Common use of Perfected First Priority Liens Clause in Contracts

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3.3 (all of which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in duly completed and duly executed form, as applicable, and may be filed by the Administrative Agent at any time) and payment of all filing fees, will constitute valid fully perfected security interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Secured Obligations, enforceable in accordance with the terms hereof, to the extent such security interest in such Collateral can be perfected by (i) the filing of a financing statement under the Uniform Commercial Code of any jurisdiction, (ii) the filing with the United States Patent and Trademark Office or the United States Copyright Office of an Intellectual Property Security Agreement, or (iii) the possession of such Collateral, and (b) are prior to all other Liens on the Collateral, except for Liens expressly permitted by Section 7.02 of the Credit Agreement. Without limiting the foregoing, each Grantor has taken all actions necessary or desirable under all Requirements of Law of the United States and of any state, territory or possession thereof, including those specified in Section 4.2 to (i) establish the Administrative Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Property constituting Certificated Securities, Uncertificated Securities (each as defined in the New York UCC), other than any such Investment Property issued by a Foreign Subsidiary to the extent establishing “control” over such Investment Property would require actions under the Requirements of Law of a jurisdiction other than the United States or any state, territory or possession thereof, (ii) establish the Administrative Agent’s control (within the meaning of Section 9-105 of the New York UCC) over all Electronic Chattel Paper and (iii) establish the Administrative Agent’s “control” (within the meaning of Section 16 of the Uniform Electronic Transaction Act as in effect in the applicable jurisdiction “UETA”) over all “transferable records” (as defined in UETA).

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3.3 (all of which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in duly completed and duly executed form, as applicable, and may be filed by the Administrative Agent at any time) and payment of all filing fees, will constitute valid fully perfected security interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Secured Obligations, enforceable in accordance with the terms hereof, to the extent such security interest in such Collateral can be perfected by (i) the filing of a financing statement under the Uniform Commercial Code of any jurisdiction, (ii) the filing with the United States Patent and Trademark Office or the United States Copyright Office of an Intellectual Property Security Agreement, or (iii) the possession of such Collateral, and (b) are prior to all other Liens on the Collateral, except for Liens expressly permitted by Section 7.02 of the Credit Agreement. Without limiting the foregoing, each Grantor has taken all actions necessary or desirable under all Requirements of Law of the United States and of any state, territory or possession thereof, including those specified in Section 4.2 to (i) establish the Administrative Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Property constituting Certificated Securities, Uncertificated Securities (each as defined in the New York UCC), other than any such Investment Property issued by a Foreign Subsidiary to the extent establishing “control” over such Investment Property would require actions under the Requirements of Law of a jurisdiction other than the United States or any state, territory or possession thereof, (ii) establish the Administrative Agent’s control (within the meaning of Section 9-105 of the New York UCC) over all Electronic Chattel Paper and (iii) establish the Administrative Agent’s “control” (within the meaning of Section 16 of the Uniform Electronic Transaction Act as in effect in the applicable jurisdiction “UETA”) over all “transferable records” (as defined in UETA).

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3.3 3.02 (as such schedule may be amended or supplemented from time to time with respect to after-acquired property consistent with Section 7.12 of the Credit Agreement) (all of which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Collateral Agent in duly completed and duly executed form, as applicable, and may be filed by the Administrative Agent at any time) and payment of all filing fees, will constitute valid fully perfected security interests in all of the Collateral in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Secured Obligations, enforceable in accordance with the terms hereof, to except for the extent such security interest taking of any actions required in such Collateral can connection with After-Acquired Intellectual Property and as may be perfected by (i) the filing of a financing statement required under the Uniform Commercial Code laws of any jurisdiction, (ii) the filing with jurisdiction outside of the United States Patent and Trademark Office or in order to perfect the United States Copyright Office of an Intellectual Property Security Agreement, or (iii) Collateral Agent’s Lien in the possession Collateral created under the laws of such Collateral, jurisdiction and (b) are prior to all other Liens on the Collateral, except for Permitted Liens and other Liens expressly permitted by Section 7.02 8.01 of the Credit Agreement. Without limiting the foregoingforegoing but subject to any limitations on such requirement expressly provided herein, each Grantor has taken all actions necessary or desirable under all Requirements of Law of the United States and of any state, territory or possession thereofdesirable, including those specified in Section 4.2 4.02 to (i) establish the Administrative Collateral Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Property constituting Certificated Securities, Uncertificated Securities, Securities (each as defined in the New York UCC)Accounts, other than any such Investment Property issued by a Foreign Subsidiary to the extent establishing “control” over such Investment Property would require actions under the Requirements of Law of a jurisdiction other than the United States Securities Entitlements or any state, territory or possession thereofCommodity Accounts, (ii) establish the Administrative Collateral Agent’s “control” (within the meaning of Section 9-104 of the New York UCC) over all Deposit Accounts, (iii) establish the Collateral Agent’s “control” (within the meaning of Section 9-107 of the New York UCC) over all Letter of Credit Rights, (iv) establish the Collateral Agent’s control (within the meaning of Section 9-105 of the New York UCC) over all Electronic Chattel Paper and (iiiv) establish the Administrative Collateral Agent’s “control” (within the meaning of Section 16 of the Uniform Electronic Transaction Act as in effect in the applicable jurisdiction “UETA”) over all “transferable records” (as defined in UETA).

Perfected First Priority Liens. The security interests (other than security interests in Excluded Perfection Assets) granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3.3 4.3 (all of which, in the case of all filings and other documents referred to on said Schedule, such Schedule have been delivered to the Administrative Agent in duly completed and duly executed form, as applicable, and may be filed by the Administrative Agent at any time) and payment of all filing fees, will constitute valid fully perfected security interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Secured Obligations, enforceable in accordance with the terms hereof, to the extent such security interest in such Collateral can be perfected by (i) the filing of a financing statement under the Uniform Commercial Code of any jurisdiction, (ii) the filing with the United States Patent and Trademark Office or the United States Copyright Office of an Intellectual Property Security Agreement, or (iii) the possession of such Collateral, Obligations and (b) are prior to all other Liens on the Collateral, except for Liens expressly permitted by Section 7.02 6.02 of the First Lien Credit Agreement. Without limiting the foregoing, each Grantor has taken all actions necessary or desirable under all Requirements of Law of the United States and of any state, territory or possession thereof(except with respect to Excluded Perfection Assets), including those specified in Section 4.2 5.2 to (i) establish the Administrative Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Property constituting Certificated Securities, Uncertificated Securities, Securities Entitlements or Commodity Accounts (each as defined in the New York UCC), other than any such Investment Property issued by a Foreign Subsidiary to (ii) establish the extent establishing Administrative Agent’s “control” (within the meaning of Section 9-107 of the New York UCC) over such Investment Property would require actions under the Requirements all Letter of Law of a jurisdiction other than the United States or any state, territory or possession thereofCredit Rights, (iiiii) establish the Administrative Agent’s control (within the meaning of Section 9-105 of the New York UCC) over all Electronic Chattel Paper and (iiiiv) establish the Administrative Agent’s “control” (within the meaning of Section 16 of the Uniform Electronic Transaction Act as in effect in the applicable jurisdiction “UETA”) over all “transferable records” (as defined in UETA).

Perfected First Priority Liens. The security interests (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the 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 (ai) upon completion of the filings and other actions specified on Schedule 3.3 (all of which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in duly completed and duly executed form, as applicable, and may be filed by the Administrative Agent at any time) and payment of all filing fees, will constitute valid fully 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) in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s the Secured Obligations, enforceable in accordance with the terms hereof, to the extent such security interest in such Collateral can be perfected by upon (iA) the filing in the applicable filing offices listed on Schedule I hereto of all financing statements (or financing statement amendments, as applicable), in each case, naming each Grantor as “debtor” and the Collateral Agent as “secured party” 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 in blank and (C) completion of the filing, registration and recording of a financing statement under fully executed agreement in the Uniform Commercial Code form hereof (or a supplement hereto) and containing a description of any jurisdiction, (ii) the filing with all Collateral constituting Intellectual Property in the United States Patent and Trademark Office (or any successor office) within the three month period (commencing F-10 EAST\142256231.3 as of the date hereof) or, in the case of Collateral constituting 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 Trademark applications and in the United States Copyright Office (or any successor office) within the one month period (commencing as of an the applicable date of acquisition or filing) or, in the case of Collateral constituting Intellectual Property Security Agreementacquired after the date hereof, or (iii) thereafter with respect to United States registered Copyrights pursuant to 17 USC § 205 and the possession 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 Collateralfilings, registrations and recordings, and (bii) are prior to all other Liens on the Collateral, except for Collateral other than Liens expressly permitted by pursuant to Section 7.02 10.2 of the Credit Agreement. Without limiting . (c) Notwithstanding anything to the foregoingcontrary herein, each no Grantor has taken all actions necessary or desirable under all Requirements of Law of shall be required to perfect the United States Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and of Investment Property) by any state, territory or possession thereof, including those specified in Section 4.2 to means other than by (i) establish filings pursuant to the Administrative Agent’s “control” (within the meanings of Sections 8-106 and 9-106 Uniform Commercial Code of the New York UCC) over any portion of the Investment Property constituting Certificated Securities, Uncertificated Securities (each as defined in the New York UCCrelevant State(s), other than any such Investment Property issued by a Foreign Subsidiary to the extent establishing “control” over such Investment Property would require actions under the Requirements of Law of a jurisdiction other than the United States or any state, territory or possession thereof, (ii) establish filings in the Administrative Agent’s control (within United States Patent and Trademark Office, United States Copyright Office, or successor offices, that are necessary or advisable for the meaning purpose of Section 9-105 of perfecting, confirming, enforcing, or protecting the New York UCC) over all Electronic Chattel Paper Security Interests granted in certain Intellectual Property and (iii) establish delivery to the Administrative Agent’s “control” Collateral Agent (within or its bailee) to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments or any Certificated Securities, in each case, properly endorsed for transfer to the meaning Collateral Agent or in blank, with a fair market value in excess of Section 16 of $5,000,000 individually. (d) It is understood and agreed that the Uniform Electronic Transaction Act as Security Interests in effect cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the applicable jurisdiction “UETA”) over all “transferable records” (as defined in UETA)ordinary course of their respective businesses.

Perfected First Priority Liens. (a) The security interests granted pursuant to this Agreement (ai) upon completion of the filings and other actions specified on Schedule 3.3 3 (all of which, in the case of all filings and other documents referred to on said such Schedule, have been delivered to the Administrative Agent in duly completed and duly executed form, as applicable, and may be filed by the Administrative Agent at any time) and payment of all filing fees, will constitute valid fully perfected security interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Secured Obligations, enforceable in accordance with the terms hereof, to the extent such security interest in such Collateral can be perfected by (i) the filing of a financing statement under the Uniform Commercial Code of any jurisdiction, hereof and (ii) the filing with the United States Patent and Trademark Office or the United States Copyright Office of an Intellectual Property Security Agreement, or (iii) the possession of such Collateral, and (b) are prior to all other Liens on the CollateralCollateral except for, except for Liens expressly permitted by Section 7.02 in the case of the Credit AgreementCollateral other than Pledged Equity Interests, Permitted Liens. Without limiting the foregoing, each Grantor has taken all actions necessary or desirable under all Requirements of Law of the United States and of any state, territory or possession thereofdesirable, including without limitation those specified in Section 4.2 to 5.2 to: (i) establish the Administrative Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Property constituting Certificated Securities, Securities and Uncertificated Securities and Securities Accounts and all Securities Entitlements, (each as defined in ii) establish the New York UCC), other than any such Investment Property issued by a Foreign Subsidiary to the extent establishing Administrative Agent’s “control” (within the meaning of Section 9-107 of the UCC) over such Investment Property would require actions under the Requirements all Letter of Law of a jurisdiction other than the United States or any state, territory or possession thereofCredit Rights, (iiiii) establish the Administrative Agent’s control (within the meaning of Section 9-105 of the New York UCC) over all Electronic Chattel Paper and (iiiiv) establish the Administrative Agent’s “control” (within the meaning of Section 16 of the Uniform Electronic Transaction Act as in effect in the applicable jurisdiction (the “UETA”) over all “transferable records” (as defined in UETA).

Perfected First Priority Liens. The security interests (other than security interests in Excluded Perfection Assets) granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3.3 4.3 (all of which, in the case of all filings and other documents referred to on said Schedule, such Schedule have been delivered to the Second Lien Administrative Agent or the Collateral Agent, and in the case of all Instruments, Chattel Paper and certificated Pledged Equity Interests and Pledged Debt, to the First Lien Administrative Agent in accordance with the Intercreditor Agreement, in duly completed and duly executed form, as applicable, and may be filed by the Second Lien Administrative Agent or the Collateral Agent at any time) and payment of all filing fees, will constitute valid fully perfected security interests in all of the Collateral in favor of the Administrative Collateral Agent, for its benefit and for the ratable benefit of the other Secured Parties, as collateral security for such Grantor’s Secured Obligations, enforceable in accordance with the terms hereof, to the extent such security interest in such Collateral can be perfected by (i) the filing of a financing statement under the Uniform Commercial Code of any jurisdiction, (ii) the filing with the United States Patent and Trademark Office or the United States Copyright Office of an Intellectual Property Security Agreement, or (iii) the possession of such Collateral, Obligations and (b) are prior to all other Liens on the Collateral, except for Liens expressly permitted by Section 7.02 6.02 of the Second Lien Credit Agreement. Without limiting the foregoingforegoing but subject to the Intercreditor Agreement, each Grantor has taken all actions necessary or desirable under all Requirements of Law of the United States and of any state, territory or possession thereof(except with respect to Excluded Perfection Assets), including those specified in Section 4.2 5.2 to (i) establish the Administrative Collateral Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Property constituting Certificated Securities, Uncertificated Securities, Securities Entitlements or Commodity Accounts (each as defined in the New York UCC), other than any such Investment Property issued by a Foreign Subsidiary to the extent establishing “control” over such Investment Property would require actions under the Requirements of Law of a jurisdiction other than the United States or any state, territory or possession thereof, (ii) establish the Administrative Collateral Agent’s “control” (within the meaning of Section 9-107 of the New York UCC) over all Letter of Credit Rights, (iii) establish the Collateral Agent’s control (within the meaning of Section 9-105 of the New York UCC) over all Electronic Chattel Paper and (iiiiv) establish the Administrative Collateral Agent’s “control” (within the meaning of Section 16 of the Uniform Electronic Transaction Act as in effect in the applicable jurisdiction “UETA”) over all “transferable records” (as defined in UETA).

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3.3 4.3(a) (all of which, in the case of all filings and other documents referred to listed on said Schedulesuch schedule, have been delivered to the Administrative Agent Collateral Trustee in duly completed and duly executed form, as applicable, and may be filed by or on behalf of the Administrative Agent Collateral Trustee at any time) and payment of all filing fees, will constitute valid fully valid, fully-perfected security interests in all of the Collateral (other than the Excluded Perfection Assets) in favor of the Administrative AgentCollateral Trustee, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Secured Obligations, enforceable in accordance with the terms hereofhereof and of the Collateral Trust Agreement, (b) are, to the extent that such security interest in such Liens have been granted to the Collateral can be perfected by (i) Trustee for the filing benefit of a financing statement under the Uniform Commercial Code of any jurisdictionPriority Lien Secured Parties, (ii) the filing with the United States Patent and Trademark Office or the United States Copyright Office of an Intellectual Property Security Agreement, or (iii) the possession of such Collateral, and (b) are prior to all other Liens on the Collateral, Collateral except for Liens expressly permitted by Section 7.02 each of the Credit AgreementSecured 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 Liens on the Collateral except for the prior Liens for the benefit of the Priority Lien Secured Parties and for Liens expressly permitted by each of the Secured Debt Documents. Without limiting the foregoing, each Grantor has taken all actions necessary or desirable under all Requirements of Law of the United States and of any state, territory or possession thereofdesirable, including those specified in Section 4.2 to 5.2, to: (i) establish the Administrative AgentCollateral Trustee’s “control” (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Property constituting Certificated Securities, Uncertificated Securities, Securities (each as defined in the New York UCC)Accounts, other than any such Investment Property issued by a Foreign Subsidiary to the extent establishing “control” over such Investment Property would require actions under the Requirements of Law of a jurisdiction other than the United States Securities Entitlements or any state, territory or possession thereofCommodity Accounts, (ii) establish the Administrative AgentCollateral Trustee’s “control” (within the meaning of Section 9-104 of the New York UCC) over all Deposit Accounts, (iii) establish the Collateral Trustee’s “control” (within the meaning of Section 9-107 of the New York UCC) over all Letter of Credit Rights, (iv) establish the Collateral Trustee’s control (within the meaning of Section 9-105 of the New York UCC) over all Electronic Chattel Paper and (iiiv) establish the Administrative Collateral Agent’s “control” (within the meaning of Section 16 of the Uniform Electronic Transaction Act as in effect in the applicable jurisdiction (the “UETA”)) over all “transferable records” (as defined in UETA).

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (ai) upon completion of the filings and other actions specified on Schedule 3.3 3 (all of which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent and the UK Security Agent in duly completed and duly executed form, as applicable, and may be filed by the Administrative Agent or the UK Security Agent at any time) and payment of all filing fees, will constitute valid fully perfected security interests (except as expressly provided herein) in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the applicable Secured Parties (it being understood and agreed that the Foreign Subsidiary Voting Stock in excess of 65% thereof constitutes a perfected security interest only to secure the UK obligations) for such Grantor’s Obligations and in all of the Canadian Investment Property in favor of the UK Security Agent, for the ratable benefit of the UK Secured Parties, as collateral security for such Grantor’s Secured the UK Obligations, enforceable in accordance with the terms hereof, to the extent such security interest in such Collateral can be perfected by (i) the filing of a financing statement under the Uniform Commercial Code of any jurisdiction, (ii) the filing with the United States Patent and Trademark Office or the United States Copyright Office of an Intellectual Property Security Agreement, or (iii) the possession of such Collateral, and (bii) are prior to all other Liens on the Collateral, Collateral and the Canadian Investment Property except for Liens expressly permitted by Section 7.02 of the Credit AgreementPermitted Liens. Without limiting the foregoing, subject to the limitations contained herein, each Grantor has taken all actions necessary or desirable under all Requirements of Law of the United States and of any state, territory or possession thereofdesirable, including without limitation those specified in Section 4.2 to 5.2 to: (i) establish the Administrative Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Property constituting Certificated Securities, Uncertificated Securities, Securities Accounts, Securities Entitlements or Commodity Accounts (each as defined in the New York UCC) and establish the UK Security Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the UCC) over any portion of the Canadian Investment Property (other than the Collateral) constituting Certificated Securities, Uncertificated Securities, Securities Accounts or Securities Entitlements (each as defined in the UCC), other than any such Investment Property issued by a Foreign Subsidiary to (ii) establish the extent establishing Administrative Agent’s “control” (within the meaning of Section 9-104 of the UCC) over such Investment Property would require actions under the Requirements of Law of a jurisdiction other than the United States or any state, territory or possession thereofall Deposit Accounts, (iiiii) establish the Administrative Agent’s “control” (within the meaning of Section 9-107 of the UCC) over all Letter of Credit Rights, (iv) establish the Administrative Agent’s control (within the meaning of Section 9-105 of the New York UCC) over all Electronic Chattel Paper and (iiiv) establish the Administrative Agent’s “control” (within the meaning of Section 16 of the Uniform Electronic Transaction Act as in effect in the applicable jurisdiction (“UETA”)) over all “transferable records” (as defined in UETA).

Perfected First Priority Liens. The (a) Other than with respect to the Permitted Exceptions, the security interests granted pursuant to this Agreement (ai) upon completion of the filings and other actions specified on Schedule 3.3 7 (all of which, in the case of all filings and other documents referred to on said ScheduleSchedule 7, have been delivered to the Administrative Agent in duly completed and duly executed form, as (where applicable) in a form suitable for filing, and may be filed by the Administrative Agent at any time) and payment of all filing fees, will constitute valid fully perfected security interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Secured Obligations, enforceable in accordance with the terms hereof, to the extent such security interest in such Collateral can be perfected by (i) the filing of a financing statement under the Uniform Commercial Code of any jurisdiction, hereof and (ii) the filing with the United States Patent and Trademark Office or the United States Copyright Office of an Intellectual Property Security Agreement, or (iii) the possession of such Collateral, and (b) are prior to all other Liens on the Collateral, Collateral except for Liens expressly permitted by Section 7.02 Permitted Liens. Other than with respect to the Permitted Exceptions (other than, for the avoidance of the Credit Agreement. Without doubt, clause (iii) thereof), without limiting the foregoing, each Grantor has taken all actions necessary or desirable under all Requirements of Law (in accordance and not in contravention with the terms of the United States and of any state, territory or possession thereofLoan Documents, including but not limited to the definition of “Excluded Assets” in and Section 4.01(b) of the Credit Agreement), including without limitation those specified in Section 4.2 to 5.2 hereof to: (i) establish the Administrative Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Property constituting Certificated Securities, Uncertificated Securities (each as defined in the New York UCC), other than any such Investment Property issued by a Foreign Subsidiary to the extent establishing “control” over such Investment Property would require actions under the Requirements of Law of a jurisdiction other than the United States or any state, territory or possession thereof, (ii) establish the Administrative Agent’s control (within the meaning of Section 9-105 of the New York UCC) over all Electronic Chattel Paper and (iii) establish the Administrative Agent’s “control” (within the meaning of Section 16 9-107 of the Uniform Electronic Transaction Act as in effect in the applicable jurisdiction “UETA”New York UCC) over all Letter of Credit Rights and (iii) solely to the extent requested by the Administrative Agent, establish the Administrative Agent’s “transferable recordscontrol” (as defined in UETA)within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Property held by a securities intermediary.

Perfected First Priority Liens. (a) The security interests granted pursuant to this Agreement (ai) upon completion of the filings and other actions specified on Schedule 3.3 3 (all of which, in the case of all filings and other documents referred to on said such Schedule, have been delivered to the Administrative Agent in duly completed and duly executed form, as applicable, and may be filed by the Administrative Agent at any time) and payment of all filing fees, will constitute valid fully perfected security interests in all of the Specified Collateral (other than Collateral consisting of vehicles, aircrafts, Deposit Accounts, Commercial Tort Claims and the Proceeds thereof, leasehold interests in real property and immaterial foreign Copyrights, immaterial foreign Trademarks and immaterial foreign Patents, except to the extent such immaterial foreign Copyrights, immaterial foreign Trademarks and immaterial foreign Patents can be perfected by UCC filings) in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Secured Obligations, enforceable in accordance with the terms hereof, to the extent such security interest in such Collateral can be perfected by (i) the filing of a financing statement under the Uniform Commercial Code of any jurisdiction, hereof and (ii) the filing with the United States Patent and Trademark Office or the United States Copyright Office of an Intellectual Property Security Agreement, or (iii) the possession of such Collateral, and (b) are prior to all other Liens on the Collateral, Collateral except for Liens expressly permitted by Section 7.02 of the Credit AgreementPermitted Liens. Without limiting the foregoing, each Grantor has taken all actions necessary or desirable under all Requirements of Law of the United States and of any state, territory or possession thereofdesirable, including without limitation those specified in Section 4.2 to 5.2 to: (i) establish the Administrative Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Property constituting Certificated Securities, Securities and Uncertificated Securities (each as defined in the New York UCC), other than any such Investment Property issued by a Foreign Subsidiary to (ii) establish the extent establishing Administrative Agent’s “control” (within the meaning of Section 9-107 of the UCC) over such Investment Property would require actions under the Requirements all Letter of Law of a jurisdiction other than the United States or any state, territory or possession thereofCredit Rights, (iiiii) establish the Administrative Agent’s control (within the meaning of Section 9-105 of the New York UCC) over all Electronic Chattel Paper and (iiiv) establish the Administrative Agent’s “control” (within the meaning of Section 16 of the Uniform Electronic Transaction Act as in effect in the applicable jurisdiction (the “UETA”) over all “transferable records” (as defined in UETA).

Perfected First Priority Liens. (1) The security interests granted pursuant to this Agreement (ai) upon completion of the filings and other actions specified on Schedule 3.3 (all of which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in duly completed and duly executed form, as applicable, and may be filed by the Administrative Agent at any time) and payment of all filing fees, will constitute valid fully perfected security interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the Secured PartiesParty, as collateral security for such Grantor’s Secured the Obligations, enforceable in accordance with the terms hereof, hereof against all creditors of such Grantor and any Persons purporting to the extent purchase any Collateral from such security interest in such Collateral can be perfected by (i) the filing of a financing statement under the Uniform Commercial Code of any jurisdiction, Grantor and (ii) the filing with the United States Patent and Trademark Office or the United States Copyright Office of an Intellectual Property Security Agreement, or (iii) the possession of such Collateral, and (b) are prior to all other Liens on the Collateral, Collateral except for (A) unrecorded Liens expressly permitted by Section 7.02 of the Credit Agreement. Agreement which have priority over the Liens on the Collateral by operation of law and (B) existing Liens described on Schedule 10. (2) Without limiting the foregoing, and except as provided in Section 5.01, each Grantor has taken all actions necessary or desirable under all Requirements of Law of the United States and of any state, territory or possession thereof, including those specified in Section 4.2 to 5.01 to: (i) establish the Administrative Agent’s “Secured Party's "control” " (within the meanings of Sections 8-106 8.106 and 9-106 9.106 of the New York UCC) over any portion of the Investment Property of such Grantor constituting Certificated Securitiescertificated securities, Uncertificated Securities (each as defined in the New York UCC)uncertificated securities, other than any such Investment Property issued by a Foreign Subsidiary to the extent establishing “control” over such Investment Property would require actions under the Requirements of Law of a jurisdiction other than the United States securities accounts, security entitlements, or any state, territory commodity accounts or possession thereofcommodity contracts, (ii) establish the Administrative Agent’s control Secured Party's "control" (within the meaning of Section 9-105 9.104 of the New York UCC) over all Electronic Chattel Paper and deposit accounts of such Grantor, (iii) establish the Administrative Agent’s “Secured Party's "control” " (within the meaning of Section 9.107 of the UCC) over all letter-of-credit rights of such Grantor, (iv) establish the Secured Party's "control" (within the meaning of Section 9.105 of the UCC) over all electronic chattel paper of such Grantor and (v) establish the Secured Party's "control" within the meaning of Section 16 of the Uniform Electronic Transaction Act as in effect in the applicable jurisdiction “UETA”) UETA over all “"transferable records” " (as defined in UETA)) of such Grantor. (3) All tangible chattel paper, instruments and negotiable documents of each Grantor have been delivered to the Secured Party.

Perfected First Priority Liens. (a) Each Grantor shall file any financing statements or continuation statements, and amendments to financing statements, or any similar document in any jurisdictions and with any filing offices as are necessary or advisable to perfect or otherwise protect the security interest granted to the Collateral Agent herein. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3.3 4 (all of which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Collateral Agent in duly completed and and, where required, duly executed form, as applicable, ) and may be filed the obtaining and maintenance of “control” (within the meaning of Section 8-106 and 9-104 of the UCC) by the Administrative Collateral Agent at any time) and payment of all filing feesDeposit Accounts (other than Excluded Deposit Accounts), the security interests granted in Section 3 will constitute valid fully perfected security interests in all of the Collateral (except for Excluded Perfection Assets) in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Secured the Obligations, enforceable in accordance with the terms hereof, to the extent such security interest in such Collateral can be perfected by (i) the filing of a financing statement under the Uniform Commercial Code of any jurisdiction, (ii) the filing with the United States Patent and Trademark Office or the United States Copyright Office of an Intellectual Property Security Agreement, or (iii) the possession hereof against all creditors of such Collateral, Grantor and (b) are is and will be prior to all other Liens on the Collateral, such Collateral except for Liens expressly permitted by Section 7.02 the Indenture which have priority over the Liens on such Collateral by operation of the Credit Agreementlaw. Without limiting the foregoingforegoing and except as otherwise permitted or provided in Section 5 hereof, each Grantor has taken all actions necessary or desirable under all Requirements of Law of the United States and of any state, territory or possession thereof, including those specified in Section 4.2 to to: (i) establish the Administrative Collateral Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Property constituting Certificated Securities, Uncertificated Securities, Securities Accounts, Securities Entitlements or Commodity Accounts (each as defined in the New York UCC), other than any such Investment Property issued by a Foreign Subsidiary to the extent establishing “control” over such Investment Property would require actions under the Requirements of Law of a jurisdiction other than the United States or any state, territory or possession thereof, (ii) establish the Administrative Collateral Agent’s “control” (within the meaning of Section 9-104 of the UCC) over all Deposit Accounts (other than Excluded Deposit Accounts) of such Grantor and (iii) establish the Collateral Agent’s control (within the meaning of Section 9-105 of the New York UCC) over all Electronic Chattel Paper and (iii) establish the Administrative Agent’s “control” (within the meaning of Section 16 of the Uniform Electronic Transaction Act as in effect in the applicable jurisdiction “UETA”) over all “transferable records” (as defined in UETA)such Grantor.

Perfected First Priority Liens. The (a) Except with respect to any Property to which the Administrative Agent has determined pursuant to Section 6.10(c) of the Credit Agreement that the collateral value thereof is insufficient to justify the difficulty, time or expense of obtaining a perfected or first priority Lien in favor of the Collateral Agent, the security interests granted pursuant to this Agreement (ai) upon completion constitute valid and, subject only to the filing of the filings financing statements and the taking of the other actions specified listed on Schedule 3.3 3 hereto (all of which, in the case of all filings and other documents referred to on said Schedule, have been delivered which may or may not be required pursuant to the Administrative Agent in duly completed and duly executed formterms hereof), as applicable, and may be filed by the Administrative Agent at any time) and payment of all filing fees, will constitute valid fully perfected security interests in all of the Grantor Collateral or Pledgor Collateral, as applicable, in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s the Secured Obligations, enforceable in accordance with the terms hereof, to hereof against all creditors of such Grantor and the extent such security interest in such Collateral can be perfected by (i) the filing of a financing statement under the Uniform Commercial Code of any jurisdictionPledgor, (ii) are subject to no other Liens on the filing with the United States Patent and Trademark Office Grantor Collateral or the United States Copyright Office of an Intellectual Property Security AgreementPledgor Collateral, or (iii) the possession of such Collateralas applicable, except for Permitted Liens, and (biii) are prior to all other Liens on the Grantor Collateral or Pledgor Collateral, as applicable, except for Liens expressly permitted by Section 7.02 of the Credit AgreementSenior Permitted Liens. Without limiting the foregoing, (i) each Grantor has taken all actions necessary or desirable under all Requirements of Law of the United States and of any statenecessary, territory or possession thereofincluding, including without limitation, those specified in Section 4.2 to 4.1 to: (iA) establish the Administrative Collateral Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Property constituting Certificated Securities, Uncertificated Securities, Securities Accounts, Securities Entitlements or Commodity Accounts (each as defined in the New York UCC), other than any such Investment Property issued by a Foreign Subsidiary to the extent establishing “control” over such Investment Property would require actions under the Requirements of Law of a jurisdiction other than the United States or any state, territory or possession thereof, ) and (iiB) establish the Administrative Agent’s control (within the meaning of Section 9-105 of the New York UCC) over all Electronic Chattel Paper and (iii) establish the Administrative Collateral Agent’s “control” (within the meaning of Section 16 9-104 of the Uniform Electronic Transaction Act as in effect in the applicable jurisdiction “UETA”New York UCC) over all Deposit Accounts and (ii) the Pledgor has taken all actions necessary, including, without limitation, those specified in Section 4.1 to establish the Collateral Agent’s “transferable recordscontrol” (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over the Pledgor Collateral. (b) No authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body (except those which have been made or obtained) is required for either (i) the pledge or grant by any ▇▇▇▇ Party of the security interests purported to be created in favor of the Collateral Agent hereunder or (ii) the exercise by the Collateral Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for filings and actions specified on Schedule 3 and described in Section 7.17, and (B) as defined may be required, in UETA)connection with the disposition of any Investment Property, by laws generally affecting the offering and sale of securities.

Perfected First Priority Liens. The (a) Except as otherwise contemplated by the terms of the Indenture and each Additional Secured Debt Document, and except with respect to Letter of Credit Rights, the Liens created under the Collateral Documents and the security interests granted pursuant to this Agreement (ai) upon completion of the filings and other actions specified on Schedule 3.3 (all of which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in duly completed and duly executed form, as applicable, and may be filed by the Administrative Agent at any time) and payment of all filing fees, will constitute valid fully perfected security interests in all of the Collateral in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Secured Obligations, enforceable in accordance with the terms hereof, to the extent such security interest in such Collateral can be perfected by (i) the filing of a financing statement under the Uniform Commercial Code of any jurisdiction, hereof and (ii) the filing with the United States Patent and Trademark Office or the United States Copyright Office of an Intellectual Property Security Agreement, or (iii) the possession of such Collateral, and (b) are prior to all other Liens on the Collateral, Collateral except for Liens otherwise expressly permitted by Section 7.02 the terms of the Credit AgreementIndenture and each Additional Secured Debt Document to have priority over the Liens created under the Collateral Documents. Without limiting the foregoing, but subject to Section 7.19 hereof and subject to the terms of the Refinancing Intercreditor Agreement, each Grantor has taken all actions necessary or desirable under all Requirements of Law of the United States and of any state, territory or possession thereofnecessary, including without limitation those specified in Section 4.2 to (iA) establish the Administrative Collateral Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Property constituting Certificated Securities, Securities or Uncertificated Securities (each as defined in except to the New York UCC), other than any extent such Investment Property issued by a Foreign Subsidiary to the extent establishing “control” over such Investment Property would require actions under the Requirements of Law of a jurisdiction other than the United States constitutes cash or any state, territory or possession thereofTemporary Cash Investments only, (iiB) establish the Administrative Collateral Agent’s control (within the meaning of Section 9-105 of the New York UCC) over all Electronic Chattel Paper in excess of $5,000,000 individually, or $10,000,000 in the aggregate, and (iiiC) establish the Administrative Collateral Agent’s “control” (within the meaning of Section 16 of the Uniform Electronic Transaction Act as in effect in the applicable jurisdiction (“UETA”)) over all “transferable records” (as defined in UETA)) in excess of $5,000,000 individually, or $10,000,000 in the aggregate.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3.3 4.3 (all of which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Collateral Agent in duly completed and duly executed formform (which shall include real estate descriptions sufficient to enable the Collateral Agent to record financing statements in the county records, in such counties identified on Schedule 4.3), as applicable, and may be filed by the Administrative Collateral Agent at any time) and payment of all filing fees, will constitute valid fully perfected security interests in all of the Pledged Collateral in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Secured Obligations, enforceable in accordance with the terms hereof, to the extent such security interest in such Collateral can be perfected by (i) the filing of a financing statement under the Uniform Commercial Code of any jurisdiction, (ii) the filing with the United States Patent and Trademark Office or the United States Copyright Office of an Intellectual Property Security Agreement, or (iii) the possession of such Collateral, hereof and (b) are prior to all other Liens on the Pledged Collateral, except for Liens expressly permitted by Section 7.02 6.02 of the Credit Agreement. Without limiting the foregoing, each Grantor has taken and will take all actions that the Collateral Agent deems necessary or desirable under all Requirements of Law of the United States and of any state, territory or possession thereofdesirable, including those specified in Section 4.2 5.2 to (i) establish the Administrative Collateral Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Property constituting Certificated Securities, Uncertificated Securities, Securities Accounts, Securities Entitlements or Commodity Accounts (each as defined in the New York UCC), other than any such Investment Property issued by a Foreign Subsidiary to the extent establishing “control” over such Investment Property would require actions under the Requirements of Law of a jurisdiction other than the United States or any state, territory or possession thereof, (ii) establish the Administrative Collateral Agent’s “control” (within the meaning of Section 9-104 of the New York UCC) over all Deposit Accounts, (iii) establish the Collateral Agent’s “control” (within the meaning of Section 9-107 of the New York UCC) over all Letter of Credit Rights, (iv) establish the Collateral Agent’s control (within the meaning of Section 9-105 of the New York UCC) over all Electronic Chattel Paper and (iiiv) establish the Administrative Collateral Agent’s “control” (within the meaning of Section 16 of the Uniform Electronic Transaction Act as in effect in the applicable jurisdiction “UETA”) over all “transferable records” (as defined in UETA).

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (ai) upon completion of the filings and other actions specified on Schedule 3.3 3 (all of which, in the case of all filings and other documents referred to on said such Schedule, have been delivered to the Administrative Agent in duly completed and duly executed form, as applicable, and may be filed or delivered by the Administrative Agent at any time) and ), the payment of all filing feesfees and the obtaining of the prior approval of the FCC for the Administrative Agent, for the ratable benefit of the Secured Parties, to exercise its rights and remedies with respect to the FCC Licenses and FCC approvals or filings contemplated under Section 6.3(e), will constitute valid fully perfected security interests in all of the Collateral (other than Collateral consisting of vehicles, Deposit Accounts, Securities Accounts, Commodity Accounts, leasehold interests in real property and Fixtures) in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Secured Obligations, enforceable in accordance with the terms hereof, to the extent such security interest in such Collateral can be perfected by (i) the filing of a financing statement under the Uniform Commercial Code of any jurisdiction, hereof and (ii) the filing with the United States Patent and Trademark Office or the United States Copyright Office of an Intellectual Property Security Agreement, or (iii) the possession of such Collateral, and (b) are prior to all other Liens on the Collateral, such Collateral except for Liens expressly permitted by Section 7.02 of the Credit AgreementPermitted Liens. Without limiting the foregoingforegoing and except as permitted or provided in Section 5.2, each Grantor has taken all actions necessary or desirable under all Requirements of Law of the United States and of any state, territory or possession thereofnecessary, including without limitation those specified in Section 4.2 to 5.2, to: (iA) provided that such actions are requested by the Administrative Agent in accordance with Section 5.2(e), establish the Administrative Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Property Collateral constituting Certificated Securities, Uncertificated Securities, Securities Accounts, Securities Entitlements or Commodity Accounts, (each as defined B) provided that such actions are requested by the Administrative Agent in the New York UCCaccordance with Section 5.2(e), other than any establish the Administrative Agent’s “control” (within the meaning of Section 9-104 of the UCC) over all Deposit Accounts of such Investment Property issued by a Foreign Subsidiary Grantor, (C) establish the Administrative Agent’s “control” (within the meaning of Section 9-107 of the UCC) over all Letter of Credit Rights of such Grantor to the extent establishing “control” over such Investment Property would require actions under related letters of credit have face amounts greater than $450,000 individually or $1,000,000 in the Requirements of Law of a jurisdiction other than the United States or any state, territory or possession thereofaggregate, (iiD) establish the Administrative Agent’s control (within the meaning of Section 9-105 of the New York UCC) over all Electronic Chattel Paper of such Grantor to the extent such Electronic Chattel Paper has a value greater than $100,000 individually or $500,000 in the aggregate and (iiiE) establish the Administrative Agent’s “control” (within the meaning of Section 16 of the Uniform Electronic Transaction Act as in effect in the applicable jurisdiction (the “UETA”) over all “transferable records” (as defined in UETA).

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3.3 4.3(a) (all of which, in the case of all filings and other documents referred to listed on said Schedulesuch schedule, have been delivered to the Administrative Agent Collateral Trustee in duly completed and duly executed form, as applicable, and may be filed by or on behalf of the Administrative Agent Collateral Trustee at any time) and payment of all filing fees, will constitute valid fully valid, fully-perfected security interests in all of the Collateral (other than the Excluded Perfection Assets) in favor of the Administrative AgentCollateral Trustee, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s 's Secured Obligations, enforceable in accordance with the terms hereofhereof and of the Collateral Trust Agreement, (b) are, to the extent that such security interest in such Liens have been granted to the Collateral can be perfected by (i) Trustee for the filing benefit of a financing statement under the Uniform Commercial Code of any jurisdictionPriority Lien Secured Parties, (ii) the filing with the United States Patent and Trademark Office or the United States Copyright Office of an Intellectual Property Security Agreement, or (iii) the possession of such Collateral, and (b) are prior to all other Liens on the Collateral, Collateral except for Liens expressly permitted by Section 7.02 each of the Credit AgreementSecured 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 Liens on the Collateral except for the prior Liens for the benefit of the Priority Lien Secured Parties and for Liens expressly permitted by each of the Secured Debt Documents. Without limiting the foregoing, each Grantor has taken all actions necessary or desirable under all Requirements of Law of the United States and of any state, territory or possession thereofdesirable, including those specified in Section 4.2 to 5.2, to: (i) establish the Administrative Agent’s “Collateral Trustee's "control” " (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Property constituting Certificated Securities, Uncertificated Securities, Securities (each as defined in the New York UCC)Accounts, other than any such Investment Property issued by a Foreign Subsidiary to the extent establishing “control” over such Investment Property would require actions under the Requirements of Law of a jurisdiction other than the United States Securities Entitlements or any state, territory or possession thereofCommodity Accounts, (ii) establish the Administrative Agent’s Collateral Trustee's "control" (within the meaning of Section 9-104 of the New York UCC) over all Deposit Accounts, (iii) establish the Collateral Trustee's "control" (within the meaning of Section 9-107 of the New York UCC) over all Letter of Credit Rights, (iv) establish the Collateral Trustee's control (within the meaning of Section 9-105 of the New York UCC) over all Electronic Chattel Paper and (iiiv) establish the Administrative Collateral Agent’s “'s "control” " (within the meaning of Section 16 of the Uniform Electronic Transaction Act as in effect in the applicable jurisdiction “(the "UETA”")) over all “"transferable records” " (as defined in UETA).

Perfected First Priority Liens. (a) The security interests granted pursuant to this Agreement (ai) upon completion constitute valid and, subject only to the filing of the filings financing statements and the taking of the other actions specified listed on Schedule 3.3 (all of which3 hereto, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in duly completed and duly executed form, as applicable, and may be filed by the Administrative Agent at any time) and payment of all filing fees, will constitute valid fully perfected security interests in all of the Collateral (other than Intellectual Property arising under foreign laws which is not listed on Schedule 6 or which is listed as "immaterial" on Schedule 6) in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Secured 's Obligations, enforceable in accordance with the terms hereof, to the extent hereof against all creditors of such security interest in such Collateral can be perfected by (i) the filing of a financing statement under the Uniform Commercial Code of any jurisdictionGrantor, (ii) are subject to no other Liens on the filing with the United States Patent Collateral except for Permitted Liens and Trademark Office or the United States Copyright Office of an Intellectual Property Security Agreement, or (iii) the possession of such Collateral, and (b) are prior to all other Liens on the Collateral, Collateral except for Liens expressly permitted by Section 7.02 of the Credit AgreementSenior Permitted Liens. Without limiting the foregoing, each Grantor has taken all actions necessary or desirable under all Requirements of Law of the United States and of any statenecessary, territory or possession thereofincluding, including without limitation, those specified in Section 4.2 to 5.2 to: (i) establish the Administrative Agent’s “'s "control” " (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Property constituting Certificated Securities, Uncertificated Securities, Securities Accounts, Securities Entitlements or Commodity Accounts (each as defined in the New York UCC), other than any such Investment Property issued by a Foreign Subsidiary to the extent establishing “control” over such Investment Property would require actions under the Requirements of Law of a jurisdiction other than the United States or any state, territory or possession thereof, (ii) establish the Administrative Agent’s control 's "control" (within the meaning of Section 9-105 104 of the New York UCC) over all Electronic Chattel Paper Deposit Accounts, and (iii) establish the Administrative Agent’s “'s "control” " (within the meaning of Section 16 9-107 of the Uniform Electronic Transaction Act as in effect in the applicable jurisdiction “UETA”New York UCC) over all “transferable records” Letter of Credit Rights. (b) No authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body (except those which have been made or obtained) is required for either (i) the pledge or grant by any Grantor of the security interests purported to be created in favor of the Administrative Agent hereunder or (ii) the exercise by the Administrative Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for filings and actions specified on Schedule 3 and (B) as defined may be required, in UETA).connection with the disposition of any Investment Property, by laws generally affecting the offering and sale of securities;

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (ai) upon completion of the filings and other actions specified on Schedule 3.3 3 (all of which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Collateral Agent in duly completed and duly executed form, as applicable, and may be filed by the Administrative Collateral Agent at any time) and payment of all filing fees, will constitute valid fully perfected security interests in all of the Collateral in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Secured Obligations, enforceable in accordance with the terms hereof, to the extent such security interest in such Collateral can be perfected by (i) the filing of a financing statement under the Uniform Commercial Code of any jurisdiction, hereof and (ii) the filing with the United States Patent and Trademark Office or the United States Copyright Office of an Intellectual Property Security Agreement, or (iii) the possession of such Collateral, and (b) are prior to all other Liens on the Collateral, Collateral except for Liens expressly permitted by Section 7.02 of the Credit AgreementPermitted Liens. Without limiting the foregoing, each Grantor has taken all actions necessary or desirable under all Requirements of Law of the United States and of any state, territory or possession thereofdesirable, including those specified in Section 4.2 to 5.2 to: (i) establish the Administrative Collateral Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Property constituting Certificated Securities, Uncertificated Securities, Securities Accounts, Securities Entitlements or Commodity Accounts (each as defined in the New York UCC), other than any such Investment Property issued by a Foreign Subsidiary to the extent establishing “control” over such Investment Property would require actions under the Requirements of Law of a jurisdiction other than the United States or any state, territory or possession thereof, (ii) establish the Administrative Collateral Agent’s “control” (within the meaning of Section 9-104 of the UCC) over all Deposit Accounts, (iii) establish the Collateral Agent’s “control” (within the meaning of Section 9-107 of the UCC) over all Letter of Credit Rights, (iv) establish the Collateral Agent’s control (within the meaning of Section 9-105 of the New York UCC) over all Electronic Chattel Paper and (iiiv) establish the Administrative Collateral Agent’s “control” (within the meaning of Section 16 of the Uniform Electronic Transaction Act as in effect in the applicable jurisdiction “UETA”) over all “transferable records” (as defined in UETA).

Perfected First Priority Liens. (a) The security interests granted pursuant to this Agreement (ai) upon completion of the filings and other actions specified on Schedule 3.3 3 (all of which, in the case of all filings and other documents referred to on said such Schedule, have been delivered to the Administrative Agent in duly completed and duly executed form, as applicable, and may be filed by the Administrative Agent at any time) and payment of all filing fees, will constitute valid fully perfected security interests in all of the Specified Collateral (other than Collateral consisting of vehicles, aircrafts, Deposit Accounts, Commercial Tort Claims and the Proceeds thereof, leasehold interests in real property and immaterial foreign Copyrights, immaterial foreign Trademarks and immaterial foreign Patents, except to the extent such immaterial foreign Copyrights, immaterial foreign Trademarks and immaterial foreign Patents can be perfected by UCC filings) in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Secured 's Obligations, enforceable in accordance with the terms hereof, to the extent such security interest in such Collateral can be perfected by (i) the filing of a financing statement under the Uniform Commercial Code of any jurisdiction, hereof and (ii) the filing with the United States Patent and Trademark Office or the United States Copyright Office of an Intellectual Property Security Agreement, or (iii) the possession of such Collateral, and (b) are prior to all other Liens on the Collateral, Collateral except for Liens expressly permitted by Section 7.02 of the Credit AgreementPermitted Liens. Without limiting the foregoing, each Grantor has taken all actions necessary or desirable under all Requirements of Law of the United States and of any state, territory or possession thereofdesirable, including without limitation those specified in Section 4.2 to 5.2 to: (i) establish the Administrative Agent’s “'s "control” " (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Property constituting Certificated Securities, Securities and Uncertificated Securities (each as defined in the New York UCC), other than any such Investment Property issued by a Foreign Subsidiary to the extent establishing “control” over such Investment Property would require actions under the Requirements of Law of a jurisdiction other than the United States or any state, territory or possession thereof, (ii) establish the Administrative Agent’s 's "control" (within the meaning of Section 9-107 of the UCC) over all Letter of Credit Rights, (iii) establish the Administrative Agent's control (within the meaning of Section 9-105 of the New York UCC) over all Electronic Chattel Paper and (iiiv) establish the Administrative Agent’s “'s "control” (" within the meaning of Section 16 of the Uniform Electronic Transaction Act as in effect in the applicable jurisdiction “(the "UETA”") over all “"transferable records” " (as defined in UETA).

Perfected First Priority Liens. The security interests (a) Subject to the limitations set forth in clause (b) of this subsection 3.2, the Security Interests granted pursuant to this Security Agreement (ai) upon completion of the filings and other actions specified on Schedule 3.3 (all of which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in duly completed and duly executed form, as applicable, and may be filed by the Administrative Agent at any time) and payment of all filing fees, will constitute valid fully perfected security interests Security Interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Secured the Obligations, enforceable in accordance with the terms hereof, to the extent such security interest in such Collateral can be perfected by upon (iA) the filing of a all financing statement under statements naming each Grantor as “debtor” and the Uniform Commercial Code of any jurisdictionAgent as “secured party” and describing the Collateral in the applicable filing offices, (iiB) delivery of all Instruments, Chattel Paper and certificated Securities, together with instruments of transfer or assignment duly executed in blank as the filing with 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, (D) in the case of Deposit Accounts, the delivery of a Control Agreement and (E) completion of the filing, registration and recording of a fully executed agreement substantially in the form of Annex 3 hereto and containing a description of all Collateral constituting registrations and applications for Intellectual Property in the United States Patent and Trademark Office or pursuant to 35 USC §261 and 15 USC §1060 and the regulations thereunder with respect to United States Patents and United States registered and applied for Trademarks; and in the United States Copyright Office of an Intellectual Property Security Agreement, or (iii) with respect to United States registered Copyrights pursuant to 17 USC §205 and the possession of such Collateralregulations thereunder, and (bii) are prior to all other Liens on the CollateralCollateral other than Liens permitted to have priority under the Credit Agreement and any applicable Intercreditor Agreement. (b) Notwithstanding anything to the contrary herein, except for Liens expressly permitted no Grantor shall be required to perfect the Security Interests granted by Section 7.02 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 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, (iv) in the case of Collateral that constitutes Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents, possession by the Agent in the United States, (v) the obtaining of Control Agreements over Deposit Accounts and Securities Accounts (including, without limitation, those listed on Schedule 9) other than Excluded Accounts; and (vi) the taking of actions specified in Section 4.5 (with respect to Commercial Tort Claims) or Section 4.10 (with respect to Letter-of-Credit Agreement. Without limiting the foregoingRights); provided, however, that each Grantor has taken all actions necessary 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 desirable under all Requirements of Law treaty of the United States and or State thereof as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of any statethe Agent to enforce, territory or possession thereof, including those specified in Section 4.2 to (i) establish the Administrative Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Property constituting Certificated Securities, Uncertificated Securities (each as defined security interest in the New York UCC), other than any such Investment Property issued by a Foreign Subsidiary to the extent establishing “control” over such Investment Property would require actions under the Requirements of Law of a jurisdiction other than the United States or any state, territory or possession thereof, Collateral; (ii) establish obtain governmental and other third party waivers, consents and approvals in form and substance satisfactory to the Administrative Agent’s control (within , including any consent of any licensor, lessor or other person obligated on the meaning of Section 9-105 of the New York UCC) over all Electronic Chattel Paper and Collateral, (iii) establish obtain waivers from mortgagees and landlords in form and substance satisfactory to the Administrative Agent’s “control” , and (within the meaning of Section 16 iv) take all actions under any earlier versions of the Uniform Electronic Transaction Act UCC as in effect in the applicable State of New York or under any other law, as reasonably determined by the Agent to be applicable. Except as set forth in any Canadian Security Agreement, no Grantor shall be required to complete any filings or other action with respect to the perfection of Security Interests in any jurisdiction “UETA”outside the United States. (c) over all “transferable records” (as defined Subject to the terms of the Credit Agreement, it is understood and agreed that the Security Interests in UETA)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. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3.3 4.03 (all of which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Collateral Agent in duly completed and duly executed form, as applicable, and may be filed by the Administrative Collateral Agent at any time) and payment of all filing fees, will constitute valid fully perfected security interests in all of the Collateral in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Secured Obligations, enforceable in accordance with the terms hereof, hereof (except that no representation and warranty is made with respect to the extent such perfection of security interest in such Collateral can be perfected by (i) the filing of a financing statement interests under the Uniform Commercial Code laws of any foreign jurisdiction, (ii) the filing with the United States Patent and Trademark Office or the United States Copyright Office of an Intellectual Property Security Agreement, or (iii) the possession of such Collateral, and (b) are prior to all other Liens on the Collateral, except for Liens expressly permitted by Section 7.02 of the Credit AgreementPermitted Liens. Without limiting the foregoing, each Grantor has taken all actions necessary or desirable under all Requirements of Law of the United States and of any state, territory or possession thereofdesirable, including those specified in Section 4.2 5.02 to (i) establish the Administrative Collateral Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Property constituting Certificated Securities, Securities or Uncertificated Securities and, to the extent requested by the Collateral Agent, Securities Accounts, Securities Entitlements or Commodity Accounts (each as defined in the New York UCC), other than any such Investment Property issued by a Foreign Subsidiary (ii) to the extent establishing requested by the Collateral Agent, establish the Collateral Agent’s “control” (within the meaning of Section 9-104 of the New York UCC) over such Investment Property would require actions under the Requirements of Law of a jurisdiction other than the United States or any state, territory or possession thereofall Deposit Accounts, (iiiii) establish the Administrative Collateral Agent’s “control” (within the meaning of Section 9-107 of the New York UCC) over all Letter of Credit Rights, (iv) establish the Collateral Agent’s control (within the meaning of Section 9-105 of the New York UCC) over all Electronic Chattel Paper and (iiiv) establish the Administrative Collateral Agent’s “control” (within the meaning of Section 16 of the Uniform Electronic Transaction Act as in effect in the applicable jurisdiction “UETA”) over all “transferable records” (as defined in UETA) (it being understood that no control agreements for Securities Accounts, Securities Entitlements, Commodity Accounts or Deposit Accounts are being obtained on the Closing Date).

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3.3 1 (ii) (all of which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Collateral Agent in duly completed and duly executed form, as applicable, and may be filed by the Administrative Collateral Agent at any time) and payment of all filing fees, will constitute valid fully perfected security interests in all of the Collateral in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Secured the Obligations, enforceable in accordance with the terms hereof, to the extent such security interest in such Collateral can be perfected by (i) the filing of a financing statement under the Uniform Commercial Code of any jurisdiction, (ii) the filing with the United States Patent and Trademark Office or the United States Copyright Office of an Intellectual Property Security Agreement, or (iii) the possession of such Collateral, and (b) are prior to all other Liens on the CollateralCollateral in existence on the date hereof, except for Liens expressly permitted to exist on the Collateral by Section 7.02 of the Credit Agreement. Without limiting the foregoing, each the Grantor has taken all actions necessary or desirable under all Requirements of Law of the United States and of any state, territory or possession thereofdesirable, including those specified in Section 4.2 5.4 to (i) if requested by the Collateral Agent, establish the Administrative Collateral Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Related Property constituting Certificated Securities, Uncertificated Securities, Securities Accounts, Securities Entitlements or Commodity Accounts (each as defined in the New York UCC), other than any such Investment Property issued by a Foreign Subsidiary to the extent establishing “control” over such Investment Property would require actions under the Requirements of Law of a jurisdiction other than the United States or any state, territory or possession thereof, ) and (ii) if requested by the Collateral Agent, establish the Administrative Agent’s control (within the meaning of Section 9-105 of the New York UCC) over all Electronic Chattel Paper and (iii) establish the Administrative Collateral Agent’s “control” (within the meaning of Section 16 9-104 of the Uniform Electronic Transaction Act as in effect in the applicable jurisdiction “UETA”New York UCC) over all “transferable records” (as defined in UETA)Deposit Accounts.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3.3 4.03 (as such schedule may be amended or supplemented from time to time with respect to after-acquired property consistent with Section 5.09 of the Credit Agreement) (all of which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Collateral Agent in duly completed and duly executed form, as applicable, and may be filed except as otherwise permitted in any post closing or similar agreement which has been executed by the Administrative Agent at any timeCollateral Agent) and payment of all filing fees, will constitute valid fully perfected security interests in substantially all of the Collateral in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, granted by such US Grantor as collateral security for such US Grantor’s Secured 's Obligations, enforceable in accordance with the terms hereof, except for (x) the taking of any actions required in connection with After-Acquired Intellectual Property and (y) as may be required under the laws of any jurisdiction outside of the United States in order to perfect the extent Collateral Agent's Lien in the Collateral granted by such security interest in such Collateral can US Grantor which would be perfected by (i) application of the filing laws of a financing statement under jurisdictions outside the Uniform Commercial Code of any jurisdiction, (ii) the filing with the United States Patent and Trademark Office or the United States Copyright Office of an Intellectual Property Security Agreement, or (iii) the possession of such Collateral, US and (b) are prior to all other Liens on the Collateral, except for Liens expressly permitted by Section 7.02 6.02 of the Credit Agreement. Without limiting the foregoing, each US Grantor has taken taken, to the extent requested by the Collateral Agent, all actions necessary or desirable under all Requirements of Law of the United States and of any state, territory or possession thereofnecessary, including those specified in Section 4.2 5.02 to (i) establish the Administrative Collateral Agent’s “'s "control” " (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Property (excluding any payroll or similar trust accounts) constituting Certificated Securities, Uncertificated Securities, Securities Accounts, Securities Entitlements or Commodity Accounts having a value in excess of $100,000 per account or in excess of $250,000 in the aggregate for all such accounts (each as defined in the New York UCC),(ii) establish the Collateral Agent's "control" (within the meaning of Section 9-104 of the New York UCC)) over all Deposit Accounts (excluding any payroll or similar trust accounts) having a value in excess of $100,000 per account or in excess of $250,000 in the aggregate for all such accounts, other than any such Investment Property issued by a Foreign Subsidiary (iii) to the extent establishing “requested by the Collateral Agent, establish the Collateral Agent's "control” " (within the meaning of Section 9-107 of the New York UCC) over all Letter of Credit Rights having a value in excess of $100,000 per account or in excess of $250,000 in the aggregate for all such Investment Property would require actions under the Requirements of Law of a jurisdiction other than the United States or any state, territory or possession thereofaccounts, (iiiv) establish the Administrative Collateral Agent’s 's control (within the meaning of Section 9-105 of the New York UCC) over all Electronic Chattel Paper having a value in excess of $100,000 per account or in excess of $250,000 in the aggregate for all such accounts and (iiiv) establish the Administrative Collateral Agent’s “'s "control” " (within the meaning of Section 16 of the Uniform Electronic Transaction Act as in effect in the applicable jurisdiction “"UETA”") over all “"transferable records” " (as defined in UETA)) having a value in excess of $100,000 per account or in excess of $250,000 in the aggregate for all such accounts.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3.3 4.3 (all of which, in the case of all filings and other documents referred to on said ScheduleSchedule 4.3, have been (or shall be) delivered to the Administrative Collateral Agent in duly completed and duly executed form, as applicable, and may be filed by the Administrative Collateral Agent at any time) and payment of all filing fees, will constitute valid fully perfected security interests in all of the Collateral in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Secured Obligations, enforceable in accordance with the terms hereof, to the extent such security interest in such Collateral can be perfected by (i) the filing of a financing statement under the Uniform Commercial Code of any jurisdiction, (ii) the filing with the United States Patent and Trademark Office or the United States Copyright Office of an Intellectual Property Security AgreementAgreement or other filing, or (iii) the possession of such CollateralCollateral under applicable Laws of the United States and of any state (including the District of Columbia) thereof or (iv) execution and delivery by the applicable Grantor, the applicable Securities Intermediary or depositary institution, as applicable, and the Collateral Agent of an agreement granting control to the Collateral Agent over such Collateral that is a Material Account, and (b) are prior to all other Liens on the Collateral, except for Liens expressly permitted by Section 7.02 8.2 (Liens, Etc.) of the Credit Agreement. Without limiting the foregoing, within the time periods and to the extent required by the Credit Agreement (including, without limitation, Section 7.15 of the Credit Agreement) or this Agreement, each Grantor has taken taken, or shall take, all actions necessary or desirable under all Requirements of Law (x) the applicable Laws of the United States and any state (including the District of any state, territory or possession Columbia) thereof, including those specified (y) applicable Laws as required by Section 7.15 of the Credit Agreement and (z) such other applicable Laws as reasonably requested by the Administrative Agent in Section 4.2 accordance with the Credit Agreement to establish (i) establish the Administrative Collateral Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the New York UCC or any analogous provision of the UCC) over any Securities Accounts included in the Collateral and over any portion of the Investment Property constituting Certificated Securities, Uncertificated Securities (or Security Entitlements, in each as defined in the New York UCC), other than any such Investment Property issued by a Foreign Subsidiary case to the extent establishing constituting a Material Account or a “controlfinancial asset” over such Investment Property would require actions under the Requirements of Law of that is credited to a jurisdiction other than the United States or any state, territory or possession thereofMaterial Account, (ii) establish the Administrative Collateral Agent’s control “control” (within the meaning of Section 9-107 of the New York UCC or any analogous provision of the UCC) over all UCC Letter of Credit Rights, (iii) the Collateral Agent’s “control” (within the meaning of Section 9-105 of the New York UCC or any analogous provision of the UCC) over all Electronic Chattel Paper and (iiiiv) establish the Administrative Collateral Agent’s “control” (within the meaning of Section 16 of the Uniform Electronic Transaction Act (as in effect in the applicable jurisdiction jurisdiction, the “UETA”)) over all “transferable records” (as defined in UETA), (v) the Collateral Agent’s “control” (within the meaning of Section 9-104 of the New York UCC or any analogous provision of the UCC) over all Deposit Accounts included in the Collateral to the extent constituting a Material Account.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3.3 (all of which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in duly completed and duly executed form, as applicable, and may be filed by the Administrative Agent at any time) and payment of all filing fees, will constitute valid fully perfected security interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Secured Obligations, enforceable against each applicable Grantor in accordance with the terms hereofhereof (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, other then with respect to Agreed Unperfected Collateral, upon completion of the filings and other actions specified on Schedule 3 (all of which, in the case of all filings and other documents referred to on said Schedule, except as otherwise provided in Section 4.3 or 5.14 of the Credit Agreement, have been delivered to the extent such security interest Administrative Agent in such Collateral can duly completed and duly executed form, as applicable, and may be filed by the Administrative Agent at any time after the effectiveness of the Credit Agreement) and payment of all filing fees, will be perfected by (i) the filing of a financing statement under the Uniform Commercial Code of any jurisdiction, (ii) the filing with the United States Patent and Trademark Office or the United States Copyright Office of an Intellectual Property Security Agreement, or (iii) the possession of such Collateral, and (b) are prior to all other Liens on the Collateral, Collateral except for Liens expressly permitted by Section 7.02 of the Credit AgreementPermitted Liens. Without limiting the foregoing, and to the extent required by Section 5.2, each Grantor has taken all actions necessary or desirable under all Requirements of Law of the United States and of any state, territory or possession thereofnecessary, including without limitation those specified in Section 4.2 to 5.2 to: (i) establish the Administrative Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Property constituting Certificated Securities, Uncertificated Securities, Securities Accounts, Securities Entitlements or Commodity Accounts (each as defined in the New York UCC), other than any such Investment Property issued by a Foreign Subsidiary to (ii) establish the extent establishing Administrative Agent’s “control” (within the meaning of Section 9-104 of the UCC) over such Investment Property would require actions under the Requirements of Law of a jurisdiction other than the United States or any state, territory or possession thereofall Deposit Accounts (except Deposit Accounts constituting Agreed Unperfected Collateral), (iiiii) establish the Administrative Agent’s “control” (within the meaning of Section 9-107 of the UCC) over all Letter of Credit Rights, (iv) establish the Administrative Agent’s control (within the meaning of Section 9-105 of the New York UCC) over all Electronic Chattel Paper and (iiiv) establish the Administrative Agent’s “control” (within the meaning of Section 16 of the Uniform Electronic Transaction Act as in effect in the applicable jurisdiction “UETA”) over all “transferable records” (as defined in UETA).

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3.3 4.3 (all of which, in the case of all filings and other documents referred to on said ScheduleSchedule 4.3, have been (or shall be) delivered to the Administrative Collateral Agent in duly completed and duly executed form, as applicable, and may be filed by the Administrative Collateral Agent at any time) and payment of all filing fees, will constitute valid fully perfected security interests in all of the Collateral in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Secured Obligations, enforceable in accordance with the terms hereof, to the extent such security interest in such Collateral can be perfected by (i) the filing of a financing statement under the Uniform Commercial Code of any jurisdiction, (ii) the filing with the United States Patent and Trademark Office or the United States Copyright Office of an Intellectual Property Security AgreementAgreement or other filing, or (iii) the possession of such CollateralCollateral under applicable Laws of the United States and of any state (including the District of Columbia) thereof or (iv) execution and delivery by the applicable Grantor, the applicable Securities Intermediary or depositary institution, as applicable, and the Collateral Agent of an agreement granting control to the Collateral Agent over such Collateral that is a Material Account, and (b) are prior to all other Liens on the Collateral, except for Liens expressly permitted by Section 7.02 8.2 (Liens, Etc.) of the Credit Agreement. Without limiting the foregoing, within the time periods and to the extent required by the Credit Agreement (including, without limitation, Section 7.14 of the Credit Agreement) or this Agreement, each Grantor has taken taken, or shall take, all actions necessary or desirable under all Requirements of Law (x) the applicable Laws of the United States and any state (including the District of any state, territory or possession Columbia) thereof, including those specified (y) applicable Laws as required by Section 7.14 of the Credit Agreement and (z) such other applicable Laws as reasonably requested by the Administrative Agent in Section 4.2 accordance with the Credit Agreement to establish (i) establish the Administrative Collateral Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the New York UCC or any analogous provision of the UCC) over any Securities Accounts included in the Collateral and over any portion of the Investment Property constituting Certificated Securities, Uncertificated Securities (or Security Entitlements, in each as defined in the New York UCC), other than any such Investment Property issued by a Foreign Subsidiary case to the extent establishing constituting a Material Account or a “controlfinancial asset” over such Investment Property would require actions under the Requirements of Law of that is credited to a jurisdiction other than the United States or any state, territory or possession thereofMaterial Account, (ii) establish the Administrative Collateral Agent’s control “control” (within the meaning of Section 9-107 of the New York UCC or any analogous provision of the UCC) over all UCC Letter of Credit Rights, (iii) the Collateral Agent’s “control” (within the meaning of Section 9-105 of the New York UCC or any analogous provision of the UCC) over all Electronic Chattel Paper and (iiiiv) establish the Administrative Collateral Agent’s “control” (within the meaning of Section 16 of the Uniform Electronic Transaction Act (as in effect in the applicable jurisdiction jurisdiction, the “UETA”)) over all “transferable records” (as defined in UETA), (v) the Collateral Agent’s “control” (within the meaning of Section 9-104 of the New York UCC or any analogous provision of the UCC) over all Deposit Accounts included in the Collateral to the extent constituting a Material Account.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3.3 4.3 (all of which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Collateral Agent in duly completed and duly executed form, as applicable, and may be filed by the Administrative Collateral Agent at any time) and payment of all filing fees, will constitute valid fully perfected security interests in all of the Collateral in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Secured Obligations, enforceable in accordance with the terms hereof, to the extent such security interest in such Collateral can be perfected by (i) the filing of a financing statement under the Uniform Commercial Code of any jurisdiction, (ii) the filing with the United States Patent and Trademark Office or the United States Copyright Office of an Intellectual Property Security Agreement, or (iii) the possession of such CollateralCollateral under the laws, rules and regulations of the United States and of any state (including the District of Columbia), territory or possession thereof, and (b) are prior to all other Liens on the Collateral, except for Liens expressly permitted by Section 7.02 8.2 of the Credit Agreement. Without limiting the foregoing, each Grantor has taken all actions necessary or desirable under all Requirements of Law the laws, rules and regulations of the United States and of any statestate (including the District of Columbia), territory or possession thereof, including those specified in Section 4.2 5.2 to (i) establish the Administrative Collateral Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Property constituting Certificated Securities, Securities and Uncertificated Securities (each as defined in the New York UCC), other than any such Investment Property issued by a Foreign Subsidiary to the extent establishing “control” over such Investment Property would require actions under the Requirements of Law of a jurisdiction other than the United States or any state, territory or possession thereof, (ii) establish the Administrative Collateral Agent’s control “control” (within the meaning of Section 9-107 of the New York UCC) over all UCC Letter of Credit Rights, (iii) establish the Collateral Agent’s “control” (within the meaning of Section 9-105 of the New York UCC) over all Electronic Chattel Paper and (iiiiv) establish the Administrative Collateral Agent’s “control” (within the meaning of Section 16 of the Uniform Electronic Transaction Act as in effect in the applicable jurisdiction “UETA”) over all “transferable records” (as defined in UETA).

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3.3 3.02 (as such schedule may be amended or supplemented from time to time with respect to after-acquired property consistent with Section 7.12 of the Credit Agreement) (all of which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Collateral Agent in duly completed and duly executed form, as applicable, except as permitted by Sections 5.01(b), 7.12, 7.15 and may be filed by 7.17 of the Administrative Agent at any timeCredit Agreement) and payment of all filing fees, will constitute valid fully perfected security interests in all of the Collateral in which a security interest may be perfected by way of such filings or any other actions specified thereon in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Secured Obligations, Obligations enforceable in accordance with the terms hereof, to the extent such security interest in such Collateral can except as may be perfected by (i) the filing of a financing statement required under the Uniform Commercial Code laws of any jurisdiction, (ii) the filing with jurisdiction outside of the United States Patent and Trademark Office or Canada (or with respect to Holdings, the United States Copyright Office of an Intellectual Property Security Agreement, or (iiiBritish Virgin Islands) in order to perfect the possession Collateral Agent’s Lien on the Collateral created under the laws of such Collateral, jurisdiction and (b) are prior to all other Liens on the Collateral, except for Permitted Liens and other Liens expressly permitted to be senior to the security interests granted pursuant to this Agreement by Section 7.02 8.01 of the Credit Agreement. Notwithstanding anything to the contrary herein, no Grantor shall be required to take any action under the laws of any jurisdiction other than the United States, Canada (or with respect to Holdings, the British Virgin Islands) (or any political subdivision of any of the foregoing) and their respective territories and possessions for the purpose of perfecting a security interest in any Collateral, unless an Event of Default has occurred and is continuing, in which case such Grantor agrees, upon the request of the Collateral Agent, to execute and deliver any and all instruments and documents and take such other actions that are necessary or appropriate to perfect, record or evidence the security interest granted herein to the Collateral Agent, for the ratable benefit of the Secured Parties, in any jurisdiction. Without limiting the foregoingforegoing but subject to any limitations on such requirement expressly provided herein or Section 7.15 of the Credit Agreement, each Grantor has taken all actions necessary or desirable under all Requirements of Law of the United States and of any state, territory or possession thereofdesirable, including those specified in Section 4.2 4.02 to (i) establish the Administrative Collateral Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Property constituting Certificated Securities and Uncertificated Securities, Uncertificated Securities (each as defined in the New York UCC), other than any such Investment Property issued by a Foreign Subsidiary to the extent establishing “control” over such Investment Property would require actions under the Requirements of Law of a jurisdiction other than the United States or any state, territory or possession thereof, (ii) establish the Administrative Collateral Agent’s “control” (within the meaning of Section 9-107 of the New York UCC) over all Letter of Credit Rights, (iii) establish the Collateral Agent’s control (within the meaning of Section 9-105 of the New York UCC) over all Electronic Chattel Paper and (iiiiv) establish the Administrative Collateral Agent’s “control” (within the meaning of Section 16 of the Uniform Electronic Transaction Act as in effect in the applicable jurisdiction “UETA”) over all “transferable records” (as defined in UETA).

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3.3 4.3 (all of which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Collateral Agent in duly completed and duly executed form, as applicable, and may be filed by the Administrative Collateral Agent at any time) and payment of all filing fees, will constitute valid fully perfected security interests in all of the Collateral in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Secured Obligations, enforceable in accordance with the terms hereof, to the extent such security interest in such Collateral can be perfected by (i) the filing of a financing statement under the Uniform Commercial Code of any jurisdiction, (ii) the filing with the United States Patent and Trademark Office or the United States Copyright Office of an Intellectual Property Security Agreement, or (iii) the possession of such Collateral, and (b) are prior to all other Liens on the Collateral, except for Liens expressly permitted by Section 7.02 8.2 of the Credit Agreement. Without limiting the foregoing, each Grantor has taken all actions necessary or desirable under all Requirements of Law of the United States and of any state, territory or possession thereofdesirable, including those specified in Section 4.2 5.2 to (i) establish the Administrative Collateral Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Property constituting Certificated Securities, Uncertificated Securities (each as defined in the New York UCC), other than any such Investment Property issued by a Foreign Subsidiary to the extent establishing “control” over such Investment Property would require actions under the Requirements of Law of a jurisdiction other than the United States or any state, territory or possession thereofSubsidiary, (ii) establish the Administrative Collateral Agent’s “control” (within the meaning of Section 9-107 of the New York UCC) over all UCC Letter of Credit Rights, (iii) establish the Collateral Agent’s control (within the meaning of Section 9-105 of the New York UCC) over all Electronic Chattel Paper and (iiiiv) establish the Administrative Collateral Agent’s “control” (within the meaning of Section 16 of the Uniform Electronic Transaction Act as in effect in the applicable jurisdiction “UETA”) over all “transferable records” (as defined in UETA).

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) constitute valid security interests in all of the Collateral 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 terms hereof and, other then with respect to Agreed Unperfected Collateral, upon completion of the filings and other actions specified on Schedule 3.3 3 (all of which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in duly completed and duly executed form, as applicable, and may be filed by the Administrative Agent at any time) and payment of all filing fees, will constitute valid fully perfected security interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Secured Obligations, enforceable in accordance with the terms hereof, to the extent such security interest in such Collateral can be perfected by (i) the filing of a financing statement under the Uniform Commercial Code of any jurisdiction, (ii) the filing with the United States Patent and Trademark Office or the United States Copyright Office of an Intellectual Property Security Agreement, or (iii) the possession of such Collateral, and (b) are prior to all other Liens on the Collateral, Collateral except for Liens expressly permitted by Section 7.02 of the Credit AgreementPermitted Liens. Without limiting the foregoing, each Grantor has taken all actions necessary or desirable under all Requirements of Law of the United States and of any state, territory or possession thereofnecessary, including without limitation those specified in Section 4.2 to 5.2 to: (i) establish the Administrative Agent’s “'s "control” " (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Property constituting Certificated Securities, Uncertificated Securities, Securities Accounts, Securities Entitlements or Commodity Accounts (each as defined in the New York UCC), other than any such Investment Property issued by a Foreign Subsidiary to the extent establishing “control” over such Investment Property would require actions under the Requirements of Law of a jurisdiction other than the United States or any state, territory or possession thereof, (ii) establish the Administrative Agent’s 's "control" (within the meaning of Section 9-104 of the UCC) over all Deposit Accounts (except Deposit Accounts constituting Agreed Unperfected Collateral), (iii) establish the Administrative Agent's "control" (within the meaning of Section 9-107 of the UCC) over all Letter of Credit Rights, (iv) establish the Administrative Agent's control (within the meaning of Section 9-105 of the New York UCC) over all Electronic Chattel Paper and (iiiv) establish the Administrative Agent’s “'s "control” " (within the meaning of Section 16 of the Uniform Electronic Transaction Act as in effect in the applicable jurisdiction “"UETA”") over all “"transferable records” " (as defined in UETA).

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon Upon completion of the filings and other actions specified on Schedule 3.3 4 (all of which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in duly completed and and, where required, duly executed form, as applicable, and may be filed by the Administrative Agent at any time) and the payment of all filing applicable fees, the security interests granted in Section 3 will constitute valid fully perfected security interests in all of the Collateral which can be perfected by filing (except Intellectual Property which is not United States Intellectual Property) in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Secured Obligations, enforceable in accordance with the terms hereof, hereof against all creditors of such Grantor and any Persons purporting to the extent such security interest in purchase any such Collateral can from such Grantor and is and will be perfected by (i) the filing of a financing statement under the Uniform Commercial Code of any jurisdiction, (ii) the filing with the United States Patent and Trademark Office or the United States Copyright Office of an Intellectual Property Security Agreement, or (iii) the possession of such Collateral, and (b) are prior to all other Liens on the Collateral, such Collateral except for Liens expressly permitted by Section 7.02 of the Credit Agreement. Without limiting the foregoing, each Grantor has taken all actions necessary or desirable under to (or, in the case of Deposit Accounts only, will have taken all Requirements of Law of such actions on or prior to the United States and of any state, territory or possession thereof, including those specified in Section 4.2 to tenth Business Day following the Closing Date): (i) establish the Administrative Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Property constituting Certificated Securities, Uncertificated Securities, Securities (Accounts, Securities Entitlements or Commodity Accounts each as defined listed on Schedule 6, (ii) establish the Administrative Agent’s “control” (within the meaning of Section 9-104 of the UCC) over Deposit Accounts listed on Schedule 6 (in the New York UCCcase of each of clauses (i) and (ii), other than any such Investment Property issued by a Foreign Subsidiary except to the extent establishing the Administrative Agent’s consent has been otherwise granted), (iii) establish the Administrative Agent’s “control” (within the meaning of Section 9-107 of the UCC) over such Investment Property would require actions under the Requirements all Letter of Law of a jurisdiction other than the United States or any state, territory or possession thereofCredit Rights, (iiiv) establish the Administrative Agent’s control (within the meaning of Section 9-105 of the New York UCC) over all Electronic Chattel Paper and (iiiv) establish the Administrative Agent’s “control” (within the meaning of Section 16 of the Uniform Electronic Transaction Act as in effect in the applicable jurisdiction “UETA”) over all “transferable records” (as defined in UETA). (b) No authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body is required for either (i) the pledge or grant by any Grantor of the security interests purported to be granted to the Administrative Agent herein or (ii) the exercise or enforcement by Administrative Agent of any rights or remedies in respect of any Collateral granted or set forth or referred to herein or provided for by applicable law, except (A) filings and actions specified on Schedule 4 and (B) as may be required, in connection with the disposition of any Investment Property, by laws generally affecting the offering and sale of securities. (c) Except for any consents that have been obtained and remain in full force and effect or consents the absence of which could not reasonably be expected to have a Material Adverse Effect, no consent of any Person (including any party to any Contractual Obligation or the holder of any claim against, or interest in, any Group Member) is necessary in connection with the creation, perfection or first priority status of the security interest granted hereby in any Capital Stock or Investment Property or any other Collateral or the exercise by the Administrative Agent of the voting or other rights provided for in this Agreement or the exercise or enforcement by Administrative Agent of any rights or remedies in respect of any Collateral. (d) Each Grantor consents to the grant by each other Grantor of the security interests granted hereby and the transfer of any Capital Stock or Investment Property to the Administrative Agent or its designee following an Event of Default and to the substitution of the Administrative Agent or its designee or the purchaser upon any foreclosure sale as the holder and beneficial owner of the interest represented thereby.

Perfected First Priority Liens. (a) The security interests granted pursuant to this Agreement (ai) upon completion constitute valid and, subject only to (x) with respect to any Collateral that solely can be perfected by filing, to the extent Article 9 of the filings and other actions specified UCC applies thereto, the filing of financing statements in the filing offices identified on Schedule 3.3 2 hereto and (all of whichy) with respect to any Collateral that can be perfected by possession, in the case of all filings and other documents referred to on said ScheduleCollateral Agent receiving possession thereto, have been delivered to the Administrative Agent in duly completed and duly executed form, as applicable, and may be filed by the Administrative Agent at any time) and payment of all filing fees, will constitute valid fully perfected security interests in all of the Collateral Collateral, in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s the Secured Obligations, enforceable in accordance with the terms hereof, to the extent hereof against all creditors of such security interest in such Collateral can be perfected by (i) the filing of a financing statement under the Uniform Commercial Code of any jurisdictionGrantor, (ii) are subject to no other Liens on the filing with the United States Patent and Trademark Office or the United States Copyright Office of an Intellectual Property Security AgreementCollateral, or (iii) the possession of such Collateralexcept for Permitted Liens, and (biii) are prior to all other Liens on the Collateral, except for (x) the Permitted Liens expressly permitted by Section 7.02 described in clauses (3), (11) and (12) of the Credit Agreementdefinition of “Permitted Liens” set forth in the Indenture, with respect to the Collateral described in clause (i)(x) above and (y) for the Permitted Liens described in clauses (3), (11) and (12) (and, to the extent required by law, clauses (8) and (9)) of the definition of “Permitted Liens” set forth in the Indenture, with respect to the Collateral described in clause (i)(y) above. Without limiting the foregoing, each Grantor has taken all actions necessary or desirable under all Requirements of Law of the United States and of any statenecessary, territory or possession thereofincluding, including without limitation, those specified in Section 4.2 4.1 (but subject in all cases to Section 2.3), to: (iA) establish the Administrative Collateral Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Property constituting Certificated Securities, Uncertificated Securities, Securities Accounts, Securities Entitlements or Commodity Accounts (each as defined in the New York UCC), other than any such Investment Property issued by a Foreign Subsidiary to the extent establishing “control” over such Investment Property would require actions under the Requirements of Law of a jurisdiction other than the United States or any state, territory or possession thereof, ) and (iiB) establish the Administrative Agent’s control (within the meaning of Section 9-105 of the New York UCC) over all Electronic Chattel Paper and (iii) establish the Administrative Collateral Agent’s “control” (within the meaning of Section 16 9-104 of the Uniform Electronic Transaction Act as in effect in the applicable jurisdiction “UETA”UCC) over all “transferable records” Deposit Accounts. (b) No authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body (except those which have been made or obtained) is required for either (i) the pledge or grant by any Grantor of the security interests purported to be created in favor of the Collateral Agent hereunder or (ii) the exercise by the Collateral Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) filings and actions specified on Schedule 2 and (B) as defined may be required, in UETA)connection with the disposition of any Investment Property, by laws generally affecting the offering and sale of securities. (c) All obligations, indebtedness and liabilities of each Grantor to Banc One pursuant to the Banc One Purchase Agreements have been terminated and satisfied in full, and the Banc One Purchase Agreements are of no further force and effect.

Perfected First Priority Liens. (a) The security interests granted pursuant to this Agreement (ai) upon completion of the filings and other actions specified on Schedule 3.3 3 (all of which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in duly completed and duly executed form, as applicable, and may be filed by the Administrative Agent at any time) and payment of all filing fees, except to the extent constituting a Permitted Perfection Exception, will constitute valid fully perfected security interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Secured 's Obligations, enforceable in accordance with the terms hereof, to the extent such security interest in such Collateral can be perfected by (i) the filing of a financing statement under the Uniform Commercial Code of any jurisdiction, hereof and (ii) the filing with the United States Patent and Trademark Office or the United States Copyright Office of an Intellectual Property Security Agreement, or (iii) the possession of such Collateral, and (b) are prior to all other Liens on the Collateral, Collateral except for Liens expressly permitted by Section 7.02 of the Credit AgreementPermitted Liens. Without limiting the foregoing, each Grantor has taken all actions necessary or desirable under all Requirements of Law of the United States and of any state, territory or possession thereofdesirable, including without limitation those specified in Section 4.2 to 5.2 to: (i) establish the Administrative Agent’s “'s "control” " (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Property constituting Certificated Securities, Uncertificated Securities, Securities Accounts, Securities Entitlements or Commodity Accounts (each as defined in the New York UCC), other than any such Investment Property issued by a Foreign Subsidiary to the extent establishing “control” over such Investment Property would require actions under the Requirements of Law of a jurisdiction other than the United States or any state, territory or possession thereof, (ii) establish the Administrative Agent’s 's "control" (within the meaning of Section 9-104 of the UCC) over all Deposit Accounts, (iii) establish the Administrative Agent's "control" (within the meaning of Section 9-107 of the UCC) over all Letter of Credit Rights, (iv) establish the Administrative Agent's control (within the meaning of Section 9-105 of the New York UCC) over all Electronic Chattel Paper and (iiiv) establish the Administrative Agent’s “'s "control” " (within the meaning of Section 16 of the Uniform Electronic Transaction Act as in effect in the applicable jurisdiction “"UETA”") over all “"transferable records” " (as defined in UETA).

Perfected First Priority Liens. This Agreement creates a valid security interest in the Collateral in favor of the Administrative Agent for the benefit of the Secured Parties. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3.3 (all of which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in duly completed and duly executed form, as applicable, and may be filed by the Administrative Agent at any time) and payment of all filing fees, will constitute valid fully perfected security interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for such Domestic Grantor’s Secured Obligations, enforceable in accordance with the terms hereof, to the extent such security interest in such Collateral can be perfected by (i) the filing of a financing statement under the Uniform Commercial Code of any jurisdictionCode, (ii) the filing with the United States Patent and Trademark Office or the United States Copyright Office of an Intellectual Property Security Agreement, or (iii) the possession of such Collateral, and (b) are prior to all other Liens on the Collateral, except for Liens expressly permitted by Section 7.02 of the Credit Agreement. Without limiting the foregoing, each Domestic Grantor has taken all actions necessary or desirable under all Requirements of Law of the United States and of any state, territory or possession thereof, including those specified in Section 4.2 to (i) establish the Administrative Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Property constituting Certificated Securities, Uncertificated Securities (each as defined in the New York UCC), other than any such Investment Property issued by a Foreign Subsidiary to the extent establishing “control” over such Investment Property would require actions under the Requirements of Law of a jurisdiction other than the United States or any state, territory or possession thereof or Canada or any province or territory thereof, (ii) establish the Administrative Agent’s control “control” (within the meaning of Section 9-105 of the New York UCC) over all Electronic Chattel Paper and (iii) establish the Administrative Agent’s “control” (within the meaning of Section 16 of the Uniform Electronic Transaction Act as in effect in the applicable jurisdiction “UETA”) over all “transferable records” (as defined in UETA).

Perfected First Priority Liens. (a) The security interests granted pursuant to this Agreement (ai) upon completion of the filings and other actions specified on Schedule 3.3 3 (all of which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in duly completed and duly executed form, as applicable, form and may be filed by the Administrative Agent at any time) and payment of all filing fees, will constitute valid fully perfected security interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Secured the Obligations, enforceable in accordance with the terms hereof, hereof against all creditors of such Grantor and any Persons purporting to the extent purchase any Collateral from such security interest in such Collateral can be perfected by (i) the filing of a financing statement under the Uniform Commercial Code of any jurisdiction, Grantor and (ii) the filing with the United States Patent and Trademark Office or the United States Copyright Office of an Intellectual Property Security Agreement, or (iii) the possession of such Collateral, and (b) are prior to all other Liens on the Collateral, Collateral except for (A) unrecorded Liens expressly permitted by Section 7.02 the Note Purchase Agreement which have priority over the Liens on the Collateral by operation of the Credit Agreement. law and (B) Liens described on Schedule 10. (b) Without limiting the foregoingparagraph (a) of this Section, each Grantor has taken all actions necessary or desirable under all Requirements of Law of the United States and of any state, territory or possession thereofdesirable, including without limitation those specified in Section 4.2 to 5.01 to: (i) establish the Administrative Agent’s “"control” " (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Property of such Grantor constituting Certificated Securitiescertificated securities, Uncertificated Securities (each as defined in the New York UCC)uncertificated securities, other than any such Investment Property issued by a Foreign Subsidiary to the extent establishing “control” over such Investment Property would require actions under the Requirements of Law of a jurisdiction other than the United States securities accounts, security entitlements, or any state, territory commodity accounts or possession thereofcommodity contracts, (ii) establish the Administrative Agent’s control "control" (within the meaning of Section 9-104 of the UCC) over all deposit accounts of such Grantor, (iii) establish the Administrative Agent’s "control" (within the meaning of Section 9107 of the UCC) over all letter-of-credit rights of such Grantor, (iv) establish the Administrative Agent’s "control" (within the meaning of Section 9-105 of the New York UCC) over all Electronic Chattel Paper electronic chattel paper of such Grantor and (iiiv) establish the Administrative Agent’s “"control” (" within the meaning of Section 16 of the Uniform Electronic Transaction Act as in effect in the applicable jurisdiction “UETA”) UETA over all “"transferable records” " (as defined in UETA)) of such Grantor. (c) All tangible chattel paper, instruments and negotiable documents of each Grantor have been delivered to the Administrative Agent.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (ai) upon completion of the filings and other actions specified on Schedule 3.3 3 (all of which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in duly completed and duly executed form, as applicable, and may be filed by the Administrative Agent at any time) and payment of all filing fees, will constitute valid fully perfected security interests (except as expressly provided herein) in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Secured Obligations, enforceable in accordance with the terms hereof, to the extent such security interest in such Collateral can be perfected by (i) the filing of a financing statement under the Uniform Commercial Code of any jurisdiction, (ii) the filing with the United States Patent and Trademark Office or the United States Copyright Office of an Intellectual Property Security Agreement, or (iii) the possession of such Collateral, and (bii) are prior to all other Liens on the Collateral, Collateral except for Liens expressly permitted by Section 7.02 of the Credit AgreementPermitted Liens. Without limiting the foregoing, subject to the limitations contained herein, each Grantor has taken all actions necessary or desirable under all Requirements of Law of the United States and of any state, territory or possession thereofdesirable, including without limitation those specified in Section 4.2 to 5.2 to: (i) establish the Administrative Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Property constituting Certificated Securities, Uncertificated Securities, Securities Accounts, Securities Entitlements or Commodity Accounts (each as defined in the New York UCC), other than any such Investment Property issued by a Foreign Subsidiary to (ii) establish the extent establishing Administrative Agent’s “control” (within the meaning of Section 9-104 of the UCC) over such Investment Property would require actions under the Requirements of Law of a jurisdiction other than the United States or any state, territory or possession thereofall Deposit Accounts, (iiiii) establish the Administrative Agent’s “control” (within the meaning of Section 9-107 of the UCC) over all Letter of Credit Rights, (iv) establish the Administrative Agent’s control (within the meaning of Section 9-105 of the New York UCC) over all Electronic Chattel Paper and (iiiv) establish the Administrative Agent’s “control” (within the meaning of Section 16 of the Uniform Electronic Transaction Act as in effect in the applicable jurisdiction (“UETA”)) over all “transferable records” (as defined in UETA).

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3.3 4.3 (all of which, in the case of all filings and other documents referred to on said ScheduleSchedule 4.3, have been delivered to the Administrative Collateral Agent in duly completed and duly executed form, as applicable, and may be filed by the Administrative Collateral Agent at any time) and payment of all filing fees, will constitute valid fully perfected security interests in all of the Collateral in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Secured Obligations, enforceable in accordance with the terms hereof, to the extent such security interest in such Collateral can be perfected by (i) the filing of a financing statement under the Uniform Commercial Code of any jurisdiction, (ii) the filing with the United States Patent and Trademark Office or the United States Copyright Office of an Intellectual Property Security Agreement, Agreement or other filing or (iii) the possession of such CollateralCollateral under the laws, rules and regulations of the United States and of any state (including the District of Columbia), territory or possession thereof, and (b) are prior to all other Liens on the Collateral, except for Liens expressly permitted by Section 7.02 8.2 (Liens, Etc.) of the Credit Agreement. Without limiting the foregoing, each Grantor has taken all actions necessary or desirable under all Requirements of Law the laws, rules and regulations of the United States and of any statestate (including the District of Columbia), territory or possession thereof, including those specified in Section 4.2 5.2 to (i) establish the Administrative Collateral Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the New York UCC or any analogous provision of the UCC) over any portion of the Investment Property constituting Certificated Securities, Securities and Uncertificated Securities (each as defined in the New York UCC), other than any such Investment Property issued by a Foreign Subsidiary to the extent establishing “control” over such Investment Property would require actions under the Requirements of Law of a jurisdiction other than the United States or any state, territory or possession thereof, (ii) establish the Administrative Collateral Agent’s control “control” (within the meaning of Section 9-107 of the New York UCC or any analogous provision of the UCC) over all UCC Letter of Credit Rights, (iii) establish the Collateral Agent’s “control” (within the meaning of Section 9-105 of the New York UCC or any analogous provision of the UCC) over all Electronic Chattel Paper and (iiiiv) establish the Administrative Collateral Agent’s “control” (within the meaning of Section 16 of the Uniform Electronic Transaction Act (as in effect in the applicable jurisdiction jurisdiction, the “UETA”)) over all “transferable records” (as defined in UETA).

Perfected First Priority Liens. (a) The security interests granted pursuant to this Agreement (ai) upon completion constitute valid and, subject only to the filing of the filings and other actions specified financing statements listed on Schedule 3.3 (all of which3 hereto, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in duly completed and duly executed form, as applicable, and may be filed by the Administrative Agent at any time) and payment of all filing fees, will constitute valid fully perfected security interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Secured 's Obligations, enforceable in accordance with the terms hereof, to the extent hereof against all creditors of such security interest in such Collateral can be perfected by (i) the filing of a financing statement under the Uniform Commercial Code of any jurisdictionGrantor, (ii) are subject to no other Liens on the filing with the United States Patent Collateral except for Permitted Liens and Trademark Office or the United States Copyright Office of an Intellectual Property Security Agreement, or (iii) the possession of such Collateral, and (b) are prior to all other Liens on the Collateral, Collateral except for Liens expressly permitted by Section 7.02 of the Credit AgreementSenior Permitted Liens. Without limiting the foregoing, each Grantor has taken all actions necessary or desirable under all Requirements of Law of the United States and of any statenecessary, territory or possession thereofincluding, including without limitation, those specified in Section 4.2 to 5.2 to: (i) establish the Administrative Agent’s “'s "control” " (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Property constituting Certificated Securities, Uncertificated Securities, Securities Accounts, Securities Entitlements or Commodity Accounts (each as defined in the New York UCC), other than any such Investment Property issued by a Foreign Subsidiary to the extent establishing “control” over such Investment Property would require actions under the Requirements of Law of a jurisdiction other than the United States or any state, territory or possession thereof, (ii) establish the Administrative Agent’s control 's "control" (within the meaning of Section 9-105 104 of the New York UCC) over all Electronic Chattel Paper Deposit Accounts, and (iii) establish the Administrative Agent’s “'s "control” " (within the meaning of Section 16 9-107 of the Uniform Electronic Transaction Act as in effect in the applicable jurisdiction “UETA”New York UCC) over all “transferable records” Letter of Credit Rights. (b) No authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body (except those which have been made or obtained) is required for either (i) the pledge or grant by any Grantor of the security interests purported to be created in favor of the Administrative Agent hereunder or (ii) the exercise by the Administrative Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created hereunder or created or provided for by applicable law), except (A) for filings and actions specified on Schedule 3 and (B) as defined may be required, in UETA).connection with the disposition of any Investment Property, by laws generally affecting the offering and sale of securities;

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3.3 3.02 (as such schedule may be amended or supplemented from time to time with respect to after-acquired property consistent with Section 7.12 of the Credit Agreement) (all of which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Collateral Agent in duly completed and duly executed form, as applicable, and may be filed except as permitted by Section 7.17 of the Administrative Agent at any timeCredit Agreement) and payment of all filing fees, will constitute valid fully perfected security interests in all of the Collateral in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Secured Obligations, Obligations enforceable in accordance with the terms hereof, to except for the extent such security interest taking of any actions required in such Collateral can connection with After-Acquired Intellectual Property or as may be perfected by (i) the filing of a financing statement required under the Uniform Commercial Code laws of any jurisdiction, (ii) the filing with jurisdiction outside of the United States Patent and Trademark Office or in order to perfect the United States Copyright Office of an Intellectual Property Security Agreement, or (iii) Collateral Agent’s Lien in the possession Collateral created under the laws of such Collateral, jurisdiction and (b) are prior to all other Liens on the Collateral, except for Permitted Liens and other Liens expressly permitted by Section 7.02 8.01 of the Credit Agreement. Without limiting the foregoingforegoing but subject to any limitations on such requirement expressly provided herein, except as permitted by Section 7.17 of the Credit Agreement, each Grantor has taken all actions necessary or desirable under all Requirements of Law of the United States and of any state, territory or possession thereofdesirable, including those specified in Section 4.2 4.02 to (i) establish the Administrative Collateral Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Property constituting Certificated Securities, Uncertificated Securities, Securities (each as defined in the New York UCC)Accounts, other than any such Investment Property issued by a Foreign Subsidiary to the extent establishing “control” over such Investment Property would require actions under the Requirements of Law of a jurisdiction other than the United States Securities Entitlements or any state, territory or possession thereofCommodity Accounts, (ii) establish the Administrative Collateral Agent’s “control” (within the meaning of Section 9-104 of the New York UCC) over all Deposit Accounts, (iii) establish the Collateral Agent’s “control” (within the meaning of Section 9-107 of the New York UCC) over all Letter of Credit Rights, (iv) establish the Collateral Agent’s control (within the meaning of Section 9-105 of the New York UCC) over all Electronic Chattel Paper and (iiiv) establish the Administrative Collateral Agent’s “control” (within the meaning of Section 16 of the Uniform Electronic Transaction Act as in effect in the applicable jurisdiction “UETA”) over all “transferable records” (as defined in UETA).

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3.3 4.3 (all of which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent Collateral Agent, or an agent or representative on its behalf, in duly completed and duly executed formform (which shall include the name of the record owner of all real estate if other than such Grantor and real estate descriptions sufficient to enable the Collateral Agent to record financing statements in the real property records, in such jurisdictions identified on Schedule 4.3, sufficient to perfect a security interest in all As-Extracted Collateral arising from any Grantor's mining activities), as applicable, and may be filed by the Administrative Collateral Agent at any time) and payment of all filing fees, will constitute valid fully perfected security interests in all of the Collateral in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Secured 's Obligations, enforceable in accordance with the terms hereof, to the extent such security interest in such Collateral can be perfected by (i) the filing of a financing statement under the Uniform Commercial Code of any jurisdiction, (ii) the filing with the United States Patent and Trademark Office or the United States Copyright Office of an Intellectual Property Security Agreement, or (iii) the possession of such Collateral, hereof and (b) are prior to all other Liens on the Collateral, except for Liens expressly permitted by Section 7.02 6.02 of the Credit Agreement. Without limiting the foregoing, (a) each Grantor has taken all actions necessary or desirable under all Requirements of Law of the United States and of any state, territory or possession thereofdesirable, including those specified in Section 4.2 5.2 to (i) establish the Administrative Collateral Agent’s “'s "control” " (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Property constituting Certificated Securities, Uncertificated Securities (each as defined in the New York UCC), other than any such Investment Property issued by a Foreign Subsidiary to the extent establishing “control” over such Investment Property would require actions under the Requirements of Law of a jurisdiction other than the United States or any state, territory or possession thereof, (ii) establish the Administrative Collateral Agent’s 's "control" (within the meaning of Section 9-107 of the New York UCC) over all Letter of Credit Rights, (iii) establish the Collateral Agent's control (within the meaning of Section 9-105 of the New York UCC) over all Electronic Chattel Paper and (iiiiv) establish the Administrative Collateral Agent’s “'s "control” " (within the meaning of Section 16 of the Uniform Electronic Transaction Act as in effect in the applicable jurisdiction “"UETA”") over all “"transferable records” " (as defined in UETA)) and (b) each Grantor will use reasonable best efforts to take all actions necessary or desirable, including those specified in Section 5.2, as promptly as is reasonably practicable to (i) establish the Collateral Agent's "control" (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Property constituting Uncertificated Securities, Securities Accounts, Securities Entitlements or Commodity Accounts (each as defined in the New York UCC) which in each case have a value in excess of $500,000 and (ii) establish the Collateral Agent's "control" (within the meaning of Section 9-104 of the New York UCC) over all Deposit Accounts which in each case have a value in excess of $500,000.

Perfected First Priority Liens. (a) The security interests granted pursuant to this Agreement (ai) upon completion of the filings and other actions specified on Schedule 3.3 3 (all of which, in the case of all filings and other documents referred to on said such Schedule, have been delivered to the Administrative Agent in duly completed and duly executed form, as applicable, and may be filed by the Administrative Agent at any time) and payment of all filing fees, will constitute valid fully perfected security interests in all of the Specified Collateral (other than Collateral consisting of Deposit Accounts, Commercial Tort Claims and the Proceeds thereof, leasehold interests in real property and immaterial foreign Copyrights, immaterial foreign Trademarks and immaterial foreign Patents, except to the extent such immaterial foreign Copyrights, immaterial foreign Trademarks and immaterial foreign Patents can be perfected by UCC filings) in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Secured 's Obligations, enforceable in accordance with the terms hereof, to the extent such security interest in such Collateral can be perfected by (i) the filing of a financing statement under the Uniform Commercial Code of any jurisdiction, hereof and (ii) the filing with the United States Patent and Trademark Office or the United States Copyright Office of an Intellectual Property Security Agreement, or (iii) the possession of such Collateral, and (b) are prior to all other Liens on the Collateral, Collateral except for Liens expressly permitted by Section 7.02 of the Credit AgreementPermitted Liens. Without limiting the foregoing, each Grantor has taken all actions necessary or desirable under all Requirements of Law of the United States and of any state, territory or possession thereofdesirable, including without limitation those specified in Section 4.2 to 5.2 to: (i) establish the Administrative Agent’s “'s "control” " (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Property constituting Certificated Securities, Securities and Uncertificated Securities (each as defined in the New York UCC), other than any such Investment Property issued by a Foreign Subsidiary to the extent establishing “control” over such Investment Property would require actions under the Requirements of Law of a jurisdiction other than the United States or any state, territory or possession thereof, (ii) establish the Administrative Agent’s 's "control" (within the meaning of Section 9-107 of the UCC) over all Letter of Credit Rights, (iii) establish the Administrative Agent's control (within the meaning of Section 9-105 of the New York UCC) over all Electronic Chattel Paper and (iiiv) establish the Administrative Agent’s “'s "control” (" within the meaning of Section 16 of the Uniform Electronic Transaction Act as in effect in the applicable jurisdiction “(the "UETA”") over all “"transferable records” " (as defined in UETA).

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (ai) upon completion of the filings and other actions specified on Schedule 3.3 3 (all of which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in duly completed and duly executed form, as applicableapplicable (except, with respect to Vehicles and Deposit Accounts, to the extent required to be so delivered pursuant to the terms of the Loan Documents), and may be filed by the Administrative Agent at any time) and payment of all filing fees, will constitute valid fully perfected security interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Secured Obligations, enforceable in accordance with the terms hereof, to the extent such security interest in such Collateral can be perfected by (i) the filing of a financing statement under the Uniform Commercial Code of any jurisdiction, hereof and (ii) the filing with the United States Patent and Trademark Office or the United States Copyright Office of an Intellectual Property Security Agreement, or (iii) the possession of such Collateral, and (b) are prior to all other Liens on the Collateral, Collateral except for Liens expressly permitted by Section 7.02 of the Credit AgreementPermitted Liens. Without limiting the foregoing, each Grantor has taken all actions necessary or desirable under all Requirements of Law of the United States and of any state, territory or possession thereofdesirable, including without limitation those specified in Section 4.2 to 5.2 to: (i) establish the Administrative Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Property constituting Certificated Securities, Uncertificated Securities, Securities Entitlements, Commodity Accounts or Securities Accounts (each as defined in the New York UCC), other than any such Investment Property issued by a Foreign Subsidiary to the extent establishing “control” over such Investment Property would require actions under the Requirements of Law of a jurisdiction other than the United States or any state, territory or possession thereof, (ii) establish the Administrative Agent’s “control” (within the meaning of Section 9-104 of the UCC) over all Deposit Accounts, (iii) in the event such Grantor obtains any Letter of Credit Rights, establish the Administrative Agent’s “control” (within the meaning of Section 9-107 of the UCC) over all such Letter of Credit Rights, (iv) in the event such Grantor obtains any Electronic Chattel Paper, establish the Administrative Agent’s control (within the meaning of Section 9-105 of the New York UCC) over all such Electronic Chattel Paper and (iiiv) in the event such Grantor obtains any “transferable records” (as defined in UETA), establish the Administrative Agent’s “control” (within the meaning of Section 16 of the Uniform Electronic Transaction Act as in effect in the applicable jurisdiction (“UETA”)) over all such “transferable records” (under and as defined in UETA).

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified in Section 4.19(a) of the Credit Agreement and on Schedule 3.3 3 hereto (all of which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in duly completed and duly executed form, as applicable, and may be filed by the Administrative Agent at any time) and payment of all filing fees, will constitute valid fully perfected security interests in all of the Collateral (except for any Intellectual Property arising under laws other than the laws of the United States and Canada) in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Secured Obligations, enforceable in accordance with the terms hereof, to the extent such security interest in such Collateral can be perfected by (i) the filing of a financing statement under the Uniform Commercial Code of any jurisdiction, (ii) the filing with the United States Patent and Trademark Office or the United States Copyright Office of an Intellectual Property Security Agreement, or (iii) the possession hereof against all creditors of such Collateral, Grantor and any Persons purporting to purchase any Collateral from such Grantor and (b) are prior to all other Liens on the Collateral, Collateral in existence on the date hereof except for Liens expressly permitted by Section 7.02 of the Credit AgreementAgreement which have priority over the Liens on the Collateral by operation of law. Without limiting the foregoing, each Grantor has taken all actions necessary or desirable under all Requirements of Law of the United States and of any state, territory or possession thereofdesirable, including those specified in and to the extent required by Section 4.2 to 5.2 to: (i) establish the Administrative Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the New York UCC) as required by the terms hereof over any portion of the Investment Property constituting Certificated Securities, Uncertificated Securities, Securities Accounts, Securities Entitlements or Commodity Accounts (each as defined in the New York UCC), other than any such Investment Property issued by a Foreign Subsidiary to (ii) establish the extent establishing Administrative Agent’s “control” (within the meaning of Section 9-104 of the UCC) as required by the terms hereof over such Investment Property would require actions under the Requirements of Law of a jurisdiction other than the United States or any state, territory or possession thereofall Deposit Accounts, (iiiii) establish the Administrative Agent’s “control” (within the meaning of Section 9-107 of the UCC) as required by the terms hereof over all Letter of Credit Rights, (iv) establish the Administrative Agent’s control (within the meaning of Section 9-105 of the New York UCC) as required by the terms hereof over all Electronic Chattel Paper and (iiiv) establish the Administrative Agent’s “control” (within the meaning of Section 16 of the Uniform Electronic Transaction Act as in effect in the applicable jurisdiction “UETA”) as required by the terms hereof over all “transferable records” (as defined in UETA), and in each case unless otherwise provided in Section 5.2 or the Credit Agreement. Notwithstanding anything to the contrary contained herein or in any other Loan Documents, in no event shall the Grantors or their Affiliates be required to pay or to reimburse the Administrative Agent for the cost of perfecting its Lien in any Intellectual Property outside the United States or Canada.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3.3 3.2 (all of which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Collateral Agent in duly completed and duly executed form, as applicable, and may be filed by the Administrative Collateral Agent at any time) and payment of all filing fees, will constitute valid fully perfected security interests in all of the Collateral in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Secured the Obligations, enforceable in accordance with the terms hereof, to the extent such security interest in such Collateral can be perfected by (i) the filing of a financing statement under the Uniform Commercial Code of any jurisdiction, (ii) the filing with the United States Patent and Trademark Office or the United States Copyright Office of an Intellectual Property Security Agreement, or (iii) the possession of such Collateral, hereof and (b) are prior to all other Liens on the Collateral, except for Liens expressly permitted by Section 7.02 6.02 of the Credit Agreement. Without limiting the foregoing, each the Grantor has taken all actions necessary or desirable under all Requirements of Law of the United States and of any state, territory or possession thereofdesirable, including those specified in Section 4.2 to (i) establish the Administrative Collateral Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Property constituting Certificated Securities, Uncertificated Securities, Securities Accounts, Securities Entitlements or Commodity Accounts (each as defined in the New York UCC), other than any such Investment Property issued by a Foreign Subsidiary to the extent establishing “control” over such Investment Property would require actions under the Requirements of Law of a jurisdiction other than the United States or any state, territory or possession thereof, (ii) establish the Administrative Collateral Agent’s “control” (within the meaning of Section 9-104 of the New York UCC) over all Deposit Accounts, (iii) establish the Collateral Agent’s “control” (within the meaning of Section 9-107 of the New York UCC) over all Letter of Credit Rights, (iv) establish the Collateral Agent’s control (within the meaning of Section 9-105 of the New York UCC) over all Electronic Chattel Paper and (iiiv) establish the Administrative Collateral Agent’s “control” (within the meaning of Section 16 of the Uniform Electronic Transaction Act as in effect in the applicable jurisdiction “UETA”) over all “transferable records” (as defined in UETA).