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the First Lien Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests The security interests granted pursuant to this Security Agreement (ia) constitute and will continue to constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by upon completion of the filings or and other actions described in clause specified on Schedule 3 (Aincluding obtaining "control" (within the meaning of the applicable Uniform Commercial Code) of Deposit Accounts and Securities Accounts (other than Permitted Unperfected Accounts), (B) or (C) of this paragraph which actions have been taken prior to the date hereof Investment Property and, to the extent required requested in writing by the Original Security Agreement Administrative Agent, Letter-of-Credit Rights (which, in the case of all filings and shall continue other documents referred to apply on said Schedule, unless otherwise noted, have been delivered to the First Lien Obligations under this Security AgreementAdministrative Agent in completed and, where applicable, duly executed form) in favor of the Collateral Agent, for the benefit of the First Lien Secured Parties, as collateral will constitute valid perfected security for the First Lien Obligations, upon interests (A) the completion of the filing in the applicable filing offices of all financing statements, in each case, naming each Grantor as “debtor” and the Original Agent or the Collateral Agent as “secured party”, as the case may be, and describing the Collateral, (B) delivery of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer to the Collateral Agent or in blank and (C) the completion extent perfection of the filing, registration and recording security interests therein may be perfected by filing of (x) each fully executed agreement in the form of Annex A hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Patents, and the form of Annex B hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Trademarks, containing a description of all Collateral constituting such Intellectual Property UCC-1 financing statements and/or filings with the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter pursuant to 35 USC § 261 and 15 USC § 1060 and the regulations thereunder with respect to United States Patents and United States registered Trademarks Copyright Office, possession by the Administrative Agent of the respective Investment Property or "control" of Deposit Accounts and Securities Accounts) in all of the Collateral (yexcluding Letter-of-Credit Rights where written request has not been made by the Administrative Agent) a fully executed agreement in favor of the Administrative Agent, for the ratable benefit of the Administrative Agent and the Lenders, as collateral security for such Grantor's Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor, other than purchasers in the form ordinary course of Annex C hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Copyrights, containing a description of all Collateral constituting such Intellectual Property with the United States Copyright Office (or any successor office) within the one month period (commencing as of the applicable date of acquisition or filing) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter with respect to United States registered Copyrights pursuant to 17 USC § 205 and the regulations thereunder as soon as reasonably practicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordingsbusiness, and (iib) are prior to all other Liens on the Collateral other than in existence on the date hereof except for Liens permitted pursuant to Section 10.2 of by the Credit Agreement and other Liens which have priority over the corresponding sections Liens granted hereunder on the Collateral by operation of any Additional First Lien Agreements. (c) law. Notwithstanding anything to the contrary hereincontained above or elsewhere in this Agreement, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property) by any means other than by (i) filings pursuant but nonetheless subject to the Uniform Commercial Code terms of the relevant State(s)Intercreditor Agreement, (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions, (iii) filings approved by United States government offices with respect to Intellectual Property or (iv) delivery to Letter-of-Credit Rights where the Collateral relevant Grantor has been requested by the Administrative Agent to be held in its possession obtain "control" of all Collateral consisting same, the respective Grantor shall have a reasonable period of Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents. (d) It is understood time to comply with such request and agreed that the Security Interests in cash and Investment Property created hereunder such "control" shall not prevent be required if the Grantors from respective Grantor is unable to obtain any required consents for such "control" after using such assets commercially reasonable efforts to obtain same, and unless and until "control" of the respective Letter-of-Credit Rights is obtained in accordance with the ordinary course above provisions of their respective businessesthis Section 4.3 (including this sentence), there shall be no violation of any representation or warranty or covenant contained in this Agreement as a result thereof.

Perfected First Priority Liens. (a) This Security Agreement Each UCC financing statement provided by the Administrative Agent to the Grantors naming any Grantor as a debtor and the Administrative Agent as secured party is effective in appropriate form for filing in the appropriate offices of the states specified on Schedule 3.3 to create in favor the Collateral Disclosure Letter (as such schedule shall be updated from time to time pursuant to Section 4.3) and contains an adequate description of the Collateral Agent, for its benefit and for the benefit purposes of the First Lien Secured Parties, legal, valid and enforceable Security Interests perfecting a security interest in the Collateral, subject such Collateral to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject extent that a security interest therein may be perfected by filing pursuant to the limitations set forth in clause (c) of this Section 3.2, the UCC. The Security Interests granted pursuant to this Security Agreement (i) constitute and will continue to constitute valid and perfected Security Interests enforceable security interests in all of the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B) or (C) of this paragraph which actions have been taken prior to the date hereof to the extent required by the Original Security Agreement and shall continue to apply to the First Lien Obligations under this Security Agreement) in favor of the Collateral Administrative Agent, for the benefit of the First Lien Secured Parties, as collateral security for the First Lien Secured Obligations, upon subject to Permitted Liens. (Ab) When the completion aforementioned financing statements shall have been filed in the offices specified in Schedule 3.3 to the Collateral Disclosure Letter, the Security Interest will constitute a perfected security interest in all right, title and interest of the filing applicable Grantor named as debtor in such financing statement in the applicable filing offices of all financing statementsCollateral described therein, and the power to transfer rights in such Collateral, in each case, naming each Grantor as “debtor” and the Original Agent or the Collateral Agent as “secured party”, as the case may be, and describing the Collateral, (B) delivery of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer to the Collateral Agent or in blank and (C) the completion of the filing, registration and recording of (x) each fully executed agreement in the form of Annex A hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Patents, and the form of Annex B hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Trademarks, containing a description of all Collateral constituting such Intellectual Property with the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter pursuant to 35 USC § 261 and 15 USC § 1060 and the regulations thereunder with respect to United States Patents and United States registered Trademarks and (y) a fully executed agreement in the form of Annex C hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Copyrights, containing a description of all Collateral constituting such Intellectual Property with the United States Copyright Office (or any successor office) within the one month period (commencing as of the applicable date of acquisition or filing) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter with respect to United States registered Copyrights pursuant to 17 USC § 205 and the regulations thereunder as soon as reasonably practicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest therein may be perfected by such filings, registrations and recordings, and (ii) are filing pursuant to the UCC prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2 and rights of the Credit Agreement and the corresponding sections of any Additional First Lien Agreementsothers therein, except for Permitted Liens. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property) by any means other than by (i) filings pursuant to the Uniform Commercial Code of the relevant State(s), (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions, (iii) filings approved by United States government offices with respect to Intellectual Property or (iv) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents[Reserved]. (d) It is understood [Reserved]. (e) When the applicable Grantor shall have delivered any Certificated Securities constituting Collateral (together with an Effective Endorsement and agreed that Assignment) to the Administrative Agent, the Security Interests Interest will constitute a perfected security interest in cash all right, title and Investment Property created hereunder shall not prevent interest of the Grantors from using applicable Grantor in such assets Certificated Securities, and the power to transfer rights in the ordinary course such Certificated Securities, prior to all other Liens and rights of their respective businessesothers therein and subject to no adverse claims, except for Permitted Liens.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the First Lien Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests granted pursuant to this Security Agreement (i) constitute and will continue to constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B) or (C) of this paragraph which actions have been taken prior to the date hereof to the extent required by the Original Security Agreement and shall continue to apply to the First Lien Obligations under this Security Agreementparagraph) in favor of the Collateral Agent, for the ratable benefit of the First Lien Secured Parties, as collateral security for the First Lien Secured Obligations, upon (A) the completion of the filing in the applicable filing offices listed on Schedule I hereto of all financing statementsstatements (or financing statement amendments, as applicable), in each case, naming each Grantor as “debtor” and the Original Agent or the Collateral Agent as “secured party”, as the case may be, ” and describing the Collateral, (B) delivery to the Collateral Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer to the Collateral Agent or in blank and (C) the completion of the filing, registration and recording of (x) each a fully executed agreement in the form of Annex A hereto hereof (together with the supplements theretoor a supplement hereto) filed prior, or subsequent, to the date hereof, with respect to Patents, and the form of Annex B hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Trademarks, containing a description of all Collateral constituting such Intellectual Property with in the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter pursuant to 35 USC § 261 and 15 USC § 1060 and the regulations thereunder with respect to United States issued Patents and Patent applications and United States registered Trademarks and (y) a fully executed agreement Trademark applications and in the form of Annex C hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Copyrights, containing a description of all Collateral constituting such Intellectual Property with the United States Copyright Office (or any successor office) within the one month period (commencing as of the applicable date of acquisition or filing) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter with respect to United States registered Copyrights pursuant to 17 USC § 205 and the regulations thereunder as soon as reasonably practicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2 of the Credit Agreement and the corresponding sections of any Additional First Lien AgreementsAgreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property) by any means other than by (i) filings pursuant to the Uniform Commercial Code of the relevant State(s), (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictionsUnited States Patent and Trademark Office, United States Copyright Office, or successor offices, that are necessary or advisable for the purpose of perfecting, confirming, enforcing, or protecting the Security Interests granted in certain Intellectual Property and (iii) filings approved by United States government offices with respect to Intellectual Property or (iv) delivery to the Collateral Agent (or its bailee) to be held in its possession of all Collateral consisting of Tangible Chattel Paper, InstrumentsInstruments or any Certificated Securities, Certificated Securities in each case, properly endorsed for transfer to the Collateral Agent or Negotiable Documentsin blank, with a fair market value in excess of $5,000,000 individually. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the First Lien Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests granted pursuant to this Security Agreement (i) constitute and will continue to constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B) or (C) of this paragraph which actions have been taken prior to the date hereof to the extent required by the Original Security Agreement and shall continue to apply to the First Lien Obligations under this Security Agreementparagraph) in favor of the Collateral Agent, for the ratable benefit of the First Lien Secured Parties, as collateral security for the First Lien Obligations, upon (A) the completion of the filing in the applicable filing offices listed on Schedule I hereto of all financing statements, in each case, naming each Grantor as “debtor” and the Original Agent or the Collateral Agent as “secured party”, as the case may be, ” and describing the Collateral, (B) delivery to the Collateral Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer to the Collateral Agent or in blank and (C) the completion of the filing, registration and recording of (x) each a fully executed agreement in the form of Annex A hereto hereof (together with the supplements theretoor a supplement hereto) filed prior, or subsequent, to the date hereof, with respect to Patents, and the form of Annex B hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Trademarks, containing a description of all Collateral constituting such Intellectual Property with in the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter pursuant to 35 USC § 261 and 15 USC § 1060 and the regulations thereunder with respect to United States Patents and United States registered Trademarks and (y) a fully executed agreement in the form of Annex C hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Copyrights, containing a description of all Collateral constituting such Intellectual Property with the United States Copyright Office (or any successor office) within the one month period (commencing as of the applicable date of acquisition or filing) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter with respect to United States registered Copyrights pursuant to 17 USC § 205 and the regulations thereunder as soon as reasonably practicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2 of the Credit Agreement and the corresponding sections of any Additional First Lien AgreementsAgreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property) by any means other than by (i) filings pursuant to the Uniform Commercial Code of the relevant State(s), (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictionsUnited States Patent and Trademark Office, United States Copyright Office, or successor offices, that are necessary or advisable for the purpose of perfecting, confirming, enforcing, or protecting the Security Interests granted in certain Intellectual Property and (iii) filings approved by United States government offices with respect to Intellectual Property or (iv) delivery to the Collateral Agent (or its bailee) to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments, Instruments or any Certificated Securities or Negotiable Documentswith a fair market value in excess of $1,500,000 individually. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

Perfected First Priority Liens. (a) This Security and Pledge Agreement is effective to create in favor of the Collateral AgentTrustee, for its benefit and for the benefit of the First Lien Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principlesprinciples and including, without limitation, in relation to any company incorporated under the laws of the Grand Duchy of Luxembourg, bankruptcy (faillite), insolvency, its voluntary or judicial liquidation (liquidation volontaire ou judiciaire), composition with creditors (concordat préventif de faillite), reprieve from payment (sursis de paiement), controlled management (gestion contrôlée), fraudulent conveyance (actio pauliana), general settlement with creditors, reorganisation or similar laws affecting the rights of creditors generally. (b) Subject to the limitations set forth in clause (cg) of this Section 3.24.2, the Security Interests granted pursuant to this Security and Pledge Agreement (i) constitute and will continue to constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B) or (C) of this paragraph which actions have been taken prior to the date hereof to the extent required by the Original Security Agreement and shall continue to apply to the First Lien Obligations under this Security Agreementparagraph) in favor of the Collateral AgentTrustee, for its benefit and the ratable benefit of the First Lien other Secured Parties, as collateral security for the First Lien Obligations, upon (A) the completion of the filing in the applicable filing offices of all financing statements, in each case, statements naming each Grantor as “debtor” and the Original Agent or the Collateral Agent Trustee as “secured party”, as the case may be, ” and describing the CollateralCollateral in the applicable filing offices, (B) delivery of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer to the Collateral Agent or in blank and (C) the completion of the filing, registration and recording of (x) each a fully executed agreement in the form of Annex A hereto hereof (together with the supplements theretoor a supplement hereto) filed prior, or subsequent, to the date hereof, with respect to Patents, and the form of Annex B hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Trademarks, containing a description of all Collateral constituting such Intellectual Property with in the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter pursuant to 35 USC § 261 and 15 USC § 1060 and the regulations thereunder with respect to United States Patents and United States registered Trademarks and (y) a fully executed agreement in the form of Annex C hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Copyrights, containing a description of all Collateral constituting such Intellectual Property with the United States Copyright Office (or any successor office) within the one month period (commencing as of the applicable date of acquisition or filinghereof) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter with respect to United States registered Copyrights pursuant to 17 USC § 205 and the regulations thereunder as soon as reasonably practicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2 of the Credit Agreement and the corresponding sections of any each Additional First Lien AgreementsAgreement. (c) Schedule 7 hereto correctly represents as of the date hereof (A) the issuer, the certificate number (except with respect to any “Specified Issuer” identified in Schedule 7), the Grantor and the record and beneficial owner, the number and class and the percentage of the issued and outstanding Equity Interests of such class of all Pledged Shares and (B) the issuer, the initial principal amount, the Grantor and holder, date of and maturity date of all Pledged Debt. Except as set forth on Schedule 7, the Pledged Shares represent all (or 65 percent in the case of pledges of Foreign Subsidiaries) of the issued and outstanding Equity Interests of each class of Equity Interests in the issuer on the date hereof. (d) As of the date hereof, each Grantor is the legal and beneficial owner of the Pledged Collateral identified with respect to such Grantor on Schedule 7 as pledged or assigned by such Grantor hereunder free and clear of any Lien, except for the Lien created by this Security and Pledge Agreement. (e) As of the date hereof, the Pledged Shares pledged by any Grantor hereunder have been duly authorized and validly issued and, in the case of Pledged Shares issued by a corporation, are fully paid and non-assessable. (f) Each Grantor has full power, authority and legal right to pledge all the Pledged Collateral pledged by such Grantor pursuant to this Security and Pledge Agreement. (g) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security and Pledge Agreement (including Security Interests in cash, cash accounts and Investment Property) by any means other than by (i) filings pursuant to the Uniform Commercial Code Codes of the relevant State(s), (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictionsjurisdictions with respect to motor vehicles with an individual value in excess of $50,000, (iii) filings approved by United States government offices with respect to Intellectual Property or Property, (iv) delivery to in the case of Collateral Agent to be held in its possession of all Collateral consisting of that constitutes Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents, possession by the Collateral Trustee in the United States, (v) in the case of each Closing Date Deposit Account, the Borrower, Intelsat Intermediate and Intelsat Sub Holdco shall use commercial reasonable efforts to obtain a control agreement with respect to such Closing Date Deposit Account within 120 days of the date hereof or (vi) in the case of each Post Closing Date Deposit Account, the Borrower, Intelsat Intermediate and Intelsat Sub Holdco shall obtain a control agreement with respect to such Post Closing Date Deposit Account within 15 days of the date such Post Closing Date Deposit Account is established. No Grantor shall be required to complete any filings or other actions with respect to the perfection of Security Interests in any jurisdiction outside the United States, except for any filings or actions reasonably requested by the Collateral Trustee or the Administrative Agent in connection with the movement of Satellites outside of the United States prior to the launch thereof. (dh) It is understood and agreed that the Security Interests in cash cash, Deposit Accounts and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the First Lien Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests granted pursuant to this Security Agreement (i) constitute and will continue to constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B) or (C) of this paragraph which actions have been taken prior to the date hereof to the extent required by the Original Security Agreement and shall continue to apply to the First Lien Obligations under this Security Agreement) in favor of the Collateral Administrative Agent, for the benefit of the First Lien Secured Parties, a legal, valid and enforceable security interest in the Collateral of such Grantor, except as collateral security for enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the First Lien Obligations, upon enforcement of creditors’ rights generally. When (Ai) in the completion case of the filing in the applicable filing offices of all financing statementsPledged Stock and Pledged Notes, in each casestock certificates and promissory notes representing such Pledged Stock and Pledged Notes, naming each Grantor as “debtor” and the Original Agent or the Collateral Agent as “secured party”respectively, as the case may be, and describing the Collateral, (B) delivery of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed together with powers indorsed for transfer to the Collateral Administrative Agent or in blank blank, are delivered to the Administrative Agent and (Cii) financing statements and other filings listed on Schedule 4.2 are filed in appropriate form in the completion offices specified thereon, this Agreement shall create a fully perfected Lien on, and security interest in, all right title and interest of such Grantor in such Collateral and the proceeds thereof ((a) to the extent such security interest may be perfected under the New York UCC by filing a financing statement, (b) in the case of the filing, registration Pledged Stock and recording of (x) each fully executed agreement in the form of Annex A hereto (together with the supplements thereto) filed prior, or subsequentPledged Notes, to the date hereofextent such security interest may be perfected under the New York UCC by possession thereof (and of appropriate transfer powers) by the Administrative Agent, (c) with respect to Patents, Patents and the form of Annex B hereto (together with the supplements thereto) filed prior, or subsequentTrademarks, to the date hereof, with respect to Trademarks, containing a description extent such security interest may be perfected under the New York UCC by filing evidence of all Collateral constituting such Intellectual Property security interest with the United States Patent and Trademark Office Office, (or any successor officed) within the three month period (commencing as of the date hereof) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter pursuant to 35 USC § 261 and 15 USC § 1060 and the regulations thereunder with respect to United States Patents and United States registered Trademarks and (y) a fully executed agreement in the form of Annex C hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Copyrights, containing a description to the extent such security interest may be perfected under the New York UCC by filing evidence of all Collateral constituting such Intellectual Property security interest with the United States Copyright Office and (or any successor officee) within except to the one month period (commencing as extent the actions to perfect such security interest are not then required to have been taken under the terms of the applicable date of acquisition or filingLoan Documents) oras security for the Obligations, in each case prior and superior in right to any other person (except (A) in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter with respect to United States registered Copyrights pursuant to 17 USC § 205 and the regulations thereunder as soon as reasonably practicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Pledged Stock and Pledged Notes, Liens permitted pursuant to by Section 10.2 6.02 of the Credit Agreement and (B) in the corresponding sections of any Additional First Lien Agreements. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property) by any means other than by (i) filings pursuant to the Uniform Commercial Code case of the relevant State(sPledged Stock and Pledged Notes, non-consensual Liens arising by operation of law), (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions, (iii) filings approved by United States government offices with respect to Intellectual Property or (iv) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the First Lien Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests granted pursuant to this Security Agreement (i) constitute and will continue to constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B), (C) or (CD) of this paragraph which actions have been taken prior and other than with respect to any As-Extracted Collateral that requires the date hereof filing or recording of financing statements other than in the office of the Secretary of State or other central filing office in the jurisdiction of organization of the applicable Grantor in order to the extent required by the Original Security Agreement and shall continue to apply to the First Lien Obligations under this Security Agreementperfect) in favor of the Collateral Agent, for the benefit of the First Lien Secured Parties, as collateral security for the First Lien Obligations, upon (A) the completion of the filing in the applicable filing offices of all financing statements, in each case, naming each Grantor as “debtor” and the Original Agent or the Collateral Agent as “secured party”, as the case may be, ” and describing the Collateral, (B) delivery to the Collateral Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer to the Collateral Agent or in blank and blank, (C) delivery to the Collateral Agent of the fully executed Deposit Agreement and (D) completion of the filing, registration and recording of (x) each a fully executed agreement in the form of Annex A hereto hereof (together with the supplements theretoor a supplement hereto) filed prior, or subsequent, to the date hereof, with respect to Patents, and the form of Annex B hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Trademarks, containing a description of all Collateral constituting such Intellectual Property with registered Patents and Trademarks in the United States Patent and Trademark Office (or any successor office) within the a three month period (commencing as of the date hereof) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter pursuant to 35 USC § 261 and 15 USC § 1060 and the regulations thereunder with respect to Collateral constituting United States Patents and United States registered Trademarks and (y) a fully executed agreement in the form of Annex C hereto (together with the supplements thereto) filed prior, or subsequent, to acquired after the date hereof, with respect to Copyrightswithin three months thereafter, containing a description of and all Collateral constituting such Intellectual Property with registered Copyrights in the United States Copyright Office (or any successor office) within the a one month period (commencing as of the applicable date of acquisition or filinghereof) or, in the case of with respect to Collateral constituting such Intellectual Property registered United States Copyrights acquired after the date hereof, within one month thereafter with respect to United States registered Copyrights pursuant to 35 USC § 261, 15 USC § 1060 or 17 USC § 205 and the regulations thereunder as soon as reasonably practicablethereunder, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2 of the Credit Agreement and the corresponding sections of any Additional First Lien AgreementsAgreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property) by any means other than by (i) filings pursuant to the Uniform Commercial Code of the relevant State(s), (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions, (iii) filings approved by United States government offices with respect to Intellectual Property or (iviii) delivery to the Collateral Agent (or its bailee) to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents; provided that the Grantors shall not be required to deliver to the Collateral Agent any Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents with an individual fair market value of less than $10,000,000. Notwithstanding anything to the contrary herein, no Grantor shall be required to complete any filings or other actions with respect to the perfection of the security interests created hereby in any jurisdiction outside of the United States. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the First Lien Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests granted pursuant to this Security Agreement (i) constitute and will continue to constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B) or (C) of this paragraph which actions have been taken prior to the date hereof to the extent required by the Original Security Agreement and shall continue to apply to the First Lien Obligations under this Security Agreementparagraph) in favor of the Collateral Agent, for the ratable benefit of the First Lien Secured Parties, as collateral security for the First Lien Obligations, upon (A) the completion of the filing in the applicable filing offices of all financing statements, in each case, naming each Grantor as “debtor” and the Original Agent or the Collateral Agent as “secured party”, as the case may be, ” and describing the Collateral, (B) delivery of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer to the Collateral Agent or in blank and (C) the completion of the filing, registration and recording of (x) each a fully executed agreement in the form of Annex A hereto hereof (together with the supplements theretoor a supplement hereto) filed prior, or subsequent, to the date hereof, with respect to Patents, and the form of Annex B hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Trademarks, containing a description of all Collateral constituting such Intellectual Property with in the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter pursuant to 35 USC § 261 and 15 USC § 1060 and the regulations thereunder with respect to United States Patents and United States registered Trademarks and (y) a fully executed agreement in the form of Annex C hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Copyrights, containing a description of all Collateral constituting such Intellectual Property with the United States Copyright Office (or any successor office) within the one month period (commencing as of the applicable date of acquisition or filing) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter with respect to United States registered Copyrights pursuant to 17 USC § 205 and the regulations thereunder as soon as reasonably practicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2 of the Credit Agreement and the corresponding sections of any Additional First Lien AgreementsAgreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property) by any means other than by (i) filings pursuant to the Uniform Commercial Code UCC of the relevant State(s), (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions, (iii) filings approved by United States government offices with respect to Intellectual Property or (iv) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

Perfected First Priority Liens. (a) This Security Agreement Each UCC financing statement naming any Grantor as a debtor and the Administrative Agent as secured party is effective in appropriate form for filing in the appropriate offices of the states specified on Schedule 3.6 to create in favor the Collateral Disclosure Letter (as such schedule shall be updated from time to time pursuant to Section 4.3) and contains an adequate description of the Collateral Agent, for its benefit and for the benefit purposes of the First Lien Secured Parties, legal, valid and enforceable Security Interests perfecting a security interest in the Collateral, subject such Collateral to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject extent that a security interest therein may be perfected by filing a financing statement pursuant to the limitations set forth in clause (c) of this Section 3.2, the UCC. The Security Interests granted pursuant to this Security Agreement (i) constitute and will continue to constitute valid and perfected Security Interests enforceable security interests in all of the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B) or (C) of this paragraph which actions have been taken prior to the date hereof to the extent required by the Original Security Agreement and shall continue to apply to the First Lien Obligations under this Security Agreement) in favor of the Collateral Administrative Agent, for the benefit of the First Lien Secured Parties, as collateral security for the First Lien Secured Obligations, upon subject to Permitted Liens. (Ab) When the completion aforementioned financing statements shall have been filed in the offices specified in Schedule 3.6 to the Collateral Disclosure Letter (as such schedule shall be updated from time to time pursuant to Section 4.3), the Security Interest will constitute a perfected security interest in all right, title and interest of the filing applicable Grantor named as debtor in such financing statement in the applicable filing offices of all financing statementsCollateral described therein, and the power to transfer rights in such Collateral, in each case, naming each Grantor as “debtor” and the Original Agent or the Collateral Agent as “secured party”, as the case may be, and describing the Collateral, (B) delivery of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer to the Collateral Agent or in blank and (C) the completion of the filing, registration and recording of (x) each fully executed agreement in the form of Annex A hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Patents, and the form of Annex B hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Trademarks, containing a description of all Collateral constituting such Intellectual Property with the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter pursuant to 35 USC § 261 and 15 USC § 1060 and the regulations thereunder with respect to United States Patents and United States registered Trademarks and (y) a fully executed agreement in the form of Annex C hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Copyrights, containing a description of all Collateral constituting such Intellectual Property with the United States Copyright Office (or any successor office) within the one month period (commencing as of the applicable date of acquisition or filing) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter with respect to United States registered Copyrights pursuant to 17 USC § 205 and the regulations thereunder as soon as reasonably practicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest therein may be perfected by such filingsfiling pursuant to the UCC, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2 and rights of the Credit Agreement and the corresponding sections of any Additional First Lien Agreementsothers therein, except for Permitted Liens. (c) Notwithstanding anything to When the contrary herein, no applicable Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cashhave delivered any Instruments, cash accounts and Investment Property) by any means other than by (i) filings pursuant to the Uniform Commercial Code of the relevant State(s), (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions, (iii) filings approved by United States government offices with respect to Intellectual Property or (iv) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Tangible Chattel Paper, money or Certificated Securities (together with an Effective Endorsement and Assignment in the case of Instruments and Certificated Securities) to the Administrative Agent, the Security Interest will constitute a perfected security interest in all right, title and interest of the applicable Grantor in such Instruments, Tangible Chattel Paper, money or Certificated Securities Securities, and the power to transfer rights in such Instruments, Tangible Chattel Paper, money or Negotiable DocumentsCertificated Securities, prior to all other Liens and rights of others therein and subject to no adverse claims, except for Permitted Liens. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

Perfected First Priority Liens. (a) This Security The security interests granted pursuant to this Agreement is effective to create constitute valid security interests in all of the Collateral in favor of the Collateral Agent, for its benefit and for the benefit of the First Lien Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests granted pursuant to this Security Agreement (i) constitute and will continue to constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B) or (C) of this paragraph which actions have been taken prior to the date hereof to the extent required by the Original Security Agreement and shall continue to apply to the First Lien Obligations under this Security Agreement) in favor of the Collateral Administrative Agent, for the benefit of the First Lien Secured Parties, as collateral security for the First Lien Obligations, enforceable against each applicable Grantor in accordance with the terms hereof (subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally and by general equitable principles (whether enforcement is sought in proceedings in equity or at law) and upon (A) the completion of the filing filings and other actions specified on Schedule 2 hereto (which, in the applicable filing offices case of all financing statementsfilings and other documents referred to on said Schedule to be made under the New York UCC, have been delivered to the Administrative Agent in completed and, where required, duly executed form) will constitute valid perfected security interests in all of the Collateral (other than any Collateral for which perfection is not required pursuant to Section 5) in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Obligations, in each case, naming each Grantor as “debtor” case prior and the Original Agent or the Collateral Agent as “secured party”, as the case may be, and describing the Collateral, superior in right to any other person (B) delivery of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer to the Collateral Agent or in blank and (C) the completion except Liens permitted by Section 6.02 of the filingCredit Agreement), registration and recording of (x) each fully executed agreement enforceable in the form of Annex A hereto (together accordance with the supplements thereto) filed prior, or subsequentterms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor, to the date hereofextent the security interest therein may be perfected by filing, with respect to Patents, and recording or registration in the form of Annex B hereto (together with the supplements thereto) filed prior, or subsequent, United States pursuant to the date hereofUniform Commercial Code of any applicable jurisdiction or, with respect to Trademarks, containing a description in the case of all Collateral constituting such the Intellectual Property with of the Grantors referred to in Section 4.6, by filing, recording or registration in the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) orUnited States Copyright Office; provided, however, that additional filings in the case of United States Patent and Trademark Office and the United States Copyright Office may be required in connection with registered and applied for Trademarks, Patents and Copyrights constituting Collateral constituting such Intellectual Property which are acquired after the date hereof, thereafter pursuant to 35 USC § 261 and 15 USC § 1060 and provided further that the regulations thereunder with respect to perfection (or analogous status) of the Administrative Agent’s Lien in Intellectual Property Collateral established under the laws of jurisdictions outside the United States Patents may require additional filings and United States registered Trademarks and (y) a fully executed agreement in other actions. When certificates or promissory notes representing the form of Annex C hereto Pledged Stock or the Pledged Notes, as applicable, are delivered to the Administrative Agent (together with transfer powers or endorsements executed in blank), the supplements theretoAdministrative Agent (for the benefit of the Secured Parties) filed priorwill have a fully perfected Lien on, or subsequentand security interest in, all right, title and interest of each Grantor in the Collateral as collateral security for the Obligations to the date hereof, with respect to Copyrights, containing a description extent perfection in such Collateral (and the proceeds thereof) may be obtained by possession of all Collateral constituting such Intellectual Property with the United States Copyright Office (or any successor office) within the one month period (commencing as of the applicable date of acquisition or filing) orcertificates and/or promissory notes, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter with respect to United States registered Copyrights pursuant to 17 USC § 205 Pledged Stock and the regulations thereunder as soon as reasonably practicablePledged Notes, in each case prior and otherwise as may be required pursuant superior in right to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2 of the Credit Agreement and the corresponding sections of any Additional First Lien Agreementsperson. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property) by any means other than by (i) filings pursuant to the Uniform Commercial Code of the relevant State(s), (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions, (iii) filings approved by United States government offices with respect to Intellectual Property or (iv) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the First Lien Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of except as enforceability thereof may be limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally and subject to general equitable principlesprinciples of equity. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests granted pursuant to this Security Agreement (i) constitute and will continue to constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B) or (C) of this paragraph which actions have been taken prior and other than with respect to any As-Extracted Collateral that requires the date hereof filing or recording of financing statements other than in the office of the Secretary of State or other central filing office in the jurisdiction of organization of the applicable Grantor in order to the extent required by the Original Security Agreement and shall continue to apply to the First Lien Obligations under this Security Agreementperfect) in favor of the Collateral Agent, for the benefit of the First Lien Secured Parties, as collateral security for the First Lien Obligations, upon (A) the completion of the filing in the applicable filing offices of all financing statements, in each case, naming each Grantor as “debtor” and the Original Agent or the Collateral Agent as “secured party”, as the case may be, ” and describing the Collateral, (B) delivery to the Collateral Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer to the Collateral Agent or in blank and (C) the completion of the filing, registration and recording of (x) each fully executed agreement agreements in the form of Annex A hereto hereof (together with the supplements theretoor a supplement hereto) filed prior, or subsequent, to the date hereof, with respect to Patents, and the form of Annex B hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Trademarks, containing a description of all Collateral constituting such Intellectual Property with registered Patents and Trademarks in the United States Patent and Trademark Office (or any successor office) within the a three month period (commencing as of the date hereof) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter pursuant to 35 USC § 261 and 15 USC § 1060 and the regulations thereunder with respect to Collateral constituting United States Patents and United States registered Trademarks and (y) a fully executed agreement in the form of Annex C hereto (together with the supplements thereto) filed prior, or subsequent, to acquired after the date hereof, with respect to Copyrightswithin three months thereafter, containing a description of and all Collateral constituting such Intellectual Property with registered Copyrights in the United States Copyright Office (or any successor office) within the a one month period (commencing as of the applicable date of acquisition or filinghereof) or, in the case of with respect to Collateral constituting such Intellectual Property registered United States Copyrights acquired after the date hereof, within one month thereafter with respect to United States registered Copyrights pursuant to 35 USC § 261, 15 USC § 1060 or 17 USC § 205 and the regulations thereunder as soon as reasonably practicablethereunder, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings, registrations filings and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2 6.02 of the Credit Agreement and the corresponding sections of any Additional First Lien AgreementsAgreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property) by any means other than by (i) filings pursuant to the Uniform Commercial Code of the relevant State(s), (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions, (iii) filings approved by United States government offices with respect to Intellectual Property or (iviii) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents; provided that the Grantors shall not be required to deliver to the Collateral Agent any Tangible Chattel Paper, Instrument, Certificated Security or Negotiable Document with an individual fair market value of less than $20,000,000. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the First Lien Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (cb) of this Section 3.2, the Security Interests granted pursuant to this Security Agreement (i) constitute and will continue to constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B) or (C) of this paragraph which actions have been taken prior to the date hereof to the extent required by the Original Security Agreement and shall continue to apply to the First Lien Obligations under this Security Agreement) in favor of the Collateral Administrative Agent, for the ratable benefit of the First Lien Secured Parties, as collateral security for the First Lien Obligations, upon (A) the completion of all filings, registrations, recordings and other actions specified in Section 6 of the Perfection Certificate (as such information is updated pursuant to Section 9.1(d) of the Credit Agreement) to the extent that a Security Interest may be perfected by the filing in the applicable filing offices of all any UCC financing statements, in each case, naming each Grantor as “debtor” and the Original Agent or the Collateral Agent as “secured party”, as the case may be, and describing the Collateralstatement, (B) delivery in the case of all InstrumentsEquipment that is covered by a certificate of title, Chattel Paper, Certificated Securities and negotiable Documents the filing with the registrar of motor vehicles or other appropriate authority in each case, properly endorsed for transfer the applicable jurisdiction (as specified in the Perfection Certificate (as such information is updated pursuant to Section 9.1(d) of the Collateral Agent or in blank Credit Agreement)) of an application requesting the notation of the Security Interest created hereunder on such certificate of title and (C) the completion of the filing, registration and recording of (x) each a fully executed agreement in the form of Annex A hereto hereof (together with the supplements theretoor a supplement hereto) filed prior, or subsequent, to the date hereof, with respect to Patents, and the form of Annex B hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Trademarks, containing a description of all Collateral constituting such Intellectual Property with in the United States Stated Patent and Trademark Office (or any successor office) within the three three-month period (commencing as of the date hereof) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter pursuant to 35 USC § §261 and 15 USC § §1060 and the regulations thereunder with respect to United States Patents and United States registered Trademarks and (y) a fully executed agreement in the form of Annex C hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Copyrights, containing a description of all Collateral constituting such Intellectual Property with the United States Copyright Office (or any successor office) within the one one-month period (commencing as of the applicable date of acquisition or filinghereof) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter with respect to United States registered Copyrights pursuant to 17 USC § §205 and the regulations thereunder as soon as reasonably practicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2 of the Credit Agreement and the corresponding sections of any Additional First Lien AgreementsAgreement. (cb) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property) by any means other than by (i) filings pursuant to the Uniform Commercial Code Codes of the relevant State(s), (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions, (iii) filings approved by United States government offices with respect to Intellectual Property or (iv) delivery when applicable, possession by the Administrative Agent in the United States. No Grantor shall be required to complete any filings or other action with respect to the Collateral Agent to be held perfection of Security Interests in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documentsany jurisdiction outside the United States. (dc) It is understood and agreed that the Security Interests in cash, cash accounts and Investment Property Permitted Investments created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the First Lien Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests granted pursuant to this Security Agreement (i) constitute and will continue to constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B) or (C) of this paragraph which actions have been taken prior to the date hereof to the extent required by the Original Security Agreement and shall continue to apply to the First Lien Obligations under this Security Agreementparagraph) in favor of the Collateral Agent, for the ratable benefit of the First Lien Secured Parties, as collateral security for the First Lien Secured Obligations, upon (A) the completion of the filing in the applicable filing offices listed on Schedule I hereto of all financing statements, in each case, naming each Grantor as “debtor” and the Original Agent or the Collateral Agent as “secured party”, as the case may be, ” and describing the Collateral, (B) delivery to the Collateral Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer to the Collateral Agent or in blank and (C) the completion of the filing, registration and recording of (x) each a fully executed agreement in the form of Annex A hereto hereof (together with the supplements theretoor a supplement hereto) filed prior, or subsequent, to the date hereof, with respect to Patents, and the form of Annex B hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Trademarks, containing a description of all Collateral constituting such Intellectual Property with in the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter pursuant to 35 USC § 261 and 15 USC § 1060 and the regulations thereunder with respect to United States issued Patents and Patent applications and United States registered Trademarks and (y) a fully executed agreement Trademark applications and in the form of Annex C hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Copyrights, containing a description of all Collateral constituting such Intellectual Property with the United States Copyright Office (or any successor office) within the one month period (commencing as of the applicable date of acquisition or filing) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter with respect to United States registered Copyrights pursuant to 17 USC § 205 and the regulations thereunder as soon as reasonably practicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2 of the Credit Agreement and the corresponding sections of any Additional First Lien AgreementsAgreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property) by any means other than by (i) filings pursuant to the Uniform Commercial Code of the relevant State(s), (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictionsUnited States Patent and Trademark Office, United States Copyright Office, or successor offices, that are necessary or advisable for the purpose of perfecting, confirming, enforcing, or protecting the Security Interests granted in certain Intellectual Property and (iii) filings approved by United States government offices with respect to Intellectual Property or (iv) delivery to the Collateral Agent (or its bailee) to be held in its possession of all Collateral consisting of Tangible Chattel Paper, InstrumentsInstruments or any Certificated Securities, Certificated Securities in each case, properly endorsed for transfer to the Collateral Agent or Negotiable Documentsin blank, with a fair market value in excess of $1,500,000 individually. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the First Lien Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests granted pursuant to this Security Agreement (i) constitute and will continue to constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B) or (C) of this paragraph which actions have been taken prior to the date hereof to the extent required by the Original Security Agreement and shall continue to apply to the First Lien Obligations under this Security Agreementparagraph) in favor of the Collateral Agent, for the ratable benefit of the First Lien Secured Parties, as collateral security for the First Lien Obligations, upon (A) the completion of the filing in the applicable filing offices of all financing statements, in each case, naming each Grantor as “debtor” and the Original Agent or the Collateral Agent as “secured party”, as the case may be, ” and describing the Collateral, (B) delivery of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer to the Collateral Agent or in blank and (C) the completion of the filing, registration and recording of (x) each a fully executed agreement in the form of Annex A hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereofhereto, with respect to Patents, and the form of Annex B hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereofhereto, with respect to Trademarks, containing a description of all Collateral constituting such Intellectual Property with the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter pursuant to 35 USC § 261 and 15 USC § 1060 and the regulations thereunder with respect to United States Patents and United States registered Trademarks and (y) a fully executed agreement in the form of Annex C hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereofhereto, with respect to Copyrights, containing a description of all Collateral constituting such Intellectual Property with the United States Copyright Office (or any successor office) within the one month period (commencing as of the applicable date of acquisition or filing) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter with respect to United States registered Copyrights pursuant to 17 USC § 205 and the regulations thereunder as soon as reasonably practicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2 of the Credit Agreement and the corresponding sections of any Additional First Lien AgreementsAgreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property) by any means other than by (i) filings pursuant to the Uniform Commercial Code of the relevant State(s), (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions, (iii) filings approved by United States government offices with respect to Intellectual Property or (iv) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the First Lien Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests granted pursuant to this Security Agreement (i) constitute and will continue to constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B) ), or (C) of this paragraph which actions have been taken prior to the date hereof to the extent required by the Original Security Agreement and shall continue to apply to the First Lien Obligations under this Security Agreement) in favor of the Collateral Agent, for the ratable benefit of the First Lien Secured Parties, as collateral security for the First Lien Obligations, upon (A) the completion of the filing in the applicable filing offices of all financing statements, in each case, naming each Grantor as “debtor” and the Original Agent or the Collateral Agent as “secured party”, as the case may be, ” and describing the CollateralCollateral in the filing offices specified in Schedule 3.2(b), (B) delivery to Collateral Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents Negotiable Documents, in each case, properly endorsed for transfer to the Collateral Agent or in blank blank, and (C) the completion of the filing, registration filing and recording of (x) each fully executed agreement agreements in the form of Annex A hereto hereof (together with the supplements theretoor a supplement hereto) filed prior, or subsequent, to the date hereof, with respect to Patents, and the form of Annex B hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Trademarks, containing a description of all Collateral constituting such Intellectual Property with Patents and Trademarks in the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) or, in the case of with respect to all Collateral constituting such Intellectual Property Patents and registered Trademarks acquired after the date hereof, thereafter pursuant to 35 USC § 261 within three months thereafter, and 15 USC § 1060 and the regulations thereunder with respect to United States Patents and United States registered Trademarks and (y) a fully executed agreement in the form of Annex C hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Copyrights, containing a description of all Collateral constituting such Intellectual Property with registered Copyrights in the United States Copyright Office (or any a successor office) within the one month period (commencing as of the applicable date of acquisition or filinghereof) or, in the case of with respect to all Collateral constituting such Intellectual Property Copyrights acquired after the date hereof, within one month thereafter with respect to United States registered Copyrights pursuant to 35 USC § 261, and 15 USC § 1060, or 17 USC § 205 and the regulations thereunder as soon as reasonably practicablethereunder, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings, registrations filings and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2 of the Credit Agreement and the corresponding sections of any Additional First Lien AgreementsAgreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property) by any means other than by (i) filings pursuant to the Uniform Commercial Code UCC of the relevant State(sstate(s), (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions, (iii) filings approved by United States government offices with respect to Intellectual Property or (iviii) delivery to the Collateral Agent (or its bailee) to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses, subject to the provisions of the Control Agreements with respect to such cash and Investment Property.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the First Lien Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests granted pursuant to this Security Agreement (i) constitute and will continue to constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B) ), or (C) of this paragraph which actions have been taken prior to the date hereof to the extent required by the Original Security Agreement and shall continue to apply to the First Lien Obligations under this Security Agreement) in favor of the Collateral Agent, for the ratable benefit of the First Lien Secured Parties, as collateral security for the First Lien Obligations, upon (A) the completion of the filing in the applicable filing offices of all financing statements, in each case, naming each the Grantor as “debtor” and the Original Agent or the Collateral Agent as “secured party”, as the case may be, ” and describing the CollateralCollateral in the filing offices specified in Schedule 3.2(b), (B) delivery to Collateral Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents Negotiable Documents, in each case, properly endorsed for transfer to the Collateral Agent or in blank blank, and (C) the completion of the filing, registration filing and recording of (x) each fully executed agreement agreements in the form of Annex A hereto hereof (together with the supplements theretoor a supplement hereto) filed prior, or subsequent, to the date hereof, with respect to Patents, and the form of Annex B hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Trademarks, containing a description of all Collateral constituting such Intellectual Property with Patents and Trademarks in the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) or, in the case of with respect to all Collateral constituting such Intellectual Property Patents and registered Trademarks acquired after the date hereof, thereafter pursuant to 35 USC § 261 within three months thereafter, and 15 USC § 1060 and the regulations thereunder with respect to United States Patents and United States registered Trademarks and (y) a fully executed agreement in the form of Annex C hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Copyrights, containing a description of all Collateral constituting such Intellectual Property with registered Copyrights in the United States Copyright Office (or any a successor office) within the one month period (commencing as of the applicable date of acquisition or filinghereof) or, in the case of with respect to all Collateral constituting such Intellectual Property Copyrights acquired after the date hereof, within one month thereafter with respect to United States registered Copyrights pursuant to 35 USC § 261, and 15 USC § 1060, or 17 USC § 205 and the regulations thereunder as soon as reasonably practicablethereunder, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings, registrations filings and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2 of the Credit Agreement and the corresponding sections of any Additional First Lien AgreementsAgreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property) by any means other than by (i) filings pursuant to the Uniform Commercial Code UCC of the relevant State(sstate(s), (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions, (iii) filings approved by United States government offices with respect to Intellectual Property or (iviii) delivery to the Collateral Agent (or its bailee) to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses, subject to the provisions of the Control Agreements with respect to such cash and Investment Property.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) This Security Agreement is effective (i) upon completion of the filings and other actions specified on Schedule 3 (which have been delivered to create the Administrative Agent in completed and duly executed form) will constitute valid perfected security interests in favor of the Collateral Agent, for its benefit and for the benefit of the First Lien Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests granted pursuant to this Security Agreement (i) constitute and will continue to constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B) or (C) of this paragraph which actions have been taken prior to the date hereof to the extent required by the Original Security Agreement and shall continue to apply to the First Lien Obligations under this Security Agreement) in favor of the Collateral Administrative Agent, for the ratable benefit of the First Lien Secured Parties, as collateral in those types of Collateral in which a security for interest may be perfected by the First Lien Obligationsfiling of financing statements (other than fixtures), (ii) upon (A) the completion of the filing in the applicable filing offices of all financing statements, in each case, naming each Grantor as “debtor” filings and other actions contemplated under clause (i) above and the Original Agent or the Collateral Agent as “secured party”, as the case may be, filing and describing the Collateral, (B) delivery recordation of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer to the Collateral Agent or in blank and (C) the completion of the filing, registration and recording of (x) each fully executed agreement short-form intellectual property security agreements substantially in the form of Annex A I attached hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Patents, and the form of Annex B hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Trademarks, containing a description of all Collateral constituting such Intellectual Property with the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter pursuant to 35 USC § 261 and 15 USC § 1060 and the regulations thereunder with respect to United States Patents and United States registered Trademarks and (y) a fully executed agreement in the form of Annex C hereto (together with the supplements thereto) filed priorCopyright Office, or subsequent, to the date hereofas applicable, with respect to Copyrights, containing a description Collateral consisting of all Collateral constituting such Intellectual Property with the United States federally issued, registered and applied-for Patents, Trademarks and Copyrights and exclusive Copyright Office Licenses to United States federally registered Copyrights under which such Grantor is the licensee (or any successor office) within collectively, the one month period (commencing as “Recordable Intellectual Property”), will constitute valid perfected security interests in favor of the applicable date Administrative Agent, for the ratable benefit of acquisition or filing) orthe Secured Parties, in the case Collateral consisting of Collateral constituting such Recordable Intellectual Property acquired after the date hereof, thereafter with respect to United States registered Copyrights pursuant to 17 USC § 205 and the regulations thereunder as soon as reasonably practicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordings, filings and (iiiii) upon delivery to the Administrative Agent of certificates representing the Pledged Securities, indorsed in blank by an effective indorsement or accompanied by undated stock powers with respect thereto duly indorsed in blank by an effective indorsement, will constitute valid perfected security interests in favor of the Administrative Agent, for the ratable benefit of the Lenders, in the Pledged Securities, in each case, as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any such Collateral from such Grantor, to the extent a security interest on such Collateral can be perfected by control and (b) are prior to all other Liens on such Collateral in existence on the Collateral other than date hereof except for unrecorded Liens permitted pursuant to by the Credit Agreement which have priority over the Liens on such Collateral by operation of law and, except in the case of Pledged Stock, Liens permitted by Section 10.2 7.3 of the Credit Agreement and the corresponding sections of any Additional First Lien AgreementsAgreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property) by any means other than by (i) filings pursuant to the Uniform Commercial Code of the relevant State(s), (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions, (iii) filings approved by United States government offices with respect to Intellectual Property or (iv) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

Perfected First Priority Liens. (a) This Security Agreement Each Grantor is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the First Lien Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principlesa Transmitting Utility. (b) Subject to Each financing statement naming any Grantor as a debtor is in appropriate form for filing in the limitations set forth in clause (c) appropriate filing offices of this Section 3.2, the states specified on Schedule 3.4. The Security Interests granted pursuant to this Security Agreement (i) constitute and will continue to constitute valid and perfected Security Interests security interests in all of the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B) or (C) of this paragraph which actions have been taken prior to the date hereof to the extent required by the Original Security Agreement and shall continue to apply to the First Lien Obligations under this Security Agreement) in favor of the Collateral Administrative Agent, for the ratable benefit of the First Lien Secured Parties, as collateral security for the First Lien Obligations, upon and (ii): (A) the completion when UCC financing statements containing an adequate description of the filing in the applicable filing offices of all financing statements, in each case, naming each Grantor as “debtor” and the Original Agent or the Collateral Agent as “secured party”, as the case may be, and describing the Collateral, the correct name of Grantor and the name of Administrative Agent shall have been filed in the offices specified in Schedule 3.4, the Security Interests will constitute valid first perfected security interests in all right, title and interest of such Grantor in the Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all other Liens and rights of others therein except for Permitted Liens; (B) delivery of all Instrumentswhen each Patent Security Agreements, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer to the Collateral Agent or in blank and (C) the completion of the filing, registration and recording of (x) each fully executed agreement in the form of Annex A hereto (together with the supplements thereto) Trademark Security Agreements and/or Copyright Security Agreements has been filed prior, or subsequent, to the date hereof, with respect to Patents, and the form of Annex B hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Trademarks, containing a description of all Collateral constituting such Intellectual Property with the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter pursuant to 35 USC § 261 and 15 USC § 1060 and the regulations thereunder with respect to United States Patents and United States registered Trademarks and (y) a fully executed agreement in the form of Annex C hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Copyrights, containing a description of all Collateral constituting such Intellectual Property with the United States Copyright Office (or any successor office) within Office, the one month period (commencing as Security Interests will constitute valid first perfected security interests in all right, title and interest of the applicable date of acquisition or filing) or, such Grantor in the case of Collateral constituting such Intellectual Property acquired after the date hereoftherein described, thereafter with respect to United States registered Copyrights pursuant to 17 USC § 205 and the regulations thereunder as soon as reasonably practicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant and rights of others therein except for Permitted Liens; (C) when each Control Agreement has been executed and delivered to Section 10.2 of the Credit Agreement and the corresponding sections of any Additional First Lien Agreements. (c) Notwithstanding anything to the contrary hereinAdministrative Agent, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement will constitute valid first perfected security interests in all right, title and interest of Grantors in the Deposit Accounts and/or Securities Accounts (including Security Interests as applicable) subject thereto, prior to all other Liens and rights of others therein and subject to no adverse claims except for Permitted Liens and customary Liens in cash, cash accounts and Investment Property) by any means other than by (i) filings pursuant to the Uniform Commercial Code favor of the relevant State(s)depositary at which such Deposit Accounts are maintained; and (D) when each stock power has been executed and delivered to Administrative Agent, (ii) filings together with the registrars certificates evidencing the Capital Stock comprising part of motor vehicles or other appropriate authorities in the relevant jurisdictionsCollateral, (iii) filings approved by United States government offices with respect to Intellectual Property or (iv) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents. (d) It is understood and agreed that the Security Interests will constitute valid first perfected security interests in cash all right, title and Investment Property created hereunder shall not prevent the Grantors from using interest of such assets Grantor in the ordinary course Capital Stock, prior to all other Liens and rights of their respective businessesothers therein except for Permitted Liens.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the First Lien Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (cb) of this Section subsection 3.2, the Security Interests granted pursuant to this Security Agreement (i) constitute and will continue to constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B) or (C) of this paragraph which actions have been taken prior to the date hereof to the extent required by the Original Security Agreement and shall continue to apply to the First Lien Obligations under this Security Agreement) in favor of the Collateral Administrative Agent, for the benefit of the First Lien Secured Parties, as collateral security for the First Lien Obligations, upon (A) the completion of the filing in the applicable filing offices of all financing statements, in each case, statements naming each Grantor as “debtor” and the Original Agent or the Collateral Administrative Agent as “secured party”, as the case may be, ” and describing the CollateralCollateral in the applicable filing offices, (B) delivery of all Instruments, Chattel PaperPaper and certificated Securities, Certificated Securities and negotiable Documents in each case, properly endorsed for together with instruments of transfer to the Collateral Agent or assignment duly executed in blank and as the Administrative Agent may from time to time specify, (C) in the case of Rolling Stock the ownership of which, under applicable law (including, without limitation, any Motor Vehicle Law), is evidenced by a certificate of title or ownership, the notation of the Security Interest created hereunder noted thereon and (D) completion of the filing, registration and recording of (x) each a fully executed agreement substantially in the form of Annex A 3 hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Patents, and the form of Annex B hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Trademarks, containing a description of all Collateral constituting such registrations and applications for Intellectual Property with in the United States Patent and Trademark Office (or any successor office) within the three three-month period (commencing as of the date hereof) or, in the case of Collateral constituting such registrations and applications for Intellectual Property acquired after the date hereof, thereafter pursuant to 35 USC § §261 and 15 USC § §1060 and the regulations thereunder with respect to United States Patents and United States registered Trademarks and (y) a fully executed agreement applied for Trademarks; and in the form of Annex C hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Copyrights, containing a description of all Collateral constituting such Intellectual Property with the United States Copyright Office (or any successor office) within the one one-month period (commencing as of the applicable date of acquisition or filinghereof) or, in the case of Collateral constituting such registrations and applications for Intellectual Property acquired after the date hereof, thereafter with respect to United States registered Copyrights pursuant to 17 USC § §205 and the regulations thereunder as soon as reasonably practicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than (A) Liens in favor of the secured parties under the Senior High Yield Indenture to the extent set forth in the Intercreditor Agreement, and (B) other Liens permitted pursuant to Section 10.2 of have priority under the Credit Agreement and the corresponding sections of any Additional First Lien AgreementsAgreement. (cb) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property) by any means other than by (i) filings pursuant to the Uniform Commercial Code Codes of the relevant State(s), (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions, (iii) filings approved by United States government offices with respect to registrations and applications of Intellectual Property or Property, (iv) delivery to in the case of Collateral Agent to be held in its possession of all Collateral consisting of that constitutes Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents, possession by the Administrative Agent in the United States, and (v) the obtaining of Control Agreements over Deposit Accounts and Securities Accounts (including, without limitation, those listed on Schedule 8) other than Excluded Accounts; provided, however, that each Grantor shall be required to do the following in order to perfect the Security Interests granted under this Security Agreement: (i) comply with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Administrative Agent to enforce, the Administrative Agent’s security interest in such Collateral; (ii) obtain governmental and other third party waivers, consents and approvals in form and substance satisfactory to the Administrative Agent, including any consent of any licensor, lessor or other person obligated on the Collateral, (iii) obtain waivers from mortgagees and landlords in form and substance satisfactory to the Administrative Agent, and (iv) take all actions under any earlier versions of the NY UCC or under any other law, as reasonably determined by the Administrative Agent to be applicable. No Grantor shall be required to complete any filings or other action with respect to the perfection of Security Interests in any jurisdiction outside the United States. (dc) It is understood and agreed that the Security Interests in cash cash, Deposit Accounts and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the First Lien Secured Parties, legal, valid and enforceable Security Interests in the CollateralCollateral to the extent the enforceability of such obligation with respect to Stock of Foreign Subsidiaries is governed by the UCC, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests granted pursuant to this Security Agreement (i) constitute and will continue to constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B) or (C) of this paragraph which actions have been taken prior to the date hereof to the extent required by the Original Security Agreement and shall continue to apply to the First Lien Obligations under this Security Agreementparagraph) in favor of the Collateral Agent, for the benefit of the First Lien Secured Parties, as collateral security for the First Lien Obligations, upon (A) the completion of the filing in the applicable filing offices of all financing statements, in each case, naming each Grantor as “debtor” and the Original Agent or the Collateral Agent as “secured party”, as the case may be, ” and describing the Collateral, (B) delivery to the Collateral Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer to the Collateral Agent or in blank and (C) the completion of the filing, registration and recording of (x) each a fully executed agreement in the form of Annex A hereto hereof (together with the supplements theretoor a supplement hereto) filed prior, or subsequent, to the date hereof, with respect to Patents, and the form of Annex B hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Trademarks, containing a description of all Collateral constituting such Intellectual Property with in the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter pursuant to 35 USC § 261 and 15 USC § 1060 and the regulations thereunder with respect to United States Patents and United States registered Trademarks and (y) a fully executed agreement in the form of Annex C hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Copyrights, containing a description of all Collateral constituting such Intellectual Property with the United States Copyright Office (or any successor office) within the one month period (commencing as of the applicable date of acquisition or filing) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter with respect to United States registered Copyrights pursuant to 17 USC § 205 and the regulations thereunder as soon as reasonably practicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordings, and (ii) are prior or equal to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2 4.12 of the Credit Agreement and the corresponding sections of any Additional First Lien AgreementsIndenture. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property) by any means other than by (i) filings pursuant to the Uniform Commercial Code of the relevant State(s), (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions, (iii) filings approved by United States government offices with respect to Intellectual Property or and (iviii) delivery to the Collateral Agent (or its bailee) to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments, Instruments or Certificated Securities or Negotiable Documentswith a fair market value in excess of $10,000,000 individually. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the First Lien Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests granted pursuant to this Security Agreement (i) constitute and will continue to constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B), (C) or (CD) of this paragraph paragraph, which actions have been taken prior to the date hereof to the extent required by the Original Security Agreement and shall continue to apply to the First Lien Obligations under this Security AgreementAgreement and other than with respect to any As-Extracted Collateral that requires the filing or recording of financing statements other than in the office of the Secretary of State or other central filing office in the jurisdiction of organization of the applicable Grantor in order to perfect) in favor of the Collateral Agent, for the benefit of the First Lien Secured Parties, as collateral security for the First Lien Obligations, upon as a result of (A) the completion of the filing in the applicable filing offices of all financing statements, in each case, naming each Grantor as “debtor” and the Original Agent or the Collateral Agent as “secured party”, as the case may be, ” and describing the Collateral, (B) delivery to the Collateral Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer to the Collateral Agent or in blank and blank, (C) delivery to the Collateral Agent of the fully executed Deposit Agreement and (D) completion of the filing, registration and recording of (x) each a fully executed agreement in the form of Annex A hereto hereof (together with the supplements theretoor a supplement hereto) filed prior, or subsequent, to the date hereof, with respect to Patents, and the form of Annex B hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Trademarks, containing a description of all Collateral constituting such Intellectual Property with registered Patents and Trademarks in the United States Patent and Trademark Office (or any successor office) within the a three month period (commencing as of the date hereofof the Original Security Agreement) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter pursuant to 35 USC § 261 and 15 USC § 1060 and the regulations thereunder with respect to Collateral constituting United States Patents and United States registered Trademarks and (y) a fully executed agreement in the form of Annex C hereto (together with the supplements thereto) filed prior, or subsequent, to acquired after the date hereofof the Original Security Agreement, with respect to Copyrightswithin three months thereafter, containing a description of and all Collateral constituting such Intellectual Property with registered Copyrights in the United States Copyright Office (or any successor office) within the a one month period (commencing as of the applicable date of acquisition or filingthe Original Security Agreement) or, in the case of with respect to Collateral constituting such Intellectual Property registered United States Copyrights acquired after the date hereofof the Original Security Agreement, within one month thereafter with respect to United States registered Copyrights pursuant to 35 USC § 261, 15 USC § 1060 or 17 USC § 205 and the regulations thereunder as soon as reasonably practicablethereunder, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2 of the Credit Agreement and by the corresponding sections equivalent provisions of any each Additional First Lien AgreementsAgreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property) by any means other than by (i) filings pursuant to the Uniform Commercial Code of the relevant State(s), (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions, (iii) filings approved by United States government offices with respect to Intellectual Property or (iviii) delivery to the Collateral Agent (or its bailee) to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents; provided that the Grantors shall not be required to deliver to the Collateral Agent any Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents with an individual fair market value of less than $10,000,000. Notwithstanding anything to the contrary herein, no Grantor shall be required to complete any filings or other actions with respect to the perfection of the security interests created hereby in any jurisdiction outside of the United States. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) This Security Agreement is effective upon completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to create on said Schedule, have been delivered to the Collateral Agent in completed and, where required, duly executed form within 90 days (or in the case of filings with respect to Copyrights only, 30 days) will constitute valid perfected security interests in all of the Collateral in favor of the Collateral Agent, for its benefit and Agent (for the benefit of the First Lien Secured Parties) (if and to the extent perfection may be achieved by such filings and actions and provided that (i) additional filings may be necessary to perfect the Collateral Agent’s security interest in any Intellectual Property acquired after the date hereof and (ii) the Grantors shall not be required to obtain control agreements with respect to deposit accounts or securities accounts (A) that have an average five Business Day closing balance not exceeding $5,000,000 or (B) constitute Excluded Assets described in clause (vii) of the definition thereof), legalas collateral security for such Grantor’s Secured Obligations, valid enforceable in accordance with the terms hereof against all creditors of such Grantor and enforceable Security Interests in the Collateral, any Persons purporting to purchase any Collateral from such Grantor (subject to the effects of bankruptcy, insolvency or insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and generally, general equitable principles. principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing) and (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests granted pursuant to this Security Agreement (i) constitute and will continue to constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B) or (C) of this paragraph which actions have been taken prior to the date hereof to the extent required by the Original Security Agreement and shall continue to apply to the First Lien Obligations under this Security Agreement) in favor of the Collateral Agent, for the benefit of the First Lien Secured Parties, as collateral security for the First Lien Obligations, upon (A) the completion of the filing in the applicable filing offices of all financing statements, in each case, naming each Grantor as “debtor” and the Original Agent or the Collateral Agent as “secured party”, as the case may be, and describing the Collateral, (B) delivery of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer to the Collateral Agent or in blank and (C) the completion of the filing, registration and recording of (x) each fully executed agreement in the form of Annex A hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Patents, and the form of Annex B hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Trademarks, containing a description of all Collateral constituting such Intellectual Property with the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter pursuant to 35 USC § 261 and 15 USC § 1060 and the regulations thereunder with respect to United States Patents and United States registered Trademarks and (y) a fully executed agreement in the form of Annex C hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Copyrights, containing a description of all Collateral constituting such Intellectual Property with the United States Copyright Office (or any successor office) within the one month period (commencing as of the applicable date of acquisition or filing) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter with respect to United States registered Copyrights pursuant to 17 USC § 205 and the regulations thereunder as soon as reasonably practicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral in existence on the date hereof except for, in the case of Collateral other than Pledged Equity, Liens permitted pursuant by all applicable Finance Documents, to Section 10.2 have priority over the Liens on the Collateral. Notwithstanding the foregoing, nothing in this Agreement shall require any Grantor to make any filing or take any action to record or perfect the Collateral Agent’s security interest in any Intellectual Property of Grantor outside of the Credit Agreement and the corresponding sections of any Additional First Lien AgreementsUnited States. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property) by any means other than by (i) filings pursuant to the Uniform Commercial Code of the relevant State(s), (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions, (iii) filings approved by United States government offices with respect to Intellectual Property or (iv) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral AgentTrustee, for its benefit and for the benefit of the First Lien Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests granted pursuant to this Security Agreement (i) constitute and will continue to constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B) ), or (C) of this paragraph which actions have been taken prior to the date hereof to the extent required by the Original Security Agreement and shall continue to apply to the First Lien Obligations under this Security Agreement) in favor of the Collateral AgentTrustee, for the ratable benefit of the First Lien Secured Parties, as collateral security for the First Lien Secured Obligations, upon (A) the completion of the filing in the applicable filing offices of all financing statements, in each case, naming each Grantor as “debtor” and the Original Agent or the Collateral Agent Trustee as “secured party”, as the case may be, ” and describing the CollateralCollateral in the filing offices specified in Schedule 3.2(b), (B) delivery to Collateral Trustee (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents Negotiable Documents, in each case, properly endorsed for transfer to the Collateral Agent or in blank blank, and (C) the completion of the filing, registration filing and recording of (x) each fully executed agreement agreements in the form of Annex A hereto hereof (together with the supplements theretoor a supplement hereto) filed prior, or subsequent, to the date hereof, with respect to Patents, and the form of Annex B hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Trademarks, containing a description of all Collateral constituting such Intellectual Property with Patents and Trademarks in the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereofhereofClosing Date) or, in the case of with respect to all Collateral constituting such Intellectual Property Patents and registered Trademarks acquired after the date hereofhereofClosing Date, thereafter pursuant to 35 USC § 261 within three months thereafter, and 15 USC § 1060 and the regulations thereunder with respect to United States Patents and United States registered Trademarks and (y) a fully executed agreement in the form of Annex C hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Copyrights, containing a description of all Collateral constituting such Intellectual Property with registered Copyrights in the United States Copyright Office (or any a successor office) within the one month period (commencing as of the applicable date of acquisition or filinghereofClosing Date) or, in the case of with respect to all Collateral constituting such Intellectual Property Copyrights acquired after the date hereof,Closing Date, within one month thereafter with respect to United States registered Copyrights pursuant to 35 USC § 261, and 15 USC § 1060, or 17 USC § 205 and the regulations thereunder as soon as reasonably practicablethereunder, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings, registrations filings and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2 10.02 of the Credit Agreement and the corresponding sections of any Additional First Lien AgreementsAgreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property) ), other than as provided in Section 4.4 below with respect to such cash, cash accounts and Investment Property maintained in the Borrower’s accounts at PNC Bank, National Association in existence on the date hereof (such accounts and any replacement thereof, whether at PNC Bank, National Association or otherwise, the “PNC Accounts”), by any means other than by (i) filings pursuant to the Uniform Commercial Code UCC of the relevant State(sstate(s), (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions, (iii) filings approved by United States government offices with respect to Intellectual Property or (iviii) delivery to the Collateral Agent Trustee (or its bailee) to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents; provided that, with respect to subclause (iii), prior to the Discharge of Revolving Credit Obligations (as defined in the Intercreditor Agreement), the Grantors shall only be required to deliver such Collateral that constitutes Revolving Credit Collateral (as defined in the Intercreditor Agreement) to the Collateral Trustee to the extent (but only to the extent) delivery is required at such time under the Revolving Credit Loan Documents (as defined in the Intercreditor Agreement). (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses, subject to the provisions of the Control Agreements with respect to such cash and Investment Property.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the First Lien Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (cb) of this Section subsection 3.2, the Security Interests granted pursuant to this Security Agreement (i) constitute and will continue to constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B) or (C) of this paragraph which actions have been taken prior to the date hereof to the extent required by the Original Security Agreement and shall continue to apply to the First Lien Obligations under this Security Agreement) in favor of the Collateral Agent, for the benefit of the First Lien Secured Parties, as collateral security for the First Lien Obligations, upon (A) the completion of the filing in the applicable filing offices of all financing statements, in each case, statements naming each Grantor as “debtor” and the Original Agent or the Collateral Agent as “secured party”, as the case may be, ” and describing the CollateralCollateral in the applicable filing offices, (B) delivery of all Instruments, Chattel PaperPaper and certificated Securities, Certificated Securities and negotiable Documents in each case, properly endorsed for together with instruments of transfer to the Collateral Agent or assignment duly executed in blank and as the Agent may from time to time specify, (C) in the case of Rolling Stock the ownership of which, under Applicable Law (including, without limitation, any Motor Vehicle Law), is evidenced by a certificate of title or ownership, the notation of the Security Interest created hereunder noted thereon and (D) completion of the filing, registration and recording of (x) each a fully executed agreement substantially in the form of Annex A 3 hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Patents, and the form of Annex B hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Trademarks, containing a description of all Collateral constituting such registrations and applications for Intellectual Property with in the United States Patent and Trademark Office (or any successor office) within the three three-month period (commencing as of the date hereof) or, in the case of Collateral constituting such registrations and applications for Intellectual Property acquired after the date hereof, thereafter pursuant to 35 USC § §261 and 15 USC § §1060 and the regulations thereunder with respect to United States Patents and United States registered Trademarks and (y) a fully executed agreement applied for Trademarks; and in the form of Annex C hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Copyrights, containing a description of all Collateral constituting such Intellectual Property with the United States Copyright Office (or any successor office) within the one one-month period (commencing as of the applicable date of acquisition or filinghereof) or, in the case of Collateral constituting such registrations and applications for Intellectual Property acquired after the date hereof, thereafter with respect to United States registered Copyrights pursuant to 17 USC § §205 and the regulations thereunder as soon as reasonably practicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than (A) Liens in favor of the secured parties under the Senior High Yield Indenture to the extent set forth in the Intercreditor Agreement, and (B) other Liens permitted pursuant to Section 10.2 of have priority under the Credit Agreement and the corresponding sections of any Additional First Lien AgreementsAgreement. (cb) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property) by any means other than by (i) filings pursuant to the Uniform Commercial Code Codes of the relevant State(s), (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions, (iii) filings approved by United States government offices with respect to registrations and applications of Intellectual Property or Property, (iv) delivery to in the case of Collateral Agent to be held in its possession of all Collateral consisting of that constitutes Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents, possession by the Agent in the United States, and (v) the obtaining of Control Agreements over Deposit Accounts and Securities Accounts (including, without limitation, those listed on Schedule 8) other than Excluded Accounts; provided, however, that each Grantor shall be required to do the following in order to perfect the Security Interests granted under this Security Agreement: (i) comply with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Agent to enforce, the Agent’s security interest in such Collateral; (ii) obtain governmental and other third party waivers, consents and approvals in form and substance satisfactory to the Agent, including any consent of any licensor, lessor or other person obligated on the Collateral, (iii) obtain waivers from mortgagees and landlords in form and substance satisfactory to the Agent, and (iv) take all actions under any earlier versions of the UCC as in effect in the State of New York or under any other law, as reasonably determined by the Agent to be applicable. No Grantor shall be required to complete any filings or other action with respect to the perfection of Security Interests in any jurisdiction outside the United States. (dc) It is understood and agreed that the Security Interests in cash cash, Deposit Accounts and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

Perfected First Priority Liens. Each financing statement naming any Grantor as a debtor and the Administrative Agent as secured party is in appropriate form for filing in the appropriate offices of the states specified on Schedule 3.6 (aas such schedule shall be updated from time to time pursuant to Section 4.3) This Security Agreement is effective to create in favor and contains an adequate description of the Collateral Agent, for its benefit and for the benefit purposes of the First Lien Secured Parties, legal, valid and enforceable Security Interests perfecting a security interest in the Collateral, subject such Collateral to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject extent that a security interest therein may be perfected by filing pursuant to the limitations set forth in clause (c) of this Section 3.2, the UCC. The Security Interests granted pursuant to this Security Agreement (i) constitute and will continue to constitute valid and perfected Security Interests enforceable security interests in all of the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B) or (C) of this paragraph which actions have been taken prior to the date hereof to the extent required by the Original Security Agreement and shall continue to apply to the First Lien Obligations under this Security Agreement) in favor of the Collateral Administrative Agent, for the benefit of the First Lien Secured Parties, as collateral security for the First Lien Secured Obligations. When the aforementioned financing statements shall have been filed in the offices specified in Schedule 3.6, upon (A) the completion Security Interest will constitute a fully perfected security interest in all right, title and interest of the filing applicable Grantor named as debtor in such financing statement in the applicable filing offices of all financing statementsCollateral described therein, and the power to transfer rights in such Collateral, in each case, naming each Grantor as “debtor” and the Original Agent or the Collateral Agent as “secured party”, as the case may be, and describing the Collateral, (B) delivery of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer to the Collateral Agent or in blank and (C) the completion of the filing, registration and recording of (x) each fully executed agreement in the form of Annex A hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Patents, and the form of Annex B hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Trademarks, containing a description of all Collateral constituting such Intellectual Property with the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter pursuant to 35 USC § 261 and 15 USC § 1060 and the regulations thereunder with respect to United States Patents and United States registered Trademarks and (y) a fully executed agreement in the form of Annex C hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Copyrights, containing a description of all Collateral constituting such Intellectual Property with the United States Copyright Office (or any successor office) within the one month period (commencing as of the applicable date of acquisition or filing) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter with respect to United States registered Copyrights pursuant to 17 USC § 205 and the regulations thereunder as soon as reasonably practicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest therein may be perfected by such filings, registrations filing pursuant to the UCC prior and recordings, and (ii) are prior superior to all other Liens on and rights of others therein, except for Permitted Liens. When the Collateral other than Liens permitted pursuant to Section 10.2 of the Credit Agreement and the corresponding sections of any Additional First Lien Agreements. (c) Notwithstanding anything to the contrary herein, no applicable Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cashhave delivered any Instruments, cash accounts and Investment Property) by any means other than by (i) filings pursuant to the Uniform Commercial Code of the relevant State(s), (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions, (iii) filings approved by United States government offices with respect to Intellectual Property or (iv) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Tangible Chattel Paper, money or certificated Securities (including the Pledged Stock and other Pledged Collateral constituting Instruments, Certificated Securities Tangible Chattel Paper, money or Negotiable Documents. certificated Securities) (dtogether with an Effective Endorsement and Assignment in the case of Instruments and certificated Securities) It is understood and agreed that to the Administrative Agent, the Security Interests Interest will constitute a perfected security interest in cash all right, title and Investment Property created hereunder interest of the applicable Grantor in such Instruments, Tangible Chattel Paper, money or certificated Securities, and the power to transfer rights such Instruments, Tangible Chattel Paper, money or certificated Securities, prior and superior to all other Liens and rights of others therein and subject to no adverse claims. When the applicable Grantor shall take the actions required under this Agreement with respect to any Collateral that is not prevent the Grantors from using such assets of a type referred to in the ordinary course preceding four (4) sentences, the Security Interest will constitute a perfected security interest in all right, title and interest of their respective businessesthe applicable Grantor in such Collateral, and the power to transfer rights in such Collateral, in each case prior and superior to all other Liens and rights of others therein, except for Permitted Liens.

Perfected First Priority Liens. (a) This Upon entry of the Final Order, and subject to the terms thereof, this Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the First Lien Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.23.2 and the Final Order, and subject to the terms thereof, the Security Interests granted pursuant to this Security Agreement (i) constitute and will continue to constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B) or (C) of this paragraph (other than with respect to cash and Cash Equivalents, in respect of which actions have been taken prior to the date hereof a Security Interest shall exist solely to the extent required by the Original Security Agreement and shall continue to apply effective pursuant to the First Lien Obligations under this Security Agreementterms and conditions of the Final Order; and other than with respect to any As-Extracted Collateral that requires the filing or recording of financing statements other than in the office of the Secretary of State or other central filing office in the jurisdiction of organization of the applicable Grantor in order to perfect) in favor of the Collateral Agent, for the benefit of the First Lien Secured Parties, as collateral security for the First Lien Secured Obligations, upon as a result of (A) the completion of the filing in the applicable filing offices of all financing statements, in each case, naming each Grantor as “debtor” and the Original Agent or the Collateral Agent as “secured party”, as the case may be, ” and describing the Collateral, (B) delivery of with respect to all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each caseDocuments, properly endorsed for transfer to the Collateral Agent or in blank extent perfectible under the Final Orders, pursuant to the Final Order and (C) the completion of the filing, registration and recording of (x) each a fully executed agreement in the form of Annex A hereto hereof (together with the supplements theretoor a supplement hereto) filed prior, or subsequent, to the date hereof, with respect to Patents, and the form of Annex B hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Trademarks, containing a description of all Collateral constituting such Intellectual Property with registered Patents and Trademarks in the United States Patent and Trademark Office (or any successor office) within the three a three-month period (commencing as of the date hereof) orperiod, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter pursuant to 35 USC § 261 and 15 USC § 1060 and the regulations thereunder with respect to United States Patents and United States registered Trademarks and (y) a fully executed agreement in the form of Annex C hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Copyrights, containing a description of all Collateral constituting such Intellectual Property with registered Copyrights in the United States Copyright Office (or any successor office) within the one a one-month period (commencing as of the applicable date of acquisition or filing) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter with respect to United States registered Copyrights pursuant to 35 USC § 261, 15 USC § 1060 or 17 USC § 205 and the regulations thereunder as soon as reasonably practicablethereunder, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to the Final Order and Section 10.2 9.2 of the DIP Credit Agreement and the corresponding sections of any Additional First Lien AgreementsAgreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property) by any means other than by (i) filings pursuant to the Uniform Commercial Code of the relevant State(s), ) and (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions, (iii) filings approved by United States government offices with respect to Intellectual Property Property. Notwithstanding anything to the contrary herein, no Grantor shall be required to (i) complete any filings or other actions with respect to the perfection of the security interests created hereby in any jurisdiction outside of the United States or (ivii) delivery obtain a deposit account control agreement, securities account control agreement or other similar agreement with respect to the Collateral Agent to be held in its possession of all Collateral consisting of Tangible Chattel Paperany deposit account, Instrumentssecurities account, Certificated Securities commodities account or Negotiable Documentsother bank or financial account maintained by any Grantor. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the First Lien Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the The Security Interests granted pursuant to this Security Agreement (ia) constitute and will continue to constitute valid and perfected Security Interests security interests in all of the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B) or (C) of this paragraph which actions have been taken prior to the date hereof to the extent required by the Original Security Agreement and shall continue to apply to the First Lien Obligations under this Security Agreement) in favor of the Collateral Administrative Agent, for the ratable benefit of itself and the First Lien other Secured Parties, as collateral security for the First Lien Obligations, upon and (Ab): (1) the completion when UCC financing statements containing an adequate description of the filing Collateral shall have been filed in the applicable filing offices specified in Schedule 3.5, the Security Interests will constitute perfected security interests in all right, title and interest of all financing statements, such Grantor in each case, naming each Grantor as “debtor” and the Original Agent or the Collateral Agent as “secured party”, as the case may be, and describing the Collateral, (B) delivery of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer to the Collateral Agent or in blank and (C) the completion of the filing, registration and recording of (x) each fully executed agreement in the form of Annex A hereto (together with the supplements thereto) filed prior, or subsequent, extent that a security interest therein may be perfected by filing pursuant to the date hereofUCC, with respect prior to Patents, all other Liens and the form rights of Annex B hereto others therein except for Permitted Liens; (together with the supplements thereto2) when each Patent and Trademark security agreement has been filed prior, or subsequent, to the date hereof, with respect to Trademarks, containing a description of all Collateral constituting such Intellectual Property with the United States Patent and Trademark Office (or any successor office) within Office, the three month period (commencing as Security Interests will constitute perfected security interests in all right, title and interest of the date hereof) or, such Grantor in the case of Collateral constituting such Intellectual Property acquired after the date hereoftherein described, thereafter pursuant to 35 USC § 261 and 15 USC § 1060 and the regulations thereunder with respect to United States Patents and United States registered Trademarks and (y) a fully executed agreement in the form of Annex C hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Copyrights, containing a description of all Collateral constituting such Intellectual Property with the United States Copyright Office (or any successor office) within the one month period (commencing as of the applicable date of acquisition or filing) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter with respect to United States registered Copyrights pursuant to 17 USC § 205 and the regulations thereunder as soon as reasonably practicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2 and rights of the Credit Agreement others therein except for Permitted Liens; (3) when each control agreement has been executed and the corresponding sections of any Additional First Lien Agreements. (c) Notwithstanding anything delivered to the contrary hereinAdministrative Agent, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement will constitute perfected security interests in all right, title and interest of the Grantors in the Deposit Accounts and Securities Accounts, as applicable, subject thereto, prior to all other Liens and rights of others therein and subject to no adverse claims except for Permitted Liens; (including 4) when all stock or other certificates evidencing Equity Interests included in the Collateral, together with undated stock powers or other instruments of assignment, as applicable, duly executed in blank, are delivered to the Administrative Agent, the Security Interests will constitute perfected security interests (by way of Control) in cashall right, cash accounts title and Investment Propertyinterest of such Grantor in such Equity Interests, prior to all other Liens and rights of others therein; and (5) when the Lien of the Administrative Agent has been noted on each certificate of title or ownership with regard to any Mobile Goods or Vehicles covered by any means a certificate of title or ownership, the Security Interests will constitute perfected security interests in all right, title and interest of the Grantors in such Mobile Goods and Vehicles, prior to all other Liens except for Permitted Liens. No other or additional filings, registrations, recordings or actions are or shall be necessary or appropriate in order to maintain the perfection and priority of such Lien and Security Interests, other than by (i) filings pursuant to the Uniform Commercial Code of the relevant State(s), (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions, (iii) filings approved by United States government offices actions required with respect to Intellectual Property Collateral of the types excluded from Article 9 of the UCC or (iv) delivery to from the Collateral Agent to be held in its possession filing requirements under such Article 9 by reason of all Collateral consisting Section 9-109 or 9-311 of Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documentsthe UCC and other than continuation statements required under the UCC. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the First Lien Secured Parties, legal, valid and enforceable Security Interests in the CollateralCollateral to the extent the enforceability of such obligation with respect to Stock of Foreign Subsidiaries is governed by the UCC, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests granted pursuant to this Security Agreement (i) constitute and will continue to constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B) or (C) of this paragraph which actions have been taken prior to the date hereof to the extent required by the Original Security Agreement and shall continue to apply to the First Lien Obligations under this Security Agreementparagraph) in favor of the Collateral Agent, for the benefit of the First Lien Secured Parties, as collateral security for the First Lien Obligations, upon (A) the completion of the filing in the applicable filing offices of all financing statements, in each case, naming each Grantor as “debtor” and the Original Agent or the Collateral Agent as “secured party”, as the case may be, ” and describing the Collateral, (B) delivery to the Collateral Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer to the Collateral Agent or in blank and (C) the completion of the filing, registration and recording of (x) each a fully executed agreement in the form of Annex A hereto hereof (together with the supplements theretoor a supplement hereto) filed prior, or subsequent, to the date hereof, with respect to Patents, and the form of Annex B hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Trademarks, containing a description of all Collateral constituting such Intellectual Property with in the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter pursuant to 35 USC § 261 and 15 USC § 1060 and the regulations thereunder with respect to United States Patents and United States registered Trademarks and (y) a fully executed agreement in the form of Annex C hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Copyrights, containing a description of all Collateral constituting such Intellectual Property with the United States Copyright Office (or any successor office) within the one month period (commencing as of the applicable date of acquisition or filing) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter with respect to United States registered Copyrights pursuant to 17 USC § 205 and the regulations thereunder as soon as reasonably practicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2 of the Credit Agreement and the corresponding sections of any Additional First Lien AgreementsAgreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property) by any means other than by (i) filings pursuant to the Uniform Commercial Code of the relevant State(s), (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions, (iii) filings approved by United States government offices with respect to Intellectual Property or and (iviii) delivery to the Collateral Agent (or its bailee) to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments, Instruments or Certificated Securities or Negotiable Documentswith a fair market value in excess of $10,000,000 individually. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the First Lien Secured Parties, legal, valid and enforceable Security Interests in the CollateralCollateral to the extent the enforceability of such obligation with respect to Stock of Foreign Subsidiaries is governed by the UCC, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests granted pursuant to this Security Agreement (i) constitute and will continue to constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B) or (C) of this paragraph which actions have been taken prior to the date hereof to the extent required by the Original Security Agreement and shall continue to apply to the First Lien Obligations under this Security Agreementparagraph) in favor of the Collateral Agent, for the benefit of the First Lien Secured Parties, as collateral security for the First Lien Obligations, upon (A) the completion of the filing in the applicable filing offices of all financing statements, in each case, naming each Grantor as “debtor” and the Original Agent or the Collateral Agent as “secured party”, as the case may be, ” and describing the Collateral, (B) delivery to the Collateral Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer to the Collateral Agent or in blank and (C) the completion of the filing, registration and recording of (x) each a fully executed agreement in the form of Annex A hereto hereof (together with the supplements theretoor a supplement hereto) filed prior, or subsequent, to the date hereof, with respect to Patents, and the form of Annex B hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Trademarks, containing a description of all Collateral constituting such Intellectual Property with in the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereofAugust 20, 2010) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereofAugust 20. 2010, thereafter pursuant to 35 USC § 261 and 15 USC § 1060 and the regulations thereunder with respect to United States Patents and United States registered Trademarks and (y) a fully executed agreement in the form of Annex C hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Copyrights, containing a description of all Collateral constituting such Intellectual Property with the United States Copyright Office (or any successor office) within the one month period (commencing as of the applicable date of acquisition or filing) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereofAugust 20, 2010, thereafter with respect to United States registered Copyrights pursuant to 17 USC § 205 and the regulations thereunder as soon as reasonably practicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordings, and (ii) are prior or equal to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2 of the Credit Agreement and the corresponding sections of any Additional each First Lien AgreementsAgreement. For the avoidance of doubt, nothing in this Security Agreement shall be construed to impair in any manner any previous perfections obtained with respect to the Security Interests in the Collateral pursuant to the Original Security Agreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property) by any means other than by (i) filings pursuant to the Uniform Commercial Code of the relevant State(s), (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions, (iii) filings approved by United States government offices with respect to Intellectual Property or and (iviii) delivery to the Collateral Agent (or its bailee) to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments, Instruments or Certificated Securities or Negotiable Documentswith a fair market value in excess of $10,000,000 individually. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the First Lien Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (cb) of this Section subsection 3.2, the Security Interests granted pursuant to this Security Agreement (i) constitute and will continue to constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause clauses (A), ) or (B) or (C) of this paragraph which actions have been taken prior to the date hereof to the extent required by the Original Security Agreement and shall continue to apply to the First Lien Obligations under this Security Agreementbelow) in favor of the Collateral Administrative Agent, for the benefit of the First Lien Secured Parties, as collateral security for the First Lien Obligations, upon (A) the completion of the filing in the applicable filing offices of all financing statements, in each case, statements naming each Grantor as “debtor” and the Original Agent or the Collateral Administrative Agent as “secured party”, as the case may be, ” and describing the CollateralCollateral in the applicable filing offices, (B) delivery of all Instruments, Chattel PaperPaper and certificated Securities, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer to the Collateral Agent or in blank and (C) the completion of the filing, registration and recording of (x) each a fully executed agreement in the form of Annex A hereto hereof (together with the supplements theretoor a supplement hereto) filed prior, or subsequent, to the date hereof, with respect to Patents, and the form of Annex B hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Trademarks, containing a description of all Collateral constituting such Intellectual Property with in the United States Stated Patent and Trademark Office (or any successor office) within the three three-month period (commencing as of the date hereof) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter pursuant to 35 USC § 261 and 15 USC § 1060 and the regulations thereunder with respect to United States Patents and United States registered Trademarks and (y) a fully executed agreement in the form of Annex C hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Copyrights, containing a description of all Collateral constituting such Intellectual Property with the United States Copyright Office (or any successor office) within the one one-month period (commencing as of the applicable date of acquisition or filinghereof) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter with respect to United States registered Copyrights pursuant to 17 USC § 205 and the regulations thereunder as soon as reasonably practicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2 of the Credit Agreement and the corresponding sections of any Additional First Lien AgreementsAgreement. (cb) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property) by any means other than by (i) filings pursuant to the Uniform Commercial Code Codes of the relevant State(s), (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions, (iii) filings approved by United States government offices with respect to Intellectual Property or (iviii) delivery to in the case of Collateral Agent to be held in its possession of all Collateral consisting of that constitutes Tangible Chattel Paper, Instruments, Certificated Securities Instruments or Negotiable DocumentsDocuments in excess of $1,000,000 or any Certificated Securities, possession by the Administrative Agent in the United States. No Grantor shall be required to complete any filings or other action with respect to the perfection of Security Interests in any jurisdiction outside the United States. (dc) It is understood and agreed that the Security Interests in cash and Investment Property Permitted Investments created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the First Lien Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests The security interests granted pursuant to this Security Agreement (ia) upon completion of the filings and other actions specified on Schedule 4.2(a) within the time periods prescribed by applicable law (all of which, in the case of all filings and other documents listed on such schedule, have been delivered to the Collateral Trustee in duly completed and duly executed form, as applicable, and may be filed by or on behalf of the Collateral Trustee at any time) and payment of all filing fees, will constitute valid, perfected security interests (with respect to Intellectual Property, if and will continue to constitute valid the extent perfection may be achieved by the filing of UCC financing statements and/or security agreements in the United States Patent and perfected Security Interests Trademark Office and the United States Copyright Office) in all of the Collateral (as to which perfection may be obtained by other than the filings or other actions described in clause (A), (B) or (C) of this paragraph which actions have been taken prior to the date hereof to the extent required by the Original Security Agreement and shall continue to apply to the First Lien Obligations under this Security AgreementExcluded Perfection Assets) in favor of the Collateral AgentTrustee, for the benefit of the First Lien Secured Parties, as collateral security for the First such Pledgor’s Priority Lien Obligations and such Guarantor’s Priority Lien Obligations and Parity Lien Obligations, upon (A) as applicable, enforceable in accordance with the completion terms hereof and of the filing in the applicable filing offices of all financing statementsCollateral Trust Agreement; provided, in each casehowever, naming each Grantor as “debtor” and the Original Agent or that additional filings may be necessary to perfect the Collateral Agent as “secured party”, as the case may be, and describing the CollateralTrustee’s security interest in any After-Acquired Intellectual Property, (Bb) delivery of all Instrumentsare, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer to the Collateral Agent or in blank and (C) the completion of the filing, registration and recording of (x) each fully executed agreement in the form of Annex A hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Patents, and the form of Annex B hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Trademarks, containing a description of all Collateral constituting such Intellectual Property with the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter pursuant to 35 USC § 261 and 15 USC § 1060 and the regulations thereunder with respect to United States Patents and United States registered Trademarks and (y) a fully executed agreement in the form of Annex C hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Copyrights, containing a description of all Collateral constituting such Intellectual Property with the United States Copyright Office (or any successor office) within the one month period (commencing as of the applicable date of acquisition or filing) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter with respect to United States registered Copyrights pursuant to 17 USC § 205 and the regulations thereunder as soon as reasonably practicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filingsLiens have been granted to the Collateral Trustee for the benefit of the Priority Lien Secured Parties, registrations and recordings, and (ii) are prior to all other Liens on the Collateral except for prior Liens not prohibited by any of the Secured Debt Documents and (c) are, to the extent that such Liens have been granted to the Collateral Trustee for the benefit of the Parity Lien Secured Parties, prior to all other than Liens permitted pursuant on the Collateral except for the prior Liens for the benefit of the Priority Lien Secured Parties and for Liens not prohibited by any of the Secured Debt Documents. Without limiting the foregoing and subject to Section 10.2 5.13 of the Credit Agreement Agreement, each Guarantor and the corresponding sections of any Additional First Lien Agreements. (c) Notwithstanding anything to the contrary hereinPledgor has taken all actions necessary, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests those specified in cashSection 5.1, cash accounts and Investment Property) by any means other than by to: (i) filings pursuant to establish the Uniform Commercial Code Collateral Trustee’s “control” (within the meanings of Sections 8-106 and 9-106 of the relevant State(s)New York UCC) over any portion of the Investment Property that is Collateral constituting Certificated Securities, Uncertificated Securities, Securities Accounts, Securities Entitlements or Commodity Accounts, (ii) filings with establish the registrars Collateral Trustee’s “control” (within the meaning of motor vehicles or other appropriate authorities in Section 9-104 of the relevant jurisdictionsNew York UCC) over all Deposit Accounts that are Collateral, (iii) filings approved by United States government offices with respect to Intellectual Property or establish the Collateral Trustee’s “control” (within the meaning of Section 9-107 of the New York UCC) over all Letter of Credit Rights that are Collateral, (iv) delivery to establish the Collateral Agent to be held Trustee’s control 39 US-DOCS\104213874.12 (within the meaning of Section 9-105 of the New York UCC) over all Electronic Chattel Paper and (v) establish the Collateral Trustee’s “control” (within the meaning of Section 16 of the Uniform Electronic Transaction Act as in its possession of effect in the applicable jurisdiction (the “UETA”)) over all Collateral consisting of Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents. “transferable records” (das defined in UETA) It is understood and agreed that are Collateral; provided that the Security Interests in cash and Investment Property created hereunder foregoing representation shall not prevent the Grantors from using such assets in the ordinary course of their respective businessesapply to any Excluded Perfection Assets.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the First Lien Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests granted pursuant to this Security Agreement (i) constitute and will continue to constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B) or (C) of this paragraph which actions have been taken prior to the date hereof to the extent required by the Original Security Agreement and shall continue to apply to the First Lien Obligations under this Security Agreementparagraph) in favor of the Collateral Agent, for the benefit of the First Lien Secured Parties, as collateral security for the First Lien Obligations, upon (A) with respect to all Collateral in which perfection can be obtained by filing of a financing statement, the completion of the filing in the applicable filing offices of all financing statements, in each case, naming each Grantor as “debtor” and the Original Agent or the Collateral Agent as “secured party”, as the case may be, ” and describing the Collateral, (B) with respect to Instruments and Chattel Paper, delivery of all Instruments, Instruments and Chattel Paper, Certificated Securities and negotiable Documents in each case, case evidencing the Accounts and properly endorsed for transfer to the Collateral Agent or in blank and (C) the completion of the filing, registration and recording of (x) each fully executed agreement in the form of Annex A hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Patentsthe Controlled Accounts, and the form execution of Annex B hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, Control Agreements with respect to Trademarks, containing a description of all Collateral constituting such Intellectual Property with the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as Controlled Accounts in favor of the date hereof) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter pursuant to 35 USC § 261 and 15 USC § 1060 and the regulations thereunder with respect to United States Patents and United States registered Trademarks and (y) a fully executed agreement in the form of Annex C hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Copyrights, containing a description of all Collateral constituting such Intellectual Property with the United States Copyright Office (or any successor office) within the one month period (commencing as of the applicable date of acquisition or filing) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter with respect to United States registered Copyrights pursuant to 17 USC § 205 and the regulations thereunder as soon as reasonably practicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordingsAgent, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Sections 10.2 (a), (d), (f), (h), (k) and (o) of the Credit Agreement, and pursuant to clause (iii) of the last paragraph of Section 10.2 of the Credit Agreement and the corresponding sections of any Additional First Lien AgreementsAgreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property) by any means other than by (i) filings pursuant to the Uniform Commercial Code of the relevant State(s), (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions, (iii) filings approved by United States government offices with respect to Intellectual Property or (iv) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Tangible tangible Chattel Paper, Instruments, Certificated Securities Paper or Negotiable DocumentsInstruments constituting Collateral with a fair market value in excess of $10,000,000 individually and (iii) execution of Control Agreements with respect to Controlled Accounts in favor of the Collateral Agent. (d) It is understood and agreed that the any Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets cash in the ordinary course of their respective businesses.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of Financing statements naming each Grantor as a debtor and the Collateral Agent, for its benefit and for the benefit of the First Lien Secured PartiesHolders of the Notes, legal, valid and enforceable Security Interests as secured party are in appropriate form for filing in the Collateral, subject appropriate offices of the states specified on Schedule 3.5 (as such schedule shall be updated from time to time pursuant to Section 4.2) and contain an adequate descriptions of the Collateral for purposes of perfecting a security interest in such Collateral to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject extent that a security interest therein may be perfected by filing pursuant to the limitations set forth in clause (c) of this Section 3.2, the UCC. The Security Interests granted pursuant to this Security Agreement (i) constitute and will continue to constitute valid and perfected Security Interests enforceable security interests in all of the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B) or (C) of this paragraph which actions have been taken prior to the date hereof to the extent required by the Original Security Agreement and shall continue to apply to the First Lien Obligations under this Security Agreement) in favor of the Collateral Agent, for the benefit of the First Lien Secured PartiesHolders of the Notes, as collateral security for the First Lien Obligations. When the aforementioned financing statements shall have been filed in the offices specified on Schedule 3.5, upon (A) the completion Security Interest will constitute a perfected security interest in all right, title and interest of the filing applicable Grantor named as debtor in such financing statement in the applicable filing offices of all financing statementsCollateral described therein, and the power to transfer rights in such Collateral, in each case, naming each Grantor as “debtor” and the Original Agent or the Collateral Agent as “secured party”, as the case may be, and describing the Collateral, (B) delivery of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer to the Collateral Agent or in blank and (C) the completion of the filing, registration and recording of (x) each fully executed agreement in the form of Annex A hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Patents, and the form of Annex B hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Trademarks, containing a description of all Collateral constituting such Intellectual Property with the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter pursuant to 35 USC § 261 and 15 USC § 1060 and the regulations thereunder with respect to United States Patents and United States registered Trademarks and (y) a fully executed agreement in the form of Annex C hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Copyrights, containing a description of all Collateral constituting such Intellectual Property with the United States Copyright Office (or any successor office) within the one month period (commencing as of the applicable date of acquisition or filing) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter with respect to United States registered Copyrights pursuant to 17 USC § 205 and the regulations thereunder as soon as reasonably practicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest therein may be perfected by such filings, registrations and recordingsfiling pursuant to the UCC, and (ii) are prior to all other Liens on and rights of others therein, except for Liens permitted by the SPA. With respect to each Deposit Account included in the Collateral, when the applicable Controlled Depositary, the Collateral Agent, for the benefit of the Holders of the Notes, and the applicable Grantor have authenticated a record providing that the applicable Controlled Depositary will comply with instructions originated by the Collateral Agent directing disposition of funds in the Deposit Account subject to such record without any further consent by the applicable Grantor (such a record, a “Deposit Account Control Agreement”), the Security Interest will constitute a perfected security interest in all right, title and interest of the applicable Grantor in such Deposit Account, and the power to transfer rights in such Deposit Account, in each case prior to all other than Liens and rights of others therein and subject to no adverse claims, except for Liens permitted pursuant by the SPA. With respect to Section 10.2 each Securities Account included in the Collateral, when the applicable Controlled Intermediary, the Collateral Agent, for the benefit of the Credit Agreement Holders of the Notes, and the corresponding sections applicable Grantor have authenticated a record providing that the applicable Controlled Intermediary will comply with instructions originated by the Collateral Agent directing disposition of funds in the Securities Account subject to such record without any Additional First Lien Agreements. further consent by the applicable Grantor (c) Notwithstanding anything such a record, a “Securities Account Control Agreement”), the Security Interest will constitute a perfected security interest in all right, title and interest of the applicable Grantor in such Securities Account, and the power to transfer rights in such Securities Account, in each case prior to all other Liens and rights of others therein and subject to no adverse claims, except for Liens permitted by the contrary herein, no SPA. When the applicable Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property) by any means other than by (i) filings pursuant to the Uniform Commercial Code of the relevant State(s), (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions, (iii) filings approved by United States government offices with respect to Intellectual Property or (iv) delivery have delivered to the Collateral Agent to be held in its possession Agent, for the benefit of all Collateral consisting the Holders of the Notes, any Instruments, Tangible Chattel Paper, money or Certificated Securities (together with an Effective Endorsement and Assignment in the case of Instruments and Certificated Securities), the Security Interest will constitute a perfected security interest in all right, title and interest of the applicable Grantor in such Instruments, Tangible Chattel Paper, money or Certificated Securities or Negotiable Documents. (d) It is understood Securities, prior to all other Liens and agreed that rights of others therein and subject to no adverse claims. Subject to the completion of the actions described in this Section 3.3, to the extent applicable, the Security Interests Interest will constitute a perfected security interest in cash all right, title and Investment Property created hereunder shall not prevent interest of the Grantors from using such assets applicable Grantor in the ordinary course Equity Interests of their respective businessesthe Issuers listed in Schedule 3.11 (other than Equity Interests that are Excluded Assets), prior to all other Liens and rights of others therein.

Perfected First Priority Liens. (a) This Security Amended and Restated Collateral Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the First Lien Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests granted pursuant to this Security Amended and Restated Collateral Agreement (i) constitute and will continue to constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), or (B) or (C) of this paragraph which actions have been taken prior to the date hereof to the extent required by the Original Security Agreement and shall continue to apply to the First Lien Obligations under this Security Agreementparagraph) in favor of the Collateral Agent, for the ratable benefit of the First Lien Secured Parties, as collateral security for the First Lien Secured Obligations, upon (A) the completion of the filing in the applicable filing offices listed on Schedule I hereto of all financing statements, in each case, naming each Title IV Grantor as “debtor” and the Original Agent or the Collateral Agent as “secured party”, as the case may be, ” and describing the Collateral, Collateral and (B) delivery of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer to the Collateral Agent or in blank and (C) the completion of the filing, registration and recording of (x) each a fully executed agreement in the form of Annex A hereto hereof (together with the supplements theretoor a supplement hereto) filed prior, or subsequent, to the date hereof, with respect to Patents, and the form of Annex B hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Trademarks, containing a description of all Collateral constituting such Intellectual Property with (1) Pledged Title IV Grantor Patents and Pledged Title IV Grantor Trademark registrations and applications in the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) or, in the case of Collateral constituting such Intellectual Property Pledged Title IV Grantor Patents and Pledged Title IV Grantor Trademark registrations and applications acquired after the date hereof, thereafter pursuant to 35 USC § 261 and 15 USC § 1060 and the regulations thereunder with respect to United States Patents and United States registered Trademarks thereunder, and (y2) a fully executed agreement Pledged Title IV Grantor Copyright registrations in the form of Annex C hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Copyrights, containing a description of all Collateral constituting such Intellectual Property with the United States Copyright Office (or any successor office) within the one month period (commencing as of the applicable date of acquisition or filinghereof) or, in the case of Collateral constituting such Intellectual Property Pledged Title IV Grantor Copyright registrations acquired after the date hereof, thereafter with respect to United States registered Copyrights pursuant to 17 USC § 205 and the regulations thereunder as soon as reasonably practicablethereunder, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2 of the Amended and Restated Credit Agreement and the corresponding sections of any Additional First Lien AgreementsAgreement. (c) Notwithstanding anything to the contrary herein, no Title IV Grantor shall be required to perfect the Security Interests granted by this Security Amended and Restated Collateral Agreement (including Security Interests in cash, cash accounts and Investment Property) by any means other than by (i) filings pursuant to the Uniform Commercial Code of the relevant State(s), ) and (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions, (iii) filings approved by United States government offices with respect to Intellectual Property Patent and Trademark Office, United States Copyright Office, or (iv) delivery to successor offices, that are necessary or advisable for the Collateral Agent to be held in its possession purpose of all Collateral consisting of Tangible Chattel Paperperfecting, Instrumentsconfirming, Certificated Securities enforcing, or Negotiable Documents. (d) It is understood and agreed that protecting the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets granted in the ordinary course of their respective businessesPledged Title IV Grantor Patents, Pledged Title IV Grantor Trademark registrations and applications and Pledged Title IV Grantor Copyright registrations.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the First Lien Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests granted pursuant to this Security Agreement (i) constitute and will continue to constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B) or (C) of this paragraph which actions have been taken prior to the date hereof to the extent required by the Original Security Agreement and shall continue to apply to the First Lien Obligations under this Security Agreementparagraph) in favor of the Collateral Agent, for the benefit of the First Lien Secured Parties, as collateral security for the First Lien Obligations, upon (A) the completion of the filing in the applicable filing offices of all financing statements, in each case, naming each Grantor as “debtor” and the Original Agent or the Collateral Agent as “secured party”, as the case may be, ” and describing the Collateral, (B) delivery of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer to the Collateral Agent or in blank and (C) the completion of the filing, registration and recording of (x) each a fully executed agreement in the form of Annex A hereto hereof (together with the supplements theretoor a supplement hereto) filed prior, or subsequent, to the date hereof, with respect to Patents, and the form of Annex B hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Trademarks, containing a description of all Collateral constituting such Intellectual Property with in the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter pursuant to 35 USC § 261 and 15 USC § 1060 and the regulations thereunder with respect to United States Patents and United States registered Trademarks and (y) a fully executed agreement in the form of Annex C hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Copyrights, containing a description of all Collateral constituting such Intellectual Property with the United States Copyright Office (or any successor office) within the one month period (commencing as of the applicable date of acquisition or filing) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter with respect to United States registered Copyrights pursuant to 17 USC § 205 and the regulations thereunder as soon as reasonably practicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section Sections 10.2 (a), (b) and (d)-(r) of the Credit Agreement and the corresponding sections of any Additional First Lien AgreementsAgreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property) by any means other than by (i) filings pursuant to the Uniform Commercial Code of the relevant State(s), (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions, (iii) filings approved by United States government offices with respect to Intellectual Property or Property, (iviii) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Tangible tangible Chattel Paper, Instruments, Instruments or Certificated Securities or Negotiable Documentswith a fair market value in excess of $10,000,000 individually and (iv) to the extent required by Section 4.1(e), the execution of Control Agreements in favor of the Collateral Agent. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the First Lien Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests granted pursuant to this Security Agreement (i) constitute and will continue to constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B) or (C) of this paragraph paragraph, which actions have been taken prior to the date hereof to the extent required by the Original Security Agreement and shall continue to apply to the First Lien Obligations under this Security Agreement) in favor of the Collateral Agent, for the benefit of the First Lien Secured Parties, as collateral security for the First Lien Obligations, upon as a result of (A) the completion of the filing in the applicable filing offices of all financing statements, in each case, naming each Grantor as “debtor” and the Original Agent or the Collateral Agent as “secured party”, as the case may be, ” and describing the Collateral, (B) delivery of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer to the Collateral Agent or in blank and (C) the completion of the filing, registration and recording of (x) each a fully executed agreement in the form of Annex A hereto hereof (together with the supplements theretoor a supplement hereto) filed prior, or subsequent, to the date hereof, with respect to Patents, and the form of Annex B hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Trademarks, containing a description of all Collateral constituting such Intellectual Property with in the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereofof the Original Security Agreement) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereofof the Original Security Agreement, thereafter pursuant to 35 USC § 261 and 15 USC § 1060 and the regulations thereunder with respect to United States Patents and United States registered Trademarks and (y) a fully executed agreement in the form of Annex C hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Copyrights, containing a description of all Collateral constituting such Intellectual Property with the United States Copyright Office (or any successor office) within the one month period (commencing as of the applicable date of acquisition or filing) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereofof the Original Security Agreement, thereafter with respect to United States registered Copyrights pursuant to 17 USC § 205 and the regulations thereunder as soon as reasonably practicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section Sections 10.2 (a), (b) and (d)-(r) of the Credit Agreement and the corresponding sections equivalent provisions of any each of the Additional First Lien AgreementsAgreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property) by any means other than by (i) filings pursuant to the Uniform Commercial Code of the relevant State(s), (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions, (iii) filings approved by United States government offices with respect to Intellectual Property or Property, (iviii) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Tangible tangible Chattel Paper, Instruments, Instruments or Certificated Securities or Negotiable Documentswith a fair market value in excess of $10,000,000 individually and (iv) to the extent required by Section 4.1(e), the execution of Control Agreements in favor of the Collateral Agent. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the First Lien Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests granted pursuant to this Security Agreement (i) constitute and will continue to constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B) or (C) of this paragraph which actions have been taken prior to the date hereof to the extent required by the Original Security Agreement and shall continue to apply to the First Lien Obligations under this Security Agreementparagraph) in favor of the Collateral Agent, for the benefit of the First Lien Secured Parties, as collateral security for the First Lien Obligations, upon (A) with respect to all Collateral in which perfection can be obtained by filing of a financing statement, the completion of the filing in the applicable filing offices of all financing statements, in each case, naming each Grantor as “debtor” and the Original Agent or the Collateral Agent as “secured party”, as the case may be, ” and describing the Collateral, (B) with respect to Instruments and Chattel Paper, delivery of all Instruments, Instruments and Chattel Paper, Certificated Securities and negotiable Documents in each case, case evidencing the Accounts and properly endorsed for transfer to the Collateral Agent or in blank and (C) the completion of the filing, registration and recording of (x) each fully executed agreement in the form of Annex A hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Patentsthe Controlled Accounts, and the form execution of Annex B hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, Control Agreements with respect to Trademarks, containing a description of all Collateral constituting such Intellectual Property with the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as Controlled Accounts in favor of the date hereof) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter pursuant to 35 USC § 261 and 15 USC § 1060 and the regulations thereunder with respect to United States Patents and United States registered Trademarks and (y) a fully executed agreement in the form of Annex C hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Copyrights, containing a description of all Collateral constituting such Intellectual Property with the United States Copyright Office (or any successor office) within the one month period (commencing as of the applicable date of acquisition or filing) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter with respect to United States registered Copyrights pursuant to 17 USC § 205 and the regulations thereunder as soon as reasonably practicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordingsAgent, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Sections 10.2(a), (d), (f), (h), (k) and (o) of the Credit Agreement, and pursuant to clause (iii) of the last paragraph of Section 10.2 of the Credit Agreement and the corresponding sections of any Additional First Lien AgreementsAgreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property) by any means other than by (i) filings pursuant to the Uniform Commercial Code of the relevant State(s), (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions, (iii) filings approved by United States government offices with respect to Intellectual Property or (iv) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Tangible tangible Chattel Paper, Instruments, Certificated Securities Paper or Negotiable DocumentsInstruments constituting Collateral with a fair market value in excess of $10,000,000 individually and (iii) execution of Control Agreements with respect to Controlled Accounts in favor of the Collateral Agent. (d) It is understood and agreed that the any Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets cash in the ordinary course of their respective businesses.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the First Lien Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (cb) of this Section subsection 3.2, the Security Interests granted pursuant to this Security Agreement (i) constitute and will continue to constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B) or (C) of this paragraph which actions have been taken prior to the date hereof to the extent required by the Original Security Agreement and shall continue to apply to the First Lien Obligations under this Security Agreement) in favor of the Collateral Agent, for the benefit of the First Lien Secured Parties, as collateral security for the First Lien Obligations, upon (A) the completion of the filing in the applicable filing offices of all financing statements, in each case, statements naming each Grantor as “debtor” and the Original Agent or the Collateral Agent as “secured party”, as the case may be, ” and describing the CollateralCollateral in the applicable filing offices, (B) delivery of all Instruments, Chattel PaperPaper and certificated Securities, Certificated Securities and negotiable Documents in each case, properly endorsed for together with instruments of transfer to the Collateral Agent or assignment duly executed in blank and as the Agent may from time to time specify, (C) in the case of Rolling Stock on which the Agent is granted a Lien pursuant to subsection 4.8, the ownership of which under Applicable Law (including, without limitation, any Motor Vehicle Law) is evidenced by a certificate of title or ownership, the notation of the Security Interest created hereunder noted thereon and (D) completion of the filing, registration and recording of (x) each a fully executed agreement substantially in the form of Annex A 3 hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Patents, and the form of Annex B hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Trademarks, containing a description of all Collateral constituting such registrations and applications for Intellectual Property with in the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter pursuant to 35 USC § §261 and 15 USC § §1060 and the regulations thereunder with respect to United States Patents and United States registered Trademarks and (y) a fully executed agreement applied for Trademarks; and in the form of Annex C hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Copyrights, containing a description of all Collateral constituting such Intellectual Property with the United States Copyright Office (or any successor office) within the one month period (commencing as of the applicable date of acquisition or filing) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter with respect to United States registered Copyrights pursuant to 17 USC § §205 and the regulations thereunder as soon as reasonably practicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2 of have priority under the Credit Agreement and the corresponding sections of any Additional First Lien AgreementsAgreement. (cb) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property) by any means other than by (i) filings pursuant to the Uniform Commercial Code Codes of the relevant State(s), (ii) subject to subsection 4.8, filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions, (iii) filings approved by United States government offices with respect to registrations and applications of Intellectual Property or Property, (iv) delivery to in the case of Collateral Agent to be held in its possession of all Collateral consisting of that constitutes Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents, possession by the Agent in the United States, and (v) the obtaining of Control Agreements over Deposit Accounts and Securities Accounts (including, without limitation, those listed on Schedule 8) other than Excluded Accounts; provided, however, that each Grantor shall be required to do the following in order to perfect the Security Interests granted under this Security Agreement: (i) comply with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Agent to enforce, the Agent’s security interest in such Collateral; (ii) obtain governmental and other third party waivers, consents and approvals in form and substance satisfactory to the Agent, including any consent of any licensor, lessor or other person obligated on the Collateral, (iii) obtain waivers from mortgagees and landlords in form and substance satisfactory to the Agent, and (iv) take all actions under any earlier versions of the UCC as in effect in the State of New York or under any other law, as reasonably determined by the Agent to be applicable. No Grantor shall be required to complete any filings or other action with respect to the perfection of Security Interests in any jurisdiction outside the United States. (dc) It is understood and agreed that the Security Interests in cash cash, Deposit Accounts and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the First Lien Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (cb) of this Section 3.2, the Security Interests granted pursuant to this Security Agreement (i) constitute and will continue to constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B) or (C) of this paragraph which actions have been taken prior to the date hereof to the extent required by the Original Security Agreement and shall continue to apply to the First Lien Obligations under this Security Agreement) in favor of the Collateral Administrative Agent, for the ratable benefit of the First Lien Secured Parties, as collateral security for the First Lien Obligations, upon (A) the completion of all filings, registrations, recordings and other actions specified in Section 6 of the Perfection Certificate (as such information is updated pursuant to Section 9.1(d) of the Credit Agreement) to the extent that a Security Interest may be perfected by the filing in the applicable filing offices of all any UCC financing statements, in each case, naming each Grantor as “debtor” and the Original Agent or the Collateral Agent as “secured party”, as the case may be, and describing the Collateralstatement, (B) delivery in the case of all InstrumentsEquipment that is covered by a certificate of title, Chattel Paper, Certificated Securities and negotiable Documents the filing with the registrar of motor vehicles or other appropriate authority in each case, properly endorsed for transfer the applicable jurisdiction (as specified in the Perfection Certificate (as such information is updated pursuant to Section 9.1(d) of the Collateral Agent or in blank Credit Agreement)) of an application requesting the notation of the Security Interest created hereunder on such certificate of title and (C) the completion of the filing, registration and recording of (x) each a fully executed agreement in the form of Annex A hereto hereof (together with the supplements theretoor a supplement hereto) filed prior, or subsequent, to the date hereof, with respect to Patents, and the form of Annex B hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Trademarks, containing a description of all Collateral constituting such Intellectual Property with in the United States Stated Patent and Trademark Office (or any successor office) within the three three-month period (commencing as of the date hereof) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter pursuant to 35 USC § §261 and 15 USC § 1060 and the regulations thereunder with respect to United States Patents and United States registered Trademarks and (y) a fully executed agreement in the form of Annex C hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Copyrights, containing a description of all Collateral constituting such Intellectual Property with the United States Copyright Office (or any successor office) within the one one-month period (commencing as of the applicable date of acquisition or filinghereof) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter with respect to United States registered Copyrights pursuant to 17 USC § §205 and the regulations thereunder as soon as reasonably practicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2 of the Credit Agreement and the corresponding sections of any Additional First Lien AgreementsAgreement. (cb) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property) by any means other than by (i) filings pursuant to the Uniform Commercial Code Codes of the relevant State(s), (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions, (iii) filings approved by United States government offices with respect to Intellectual Property or (iv) delivery when applicable, possession by the Administrative Agent in the United States. No Grantor shall be required to complete any filings or other action with respect to the Collateral Agent to be held in its possession perfection of all Collateral consisting of Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent any jurisdiction outside the Grantors from using such assets in the ordinary course of their respective businessesUnited States.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the First Lien Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests granted pursuant to this Security Agreement (i) constitute and will continue to constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B) or (CB) of this paragraph which actions have been taken prior to the date hereof to the extent required by the Original Security Agreement and shall continue to apply to the First Lien Obligations under this Security Agreement) in favor of the Collateral Agent, for the ratable benefit of the First Lien Secured Parties, as collateral security for the First Lien Obligations, upon (A) the completion of the filing in the applicable filing offices of all financing statements, in each case, naming each Grantor as “debtor” and the Original Agent or the Collateral Agent as “secured party”, as the case may be, ” and describing the Collateral, Collateral in the filing offices specified in Schedule 3.2(b) or (B) delivery to Collateral Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents Negotiable Documents, in each case, properly endorsed for transfer to the Collateral Agent or in blank and (C) the completion of the filing, registration and recording of (x) each fully executed agreement in the form of Annex A hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Patents, and the form of Annex B hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Trademarks, containing a description of all Collateral constituting such Intellectual Property with the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter pursuant to 35 USC § 261 and 15 USC § 1060 and the regulations thereunder with respect to United States Patents and United States registered Trademarks and (y) a fully executed agreement in the form of Annex C hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Copyrights, containing a description of all Collateral constituting such Intellectual Property with the United States Copyright Office (or any successor office) within the one month period (commencing as of the applicable date of acquisition or filing) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter with respect to United States registered Copyrights pursuant to 17 USC § 205 and the regulations thereunder as soon as reasonably practicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordingsblank, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2 of the Credit Agreement and the corresponding sections of any Additional First Lien AgreementsAgreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property) by any means other than by (i) filings pursuant to the Uniform Commercial Code UCC of the relevant State(s), state(s) or (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions, (iii) filings approved by United States government offices with respect to Intellectual Property or (iv) delivery to the Collateral Agent (or its bailee) to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments, Certificated Securities Instruments or Negotiable Documents. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses, subject to the provisions of the Control Agreements with respect to such cash and Investment Property.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the ratable benefit of the First Lien Secured Parties, legal, valid and enforceable Security Interests in the Collateral, Collateral subject to the effects of bankruptcy, insolvency or insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general equitable principlesprinciples of equity (whether considered in a proceeding in equity or law). (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests granted pursuant to this Security Agreement (i) constitute and will continue to constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B) or (C) of this paragraph which actions have been taken prior to the date hereof to the extent required by the Original Security Agreement and shall continue to apply to the First Lien Obligations under this Security Agreementparagraph) in favor of the Collateral Agent, for the ratable benefit of the First Lien Secured Parties, as collateral security for the First Lien Obligations, upon (A) in the completion case of Collateral in which a security interest may be perfected by filing a financing statement under the UCC of any jurisdiction, the filing in the applicable filing offices of all financing statements, in each case, statements naming each Grantor as “debtor” and the Original Agent or the Collateral Agent as “secured party”, as the case may be, ” and describing the CollateralCollateral in the applicable filing offices listed on Schedule I, (B) delivery in the case of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each caseNegotiable Documents, the earlier of the delivery thereof to the Collateral Agent (or its bailee) properly endorsed for transfer to the Collateral Agent or in blank and the filing of the financing statements referred to in clause (A), (C) in the case of material Registered Intellectual Property, the completion of the filing, registration and recording of (x) each fully executed agreement agreements in the form of Annex A the Intellectual Property Security Agreement set forth in Exhibit 2 hereto (together with the supplements theretox) filed prior, or subsequent, to the date hereof, with respect to Patents, and the form of Annex B hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Trademarks, containing a description of all Collateral constituting such Intellectual Property with in the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter pursuant to 35 USC § 261 and 15 USC § 1060 and the regulations thereunder with respect to United States Patents and United States registered Trademarks and (y) a fully executed agreement in the form of Annex C hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Copyrights, containing a description of all Collateral constituting such Intellectual Property with the United States Copyright Office (or any successor office) within the one month period (commencing as of the applicable date of acquisition or filing) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter with respect to United States registered Copyrights pursuant to 17 USC § 205 and the regulations thereunder as soon as reasonably practicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordingsOffice, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2 of the Credit Agreement and the corresponding sections of any Additional First Lien AgreementsAgreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts Money, Deposit Accounts, Securities Accounts, Commodity Contracts, Letters of Credit, Letter of Credit Rights, Supporting Obligations, Commercial Tort Claims and Investment PropertyProperty included in the Collateral) by any means other than by (i) filings pursuant to the Uniform Commercial Code UCC of the relevant State(s), (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictionsUnited States Patent and Trademark Office, United States Copyright Office, or successor offices, that are necessary or advisable for the purpose of perfecting, confirming, enforcing, or protecting the Security Interests granted in certain Intellectual Property and (iii) filings approved by United States government offices with respect to Intellectual Property or (iv) delivery to the Collateral Agent (or its bailee) to be held in its possession in the United States of all Collateral consisting of Tangible Chattel Paper, Instruments, any Certificated Securities or Negotiable DocumentsDocuments (other than Checks received in the ordinary course of business) with a Fair Market Value in excess of $5,00,000 individually. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businessesbusinesses or as otherwise permitted by the Credit Agreement.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the First Lien Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (cb) of this Section subsection 3.2, the Security Interests granted pursuant to this Security Agreement (i) constitute and will continue to constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B) or (C) of this paragraph which actions have been taken prior to the date hereof to the extent required by the Original Security Agreement and shall continue to apply to the First Lien Obligations under this Security Agreement) in favor of the Collateral Administrative Agent, for the ratable benefit of the First Lien Secured Parties, as collateral security for the First Lien Obligations, upon (A) the completion of all filings, registrations, recordings and other actions specified in Section 6 of the filing in Perfection Certificate (as such information is updated pursuant to Section 9.1(d) of the applicable filing offices of all financing statements, in each case, naming each Grantor as “debtor” and Credit Agreement) to the Original Agent extent that a Security Interest may be perfected by such filings or the Collateral Agent as “secured party”, as the case may be, and describing the Collateralother action, (B) delivery in the case of all InstrumentsEquipment that is covered by a certificate of title, Chattel Paper, Certificated Securities and negotiable Documents the filing with the registrar of motor vehicles or other appropriate authority in each case, properly endorsed for transfer the applicable jurisdiction (as specified in the Perfection Certificate (as such information is updated pursuant to Section 9.1(d) of the Collateral Agent or in blank Credit Agreement)) of an application requesting the notation of the Security Interest created hereunder on such certificate of title and (C) the completion of the filing, registration and recording of (x) each a fully executed agreement in the form of Annex A hereto hereof (together with the supplements theretoor a supplement hereto) filed prior, or subsequent, to the date hereof, with respect to Patents, and the form of Annex B hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Trademarks, containing a description of all Collateral constituting such Intellectual Property with in the United States Stated Patent and Trademark Office (or any successor office) within the three three-month period (commencing as of the date hereof) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter pursuant to 35 USC § §261 and 15 USC § §1060 and the regulations thereunder with respect to United States Patents and United States registered Trademarks and (y) a fully executed agreement in the form of Annex C hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Copyrights, containing a description of all Collateral constituting such Intellectual Property with the United States Copyright Office (or any successor office) within the one one-month period (commencing as of the applicable date of acquisition or filinghereof) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter with respect to United States registered Copyrights pursuant to 17 USC § §205 and the regulations thereunder as soon as reasonably practicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2 of the Credit Agreement and the corresponding sections of any Additional First Lien AgreementsAgreement. (cb) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property) by any means other than by (i) filings pursuant to the Uniform Commercial Code Codes of the relevant State(s), (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions, (iii) filings approved by United States government offices with respect to Intellectual Property or (iv) delivery when applicable, possession by the Administrative Agent in the United States. No Grantor shall be required to complete any filings or other action with respect to the Collateral Agent to be held perfection of Security Interests in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documentsany jurisdiction outside the United States. (dc) It is understood and agreed that the Security Interests in cash, cash accounts and Investment Property Permitted Investments created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the First Lien Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the The Security Interests granted pursuant to this Security Agreement (i) constitute and will continue to constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B) ), or (C) of this paragraph which actions have been taken prior to the date hereof to the extent required by the Original Security Agreement and shall continue to apply to the First Lien Obligations under this Security Agreementparagraph) in favor of the Collateral Agent, for the ratable benefit of the First Lien Secured Parties, as collateral security for the First Lien Secured Obligations, upon (A) the completion of the filing in the applicable filing offices of all financing statements, in each case, naming each Grantor as “debtor” and the Original Agent or the Collateral Agent as “secured party”, as the case may be, ” and describing the CollateralCollateral in the filing offices specified in Schedule 3.2(b), (B) delivery to Collateral Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents Negotiable Documents, in each case, properly endorsed for transfer to the Collateral Agent or in blank blank, and (C) the completion of the filing, registration filing and recording of (x) each fully executed agreement Intellectual Property Security Agreements or such other short-form intellectual property agreements in a form reasonably acceptable to the form of Annex A hereto Collateral Agent (together with the supplements or any supplement thereto) filed prior, or subsequent, to the date hereof, with respect to Patents, and the form of Annex B hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Trademarks, containing a description of all Collateral constituting such Intellectual Property with consisting of Patents and Trademarks in the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) Closing Date or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter pursuant to 35 USC § 261 and 15 USC § 1060 and the regulations thereunder with respect to United States Patents and United States registered Trademarks and (y) a fully executed agreement in the form of Annex C hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Copyrights, containing a description of all Collateral constituting such Intellectual Property with consisting of Patents and registered Trademarks developed or acquired after the Closing Date, within three months thereafter, and all Collateral consisting of registered Copyrights in the United States Copyright Office (or any a successor office) and exclusive Copyright Licenses to registered copyrights in the United States Copyright Office (or a successor office) under which any Grantor is the licensee and that expressly identify the registration number for the copyright licensed thereunder, within the one month period (commencing as of the applicable date of acquisition or filing) Closing Date or, in the case with respect to all Collateral consisting of Collateral constituting such Intellectual Property Copyrights developed or acquired after the date hereofClosing Date, within one month thereafter with respect to United States registered Copyrights pursuant to 35 USC § 261, and 15 USC § 1060, or 17 USC § 205 and the regulations thereunder as soon as reasonably practicablethereunder, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings, registrations filings and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2 8.02 of the Credit Agreement and the corresponding sections of any Additional First Lien AgreementsAgreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property) by any means other than by (i) filings pursuant to the Uniform Commercial Code of the relevant State(s), (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions, (iii) filings approved by United States government offices with respect to Intellectual Property or (iv) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral Administrative Agent, for its benefit and for the ratable benefit of the First Lien Secured Parties, a legal, valid and enforceable Security Interests security interest in the Collateral. The security interests granted pursuant to this Agreement (i) when financing statements in appropriate form are filed in the offices specified on Schedule 4.2, which schedule shall be deemed automatically updated from time to time in accordance with information provided pursuant to Section 5.03 of the Credit Agreement, such security interest shall constitute a perfected Lien on, and security interest in, all right, title and interest of the Pledgors in such Collateral in which a security interest can be perfected by filing under the Uniform Commercial Code, and (ii) when the Collateral which may be perfected by possession or control is delivered to the Administrative Agent or the Administrative Agent obtains control over such Collateral, such security interest shall constitute a perfected Lien on, and security interest in, all right, title and interest of the Pledgors in such Collateral, in the case of clause (i) and (ii) subject to no Liens other than Permitted Liens; provided that, in the case of any Permitted Junior Liens on any assets or property included in the Collateral, subject to the effects Liens securing the Obligations take priority over such Permitted Junior Liens and, in the case of bankruptcyLiens permitted under clause (n) of the definition of "Permitted Encumbrances" in the Credit Agreement on any assets or property included in the Collateral, insolvency or similar laws affecting creditors’ rights generally such Permitted Liens are equal and general equitable principlesratable with the Liens securing the Obligations. (b) Subject to the limitations set forth in clause (c) of When this Section 3.2, the Security Interests granted pursuant to this Security Agreement (i) constitute and will continue to constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained or any short form hereof mutually agreed upon by the filings or other actions described in clause (A), (B) or (C) of this paragraph which actions have been taken prior to the date hereof to the extent required by the Original Security Agreement and shall continue to apply to the First Lien Obligations under this Security Agreement) in favor of the Collateral Agent, for the benefit of the First Lien Secured Parties, as collateral security for the First Lien Obligations, upon (A) the completion of the filing in the applicable filing offices of all financing statements, in each case, naming each Grantor as “debtor” Borrower and the Original Administrative Agent or the Collateral Agent as “secured party”, as the case may be, and describing the Collateral, (Bfor purposes of such filing) delivery of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents is filed in each case, properly endorsed for transfer to the Collateral Agent or in blank and (C) the completion of the filing, registration and recording of (x) each fully executed agreement in the form of Annex A hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Patents, and the form of Annex B hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Trademarks, containing a description of all Collateral constituting such Intellectual Property with the United States Patent and Trademark Office (or any successor office) within and the three month period (commencing as United States Copyright Office and steps are taken under applicable foreign law to the extent of Intellectual Property created under such law, and, with respect to Intellectual Property in which a security interest cannot be perfected solely by such filings, upon the filing of the date hereoffinancing statements referred to in clause (a) orabove, the security interest granted pursuant to this Agreement shall constitute a perfected Lien on, and security interest in, all right, title and interest of the Pledgors in the Intellectual Property included in the Collateral subject to no Liens other than Permitted Liens; provided that, in the case of Collateral constituting such any Permitted Junior Liens on any Intellectual Property acquired after included in the date hereofCollateral, thereafter pursuant to 35 USC § 261 the Liens securing the Obligations shall take priority over such Permitted Junior Liens and, in the case of Liens permitted under clause (n) of the definition of "Permitted Encumbrances" in the Credit Agreement on any Intellectual Property included in the Collateral, such Permitted Liens are equal and 15 USC § 1060 and ratable with the regulations thereunder with respect to Liens securing the Obligations (it being understood that subsequent recordings in the United States Patents Patent and United States registered Trademarks Trademark Office and (y) a fully executed agreement in the form of Annex C hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Copyrights, containing a description of all Collateral constituting such Intellectual Property with the United States Copyright Office (or any successor office) within the one month period (commencing as of the and steps taken under applicable date of acquisition or filing) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter with respect to United States registered Copyrights pursuant to 17 USC § 205 and the regulations thereunder as soon as reasonably practicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2 of the Credit Agreement and the corresponding sections of any Additional First Lien Agreements. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property) by any means other than by (i) filings pursuant to the Uniform Commercial Code of the relevant State(s), (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions, (iii) filings approved by United States government offices foreign law with respect to Intellectual Property or (iv) delivery created under such law may be necessary to perfect a lien on registered Trademarks, Trademark applications, Patents, Patent applications and registered Copyrights and Copyright applications acquired by such Pledgor after the Collateral Agent to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documentsdate hereof). (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the First Lien Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (cb) of this Section subsection 3.2, the Security Interests granted pursuant to this Security Agreement (i) constitute and will continue to constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B) or (C) of this paragraph which actions have been taken prior to the date hereof to the extent required by the Original Security Agreement and shall continue to apply to the First Lien Obligations under this Security Agreement) in favor of the Collateral Agent, for the benefit of the First Lien Secured Parties, as collateral security for the First Lien Obligations, upon (A) the completion of the filing in the applicable filing offices of all financing statements, in each case, statements naming each Grantor as “debtor” and the Original Agent or the Collateral Agent as “secured party”, as the case may be, ” and describing the CollateralCollateral in the applicable filing offices, (B) delivery of all Instruments, Chattel PaperPaper and certificated Securities, Certificated Securities and negotiable Documents together with instruments of transfer or assignment duly executed in each caseblank, properly endorsed for transfer to the Collateral Agent or in blank and (C) in the case of Rolling Stock the ownership of which, under applicable law (including, without limitation, any Motor Vehicle Law), is evidenced by a certificate of title or ownership, the notation of the Security Interest created hereunder noted thereon and (D) completion of the filing, registration and recording of (x) each a fully executed agreement substantially in the form of Annex A 3 hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Patents, and the form of Annex B hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Trademarks, containing a description of all Collateral constituting such registrations and applications for Intellectual Property with in the United States Patent and Trademark Office (or any successor office) within the three three-month period (commencing as of the date hereof) or, in the case of Collateral constituting such registrations and applications for Intellectual Property acquired after the date hereof, thereafter pursuant to 35 USC § §261 and 15 USC § §1060 and the regulations thereunder with respect to United States Patents and United States registered Trademarks and (y) a fully executed agreement applied for Trademarks; and in the form of Annex C hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Copyrights, containing a description of all Collateral constituting such Intellectual Property with the United States Copyright Office (or any successor office) within the one one-month period (commencing as of the applicable date of acquisition or filinghereof) or, in the case of Collateral constituting such registrations and applications for Intellectual Property acquired after the date hereof, thereafter with respect to United States registered Copyrights pursuant to 17 USC § §205 and the regulations thereunder as soon as reasonably practicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than (A) Liens permitted pursuant to Section 10.2 in favor of the secured parties under the Credit Agreement as set forth in the Intercreditor Agreement and the corresponding sections (B) Permitted Liens and any equivalent provision of any Additional First each Other Pari Passu Lien AgreementsAgreement. (cb) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property) by any means other than by (i) filings pursuant to the Uniform Commercial Code Codes of the relevant State(s), (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions, (iii) filings approved by United States government offices with respect to registrations and applications of Intellectual Property or Property, (iv) delivery to in the case of Collateral Agent to be held in its possession of all Collateral consisting of that constitutes Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents, possession by the Collateral Agent in the United States, and (v) the obtaining of Control Agreements over Deposit Accounts and Securities Accounts (including, without limitation, those listed on Schedule 8) other than Excluded Accounts; provided, however, that each Grantor shall be required to do the following in order to perfect the Security Interests granted under this Security Agreement: (i) comply with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Collateral Agent to enforce, the Collateral Agent’s security interest in such Collateral; (ii) obtain governmental and other third party waivers, consents and approvals in form and substance satisfactory to the Collateral Agent, including any consent of any licensor, lessor or other person obligated on the Collateral, (iii) obtain waivers from mortgagees and landlords in form and substance satisfactory to the Collateral Agent, and (iv) take all actions under any earlier versions of the NY UCC or under any other law, as reasonably determined by the Collateral Agent to be applicable. No Grantor shall be required to complete any filings or other action with respect to the perfection of Security Interests in any jurisdiction outside the United States. (dc) It is understood and agreed that the Security Interests in cash cash, Deposit Accounts and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

Perfected First Priority Liens. (a) This Security As of the date hereof, this Agreement is effective to create create, as collateral security for the Obligations, valid and enforceable Liens on the Collateral in favor of the Collateral Agent, for its benefit and for the benefit of the First Lien Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests granted pursuant to this Security Agreement (i) constitute and will continue to constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B) or (C) of this paragraph which actions have been taken prior to the date hereof to the extent required by the Original Security Agreement and shall continue to apply to the First Lien Obligations under this Security Agreement) in favor of the Collateral Administrative Agent, for the benefit of the First Lien Secured Parties, except as collateral security for the First Lien Obligationsenforceability may be affected by bankruptcy, upon insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (Awhether considered in a proceeding in equity or at law) the completion and an implied covenant of the filing in the applicable filing offices good faith and fair dealing. (b) As of all financing statements, in each case, naming each Grantor as “debtor” and the Original Agent or the Collateral Agent as “secured party”, as the case may be, and describing the Collateral, (B) delivery of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer to the Collateral Agent or in blank and (C) the completion of the filing, registration and recording of (x) each fully executed agreement in the form of Annex A hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, except with respect to PatentsLiens upon Patents and Trademarks and Patent Licenses and Trademark Licenses, which Liens, to the extent not otherwise perfected by the filing of financing statements under the Code in accordance herewith, would in the case of 5 195 Patents and Trademarks listed in Schedules I and II hereto, or in the case of Patent Licenses and Trademark Licenses listed in Schedules I and II hereto may be perfected upon the filing, acceptance and recordation thereof in the United States Patent and Trademark Office, upon filing of the financing statements delivered to the Administrative Agent by the Grantor on the Effective Date in the jurisdictions listed on Schedule 5.14 to the Credit Agreement (which financing statements are in proper form for filing in such jurisdictions) (and the recording of this Agreement in the United States Patent and Trademark Office, and the form making of Annex B hereto (together with filings after the supplements theretoEffective Date in any other jurisdiction in the United States as may be necessary under any Requirement of Law) filed priorthe Liens created pursuant to this Agreement will constitute valid and perfected Liens on the Collateral in the United States in favor of the Administrative Agent for the benefit of the Secured Parties, or subsequent, which Liens will be prior to the date hereof, all other Liens of all other Persons with respect to Trademarksthe Collateral, containing a description except for Liens permitted pursuant to the Loan Documents (including, without limitation, those permitted to exist pursuant to subsection 8.3 of the Credit Agreement), and which Liens are enforceable as such against all Collateral constituting such Intellectual Property with creditors of and purchasers (except to the extent that the recording of an assignment or other transfer of title to the Administrative Agent in the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter pursuant to 35 USC § 261 and 15 USC § 1060 and the regulations thereunder with respect to United States Patents and United States registered Trademarks and (y) a fully executed agreement in the form of Annex C hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Copyrights, containing a description of all Collateral constituting such Intellectual Property with the United States Copyright Office (or any successor office) within the one month period (commencing as of the applicable date of acquisition or filing) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter with respect to United States registered Copyrights pursuant to 17 USC § 205 and the regulations thereunder as soon as reasonably practicable, and otherwise as may be required pursuant to necessary for such enforceability) from the laws of any other necessary jurisdiction to the extent that a security interest Grantor, except as such enforcement may be perfected limited by such filingsbankruptcy, registrations insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and recordings, by general equitable principles (whether enforcement is sought by proceedings in equity or at law) or by an implied covenant of good faith and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2 of the Credit Agreement and the corresponding sections of any Additional First Lien Agreementsfair dealing. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property) by any means other than by (i) filings pursuant to the Uniform Commercial Code of the relevant State(s), (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions, (iii) filings approved by United States government offices with respect to Intellectual Property or (iv) delivery to the Collateral Agent to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the First Lien Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests The security interests granted pursuant to this Security Agreement (i) constitute upon completion of the fillings and other actions specified on Schedule 3 (x) will continue to constitute valid and perfected Security Interests security interests in all of the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B) or (C) of this paragraph which actions have been taken prior to the date hereof to the extent required by the Original Security Agreement and shall continue to apply to the First Lien Obligations under this Security Agreementthan Intellectual Property) in favor of the Collateral Administrative Agent, for the ratable benefit of the First Lien Secured Parties, as collateral security for the First Lien such Grantor’s Obligations, upon (A) the completion of the filing enforceable in the applicable filing offices of all financing statements, in each case, naming each Grantor as “debtor” and the Original Agent or the Collateral Agent as “secured party”, as the case may be, and describing the Collateral, (B) delivery of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer to the Collateral Agent or in blank and (C) the completion of the filing, registration and recording of (x) each fully executed agreement in the form of Annex A hereto (together accordance with the supplements thereto) filed prior, or subsequentterms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor, to the date hereofextent a security interest therein may be perfected by filing, with respect recording or registration in the United States pursuant to Patentsthe New York UCC, and (y) will constitute valid perfected security interests in all of the form Collateral constituting of Annex B hereto (together Intellectual Property in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Obligations, enforceable in accordance with the supplements thereto) filed priorterms hereof against all creditors of such Grantor and any Persons, or subsequentpurporting to purchase any Collateral from such Grantor, to the date hereof, with respect extent a security interest therein may be perfected by filings to Trademarks, containing a description of all Collateral constituting such Intellectual Property with be made in the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) or, in the case of Collateral constituting such Intellectual Property acquired after the date hereof, thereafter pursuant to 35 USC § 261 and 15 USC § 1060 and the regulations thereunder with respect to United States Patents and United States registered Trademarks and (y) a fully executed agreement in the form of Annex C hereto (together with the supplements thereto) filed prior, or subsequent, to the date hereof, with respect to Copyrights, containing a description of all Collateral constituting such Intellectual Property with the United States Copyright Office Office, and (or any successor officez) within the one month period (commencing as will constitute valid perfected security interests in each Collateral Deposit Account in favor of the applicable date Administrative Agent, for the ratable benefit of acquisition or filing) orthe Secured Parties, as collateral security for such Grantor’s Obligations, enforceable in accordance with the case terms hereof upon the Administrative Agent obtaining “control” of such Collateral constituting such Intellectual Property acquired after Deposit Account for purposes of the date hereof, thereafter with respect to United States registered Copyrights pursuant to 17 USC § 205 and the regulations thereunder as soon as reasonably practicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings, registrations and recordingsNew York UCC, and (ii) are prior to all other Liens on the Collateral other than in existence on the date hereof except for Liens permitted by the Term Loan Agreement which have priority over the Liens on the Collateral by operation of law (including the priority rues under the New York UCC) or which, in the case of Collateral consisting of Pledged Equity and Pledged Debt, are nonconsensual Liens permitted pursuant to Section 10.2 of the Credit Term Loan Agreement and the corresponding sections of any Additional First Lien Agreements. (c) Notwithstanding anything to be prior to the contrary hereinsecurity interests granted pursuant to this Agreement or which, no Grantor shall be required to perfect in the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property) by any means case of Collateral other than by (i) filings Pledged Equity and Pledged Debt, are permitted pursuant to the Uniform Commercial Code of the relevant State(s), (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions, (iii) filings approved by United States government offices with respect Term Loan Agreement to Intellectual Property or (iv) delivery be prior to the Collateral Agent security interests granted pursuant to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documentsthis Agreement. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.