Common use of Perfected First Priority Liens Clause in Contracts

Perfected First Priority Liens. (a) This Agreement is effective to create in favor of the Collateral Trustee, 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 Agreement (i) will constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B), or (C) of this paragraph in favor of the Collateral Trustee, for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations, upon (A) the filing of all financing statements, in each case, naming each Grantor as “debtor” and the Collateral Trustee as “secured party” and describing the Collateral in the filing offices specified in Schedule 3.2(b), (B) delivery to Collateral Trustee (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and Negotiable Documents, in each case, properly endorsed for transfer or in blank, and (C) completion of the filing and recording of fully executed agreements in the form hereof (or a supplement hereto) and containing a description of all Collateral constituting Patents and Trademarks in the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) or, with respect to all Collateral constituting Patents and registered Trademarks acquired after the date hereof, within three months thereafter, and all Collateral constituting registered Copyrights in the United States Copyright Office (or a successor office) within the one month period (commencing as of the date hereof) or, with respect to all Collateral constituting Copyrights acquired after the date hereof, within one month thereafter pursuant to 35 USC § 261, and 15 USC § 1060, or 17 USC § 205 and the regulations thereunder, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.02 of the Credit Agreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Agreement (including Security Interests in cash, cash accounts and Investment Property), other than as provided in Section 4.4 below with respect to such cash, cash accounts and Investment Property maintained in the Borrower’s accounts at PNC Bank, National Association in existence on the date hereof (such accounts and any replacement thereof, whether at PNC Bank, National Association or otherwise, the “PNC Accounts”), by any means other than (i) filings pursuant to the UCC of the relevant state(s), (ii) filings approved by United States government offices with respect to Intellectual Property or (iii) delivery to the Collateral Trustee (or its bailee) to be held in its possession of all Collateral consisting of Instruments, Certificated Securities or Negotiable Documents; provided that, with respect to subclause (iii), prior to the Discharge of Revolving Credit Obligations (as defined in the Intercreditor Agreement), the Grantors shall only be required to deliver such Collateral that constitutes Revolving Credit Collateral (as defined in the Intercreditor Agreement) to the Collateral Trustee to the extent (but only to the extent) delivery is required at such time under the Revolving Credit Loan Documents (as defined in the Intercreditor Agreement). (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses, subject to the provisions of the Control Agreements with respect to such cash and Investment Property.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral TrusteeAgent, 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 (i) will constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B), ) or (C) of this paragraph paragraph) in favor of the Collateral TrusteeAgent, for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations, upon (A) the filing in the applicable filing offices listed on Schedule I hereto of all financing statementsstatements (or financing statement amendments, as applicable), in each case, naming each Grantor as “debtor” and the Collateral Trustee Agent as “secured party” and describing the Collateral in the filing offices specified in Schedule 3.2(b)Collateral, (B) delivery to the Collateral Trustee Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and Negotiable Documents, negotiable Documents in each case, properly endorsed for transfer or in blank, blank and (C) completion of the filing filing, registration and recording of a fully executed agreements agreement in the form hereof (or a supplement hereto) and containing a description of all Collateral constituting Patents and Trademarks 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, with respect to all in the case of Collateral constituting Patents and registered Trademarks Intellectual Property acquired after the date hereof, within three months thereafter, thereafter pursuant to 35 USC § 261 and all Collateral constituting 15 USC § 1060 and the regulations thereunder with respect to United States issued Patents and Patent applications and United States registered Copyrights Trademarks and Trademark applications and in the United States Copyright Office (or a any successor office) within the one month period (commencing as of the applicable date hereofof acquisition or filing) or, with respect to all in the case of Collateral constituting Copyrights Intellectual Property acquired after the date hereof, within one month thereafter with respect to United States registered Copyrights pursuant to 35 USC § 261, and 15 USC § 1060, or 17 USC § 205 and the regulations thereunderthereunder as soon as reasonably practicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.02 10.2 of the Credit Agreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property), other than as provided in Section 4.4 below with respect to such cash, cash accounts and Investment Property maintained in the Borrower’s accounts at PNC Bank, National Association in existence on the date hereof (such accounts and any replacement thereof, whether at PNC Bank, National Association or otherwise, the “PNC Accounts”), ) by any means other than by (i) filings pursuant to the UCC Uniform Commercial Code of the relevant state(sState(s), (ii) filings approved by in the United States government offices with respect to Patent and Trademark Office, United States Copyright Office, or successor offices, that are necessary or advisable for the purpose of perfecting, confirming, enforcing, or protecting the Security Interests granted in certain Intellectual Property or and (iii) delivery to the Collateral Trustee Agent (or its bailee) to be held in its possession of all Collateral consisting of InstrumentsTangible Chattel Paper, Instruments or any Certificated Securities or Negotiable Documents; provided thatSecurities, with respect to subclause (iii)in each case, prior to the Discharge of Revolving Credit Obligations (as defined in the Intercreditor Agreement), the Grantors shall only be required to deliver such Collateral that constitutes Revolving Credit Collateral (as defined in the Intercreditor Agreement) properly endorsed for transfer to the Collateral Trustee to the extent (but only to the extent) delivery is required at such time under the Revolving Credit Loan Documents (as defined Agent or in the Intercreditor Agreement)blank, with a fair market value in excess of $5,000,000 individually. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses, subject to the provisions of the Control Agreements with respect to such cash and Investment Property.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral TrusteeAgent, 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 (i) will constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B), ) or (C) of this paragraph paragraph) in favor of the Collateral TrusteeAgent, for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations, upon (A) the filing in the applicable filing offices listed on Schedule I hereto of all financing statements, in each case, naming each Grantor as “debtor” and the Collateral Trustee Agent as “secured party” and describing the Collateral in the filing offices specified in Schedule 3.2(b)Collateral, (B) delivery to the Collateral Trustee Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and Negotiable Documents, negotiable Documents in each case, properly endorsed for transfer or in blank, blank and (C) completion of the filing filing, registration and recording of a fully executed agreements agreement in the form hereof (or a supplement hereto) and containing a description of all Collateral constituting Patents and Trademarks Intellectual Property in the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) or, with respect to all in the case of Collateral constituting Patents and registered Trademarks Intellectual Property acquired after the date hereof, within three months thereafter, thereafter pursuant to 35 USC § 261 and all Collateral constituting 15 USC § 1060 and the regulations thereunder with respect to United States Patents and United States registered Copyrights Trademarks and in the United States Copyright Office (or a any successor office) within the one month period (commencing as of the applicable date hereofof acquisition or filing) or, with respect to all in the case of Collateral constituting Copyrights Intellectual Property acquired after the date hereof, within one month thereafter with respect to United States registered Copyrights pursuant to 35 USC § 261, and 15 USC § 1060, or 17 USC § 205 and the regulations thereunderthereunder as soon as reasonably practicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.02 10.2 of the Credit Agreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property), other than as provided in Section 4.4 below with respect to such cash, cash accounts and Investment Property maintained in the Borrower’s accounts at PNC Bank, National Association in existence on the date hereof (such accounts and any replacement thereof, whether at PNC Bank, National Association or otherwise, the “PNC Accounts”), ) by any means other than by (i) filings pursuant to the UCC Uniform Commercial Code of the relevant state(sState(s), (ii) filings approved by in the United States government offices with respect to Patent and Trademark Office, United States Copyright Office, or successor offices, that are necessary or advisable for the purpose of perfecting, confirming, enforcing, or protecting the Security Interests granted in certain Intellectual Property or and (iii) delivery to the Collateral Trustee Agent (or its bailee) to be held in its possession of all Collateral consisting of InstrumentsTangible Chattel Paper, Instruments or any Certificated Securities or Negotiable Documents; provided that, with respect to subclause (iii), prior to the Discharge a fair market value in excess of Revolving Credit Obligations (as defined in the Intercreditor Agreement), the Grantors shall only be required to deliver such Collateral that constitutes Revolving Credit Collateral (as defined in the Intercreditor Agreement) to the Collateral Trustee to the extent (but only to the extent) delivery is required at such time under the Revolving Credit Loan Documents (as defined in the Intercreditor Agreement)$1,500,000 individually. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses, subject to the provisions of the Control Agreements with respect to such cash and Investment Property.

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

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral TrusteeAgent, 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 (i) will constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B), ) or (C) of this paragraph paragraph) in favor of the Collateral TrusteeAgent, for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations, upon (A) the filing in the applicable filing offices listed on Schedule I hereto of all financing statementsstatements (or financing statement amendments, as applicable), in each case, naming each Grantor as “debtor” and the Collateral Trustee Agent as “secured party” and describing the Collateral in the filing offices specified in Schedule 3.2(b)Collateral, (B) delivery to the Collateral Trustee Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and Negotiable Documents, negotiable Documents in each case, properly endorsed for transfer or in blank, blank and (C) completion of the filing filing, registration and recording of a fully executed agreements agreement in the form hereof (or a supplement hereto) and containing a description of all Collateral constituting Patents and Trademarks Intellectual Property in the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) or, with respect to all in the case of Collateral constituting Patents and registered Trademarks Intellectual Property acquired after the date hereof, within three months thereafter, thereafter pursuant to 35 USC § 261 and all Collateral constituting 15 USC § 1060 and the regulations thereunder with respect to United States issued Patents and Patent applications and United States registered Copyrights Trademarks and Trademark applications and in the United States Copyright Office (or a any successor office) within the one month period (commencing as of the applicable date hereofof acquisition or filing) or, with respect to all in the case of Collateral constituting Copyrights Intellectual Property acquired after the date hereof, within one month thereafter with respect to United States registered Copyrights pursuant to 35 USC § 261, and 15 USC § 1060, or 17 USC § 205 and the regulations thereunderthereunder as soon as reasonably practicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.02 10.2 of the Credit Agreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property), other than as provided in Section 4.4 below with respect to such cash, cash accounts and Investment Property maintained in the Borrower’s accounts at PNC Bank, National Association in existence on the date hereof (such accounts and any replacement thereof, whether at PNC Bank, National Association or otherwise, the “PNC Accounts”), ) by any means other than by (i) filings pursuant to the UCC Uniform Commercial Code of the relevant state(sState(s), (ii) filings approved by in the United States government offices with respect to Patent and Trademark Office, United States Copyright Office, or successor offices, that are necessary or advisable for the purpose of perfecting, confirming, enforcing, or protecting the Security Interests granted in certain Intellectual Property or and (iii) delivery to the Collateral Trustee Agent (or its bailee) to be held in its possession of all Collateral consisting of InstrumentsTangible Chattel Paper, Instruments or any Certificated Securities or Negotiable Documents; provided thatSecurities, with respect to subclause (iii)in each case, prior to the Discharge of Revolving Credit Obligations (as defined in the Intercreditor Agreement), the Grantors shall only be required to deliver such Collateral that constitutes Revolving Credit Collateral (as defined in the Intercreditor Agreement) properly endorsed for transfer to the Collateral Trustee to the extent (but only to the extent) delivery is required at such time under the Revolving Credit Loan Documents (as defined Agent or in the Intercreditor Agreement)blank, with a fair market value in excess of $5,000,000 individually. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses, subject to the provisions of the Control Agreements with respect to such cash and Investment Property.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral TrusteeAgent, 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 (i) will constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B), (C) or (CD) of this paragraph and other than with respect to any As-Extracted Collateral that requires the filing or recording of financing statements other than in the office of the Secretary of State or other central filing office in the jurisdiction of organization of the applicable Grantor in order to perfect) in favor of the Collateral TrusteeAgent, for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations, upon (A) the completion of the filing in the applicable filing offices of all financing statements, in each case, naming each Grantor as “debtor” and the Collateral Trustee Agent as “secured party” and describing the Collateral in the filing offices specified in Schedule 3.2(b)Collateral, (B) delivery to the Collateral Trustee Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and Negotiable Documents, negotiable Documents in each case, properly endorsed for transfer to the Collateral Agent or in blank, (C) delivery to the Collateral Agent of the fully executed Deposit Agreement and (CD) completion of the filing filing, registration and recording of a fully executed agreements agreement in the form hereof (or a supplement hereto) and containing a description of all Collateral constituting registered Patents and Trademarks in the United States Patent and Trademark Office (or any successor office) within the a three month period (commencing as of the date hereof) or, with respect to all Collateral constituting United States Patents and United States registered Trademarks acquired after the date hereof, within three months thereafter, and all Collateral constituting registered Copyrights in the United States Copyright Office (or a any successor office) within the a one month period (commencing as of the date hereof) or, with respect to all Collateral constituting registered United States Copyrights acquired after the date hereof, within one month thereafter pursuant to 35 USC § 261, and 15 USC § 1060, 1060 or 17 USC § 205 and the regulations thereunder, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.02 10.2 of the Credit Agreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property), other than as provided in Section 4.4 below with respect to such cash, cash accounts and Investment Property maintained in the Borrower’s accounts at PNC Bank, National Association in existence on the date hereof (such accounts and any replacement thereof, whether at PNC Bank, National Association or otherwise, the “PNC Accounts”), by any means other than by (i) filings pursuant to the UCC Uniform Commercial Code of the relevant state(sState(s), (ii) filings approved by United States government offices with respect to Intellectual Property or (iii) delivery to the Collateral Trustee Agent (or its bailee) to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents; provided that, with respect to subclause (iii), prior to the Discharge of Revolving Credit Obligations (as defined in the Intercreditor Agreement), that the Grantors shall only not be required to deliver such Collateral that constitutes Revolving Credit Collateral (as defined in the Intercreditor Agreement) to the Collateral Trustee Agent any Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents with an individual fair market value of less than $10,000,000. Notwithstanding anything to the extent (but only contrary herein, no Grantor shall be required to complete any filings or other actions with respect to the extent) delivery is required at such time under perfection of the Revolving Credit Loan Documents (as defined security interests created hereby in any jurisdiction outside of the Intercreditor Agreement)United States. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses, subject to the provisions of the Control Agreements with respect to such cash and Investment Property.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral TrusteeAgent, 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 Se-curity Interests granted pursuant to this Security Agreement (i) will constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B), ) or (C) of this paragraph and other than with respect to any As-Extracted Collateral that requires the filing or recording of financing statements other than in the office of the Secretary of State or other central filing office in the jurisdiction of organization of the applicable Guarantor in order to perfect) in favor of the Collateral TrusteeAgent, for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations, upon (A) the completion of the filing in the applicable filing offices of all financing statements, in each case, naming each Grantor as “debtor” and the Collateral Trustee Agent as “secured party” and describing the Collateral in the filing offices specified in Schedule 3.2(b)Collateral, (B) delivery to Collateral Trustee (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and Negotiable Documents, negotiable Documents in each case, properly endorsed for transfer to the Collateral Agent or in blank, blank and (C) completion of the filing and recording of fully executed agreements in the form hereof (or a supplement hereto) and containing a description of all Collateral constituting registered Patents and Trademarks in the United States Patent and Trademark Office (or any successor office) within the a three month period (commencing as of the date hereof) or, with respect to all Collateral constituting United States Patents and United States registered Trademarks acquired after the date hereof, within three months thereafter, and all Collateral constituting registered Copyrights in the United States Copyright Office (or a any successor office) within the a one month period (commencing as of the date hereof) or, with respect to all Collateral constituting registered United States Copyrights acquired after the date hereof, within one month thereafter pursuant to 35 USC § 261, and 15 USC § 1060, 1060 or 17 USC § 205 and the regulations thereunder, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.02 10.2 of the Credit Agreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property), other than as provided in Section 4.4 below with respect to such cash, cash accounts and Investment Property maintained in the Borrower’s accounts at PNC Bank, National Association in existence on the date hereof (such accounts and any replacement thereof, whether at PNC Bank, National Association or otherwise, the “PNC Accounts”), ) by any means other than by (i) filings pursuant to the UCC Uniform Commercial Code of the relevant state(sState(s), (ii) filings approved by United States government offices with respect to Intellectual Property or (iii) delivery to the Collateral Trustee (or its bailee) Agent to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents; provided that, with respect to subclause (iii), prior to the Discharge of Revolving Credit Obligations (as defined in the Intercreditor Agreement), that the Grantors shall only not be required to deliver such Collateral that constitutes Revolving Credit Collateral (as defined in the Intercreditor Agreement) to the Collateral Trustee to the extent (but only to the extent) delivery is required at such time under the Revolving Credit Loan Agent any Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents (as defined in the Intercreditor Agreement)with an individual fair market value of less than $10,000,000. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses, subject to the provisions of the Control Agreements with respect to such cash and Investment Property.

Perfected First Priority Liens. (a) This Agreement is effective to create in favor of the Collateral Trustee, 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 (cb) of this Section 3.2, the Security Interests granted pursuant to this Security Agreement (i) will constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B), or (C) of this paragraph in favor of the Collateral TrusteeAdministrative Agent, for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations, upon (A) completion of all filings, registrations, recordings and other actions specified in the Perfection Certificate (as such information is updated pursuant to Section 9.1(d) of the Credit Agreement) to the extent that a Security Interest may be perfected by the filing of all any UCC financing statements, in each case, naming each Grantor as “debtor” and the Collateral Trustee as “secured party” and describing the Collateral in the filing offices specified in Schedule 3.2(b)statement, (B) delivery in the case of Equipment that is covered by a certificate of title, the filing with the registrar of motor vehicles or other appropriate authority in the applicable jurisdiction (as specified in the Perfection Certificate (as such information is updated pursuant to Collateral Trustee (or its baileeSection 9.1(d) of all Instruments, Chattel Paper, Certificated Securities and Negotiable Documents, in each case, properly endorsed for transfer or in blank, the Credit Agreement)) of an application requesting the notation of the Security Interest created hereunder on such certificate of title and (C) completion of the filing timely filing, registration and recording of fully executed intellectual property security agreements in substantially the form hereof (of Exhibits 1, 2 and 3 hereto, in appropriate form for recordation with the United Stated Patent and Trademark Office or a supplement hereto) United States Copyright Office, as applicable, and containing a description of all Collateral constituting Patents U.S. Intellectual Property applications and Trademarks registrations included in the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) orCollateral, with respect to all Collateral constituting Patents and registered Trademarks acquired after the date hereof, within three months thereafter, and all Collateral constituting registered Copyrights in the United States Copyright Office (or a successor office) within the one month period (commencing as of the date hereof) or, with respect to all Collateral constituting Copyrights acquired after the date hereof, within one month thereafter pursuant to 35 USC § 261, and 15 USC § 1060, or 17 USC § 205 and the regulations thereunder, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.02 10.2 of the Credit Agreement. (cb) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property), other than as provided in Section 4.4 below with respect to such cash, cash accounts and Investment Property maintained in the Borrower’s accounts at PNC Bank, National Association in existence on the date hereof (such accounts and any replacement thereof, whether at PNC Bank, National Association or otherwise, the “PNC Accounts”), ) by any means other than by (i) filings pursuant to the UCC Uniform Commercial Codes of the relevant state(sState(s), (ii) filings approved by with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions, (iii) filings with the United States government offices Patent and Trademark Office and the United States Copyright Office with respect to Intellectual Property or (iiiiv) delivery when applicable, possession by the Administrative Agent in the United States. No Grantor shall be required to the Collateral Trustee (complete any filings or its bailee) to be held in its possession of all Collateral consisting of Instruments, Certificated Securities or Negotiable Documents; provided that, other action with respect to subclause (iii), prior to the Discharge perfection of Revolving Credit Obligations (as defined Security Interests in any jurisdiction outside the Intercreditor Agreement), the Grantors shall only be required to deliver such Collateral that constitutes Revolving Credit Collateral (as defined in the Intercreditor Agreement) to the Collateral Trustee to the extent (but only to the extent) delivery is required at such time under the Revolving Credit Loan Documents (as defined in the Intercreditor Agreement)United States. (dc) It is understood and agreed that the Security Interests in cash, cash accounts and Investment Property Permitted Investments created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses, subject to the provisions of the Control Agreements with respect to such cash and Investment Property.

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

Perfected First Priority Liens. (a) This Security and Pledge Agreement is effective to create in favor of the Collateral Trustee, 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 principlesprinciples and including, without limitation, in relation to any company incorporated under the laws of the Grand Duchy of Luxembourg, bankruptcy (faillite), insolvency, its voluntary or judicial liquidation (liquidation volontaire ou judiciaire), composition with creditors (concordat préventif de faillite), reprieve from payment (sursis de paiement), controlled management (gestion contrôlée), fraudulent conveyance (actio pauliana), general settlement with creditors, reorganisation or similar laws affecting the rights of creditors generally. (b) Subject to the limitations set forth in clause (cg) of this Section 3.24.2, the Security Interests granted pursuant to this Security and Pledge Agreement (i) will constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B), ) or (C) of this paragraph paragraph) in favor of the Collateral Trustee, for its benefit and the ratable benefit of the other Secured Parties, as collateral security for the Secured Obligations, upon (A) the filing of all financing statements, in each case, statements naming each Grantor as “debtor” and the Collateral Trustee as “secured party” and describing the Collateral in the applicable filing offices specified in Schedule 3.2(b)offices, (B) delivery to Collateral Trustee (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and Negotiable Documents, in each case, properly endorsed for transfer or in blank, negotiable Documents and (C) completion of the filing filing, registration and recording of a fully executed agreements agreement in the form hereof (or a supplement hereto) and containing a description of all Collateral constituting Patents and Trademarks Intellectual Property in the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) or, with respect to all in the case of Collateral constituting Patents and registered Trademarks Intellectual Property acquired after the date hereof, within three months thereafter, thereafter pursuant to 35 USC § 261 and all Collateral constituting 15 USC § 1060 and the regulations thereunder with respect to United States Patents and United States registered Copyrights Trademarks and in the United States Copyright Office (or a successor office) within the one month period (commencing as of the date hereof) or, with respect to all in the case of Collateral constituting Copyrights Intellectual Property acquired after the date hereof, within one month thereafter with respect to United States registered Copyrights pursuant to 35 USC § 261, and 15 USC § 1060, or 17 USC § 205 and the regulations thereunder, thereunder and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.02 10.2 of the Credit Agreement and each Additional First Lien Agreement. (c) Schedule 7 hereto correctly represents as of the date hereof (A) the issuer, the certificate number (except with respect to any “Specified Issuer” identified in Schedule 7), the Grantor and the record and beneficial owner, the number and class and the percentage of the issued and outstanding Equity Interests of such class of all Pledged Shares and (B) the issuer, the initial principal amount, the Grantor and holder, date of and maturity date of all Pledged Debt. Except as set forth on Schedule 7, the Pledged Shares represent all (or 65 percent in the case of pledges of Foreign Subsidiaries) of the issued and outstanding Equity Interests of each class of Equity Interests in the issuer on the date hereof. (d) As of the date hereof, each Grantor is the legal and beneficial owner of the Pledged Collateral identified with respect to such Grantor on Schedule 7 as pledged or assigned by such Grantor hereunder free and clear of any Lien, except for the Lien created by this Security and Pledge Agreement. (e) As of the date hereof, the Pledged Shares pledged by any Grantor hereunder have been duly authorized and validly issued and, in the case of Pledged Shares issued by a corporation, are fully paid and non-assessable. (f) Each Grantor has full power, authority and legal right to pledge all the Pledged Collateral pledged by such Grantor pursuant to this Security and Pledge Agreement. (g) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security and Pledge Agreement (including Security Interests in cash, cash accounts and Investment Property), other than as provided in Section 4.4 below with respect to such cash, cash accounts and Investment Property maintained in the Borrower’s accounts at PNC Bank, National Association in existence on the date hereof (such accounts and any replacement thereof, whether at PNC Bank, National Association or otherwise, the “PNC Accounts”), ) by any means other than by (i) filings pursuant to the UCC Uniform Commercial Codes of the relevant state(sState(s), (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions with respect to motor vehicles with an individual value in excess of $50,000, (iii) filings approved by United States government offices with respect to Intellectual Property or Property, (iiiiv) delivery to in the case of Collateral Trustee (or its bailee) to be held in its possession of all Collateral consisting of that constitutes Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents; provided that, possession by the Collateral Trustee in the United States, (v) in the case of each Closing Date Deposit Account, the Borrower, Intelsat Intermediate and Intelsat Sub Holdco shall use commercial reasonable efforts to obtain a control agreement with respect to subclause such Closing Date Deposit Account within 120 days of the date hereof or (iii)vi) in the case of each Post Closing Date Deposit Account, the Borrower, Intelsat Intermediate and Intelsat Sub Holdco shall obtain a control agreement with respect to such Post Closing Date Deposit Account within 15 days of the date such Post Closing Date Deposit Account is established. No Grantor shall be required to complete any filings or other actions with respect to the perfection of Security Interests in any jurisdiction outside the United States, except for any filings or actions reasonably requested by the Collateral Trustee or the Administrative Agent in connection with the movement of Satellites outside of the United States prior to the Discharge of Revolving Credit Obligations (as defined in the Intercreditor Agreement), the Grantors shall only be required to deliver such Collateral that constitutes Revolving Credit Collateral (as defined in the Intercreditor Agreement) to the Collateral Trustee to the extent (but only to the extent) delivery is required at such time under the Revolving Credit Loan Documents (as defined in the Intercreditor Agreement)launch thereof. (dh) It is understood and agreed that the Security Interests in cash cash, Deposit Accounts and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses, subject to the provisions of the Control Agreements with respect to such cash and Investment Property.

Perfected First Priority Liens. (a) This Agreement is effective to create in favor of the Collateral TrusteeAgent, 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 Agreement (i) will constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B), or (C) of this paragraph in favor of the Collateral TrusteeAgent, for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations, upon (A) the filing of all financing statements, in each case, naming each Grantor as “debtor” and the Collateral Trustee Agent as “secured party” and describing the Collateral in the filing offices specified in Schedule 3.2(b), (B) delivery to Collateral Trustee Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and Negotiable Documents, in each case, properly endorsed for transfer or in blank, and (C) completion of the filing and recording of fully executed agreements in the form hereof (or a supplement hereto) and containing a description of all Collateral constituting Patents and Trademarks in the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) or, with respect to all Collateral constituting Patents and registered Trademarks acquired after the date hereof, within three months thereafter, and all Collateral constituting registered Copyrights in the United States Copyright Office (or a successor office) within the one month period (commencing as of the date hereof) or, with respect to all Collateral constituting Copyrights acquired after the date hereof, within one month thereafter pursuant to 35 USC § 261, and 15 USC § 1060, or 17 USC § 205 and the regulations thereunder, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.02 10.2 of the Credit Agreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Agreement (including Security Interests in cash, cash accounts and Investment Property), other than as provided in Section 4.4 below with respect to such cash, cash accounts and Investment Property maintained in the Borrower’s accounts at PNC Bank, National Association in existence on the date hereof (such accounts and any replacement thereof, whether at PNC Bank, National Association or otherwise, the “PNC Accounts”), ) by any means other than (i) filings pursuant to the UCC of the relevant state(s), (ii) filings approved by United States government offices with respect to Intellectual Property or (iii) delivery to the Collateral Trustee Agent (or its bailee) to be held in its possession of all Collateral consisting of Instruments, Certificated Securities or Negotiable Documents; provided that, with respect to subclause (iii), prior to the Discharge of Revolving Credit Obligations (as defined in the Intercreditor Agreement), the Grantors shall only be required to deliver such Collateral that constitutes Revolving Credit Collateral (as defined in the Intercreditor Agreement) to the Collateral Trustee to the extent (but only to the extent) delivery is required at such time under the Revolving Credit Loan Documents (as defined in the Intercreditor Agreement). (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses, subject to the provisions of the Control Agreements with respect to such cash and Investment Property.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral TrusteeAgent, for its benefit and for the benefit of the Secured Parties, legal, valid and enforceable Security Interests in the CollateralCollateral to the extent the enforceability of such obligation with respect to Stock of Foreign Subsidiaries is governed by the UCC, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests granted pursuant to this Security Agreement (i) will constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B), ) or (C) of this paragraph paragraph) in favor of the Collateral TrusteeAgent, for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations, upon (A) the filing in the applicable filing offices of all financing statements, in each case, naming each Grantor as “debtor” and the Collateral Trustee Agent as “secured party” and describing the Collateral in the filing offices specified in Schedule 3.2(b)Collateral, (B) delivery to the Collateral Trustee Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and Negotiable Documents, negotiable Documents in each case, properly endorsed for transfer or in blank, blank and (C) completion of the filing filing, registration and recording of a fully executed agreements agreement in the form hereof (or a supplement hereto) and containing a description of all Collateral constituting Patents and Trademarks Intellectual Property in the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) or, with respect to all in the case of Collateral constituting Patents and registered Trademarks Intellectual Property acquired after the date hereof, within three months thereafter, thereafter pursuant to 35 USC § 261 and all Collateral constituting 15 USC § 1060 and the regulations thereunder with respect to United States Patents and United States registered Copyrights Trademarks and in the United States Copyright Office (or a any successor office) within the one month period (commencing as of the applicable date hereofof acquisition or filing) or, with respect to all in the case of Collateral constituting Copyrights Intellectual Property acquired after the date hereof, within one month thereafter with respect to United States registered Copyrights pursuant to 35 USC § 261, and 15 USC § 1060, or 17 USC § 205 and the regulations thereunderthereunder as soon as reasonably practicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.02 10.2 of the Credit Agreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property), other than as provided in Section 4.4 below with respect to such cash, cash accounts and Investment Property maintained in the Borrower’s accounts at PNC Bank, National Association in existence on the date hereof (such accounts and any replacement thereof, whether at PNC Bank, National Association or otherwise, the “PNC Accounts”), ) by any means other than by (i) filings pursuant to the UCC Uniform Commercial Code of the relevant state(sState(s), (ii) filings approved by United States government offices with respect to Intellectual Property or and (iii) delivery to the Collateral Trustee Agent (or its bailee) to be held in its possession of all Collateral consisting of InstrumentsTangible Chattel Paper, Instruments or Certificated Securities or Negotiable Documents; provided that, with respect to subclause (iii), prior to the Discharge a fair market value in excess of Revolving Credit Obligations (as defined in the Intercreditor Agreement), the Grantors shall only be required to deliver such Collateral that constitutes Revolving Credit Collateral (as defined in the Intercreditor Agreement) to the Collateral Trustee to the extent (but only to the extent) delivery is required at such time under the Revolving Credit Loan Documents (as defined in the Intercreditor Agreement)$10,000,000 individually. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses, subject to the provisions of the Control Agreements with respect to such cash and Investment Property.

Perfected First Priority Liens. (a) This Agreement is effective to create in favor of the Collateral Trustee, 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 (cb) of this Section subsection 3.2, the Security Interests granted pursuant to this Security Agreement (i) will constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B), or (C) of this paragraph in favor of the Collateral TrusteeAgent, for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations, upon (A) the filing of all financing statements, in each case, statements naming each Grantor as “debtor” and the Collateral Trustee Agent as “secured party” and describing the Collateral in the applicable filing offices specified in Schedule 3.2(b)offices, (B) delivery to Collateral Trustee (or its bailee) of all Instruments, Chattel PaperPaper and certificated Securities, Certificated Securities and Negotiable Documents, in each case, properly endorsed for together with instruments of transfer or assignment duly executed in blankblank as the Agent may from time to time specify, (C) in the case of Rolling Stock the ownership of which, under Applicable Law (including, without limitation, any Motor Vehicle Law), is evidenced by a certificate of title or ownership, the notation of the Security Interest created hereunder noted thereon and (CD) completion of the filing filing, registration and recording of a fully executed agreements agreement substantially in the form hereof (or a supplement hereto) of Annex 3 hereto and containing a description of all Collateral constituting Patents registrations and Trademarks applications for Intellectual Property in the United States Patent and Trademark Office (or any successor office) within the three three-month period (commencing as of the date hereof) or, with respect to all in the case of Collateral constituting Patents registrations and registered Trademarks applications for Intellectual Property acquired after the date hereof, within three months thereafter, thereafter pursuant to 35 USC §261 and all Collateral constituting 15 USC §1060 and the regulations thereunder with respect to United States Patents and United States registered Copyrights and applied for Trademarks; and in the United States Copyright Office (or a successor office) within the one one-month period (commencing as of the date hereof) or, with respect to all in the case of Collateral constituting Copyrights registrations and applications for Intellectual Property acquired after the date hereof, within one month thereafter with respect to United States registered Copyrights pursuant to 35 USC § 261, and 15 USC § 1060, or 17 USC § §205 and the regulations thereunder, thereunder and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than (A) Liens in favor of the secured parties under the Senior High Yield Indenture to the extent set forth in the Intercreditor Agreement, and (B) other Liens permitted pursuant to Section 10.02 of have priority under the Credit Agreement. (cb) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property), other than as provided in Section 4.4 below with respect to such cash, cash accounts and Investment Property maintained in the Borrower’s accounts at PNC Bank, National Association in existence on the date hereof (such accounts and any replacement thereof, whether at PNC Bank, National Association or otherwise, the “PNC Accounts”), ) by any means other than by (i) filings pursuant to the UCC Uniform Commercial Codes of the relevant state(sState(s), (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions, (iii) filings approved by United States government offices with respect to registrations and applications of Intellectual Property or Property, (iiiiv) delivery to in the case of Collateral Trustee (or its bailee) to be held in its possession of all Collateral consisting of that constitutes Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents, possession by the Agent in the United States, and (v) the obtaining of Control Agreements over Deposit Accounts and Securities Accounts (including, without limitation, those listed on Schedule 8) other than Excluded Accounts; provided thatprovided, however, that each Grantor shall be required to do the following in order to perfect the Security Interests granted under this Security Agreement: (i) comply with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Agent to enforce, the Agent’s security interest in such Collateral; (ii) obtain governmental and other third party waivers, consents and approvals in form and substance satisfactory to the Agent, including any consent of any licensor, lessor or other person obligated on the Collateral, (iii) obtain waivers from mortgagees and landlords in form and substance satisfactory to the Agent, and (iv) take all actions under any earlier versions of the UCC as in effect in the State of New York or under any other law, as reasonably determined by the Agent to be applicable. No Grantor shall be required to complete any filings or other action with respect to subclause (iii), prior to the Discharge perfection of Revolving Credit Obligations (as defined Security Interests in any jurisdiction outside the Intercreditor Agreement), the Grantors shall only be required to deliver such Collateral that constitutes Revolving Credit Collateral (as defined in the Intercreditor Agreement) to the Collateral Trustee to the extent (but only to the extent) delivery is required at such time under the Revolving Credit Loan Documents (as defined in the Intercreditor Agreement)United States. (dc) It is understood and agreed that the Security Interests in cash cash, Deposit Accounts and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses, subject to the provisions of the Control Agreements with respect to such cash and Investment Property.

Perfected First Priority Liens. (a) This Agreement is effective to create in favor of the Collateral TrusteeAgent, 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 The Security Interests granted pursuant to this Agreement (i) will constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B), or (C) of this paragraph paragraph) in favor of the Collateral TrusteeAgent, for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations, upon (A) the filing of all financing statements, in each case, naming each Grantor as “debtor” and the Collateral Trustee Agent as “secured party” and describing the Collateral in the filing offices specified in Schedule 3.2(b), (B) delivery to Collateral Trustee Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and Negotiable Documents, in each case, properly endorsed for transfer or in blank, and (C) completion of the filing and recording of fully executed Intellectual Property Security Agreements or such other short-form intellectual property agreements in a form reasonably acceptable to the form hereof Collateral Agent (or a any supplement heretothereto) and containing a description of all Collateral constituting consisting of Patents and Trademarks in the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) Closing Date or, with respect to all Collateral constituting consisting of Patents and registered Trademarks developed or acquired after the date hereofClosing Date, within three months thereafter, and all Collateral constituting consisting of registered Copyrights in the United States Copyright Office (or a successor office) and exclusive Copyright Licenses to registered copyrights in the United States Copyright Office (or a successor office) under which any Grantor is the licensee and that expressly identify the registration number for the copyright licensed thereunder, within the one month period (commencing as of the date hereof) Closing Date or, with respect to all Collateral constituting consisting of Copyrights developed or acquired after the date hereofClosing Date, within one month thereafter pursuant to 35 USC § 261, and 15 USC § 1060, or 17 USC § 205 and the regulations thereunder, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.02 8.02 of the Credit Agreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Agreement (including Security Interests in cash, cash accounts and Investment Property), other than as provided in Section 4.4 below with respect to such cash, cash accounts and Investment Property maintained in the Borrower’s accounts at PNC Bank, National Association in existence on the date hereof (such accounts and any replacement thereof, whether at PNC Bank, National Association or otherwise, the “PNC Accounts”), by any means other than (i) filings pursuant to the UCC of the relevant state(s), (ii) filings approved by United States government offices with respect to Intellectual Property or (iii) delivery to the Collateral Trustee (or its bailee) to be held in its possession of all Collateral consisting of Instruments, Certificated Securities or Negotiable Documents; provided that, with respect to subclause (iii), prior to the Discharge of Revolving Credit Obligations (as defined in the Intercreditor Agreement), the Grantors shall only be required to deliver such Collateral that constitutes Revolving Credit Collateral (as defined in the Intercreditor Agreement) to the Collateral Trustee to the extent (but only to the extent) delivery is required at such time under the Revolving Credit Loan Documents (as defined in the Intercreditor Agreement). (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses, subject to the provisions of the Control Agreements with respect to such cash and Investment Property.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral TrusteeAgent, for its benefit and for the benefit of the Secured Parties, legal, valid and enforceable Security Interests in the CollateralCollateral to the extent the enforceability of such obligation with respect to Stock of Foreign Subsidiaries is governed by the UCC, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests granted pursuant to this Security Agreement (i) will constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B), ) or (C) of this paragraph paragraph) in favor of the Collateral TrusteeAgent, for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations, upon (A) the filing in the applicable filing offices of all financing statements, in each case, naming each Grantor as “debtor” and the Collateral Trustee Agent as “secured party” and describing the Collateral in the filing offices specified in Schedule 3.2(b)Collateral, (B) delivery to the Collateral Trustee Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and Negotiable Documents, negotiable Documents in each case, properly endorsed for transfer or in blank, blank and (C) completion of the filing filing, registration and recording of a fully executed agreements agreement in the form hereof (or a supplement hereto) and containing a description of all Collateral constituting Patents and Trademarks Intellectual Property in the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereofAugust 20, 2010) or, in the case of Collateral constituting Intellectual Property acquired after August 20. 2010, thereafter pursuant to 35 USC § 261 and 15 USC § 1060 and the regulations thereunder with respect to all Collateral constituting United States Patents and United States registered Trademarks acquired after the date hereof, within three months thereafter, and all Collateral constituting registered Copyrights in the United States Copyright Office (or a any successor office) within the one month period (commencing as of the applicable date hereofof acquisition or filing) or, in the case of Collateral constituting Intellectual Property acquired after August 20, 2010, thereafter with respect to all Collateral constituting United States registered Copyrights acquired after the date hereof, within one month thereafter pursuant to 35 USC § 261, and 15 USC § 1060, or 17 USC § 205 and the regulations thereunderthereunder as soon as reasonably practicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings filings, registrations and recordings, and (ii) are prior or equal to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.02 each First Lien Agreement. For the avoidance of doubt, nothing in this Security Agreement shall be construed to impair in any manner any previous perfections obtained with respect to the Credit Security Interests in the Collateral pursuant to the Original Security Agreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property), other than as provided in Section 4.4 below with respect to such cash, cash accounts and Investment Property maintained in the Borrower’s accounts at PNC Bank, National Association in existence on the date hereof (such accounts and any replacement thereof, whether at PNC Bank, National Association or otherwise, the “PNC Accounts”), ) by any means other than by (i) filings pursuant to the UCC Uniform Commercial Code of the relevant state(sState(s), (ii) filings approved by United States government offices with respect to Intellectual Property or and (iii) delivery to the Collateral Trustee Agent (or its bailee) to be held in its possession of all Collateral consisting of InstrumentsTangible Chattel Paper, Instruments or Certificated Securities or Negotiable Documents; provided that, with respect to subclause (iii), prior to the Discharge a fair market value in excess of Revolving Credit Obligations (as defined in the Intercreditor Agreement), the Grantors shall only be required to deliver such Collateral that constitutes Revolving Credit Collateral (as defined in the Intercreditor Agreement) to the Collateral Trustee to the extent (but only to the extent) delivery is required at such time under the Revolving Credit Loan Documents (as defined in the Intercreditor Agreement)$10,000,000 individually. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses, subject to the provisions of the Control Agreements with respect to such cash and Investment Property.

Perfected First Priority Liens. (a) This The security interests granted pursuant to this Agreement is effective upon completion of the filings and other actions specified on Schedule 4 to create the Disclosure Letter (which, in the case of all filings and other documents referred to on such Schedule, have been delivered to the Collateral Agent in completed and, where required, duly executed form), will constitute valid perfected security interests in all of the Collateral in favor of the Collateral Trustee, 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 Agreement (i) will constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B), or (C) of this paragraph in favor of the Collateral TrusteeAgent, for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations, upon (A) enforceable in accordance with the filing of all financing statements, in each case, naming each Grantor as “debtor” and the Collateral Trustee as “secured party” and describing the Collateral in the filing offices specified in Schedule 3.2(b), (B) delivery to Collateral Trustee (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and Negotiable Documents, in each case, properly endorsed for transfer or in blank, and (C) completion of the filing and recording of fully executed agreements in the form terms hereof (or a supplement hereto) and containing a description of all Collateral constituting Patents and Trademarks in the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) or, with respect to all Collateral constituting Patents and registered Trademarks acquired after the date hereof, within three months thereafter, and all Collateral constituting registered Copyrights in the United States Copyright Office (or a successor office) within the one month period (commencing as of the date hereof) or, with respect to all Collateral constituting Copyrights acquired after the date hereof, within one month thereafter pursuant to 35 USC § 261, and 15 USC § 1060, or 17 USC § 205 and the regulations thereunder, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction except to the extent that a security interest otherwise permitted herein and except as enforceability may be perfected limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)) against all creditors of such filings Grantor and recordings, are and (ii) are will be prior to all other Liens on the such Collateral other than except for Liens which have priority as permitted pursuant to Section 10.02 of by the Credit Agreement, the Loan Documents or by operation of law; provided, that (i) additional filings with the PTO and United States Copyright Office may be required with respect to the perfection of the Collateral Agent’s Lien on registered and applied-for United States Patents, Trademarks, and Copyrights, as applicable, acquired by Grantors after the Closing Date and the perfection of the Collateral Agent’s Lien on Intellectual Property established under the laws of jurisdictions outside the United States may be subject to additional filings and registrations and (ii) the security interest on certain Collateral described in the last sentence of Section 3 may not be perfected. (cb) Notwithstanding anything Each Grantor consents to the contrary herein, no grant by each other Grantor shall be required to perfect of the Security Interests security interests granted by this Agreement (including Security Interests in cash, cash accounts hereby and Investment Property), other than as provided in Section 4.4 below with respect to such cash, cash accounts and the transfer of any Capital Stock or Investment Property maintained in the Borrower’s accounts at PNC Bank, National Association in existence on the date hereof (such accounts and any replacement thereof, whether at PNC Bank, National Association or otherwise, the “PNC Accounts”), by any means other than (i) filings pursuant to the UCC of the relevant state(s), (ii) filings approved by United States government offices with respect to Intellectual Property or (iii) delivery to the Collateral Trustee (Agent or its bailee) to be held in its possession designee upon the occurrence and during the continuance of all Collateral consisting an Event of Instruments, Certificated Securities or Negotiable Documents; provided that, with respect to subclause (iii), prior Default and to the Discharge substitution of Revolving Credit Obligations (as defined in the Intercreditor Agreement), the Grantors shall only be required to deliver such Collateral that constitutes Revolving Credit Collateral (as defined in the Intercreditor Agreement) to the Collateral Trustee to Agent or its designee or the extent (but only to purchaser upon any foreclosure sale as the extent) delivery is required at such time under the Revolving Credit Loan Documents (as defined in the Intercreditor Agreement). (d) It is understood holder and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses, subject to the provisions beneficial owner of the Control Agreements with respect to such cash and Investment Propertyinterest represented thereby.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral TrusteeAgent, for its benefit and for the benefit of the First Lien Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests granted pursuant to this Security Agreement (i) constitute and will continue to constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B), ) or (C) of this paragraph paragraph, which actions have been taken prior to the date hereof to the extent required by the Original Security Agreement and shall continue to apply to the First Lien Obligations under this Security Agreement) in favor of the Collateral TrusteeAgent, for the ratable benefit of the First Lien Secured Parties, as collateral security for the Secured First Lien Obligations, upon as a result of (A) the completion of the filing in the applicable filing offices of all financing statements, in each case, naming each Grantor as “debtor” and the Collateral Trustee Agent as “secured party” and describing the Collateral in the filing offices specified in Schedule 3.2(b)Collateral, (B) delivery to Collateral Trustee (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and Negotiable Documents, negotiable Documents in each case, properly endorsed for transfer to the Collateral Agent or in blank, blank and (C) completion of the filing filing, registration and recording of a fully executed agreements agreement in the form hereof (or a supplement hereto) and containing a description of all Collateral constituting Patents and Trademarks Intellectual Property in the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereofof the Original Security Agreement) or, with respect to all in the case of Collateral constituting Patents and registered Trademarks Intellectual Property acquired after the date hereofof the Original Security Agreement, within three months thereafter, thereafter pursuant to 35 USC § 261 and all Collateral constituting 15 USC § 1060 and the regulations thereunder with respect to United States Patents and United States registered Copyrights Trademarks and in the United States Copyright Office (or a any successor office) within the one month period (commencing as of the applicable date hereofof acquisition or filing) or, with respect to all in the case of Collateral constituting Copyrights Intellectual Property acquired after the date hereofof the Original Security Agreement, within one month thereafter with respect to United States registered Copyrights pursuant to 35 USC § 261, and 15 USC § 1060, or 17 USC § 205 and the regulations thereunderthereunder as soon as reasonably practicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.02 Sections 10.2 (a), (b) and (d)-(r) of the Credit Agreement and the equivalent provisions of each of the Additional First Lien Agreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property), other than as provided in Section 4.4 below with respect to such cash, cash accounts and Investment Property maintained in the Borrower’s accounts at PNC Bank, National Association in existence on the date hereof (such accounts and any replacement thereof, whether at PNC Bank, National Association or otherwise, the “PNC Accounts”), ) by any means other than by (i) filings pursuant to the UCC Uniform Commercial Code of the relevant state(sState(s), (ii) filings approved by United States government offices with respect to Intellectual Property or Property, (iii) delivery to the Collateral Trustee (or its bailee) Agent to be held in its possession of all Collateral consisting of Instrumentstangible Chattel Paper, Instruments or Certificated Securities or Negotiable Documents; provided that, with respect to subclause a fair market value in excess of $10,000,000 individually and (iii), prior iv) to the Discharge of Revolving Credit Obligations (as defined in the Intercreditor Agreementextent required by Section 4.1(e), the Grantors shall only be required to deliver such Collateral that constitutes Revolving Credit Collateral (as defined execution of Control Agreements in the Intercreditor Agreement) to favor of the Collateral Trustee to the extent (but only to the extent) delivery is required at such time under the Revolving Credit Loan Documents (as defined in the Intercreditor Agreement)Agent. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses, subject to the provisions of the Control Agreements with respect to such cash and Investment Property.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral TrusteeAgent, 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 except as enforceability thereof may be limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally and subject to general equitable principlesprinciples of equity. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests granted pursuant to this Security Agreement (i) will constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B), ) or (C) of this paragraph and other than with respect to any As-Extracted Collateral that requires the filing or recording of financing statements other than in the office of the Secretary of State or other central filing office in the jurisdiction of organization of the applicable Grantor in order to perfect) in favor of the Collateral TrusteeAgent, for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations, upon (A) the completion of the filing in the applicable filing offices of all financing statements, in each case, naming each Grantor as “debtor” and the Collateral Trustee Agent as “secured party” and describing the Collateral in the filing offices specified in Schedule 3.2(b)Collateral, (B) delivery to the Collateral Trustee Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and Negotiable Documents, negotiable Documents in each case, properly endorsed for transfer to the Collateral Agent or in blank, blank and (C) completion of the filing filing, registration and recording of fully executed agreements in the form hereof (or a supplement hereto) and containing a description of all Collateral constituting registered Patents and Trademarks in the United States Patent and Trademark Office (or any successor office) within the a three month period (commencing as of the date hereof) or, with respect to all Collateral constituting United States Patents and United States registered Trademarks acquired after the date hereof, within three months thereafter, and all Collateral constituting registered Copyrights in the United States Copyright Office (or a any successor office) within the a one month period (commencing as of the date hereof) or, with respect to all Collateral constituting registered United States Copyrights acquired after the date hereof, within one month thereafter pursuant to 35 USC § 261, and 15 USC § 1060, 1060 or 17 USC § 205 and the regulations thereunder, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.02 6.02 of the Credit Agreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property), other than as provided in Section 4.4 below with respect to such cash, cash accounts and Investment Property maintained in the Borrower’s accounts at PNC Bank, National Association in existence on the date hereof (such accounts and any replacement thereof, whether at PNC Bank, National Association or otherwise, the “PNC Accounts”), ) by any means other than by (i) filings pursuant to the UCC Uniform Commercial Code of the relevant state(sState(s), (ii) filings approved by with the United States government offices with respect to Intellectual Property or (iii) delivery to the Collateral Trustee (or its bailee) Agent to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents; provided that, with respect to subclause (iii), prior to the Discharge of Revolving Credit Obligations (as defined in the Intercreditor Agreement), that the Grantors shall only not be required to deliver such Collateral that constitutes Revolving Credit Collateral (as defined in the Intercreditor Agreement) to the Collateral Trustee to the extent (but only to the extent) delivery is required at such time under the Revolving Credit Loan Documents (as defined in the Intercreditor Agreement)Agent any Tangible Chattel Paper, Instrument, Certificated Security or Negotiable Document with an individual fair market value of less than $20,000,000. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses, subject to the provisions of the Control Agreements with respect to such cash and Investment Property.

Perfected First Priority Liens. (a) This Agreement is effective to create in favor of the Collateral Trustee, 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 (cb) of this Section 3.2, the Security Interests granted pursuant to this Security Agreement (i) will constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B), or (C) of this paragraph in favor of the Collateral TrusteeAdministrative Agent, for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations, upon (A) completion of all filings, registrations, recordings and other actions specified in Section 6 of the Perfection Certificate (as such information is updated pursuant to Section 9.1(d) of the Credit Agreement) to the extent that a Security Interest may be perfected by the filing of all any UCC financing statements, in each case, naming each Grantor as “debtor” and the Collateral Trustee as “secured party” and describing the Collateral in the filing offices specified in Schedule 3.2(b)statement, (B) delivery in the case of Equipment that is covered by a certificate of title, the filing with the registrar of motor vehicles or other appropriate authority in the applicable jurisdiction (as specified in the Perfection Certificate (as such information is updated pursuant to Collateral Trustee (or its baileeSection 9.1(d) of all Instruments, Chattel Paper, Certificated Securities and Negotiable Documents, in each case, properly endorsed for transfer or in blank, the Credit Agreement)) of an application requesting the notation of the Security Interest created hereunder on such certificate of title and (C) completion of the filing filing, registration and recording of a fully executed agreements agreement in the form hereof (or a supplement hereto) and containing a description of all Collateral constituting Patents and Trademarks Intellectual Property in the United States Stated Patent and Trademark Office (or any successor office) within the three three-month period (commencing as of the date hereof) or, with respect to all in the case of Collateral constituting Patents and registered Trademarks Intellectual Property acquired after the date hereof, within three months thereafter, thereafter pursuant to 35 USC §261 and all Collateral constituting 15 USC §1060 and the regulations thereunder with respect to United States Patents and United States registered Copyrights Trademarks and in the United States Copyright Office (or a successor office) within the one one-month period (commencing as of the date hereof) or, with respect to all in the case of Collateral constituting Copyrights Intellectual Property acquired after the date hereof, within one month thereafter with respect to United States registered Copyrights pursuant to 35 USC § 261, and 15 USC § 1060, or 17 USC § §205 and the regulations thereunder, thereunder and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.02 10.2 of the Credit Agreement. (cb) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property), other than as provided in Section 4.4 below with respect to such cash, cash accounts and Investment Property maintained in the Borrower’s accounts at PNC Bank, National Association in existence on the date hereof (such accounts and any replacement thereof, whether at PNC Bank, National Association or otherwise, the “PNC Accounts”), ) by any means other than by (i) filings pursuant to the UCC Uniform Commercial Codes of the relevant state(sState(s), (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions, (iii) filings approved by United States government offices with respect to Intellectual Property or (iiiiv) delivery when applicable, possession by the Administrative Agent in the United States. No Grantor shall be required to the Collateral Trustee (complete any filings or its bailee) to be held in its possession of all Collateral consisting of Instruments, Certificated Securities or Negotiable Documents; provided that, other action with respect to subclause (iii), prior to the Discharge perfection of Revolving Credit Obligations (as defined Security Interests in any jurisdiction outside the Intercreditor Agreement), the Grantors shall only be required to deliver such Collateral that constitutes Revolving Credit Collateral (as defined in the Intercreditor Agreement) to the Collateral Trustee to the extent (but only to the extent) delivery is required at such time under the Revolving Credit Loan Documents (as defined in the Intercreditor Agreement)United States. (dc) It is understood and agreed that the Security Interests in cash, cash accounts and Investment Property Permitted Investments created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses, subject to the provisions of the Control Agreements with respect to such cash and Investment Property.

Perfected First Priority Liens. (a) This Upon entry of the Final Order, and subject to the terms thereof, this Security Agreement is effective to create in favor of the Collateral TrusteeAgent, 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 3.23.2 and the Final Order, and subject to the terms thereof, the Security Interests granted pursuant to this Security Agreement (i) constitute and will continue to constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B), ) or (C) of this paragraph (other than with respect to cash and Cash Equivalents, in respect of which a Security Interest shall exist solely to the extent effective pursuant to the terms and conditions of the Final Order; and other than with respect to any As-Extracted Collateral that requires the filing or recording of financing statements other than in the office of the Secretary of State or other central filing office in the jurisdiction of organization of the applicable Grantor in order to perfect) in favor of the Collateral TrusteeAgent, for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations, upon as a result of (A) the completion of the filing in the applicable filing offices of all financing statements, in each case, naming each Grantor as “debtor” and the Collateral Trustee Agent as “secured party” and describing the Collateral in the filing offices specified in Schedule 3.2(b)Collateral, (B) delivery with respect to Collateral Trustee (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and Negotiable negotiable Documents, in each caseto the extent perfectible under the Final Orders, properly endorsed for transfer or in blank, pursuant to the Final Order and (C) completion of the filing filing, registration and recording of a fully executed agreements agreement in the form hereof (or a supplement hereto) and containing a description of all Collateral constituting registered Patents and Trademarks in the United States Patent and Trademark Office (or any successor office) within the three a three-month period (commencing as of the date hereof) or, with respect to all Collateral constituting Patents and registered Trademarks acquired after the date hereof, within three months thereafterperiod, and all Collateral constituting registered Copyrights in the United States Copyright Office (or a any successor office) within the one a one-month period (commencing as of the date hereof) or, with respect to all Collateral constituting Copyrights acquired after the date hereof, within one month thereafter pursuant to 35 USC § 261, and 15 USC § 1060, 1060 or 17 USC § 205 and the regulations thereunder, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to the Final Order and Section 10.02 9.2 of the DIP Credit Agreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property), other than as provided in Section 4.4 below with respect to such cash, cash accounts and Investment Property maintained in the Borrower’s accounts at PNC Bank, National Association in existence on the date hereof (such accounts and any replacement thereof, whether at PNC Bank, National Association or otherwise, the “PNC Accounts”), by any means other than by (i) filings pursuant to the UCC Uniform Commercial Code of the relevant state(s), State(s) and (ii) filings approved by United States government offices with respect to Intellectual Property or (iii) delivery Property. Notwithstanding anything to the Collateral Trustee contrary herein, no Grantor shall be required to (i) complete any filings or its bailee) to be held in its possession of all Collateral consisting of Instruments, Certificated Securities or Negotiable Documents; provided that, other actions with respect to subclause the perfection of the security interests created hereby in any jurisdiction outside of the United States or (iii)ii) obtain a deposit account control agreement, prior securities account control agreement or other similar agreement with respect to the Discharge of Revolving Credit Obligations (as defined in the Intercreditor Agreement)any deposit account, the Grantors shall only be required to deliver such Collateral that constitutes Revolving Credit Collateral (as defined in the Intercreditor Agreement) to the Collateral Trustee to the extent (but only to the extent) delivery is required at such time under the Revolving Credit Loan Documents (as defined in the Intercreditor Agreement)securities account, commodities account or other bank or financial account maintained by any Grantor. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses, subject to the provisions of the Control Agreements with respect to such cash and Investment Property.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral TrusteeAgent, for its benefit and for the benefit of the First Lien Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests granted pursuant to this Security Agreement (i) constitute and will continue to constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B), or (C) or (D) of this paragraph paragraph, which actions have been taken prior to the date hereof to the extent required by the Original Security Agreement and shall continue to apply to the First Lien Obligations under this Security Agreement and other than with respect to any As-Extracted Collateral that requires the filing or recording of financing statements other than in the office of the Secretary of State or other central filing office in the jurisdiction of organization of the applicable Grantor in order to perfect) in favor of the Collateral TrusteeAgent, for the ratable benefit of the First Lien Secured Parties, as collateral security for the Secured First Lien Obligations, upon as a result of (A) the completion of the filing in the applicable filing offices of all financing statements, in each case, naming each Grantor as “debtor” and the Collateral Trustee Agent as “secured party” and describing the Collateral in the filing offices specified in Schedule 3.2(b)Collateral, (B) delivery to the Collateral Trustee Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and Negotiable Documents, negotiable Documents in each case, properly endorsed for transfer to the Collateral Agent or in blank, (C) delivery to the Collateral Agent of the fully executed Deposit Agreement and (CD) completion of the filing filing, registration and recording of a fully executed agreements agreement in the form hereof (or a supplement hereto) and containing a description of all Collateral constituting registered Patents and Trademarks in the United States Patent and Trademark Office (or any successor office) within the a three month period (commencing as of the date hereofof the Original Security Agreement) or, with respect to all Collateral constituting United States Patents and United States registered Trademarks acquired after the date hereofof the Original Security Agreement, within three months thereafter, and all Collateral constituting registered Copyrights in the United States Copyright Office (or a any successor office) within the a one month period (commencing as of the date hereofof the Original Security Agreement) or, with respect to all Collateral constituting registered United States Copyrights acquired after the date hereofof the Original Security Agreement, within one month thereafter pursuant to 35 USC § 261, and 15 USC § 1060, 1060 or 17 USC § 205 and the regulations thereunder, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.02 10.2 of the Credit Agreement and by the equivalent provisions of each Additional First Lien Agreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property), other than as provided in Section 4.4 below with respect to such cash, cash accounts and Investment Property maintained in the Borrower’s accounts at PNC Bank, National Association in existence on the date hereof (such accounts and any replacement thereof, whether at PNC Bank, National Association or otherwise, the “PNC Accounts”), by any means other than by (i) filings pursuant to the UCC Uniform Commercial Code of the relevant state(sState(s), (ii) filings approved by United States government offices with respect to Intellectual Property or (iii) delivery to the Collateral Trustee Agent (or its bailee) to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents; provided that, with respect to subclause (iii), prior to the Discharge of Revolving Credit Obligations (as defined in the Intercreditor Agreement), that the Grantors shall only not be required to deliver such Collateral that constitutes Revolving Credit Collateral (as defined in the Intercreditor Agreement) to the Collateral Trustee Agent any Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents with an individual fair market value of less than $10,000,000. Notwithstanding anything to the extent (but only contrary herein, no Grantor shall be required to complete any filings or other actions with respect to the extent) delivery is required at such time under perfection of the Revolving Credit Loan Documents (as defined security interests created hereby in any jurisdiction outside of the Intercreditor Agreement)United States. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses, subject to the provisions of the Control Agreements with respect to such cash and Investment Property.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral TrusteeAgent, 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 (i) will constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B), ) or (C) of this paragraph paragraph) in favor of the Collateral TrusteeAgent, for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations, upon (A) the completion of the filing in the applicable filing offices of all financing statements, in each case, naming each Grantor as “debtor” and the Collateral Trustee Agent as “secured party” and describing the Collateral in the filing offices specified in Schedule 3.2(b)Collateral, (B) delivery to Collateral Trustee (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and Negotiable Documents, negotiable Documents in each case, properly endorsed for transfer to the Collateral Agent or in blank, blank and (C) completion of the filing filing, registration and recording of a fully executed agreements agreement in the form hereof (or a supplement hereto) and containing a description of all Collateral constituting Patents and Trademarks Intellectual Property in the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) or, with respect to all in the case of Collateral constituting Patents and registered Trademarks Intellectual Property acquired after the date hereof, within three months thereafter, thereafter pursuant to 35 USC § 261 and all Collateral constituting 15 USC § 1060 and the regulations thereunder with respect to United States Patents and United States registered Copyrights Trademarks and in the United States Copyright Office (or a any successor office) within the one month period (commencing as of the applicable date hereofof acquisition or filing) or, with respect to all in the case of Collateral constituting Copyrights Intellectual Property acquired after the date hereof, within one month thereafter with respect to United States registered Copyrights pursuant to 35 USC § 261, and 15 USC § 1060, or 17 USC § 205 and the regulations thereunderthereunder as soon as reasonably practicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.02 Sections 10.2 (a), (b) and (d)-(r) of the Credit Agreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property), other than as provided in Section 4.4 below with respect to such cash, cash accounts and Investment Property maintained in the Borrower’s accounts at PNC Bank, National Association in existence on the date hereof (such accounts and any replacement thereof, whether at PNC Bank, National Association or otherwise, the “PNC Accounts”), ) by any means other than by (i) filings pursuant to the UCC Uniform Commercial Code of the relevant state(sState(s), (ii) filings approved by United States government offices with respect to Intellectual Property or Property, (iii) delivery to the Collateral Trustee (or its bailee) Agent to be held in its possession of all Collateral consisting of Instrumentstangible Chattel Paper, Instruments or Certificated Securities or Negotiable Documents; provided that, with respect to subclause a fair market value in excess of $10,000,000 individually and (iii), prior iv) to the Discharge of Revolving Credit Obligations (as defined in the Intercreditor Agreementextent required by Section 4.1(e), the Grantors shall only be required to deliver such Collateral that constitutes Revolving Credit Collateral (as defined execution of Control Agreements in the Intercreditor Agreement) to favor of the Collateral Trustee to the extent (but only to the extent) delivery is required at such time under the Revolving Credit Loan Documents (as defined in the Intercreditor Agreement)Agent. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses, subject to the provisions of the Control Agreements with respect to such cash and Investment Property.

Perfected First Priority Liens. (a) This Amended and Restated Collateral Agreement is effective to create in favor of the Collateral TrusteeAgent, 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 Amended and Restated Collateral Agreement (i) will constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), or (B), or (C) of this paragraph paragraph) in favor of the Collateral TrusteeAgent, for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations, upon (A) the filing in the applicable filing offices listed on Schedule I hereto of all financing statements, in each case, naming each Title IV Grantor as “debtor” and the Collateral Trustee Agent as “secured party” and describing the Collateral in the filing offices specified in Schedule 3.2(b), and (B) delivery to Collateral Trustee (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and Negotiable Documents, in each case, properly endorsed for transfer or in blank, and (C) completion of the filing filing, registration and recording of a fully executed agreements agreement in the form hereof (or a supplement hereto) and containing a description of all Collateral constituting (1) Pledged Title IV Grantor Patents and Trademarks Pledged Title IV Grantor Trademark registrations and applications in the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) or, with respect to all in the case of Collateral constituting Pledged Title IV Grantor Patents and registered Trademarks Pledged Title IV Grantor Trademark registrations and applications acquired after the date hereof, within three months thereafterthereafter pursuant to 35 USC § 261 and 15 USC § 1060 and the regulations thereunder, and all Collateral constituting registered Copyrights (2) Pledged Title IV Grantor Copyright registrations in the United States Copyright Office (or a any successor office) within the one month period (commencing as of the date hereof) or, with respect to all in the case of Collateral constituting Copyrights Pledged Title IV Grantor Copyright registrations acquired after the date hereof, within one month thereafter pursuant to 35 USC § 261, and 15 USC § 1060, or 17 USC § 205 and the regulations thereunder, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.02 10.2 of the Amended and Restated Credit Agreement. (c) Notwithstanding anything to the contrary herein, no Title IV Grantor shall be required to perfect the Security Interests granted by this Amended and Restated Collateral Agreement (including Security Interests in cash, cash accounts and Investment Property), other than as provided in Section 4.4 below with respect to such cash, cash accounts and Investment Property maintained in the Borrower’s accounts at PNC Bank, National Association in existence on the date hereof (such accounts and any replacement thereof, whether at PNC Bank, National Association or otherwise, the “PNC Accounts”), by any means other than by (i) filings pursuant to the UCC Uniform Commercial Code of the relevant state(s), State(s) and (ii) filings approved by in the United States government offices with respect to Intellectual Property Patent and Trademark Office, United States Copyright Office, or (iii) delivery to successor offices, that are necessary or advisable for the Collateral Trustee (purpose of perfecting, confirming, enforcing, or its bailee) to be held in its possession of all Collateral consisting of Instruments, Certificated Securities or Negotiable Documents; provided that, with respect to subclause (iii), prior to the Discharge of Revolving Credit Obligations (as defined in the Intercreditor Agreement), the Grantors shall only be required to deliver such Collateral that constitutes Revolving Credit Collateral (as defined in the Intercreditor Agreement) to the Collateral Trustee to the extent (but only to the extent) delivery is required at such time under the Revolving Credit Loan Documents (as defined in the Intercreditor Agreement). (d) It is understood and agreed that protecting the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets granted in the ordinary course of their respective businessesPledged Title IV Grantor Patents, subject to the provisions of the Control Agreements with respect to such cash Pledged Title IV Grantor Trademark registrations and Investment Propertyapplications and Pledged Title IV Grantor Copyright registrations.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral TrusteeAgent, 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 (i) will constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B), ) or (C) of this paragraph paragraph) in favor of the Collateral TrusteeAgent, for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations, upon (A) with respect to all Collateral in which perfection can be obtained by filing of a financing statement, the completion of the filing in the applicable filing offices of all financing statements, in each case, naming each Grantor as “debtor” and the Collateral Trustee Agent as “secured party” and describing the Collateral in the filing offices specified in Schedule 3.2(b)Collateral, (B) delivery with respect to Collateral Trustee (or its bailee) of all Instruments, Instruments and Chattel Paper, Certificated Securities delivery of all Instruments and Negotiable DocumentsChattel Paper, in each case, case evidencing the Accounts and properly endorsed for transfer to the Collateral Agent or in blank, blank and (C) completion of the filing and recording of fully executed agreements in the form hereof (or a supplement hereto) and containing a description of all Collateral constituting Patents and Trademarks in the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) or, with respect to all Collateral constituting Patents and registered Trademarks acquired after the date hereofControlled Accounts, within three months thereafter, and all Collateral constituting registered Copyrights in the United States Copyright Office (or a successor office) within the one month period (commencing as execution of the date hereof) or, Control Agreements with respect to all the Controlled Accounts in favor of the Collateral constituting Copyrights acquired after the date hereof, within one month thereafter pursuant to 35 USC § 261, and 15 USC § 1060, or 17 USC § 205 and the regulations thereunder, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings and recordingsAgent, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Sections 10.2(a), (d), (f), (h), (k) and (o) of the Credit Agreement, and pursuant to clause (iii) of the last paragraph of Section 10.02 10.2 of the Credit Agreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property), other than as provided in Section 4.4 below with respect to such cash, cash accounts and Investment Property maintained in the Borrower’s accounts at PNC Bank, National Association in existence on the date hereof (such accounts and any replacement thereof, whether at PNC Bank, National Association or otherwise, the “PNC Accounts”), by any means other than by (i) filings pursuant to the UCC Uniform Commercial Code of the relevant state(sState(s), (ii) filings approved by United States government offices with respect to Intellectual Property or (iii) delivery to the Collateral Trustee (or its bailee) Agent to be held in its possession of all Collateral consisting of Instruments, Certificated Securities tangible Chattel Paper or Negotiable Documents; provided that, Instruments constituting Collateral with a fair market value in excess of $10,000,000 individually and (iii) execution of Control Agreements with respect to subclause (iii), prior to the Discharge Controlled Accounts in favor of Revolving Credit Obligations (as defined in the Intercreditor Agreement), the Grantors shall only be required to deliver such Collateral that constitutes Revolving Credit Collateral (as defined in the Intercreditor Agreement) to the Collateral Trustee to the extent (but only to the extent) delivery is required at such time under the Revolving Credit Loan Documents (as defined in the Intercreditor Agreement)Agent. (d) It is understood and agreed that the any Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets cash in the ordinary course of their respective businesses, subject to the provisions of the Control Agreements with respect to such cash and Investment Property.

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

Perfected First Priority Liens. (a) This Agreement is effective to create in favor of the Collateral TrusteeAdministrative Agent, for its benefit and for the benefit of the Secured Parties, a legal, valid and enforceable Security Interests security interest in the CollateralCollateral of such Grantor, subject to the effects of except as enforceability may be limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally generally. When (i) in the case of the Pledged Stock and general equitable principles. Pledged Notes, stock certificates and promissory notes representing such Pledged Stock and Pledged Notes, respectively, together with powers indorsed for transfer to the Administrative Agent or in blank, are delivered to the Administrative Agent and (ii) financing statements and other filings listed on Schedule 4.2 are filed in appropriate form in the offices specified thereon, this Agreement shall create a fully perfected Lien on, and security interest in, all right title and interest of such Grantor in such Collateral and the proceeds thereof ((a) to the extent such security interest may be perfected under the New York UCC by filing a financing statement, (b) Subject in the case of the Pledged Stock and Pledged Notes, to the limitations set forth in clause extent such security interest may be perfected under the New York UCC by possession thereof (and of appropriate transfer powers) by the Administrative Agent, (c) of this Section 3.2with respect to Patents and Trademarks, to the Security Interests granted pursuant to this Agreement (i) will constitute valid and perfected Security Interests in the Collateral (as to which perfection extent such security interest may be obtained perfected under the New York UCC by filing evidence of such security interest with the filings or other actions described in clause (A)United States Patent and Trademark Office, (B)d) with respect to Copyrights, or to the extent such security interest may be perfected under the New York UCC by filing evidence of such security interest with the United States Copyright Office and (Ce) of this paragraph in favor except to the extent the actions to perfect such security interest are not then required to have been taken under the terms of the Collateral Trustee, for the ratable benefit of the Secured Parties, Loan Documents) as collateral security for the Secured Obligations, upon in each case prior and superior in right to any other person (except (A) the filing of all financing statements, in each case, naming each Grantor as “debtor” and the Collateral Trustee as “secured party” and describing the Collateral in the filing offices specified in Schedule 3.2(b)case of Collateral other than Pledged Stock and Pledged Notes, Liens permitted by Section 6.02 of the Credit Agreement and (B) delivery to Collateral Trustee (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and Negotiable Documents, in each case, properly endorsed for transfer or in blank, and (C) completion the case of the filing Pledged Stock and recording Pledged Notes, non-consensual Liens arising by operation of fully executed agreements in the form hereof (or a supplement hereto) and containing a description of all Collateral constituting Patents and Trademarks in the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) or, with respect to all Collateral constituting Patents and registered Trademarks acquired after the date hereof, within three months thereafter, and all Collateral constituting registered Copyrights in the United States Copyright Office (or a successor office) within the one month period (commencing as of the date hereof) or, with respect to all Collateral constituting Copyrights acquired after the date hereof, within one month thereafter pursuant to 35 USC § 261, and 15 USC § 1060, or 17 USC § 205 and the regulations thereunder, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.02 of the Credit Agreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Agreement (including Security Interests in cash, cash accounts and Investment Property), other than as provided in Section 4.4 below with respect to such cash, cash accounts and Investment Property maintained in the Borrower’s accounts at PNC Bank, National Association in existence on the date hereof (such accounts and any replacement thereof, whether at PNC Bank, National Association or otherwise, the “PNC Accounts”), by any means other than (i) filings pursuant to the UCC of the relevant state(s), (ii) filings approved by United States government offices with respect to Intellectual Property or (iii) delivery to the Collateral Trustee (or its bailee) to be held in its possession of all Collateral consisting of Instruments, Certificated Securities or Negotiable Documents; provided that, with respect to subclause (iii), prior to the Discharge of Revolving Credit Obligations (as defined in the Intercreditor Agreement), the Grantors shall only be required to deliver such Collateral that constitutes Revolving Credit Collateral (as defined in the Intercreditor Agreement) to the Collateral Trustee to the extent (but only to the extent) delivery is required at such time under the Revolving Credit Loan Documents (as defined in the Intercreditor Agreementlaw). (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses, subject to the provisions of the Control Agreements with respect to such cash and Investment Property.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral TrusteeAgent, for its benefit and for the benefit of the Secured Parties, legal, valid and enforceable Security Interests in the CollateralCollateral to the extent the enforceability of such obligation with respect to Stock of Foreign Subsidiaries is governed by the UCC, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests granted pursuant to this Security Agreement (i) will constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B), ) or (C) of this paragraph paragraph) in favor of the Collateral TrusteeAgent, for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations, upon (A) the filing in the applicable filing offices of all financing statements, in each case, naming each Grantor as “debtor” and the Collateral Trustee Agent as “secured party” and describing the Collateral in the filing offices specified in Schedule 3.2(b)Collateral, (B) delivery to the Collateral Trustee Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and Negotiable Documents, negotiable Documents in each case, properly endorsed for transfer or in blank, blank and (C) completion of the filing filing, registration and recording of a fully executed agreements agreement in the form hereof (or a supplement hereto) and containing a description of all Collateral constituting Patents and Trademarks Intellectual Property in the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) or, with respect to all in the case of Collateral constituting Patents and registered Trademarks Intellectual Property acquired after the date hereof, within three months thereafter, thereafter pursuant to 35 USC § 261 and all Collateral constituting 15 USC § 1060 and the regulations thereunder with respect to United States Patents and United States registered Copyrights Trademarks and in the United States Copyright Office (or a any successor office) within the one month period (commencing as of the applicable date hereofof acquisition or filing) or, with respect to all in the case of Collateral constituting Copyrights Intellectual Property acquired after the date hereof, within one month thereafter with respect to United States registered Copyrights pursuant to 35 USC § 261, and 15 USC § 1060, or 17 USC § 205 and the regulations thereunderthereunder as soon as reasonably practicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings filings, registrations and recordings, and (ii) are prior or equal to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.02 4.12 of the Credit AgreementIndenture. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property), other than as provided in Section 4.4 below with respect to such cash, cash accounts and Investment Property maintained in the Borrower’s accounts at PNC Bank, National Association in existence on the date hereof (such accounts and any replacement thereof, whether at PNC Bank, National Association or otherwise, the “PNC Accounts”), ) by any means other than by (i) filings pursuant to the UCC Uniform Commercial Code of the relevant state(sState(s), (ii) filings approved by United States government offices with respect to Intellectual Property or and (iii) delivery to the Collateral Trustee Agent (or its bailee) to be held in its possession of all Collateral consisting of InstrumentsTangible Chattel Paper, Instruments or Certificated Securities or Negotiable Documents; provided that, with respect to subclause (iii), prior to the Discharge a fair market value in excess of Revolving Credit Obligations (as defined in the Intercreditor Agreement), the Grantors shall only be required to deliver such Collateral that constitutes Revolving Credit Collateral (as defined in the Intercreditor Agreement) to the Collateral Trustee to the extent (but only to the extent) delivery is required at such time under the Revolving Credit Loan Documents (as defined in the Intercreditor Agreement)$10,000,000 individually. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses, subject to the provisions of the Control Agreements with respect to such cash and Investment Property.

Perfected First Priority Liens. (a) This Agreement is effective to create in favor of the Collateral TrusteeAgent, for its benefit and for the ratable benefit of the Secured Parties, legal, valid and enforceable Security Interests in the Collateral, Collateral subject to the effects of bankruptcy, insolvency or insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and general equitable principlesprinciples of equity (whether considered in a proceeding in equity or law). (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests granted pursuant to this Agreement (i) will constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B), ) or (C) of this paragraph paragraph) in favor of the Collateral TrusteeAgent, for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations, upon (A) in the case of Collateral in which a security interest may be perfected by filing a financing statement under the UCC of any jurisdiction, the filing of all financing statements, in each case, statements naming each Grantor as “debtor” and the Collateral Trustee Agent as “secured party” and describing the Collateral in the applicable filing offices specified in listed on Schedule 3.2(b)I, (B) delivery to Collateral Trustee (or its bailee) in the case of all Instruments, Chattel Paper, Certificated Securities and Negotiable Documents, in each case, the earlier of the delivery thereof to the Collateral Agent (or its bailee) properly endorsed for transfer or in blankblank and the filing of the financing statements referred to in clause (A), and (C) in the case of material Registered Intellectual Property, the completion of the filing filing, registration and recording of fully executed agreements in the form hereof of the Intellectual Property Security Agreement set forth in Exhibit 2 hereto (or a supplement heretox) and containing a description of all Collateral constituting Patents and Trademarks in the United States Patent and Trademark Office and (or any successor officey) within the three month period (commencing as of the date hereof) or, with respect to all Collateral constituting Patents and registered Trademarks acquired after the date hereof, within three months thereafter, and all Collateral constituting registered Copyrights in the United States Copyright Office (or a successor office) within the one month period (commencing as of the date hereof) or, with respect to all Collateral constituting Copyrights acquired after the date hereof, within one month thereafter pursuant to 35 USC § 261, and 15 USC § 1060, or 17 USC § 205 and the regulations thereunder, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings and recordingsOffice, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.02 10.2 of the Credit Agreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Agreement (including Security Interests in cash, cash accounts and Investment Property)Money, other than as provided in Section 4.4 below with respect to such cashDeposit Accounts, cash accounts Securities Accounts, Commodity Contracts, Letters of Credit, Letter of Credit Rights, Supporting Obligations, Commercial Tort Claims and Investment Property maintained included in the Borrower’s accounts at PNC Bank, National Association in existence on the date hereof (such accounts and any replacement thereof, whether at PNC Bank, National Association or otherwise, the “PNC Accounts”), Collateral) by any means other than by (i) filings pursuant to the UCC of the relevant state(sState(s), (ii) filings approved by in the United States government offices with respect to Patent and Trademark Office, United States Copyright Office, or successor offices, that are necessary or advisable for the purpose of perfecting, confirming, enforcing, or protecting the Security Interests granted in certain Intellectual Property or and (iii) delivery to the Collateral Trustee Agent (or its bailee) to be held in its possession in the United States of all Collateral consisting of Tangible Chattel Paper, Instruments, any Certificated Securities or Negotiable Documents; provided that, with respect to subclause Documents (iii), prior to the Discharge of Revolving Credit Obligations (as defined other than Checks received in the Intercreditor Agreement), the Grantors shall only be required to deliver such Collateral that constitutes Revolving Credit Collateral (as defined ordinary course of business) with a Fair Market Value in the Intercreditor Agreement) to the Collateral Trustee to the extent (but only to the extent) delivery is required at such time under the Revolving Credit Loan Documents (as defined in the Intercreditor Agreement)excess of $5,00,000 individually. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses, subject to businesses or as otherwise permitted by the provisions of the Control Agreements with respect to such cash and Investment PropertyCredit Agreement.

Perfected First Priority Liens. (a) This Agreement is effective to create create, as collateral security for the Obligations of such Grantor, valid and enforceable Liens on such Grantor’s Collateral in favor of the Collateral Trustee, for its benefit and Agent for the benefit of the Secured Parties, legalexcept as to enforcement, valid and enforceable Security Interests in the Collateral, subject to the effects of as may be limited by applicable domestic or foreign bankruptcy, insolvency insolvency, fraudulent conveyance or preference, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and rights’ generally, general equitable principlesprinciples (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (b) Subject Except with regard to (i) Liens (if any) on Specified Assets and (ii) any rights in favor of the limitations set forth Canadian government as required by law (if any), upon the completion of the Filings and, with respect to Instruments, Chattel Paper and Documents of Title upon the earlier of such Filing or the delivery to and continuing possession by the Collateral Agent, the ABL Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in clause accordance with the applicable Intercreditor Agreement, of all Instruments, Chattel Paper and Documents a security interest in which is perfected by LEGAL_1:67880593.5 LEGAL_36377770.2 possession, and the obtaining and maintenance of “control” (cas described in the PPSA or STA, as applicable) by the Collateral Agent, the ABL Agent, the applicable Collateral Representative or any Additional Agent, as applicable (or their respective agents appointed for purposes of perfection), in accordance with the applicable Intercreditor Agreement of all Deposit Accounts, Blocked Accounts, the Collateral Proceeds Account, electronic Chattel Paper and Letter of Credit Rights, a security interest in which is perfected by “control” and in the case of Commercial Tort Actions (other than such Commercial Tort Actions listed on Schedule 7 on the date of this Section 3.2Agreement), the Security Interests granted taking of the actions required by Subsection 5.2.12 herein, the Liens created pursuant to this Agreement (i) will constitute valid Liens on and (to the extent provided herein) perfected Security Interests security interests in the such Grantor’s 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 Collateral Trustee, Agent for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations, upon (A) the filing of all financing statements, in each case, naming each Grantor as “debtor” and the Collateral Trustee as “secured party” and describing the Collateral in the filing offices specified in Schedule 3.2(b), (B) delivery to Collateral Trustee (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and Negotiable Documents, in each case, properly endorsed for transfer or in blank, and (C) completion of the filing and recording of fully executed agreements in the form hereof (or a supplement hereto) and containing a description of all Collateral constituting Patents and Trademarks in the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) or, with respect to all Collateral constituting Patents and registered Trademarks acquired after the date hereof, within three months thereafter, and all Collateral constituting registered Copyrights in the United States Copyright Office (or a successor office) within the one month period (commencing as of the date hereof) or, with respect to all Collateral constituting Copyrights acquired after the date hereof, within one month thereafter pursuant to 35 USC § 261, and 15 USC § 1060, or 17 USC § 205 and the regulations thereunder, and otherwise as may will be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings and recordings, and (ii) are prior to all other Liens on the Collateral of all other Persons securing Indebtedness, in each case other than Permitted Liens permitted pursuant (and subject to Section 10.02 of the Credit Agreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Agreement (including Security Interests in cash, cash accounts and Investment Property), other than as provided in Section 4.4 below with respect to such cash, cash accounts and Investment Property maintained in the Borrower’s accounts at PNC Bank, National Association in existence on the date hereof (such accounts and any replacement thereof, whether at PNC Bank, National Association or otherwise, the “PNC Accounts”), by any means other than (i) filings pursuant to the UCC of the relevant state(s), (ii) filings approved by United States government offices with respect to Intellectual Property or (iii) delivery to the Collateral Trustee (or its bailee) to be held in its possession of all Collateral consisting of Instruments, Certificated Securities or Negotiable Documents; provided that, with respect to subclause (iii), prior to the Discharge of Revolving Credit Obligations (as defined in the applicable Intercreditor Agreement), and enforceable as such as against all other Persons other than Ordinary Course Transferees, except to the Grantors shall only be required extent that the recording of an assignment or other transfer of title to deliver such the Collateral that constitutes Revolving Credit Agent, the ABL Agent, the applicable Collateral Representative or any Additional Agent (as defined in accordance with the applicable Intercreditor Agreement) or the recording of other applicable documents in CIPO may be necessary for perfection or enforceability, and except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance or preference, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights’ generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. As used in this Subsection 4.2.2(b), the Collateral Trustee to following terms shall have the extent (but only to the extent) delivery is required at such time under the Revolving Credit Loan Documents (as defined in the Intercreditor Agreement). (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses, subject to the provisions of the Control Agreements with respect to such cash and Investment Property.following meanings:

Perfected First Priority Liens. (a) This Agreement is effective to create creates a valid security interest in favor of the Collateral TrusteeAgent, for its benefit and for the benefit of the Secured PartiesAgent and Lenders, legal, valid and enforceable Security Interests in the Collateral, subject to . The perfection of 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 security interests granted pursuant to this Agreement (a) are subject to the following: (i) will constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B), or (C) of this paragraph in favor of the Collateral Trustee, for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations, upon (A) the filing of all financing statements, in each case, naming each Grantor as “debtor” and the Collateral Trustee as “secured party” and describing the Collateral in the filing offices specified in Schedule 3.2(b), (B) delivery to Collateral Trustee (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and Negotiable Documents, in each case, properly endorsed for transfer or in blank, and (C) completion of the filing and recording of fully executed agreements in the form hereof (or a supplement hereto) and containing a description case of all Collateral constituting Patents and Trademarks in the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) or, with respect to all Collateral constituting Patents and registered Trademarks acquired after the date hereof, within three months thereafter, and all Collateral constituting registered Copyrights in the United States Copyright Office (or a successor office) within the one month period (commencing as of the date hereof) or, with respect to all Collateral constituting Copyrights acquired after the date hereof, within one month thereafter pursuant to 35 USC § 261, and 15 USC § 1060, or 17 USC § 205 and the regulations thereunder, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that which a security interest may be perfected by such filing a financing statement under the UCC, the completion of the filings specified on Schedule 3.2 (which, in the case of all filings and recordingsother documents referred to on such schedule, have been delivered to the Agent in completed and duly authorized form), (ii) with respect to any deposit account, the execution of Control Agreements (it being understood and agreed that such action shall not be required to the extent of the exception set forth in Section 6.21 of the Credit Agreement), (iii) in the case of U.S. registered Copyrights, U.S. registered Trademarks and U.S. issued Patents owned by a Grantor for which UCC filings are insufficient, proper filing with the United States Copyright Office or the United States Patent and Trademark Office, as applicable (it being understood and agreed that notwithstanding anything to the contrary contained herein, no perfection actions with respect to Intellectual Property in foreign jurisdictions shall be required), (iv) in the case of Commercial Tort Claims, letter-of-credit rights or electronic chattel paper, such actions as required under Sections 4.10, 4.11 and 4.12 hereof (but only to the extent required under such Sections), (v) with respect to Pledged Collateral, the delivery thereof to the Agent to the extent that such Pledged Collateral is certificated and (iivi) in the case of all other instruments and tangible chattel paper, delivery thereof to the Agent (but only to the extent required under this Agreement) and (b) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.02 of the Credit Agreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Agreement (including Security Interests in cash, cash accounts and Investment Property), other than as provided in Section 4.4 below with respect to such cash, cash accounts and Investment Property maintained in the Borrower’s accounts at PNC Bank, National Association in existence on the date hereof (such accounts except for Permitted Liens for which priority is accorded under applicable law. The filings and any replacement thereof, whether at PNC Bank, National Association or otherwise, the “PNC Accounts”), by any means other than (i) filings pursuant to the UCC actions specified in this Section 3.2 constitute all of the relevant state(s), (ii) filings approved by United States government offices with respect and other actions necessary to Intellectual Property or (iii) delivery to perfect the Collateral Trustee (or its bailee) security interests required to be held in its possession of all Collateral consisting of Instruments, Certificated Securities or Negotiable Documents; provided that, with respect to subclause (iii), prior to the Discharge of Revolving Credit Obligations (as defined in the Intercreditor Agreement), the Grantors shall only be required to deliver such Collateral that constitutes Revolving Credit Collateral (as defined in the Intercreditor Agreement) to the Collateral Trustee to the extent (but only to the extent) delivery is required at such time under the Revolving Credit Loan Documents (as defined in the Intercreditor Agreement)perfected hereunder. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses, subject to the provisions of the Control Agreements with respect to such cash and Investment Property.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement, upon completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Collateral Agent in completed and duly executed form) and, with respect to Collateral acquired after the date hereof and Grantors that become a party hereto after the date hereof, such other filings and other actions as may be necessary under any Requirement of Law, (a) This Agreement is effective to create will constitute valid perfected security interests in all of the Collateral in favor of the Collateral Trustee, 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 Agreement (i) will constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B), or (C) of this paragraph in favor of the Collateral TrusteeAgent, for the ratable benefit of the Secured Parties, as collateral security for the Secured such Grantor's Obligations, upon enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor (Aother than Ordinary Course Buyers) the filing of all financing statements, in each case, naming each Grantor as “debtor” and the Collateral Trustee as “secured party” and describing the Collateral in the filing offices specified in Schedule 3.2(b), (B) delivery to Collateral Trustee (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and Negotiable Documents, in each case, properly endorsed for transfer or in blank, and (C) completion of the filing and recording of fully executed agreements in the form hereof (or a supplement hereto) and containing a description of all Collateral constituting Patents and Trademarks in the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) or, with respect to all Collateral constituting Patents and registered Trademarks acquired after the date hereof, within three months thereafter, and all Collateral constituting registered Copyrights in the United States Copyright Office (or a successor office) within the one month period (commencing as of the date hereof) or, with respect to all Collateral constituting Copyrights acquired after the date hereof, within one month thereafter pursuant to 35 USC § 261, and 15 USC § 1060, or 17 USC § 205 and the regulations thereunder, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings and recordings, and (iib) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.02 of the Credit Agreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Agreement (including Security Interests in cash, cash accounts and Investment Property), other than as provided in Section 4.4 below with respect to such cash, cash accounts and Investment Property maintained in the Borrower’s accounts at PNC Bank, National Association in existence on the date hereof (of such accounts and any replacement thereof, whether at PNC Bank, National Association filings or otherwise, the “PNC Accounts”), by any means other than actions (i) filings pursuant to except for Liens permitted by the UCC of Credit Agreements which have priority over the relevant state(s)Liens on the Collateral, (ii) filings approved by United States government offices with respect except to Intellectual Property the extent that any Collateral consists of any Instrument, Certificated Security or (iii) delivery Chattel Paper in an amount up to and including $5,000,000 and such Instrument, Certificated Security or Chattel Paper has not been delivered to the Collateral Trustee Agent (or its bailee) to be held in its possession of all Collateral consisting of Instruments, Certificated Securities or Negotiable Documents; provided that, with respect to subclause (iii), prior to the Discharge of Revolving Credit Obligations (as defined in the Intercreditor Agreement), the Grantors shall only be required to deliver such Collateral that constitutes Revolving Credit Collateral (as defined in the Intercreditor Agreement) to the Collateral Trustee to the extent (but only to the extent) delivery is required at such time under the Revolving Credit Loan Documents (as defined in the Intercreditor Agreement). (d) It is it being understood and agreed that the failure of the Collateral Agent to take possession of any such Instrument or Certificated Security Interests shall not impair in cash any respect the perfection of the security interest hereunder in such Instrument or Certificated Security to the extent perfected by filing), (iii) except, with respect to Collateral located outside the United States and with respect to which the Collateral Agent has not perfected its security interest therein under applicable foreign law, to the extent that perfection in such foreign jurisdiction would require filings or other actions outside of the United States, (iv) except, with respect to any Investment Property created hereunder with respect to which the Collateral Agent has not obtained "control" (within the meaning of the applicable Uniform Commercial Code), to the extent that the Collateral Agent does not have such "control", (v) except, with respect to any Intellectual Property, to the extent that such Intellectual Property is not listed in a filing made pursuant to this Agreement with the United States Patent and Trademark Office or the United States Copyright Office, as applicable (it being understood and agreed that the failure to list any such Intellectual Property in any such filing with the United States Patent and Trademark Office or the United States Copyright Office shall not prevent impair in any respect the Grantors from using such assets perfection of the security interest hereunder in the ordinary course of their respective businessesGeneral Intangibles) and (vi) except, subject with respect to any Deposit Account, to the provisions of the extent that a Control Agreements Agreement with respect to such cash and Investment PropertyDeposit Account shall not be in effect.

Perfected First Priority Liens. (a) This Agreement is effective to create in favor of the Collateral Trustee, 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 (cb) of this Section subsection 3.2, the Security Interests granted pursuant to this Security Agreement (i) will constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause clauses (A), ) or (B), ) or (C) of this paragraph below) in favor of the Collateral TrusteeAdministrative Agent, for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations, upon (A) the filing of all financing statements, in each case, statements naming each Grantor as “debtor” and the Collateral Trustee Administrative Agent as “secured party” and describing the Collateral in the applicable filing offices specified in Schedule 3.2(b)offices, (B) delivery to Collateral Trustee (or its bailee) of all Instruments, Chattel Paper, Certificated Securities Paper and Negotiable Documents, in each case, properly endorsed for transfer or in blankcertificated Securities, and (C) completion of the filing filing, registration and recording of a fully executed agreements agreement in the form hereof (or a supplement hereto) and containing a description of all Collateral constituting Patents and Trademarks Intellectual Property in the United States Stated Patent and Trademark Office (or any successor office) within the three three-month period (commencing as of the date hereof) or, with respect to all in the case of Collateral constituting Patents and registered Trademarks Intellectual Property acquired after the date hereof, within three months thereafter, thereafter pursuant to 35 USC § 261 and all Collateral constituting 15 USC § 1060 and the regulations thereunder with respect to United States Patents and United States registered Copyrights Trademarks and in the United States Copyright Office (or a successor office) within the one one-month period (commencing as of the date hereof) or, with respect to all in the case of Collateral constituting Copyrights Intellectual Property acquired after the date hereof, within one month thereafter with respect to United States registered Copyrights pursuant to 35 USC § 261, and 15 USC § 1060, or 17 USC § 205 and the regulations thereunder, thereunder and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.02 10.2 of the Credit Agreement. (cb) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property), other than as provided in Section 4.4 below with respect to such cash, cash accounts and Investment Property maintained in the Borrower’s accounts at PNC Bank, National Association in existence on the date hereof (such accounts and any replacement thereof, whether at PNC Bank, National Association or otherwise, the “PNC Accounts”), ) by any means other than by (i) filings pursuant to the UCC Uniform Commercial Codes of the relevant state(sState(s), (ii) filings approved by United States government offices with respect to Intellectual Property or (iii) delivery to in the case of Collateral Trustee (or its bailee) to be held in its possession of all Collateral consisting of Instrumentsthat constitutes Tangible Chattel Paper, Certificated Securities Instruments or Negotiable Documents; provided thatDocuments in excess of $1,000,000 or any Certificated Securities, possession by the Administrative Agent in the United States. No Grantor shall be required to complete any filings or other action with respect to subclause (iii), prior to the Discharge perfection of Revolving Credit Obligations (as defined Security Interests in any jurisdiction outside the Intercreditor Agreement), the Grantors shall only be required to deliver such Collateral that constitutes Revolving Credit Collateral (as defined in the Intercreditor Agreement) to the Collateral Trustee to the extent (but only to the extent) delivery is required at such time under the Revolving Credit Loan Documents (as defined in the Intercreditor Agreement)United States. (dc) It is understood and agreed that the Security Interests in cash and Investment Property Permitted Investments created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses, subject to the provisions of the Control Agreements with respect to such cash and Investment Property.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral TrusteeAgent, 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 (i) will constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B), ) or (C) of this paragraph paragraph) in favor of the Collateral TrusteeAgent, for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations, upon (A) the filing in the applicable filing offices listed on Schedule I hereto of all financing statements, in each case, naming each Grantor as “debtor” and the Collateral Trustee Agent as “secured party” and describing the Collateral in the filing offices specified in Schedule 3.2(b)Collateral, (B) delivery to the Collateral Trustee Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and Negotiable Documents, negotiable Documents in each case, properly endorsed for transfer or in blank, blank and (C) completion of the filing filing, registration and recording of a fully executed agreements agreement in the form hereof (or a supplement hereto) and containing a description of all Collateral constituting Patents and Trademarks Intellectual Property in the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) or, with respect to all in the case of Collateral constituting Patents and registered Trademarks Intellectual Property acquired after the date hereof, within three months thereafter, thereafter pursuant to 35 USC § 261 and all Collateral constituting 15 USC § 1060 and the regulations thereunder with respect to United States issued Patents and Patent applications and United States registered Copyrights Trademarks and Trademark applications and in the United States Copyright Office (or a any successor office) within the one month period (commencing as of the applicable date hereofof acquisition or filing) or, with respect to all in the case of Collateral constituting Copyrights Intellectual Property acquired after the date hereof, within one month thereafter with respect to United States registered Copyrights pursuant to 35 USC § 261, and 15 USC § 1060, or 17 USC § 205 and the regulations thereunderthereunder as soon as reasonably practicable, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.02 10.2 of the Credit Agreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property), other than as provided in Section 4.4 below with respect to such cash, cash accounts and Investment Property maintained in the Borrower’s accounts at PNC Bank, National Association in existence on the date hereof (such accounts and any replacement thereof, whether at PNC Bank, National Association or otherwise, the “PNC Accounts”), ) by any means other than by (i) filings pursuant to the UCC Uniform Commercial Code of the relevant state(sState(s), (ii) filings approved by in the United States government offices with respect to Patent and Trademark Office, United States Copyright Office, or successor offices, that are necessary or advisable for the purpose of perfecting, confirming, enforcing, or protecting the Security Interests granted in certain Intellectual Property or and (iii) delivery to the Collateral Trustee Agent (or its bailee) to be held in its possession of all Collateral consisting of InstrumentsTangible Chattel Paper, Instruments or any Certificated Securities or Negotiable Documents; provided thatSecurities, with respect to subclause (iii)in each case, prior to the Discharge of Revolving Credit Obligations (as defined in the Intercreditor Agreement), the Grantors shall only be required to deliver such Collateral that constitutes Revolving Credit Collateral (as defined in the Intercreditor Agreement) properly endorsed for transfer to the Collateral Trustee to the extent (but only to the extent) delivery is required at such time under the Revolving Credit Loan Documents (as defined Agent or in the Intercreditor Agreement)blank, with a fair market value in excess of $1,500,000 individually. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses, subject to the provisions of the Control Agreements with respect to such cash and Investment Property.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement, upon completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Collateral Agent in completed and duly executed form) and, with respect to Collateral acquired after the date hereof and Grantors that become a party hereto after the date hereof, such other filings and other actions as may be necessary under any Requirement of Law, (a) This Agreement is effective to create will constitute valid perfected security interests in all of the Collateral in favor of the Collateral Trustee, 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 Agreement (i) will constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B), or (C) of this paragraph in favor of the Collateral TrusteeAgent, for the ratable benefit of the Secured Parties, as collateral security for the Secured such Grantor’s Obligations, upon enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor (Aother than Ordinary Course Buyers) the filing of all financing statements, in each case, naming each Grantor as “debtor” and the Collateral Trustee as “secured party” and describing the Collateral in the filing offices specified in Schedule 3.2(b), (B) delivery to Collateral Trustee (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and Negotiable Documents, in each case, properly endorsed for transfer or in blank, and (C) completion of the filing and recording of fully executed agreements in the form hereof (or a supplement hereto) and containing a description of all Collateral constituting Patents and Trademarks in the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) or, with respect to all Collateral constituting Patents and registered Trademarks acquired after the date hereof, within three months thereafter, and all Collateral constituting registered Copyrights in the United States Copyright Office (or a successor office) within the one month period (commencing as of the date hereof) or, with respect to all Collateral constituting Copyrights acquired after the date hereof, within one month thereafter pursuant to 35 USC § 261, and 15 USC § 1060, or 17 USC § 205 and the regulations thereunder, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings and recordings, and (iib) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.02 of the Credit Agreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Agreement (including Security Interests in cash, cash accounts and Investment Property), other than as provided in Section 4.4 below with respect to such cash, cash accounts and Investment Property maintained in the Borrower’s accounts at PNC Bank, National Association in existence on the date hereof (of such accounts and any replacement thereof, whether at PNC Bank, National Association filings or otherwise, the “PNC Accounts”), by any means other than actions (i) filings pursuant to except for Liens permitted by the UCC of Credit Agreements which have priority over the relevant state(s)Liens on the Collateral, (ii) filings approved by United States government offices with respect except to Intellectual Property the extent that any Collateral consists of any Instrument, Certificated Security or (iii) delivery Chattel Paper in an amount up to and including $5,000,000 and such Instrument, Certificated Security or Chattel Paper has not been delivered to the Collateral Trustee Agent (or its bailee) to be held in its possession of all Collateral consisting of Instruments, Certificated Securities or Negotiable Documents; provided that, with respect to subclause (iii), prior to the Discharge of Revolving Credit Obligations (as defined in the Intercreditor Agreement), the Grantors shall only be required to deliver such Collateral that constitutes Revolving Credit Collateral (as defined in the Intercreditor Agreement) to the Collateral Trustee to the extent (but only to the extent) delivery is required at such time under the Revolving Credit Loan Documents (as defined in the Intercreditor Agreement). (d) It is it being understood and agreed that the failure of the Collateral Agent to take possession of any such Instrument or Certificated Security Interests shall not impair in cash any respect the perfection of the security interest hereunder in such Instrument or Certificated Security to the extent perfected by filing), (iii) except, with respect to Collateral located outside the United States and with respect to which the Collateral Agent has not perfected its security interest therein under applicable foreign law, to the extent that perfection in such foreign jurisdiction would require filings or other actions outside of the United States, (iv) except, with respect to any Investment Property created hereunder with respect to which the Collateral Agent has not obtained “control” (within the meaning of the applicable Uniform Commercial Code), to the extent that the Collateral Agent does not have such “control”, (v) except, with respect to any Intellectual Property, to the extent that such Intellectual Property is not listed in a filing made pursuant to this Agreement with the United States Patent and Trademark Office or the United States Copyright Office, as applicable (it being understood and agreed that the failure to list any such Intellectual Property in any such filing with the United States Patent and Trademark Office or the United States Copyright Office shall not prevent impair in any respect the Grantors from using such assets perfection of the security interest hereunder in the ordinary course of their respective businessesGeneral Intangibles) and (vi) except, subject with respect to any Deposit Account, to the provisions of the extent that a Control Agreements Agreement that is required to be in effect pursuant to Section 5.10 with respect to such cash and Investment PropertyDeposit Account shall not be in effect.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral TrusteeAgent, 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 (i) will constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B), ) or (C) of this paragraph paragraph) in favor of the Collateral TrusteeAgent, for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations, upon (A) with respect to all Collateral in which perfection can be obtained by filing of a financing statement, the completion of the filing in the applicable filing offices of all financing statements, in each case, naming each Grantor as “debtor” and the Collateral Trustee Agent as “secured party” and describing the Collateral in the filing offices specified in Schedule 3.2(b)Collateral, (B) delivery with respect to Collateral Trustee (or its bailee) of all Instruments, Instruments and Chattel Paper, Certificated Securities delivery of all Instruments and Negotiable DocumentsChattel Paper, in each case, case evidencing the Accounts and properly endorsed for transfer to the Collateral Agent or in blank, blank and (C) completion of the filing and recording of fully executed agreements in the form hereof (or a supplement hereto) and containing a description of all Collateral constituting Patents and Trademarks in the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) or, with respect to all Collateral constituting Patents and registered Trademarks acquired after the date hereofControlled Accounts, within three months thereafter, and all Collateral constituting registered Copyrights in the United States Copyright Office (or a successor office) within the one month period (commencing as execution of the date hereof) or, Control Agreements with respect to all the Controlled Accounts in favor of the Collateral constituting Copyrights acquired after the date hereof, within one month thereafter pursuant to 35 USC § 261, and 15 USC § 1060, or 17 USC § 205 and the regulations thereunder, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings and recordingsAgent, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Sections 10.2 (a), (d), (f), (h), (k) and (o) of the Credit Agreement, and pursuant to clause (iii) of the last paragraph of Section 10.02 10.2 of the Credit Agreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property), other than as provided in Section 4.4 below with respect to such cash, cash accounts and Investment Property maintained in the Borrower’s accounts at PNC Bank, National Association in existence on the date hereof (such accounts and any replacement thereof, whether at PNC Bank, National Association or otherwise, the “PNC Accounts”), by any means other than by (i) filings pursuant to the UCC Uniform Commercial Code of the relevant state(sState(s), (ii) filings approved by United States government offices with respect to Intellectual Property or (iii) delivery to the Collateral Trustee (or its bailee) Agent to be held in its possession of all Collateral consisting of Instruments, Certificated Securities tangible Chattel Paper or Negotiable Documents; provided that, Instruments constituting Collateral with a fair market value in excess of $10,000,000 individually and (iii) execution of Control Agreements with respect to subclause (iii), prior to the Discharge Controlled Accounts in favor of Revolving Credit Obligations (as defined in the Intercreditor Agreement), the Grantors shall only be required to deliver such Collateral that constitutes Revolving Credit Collateral (as defined in the Intercreditor Agreement) to the Collateral Trustee to the extent (but only to the extent) delivery is required at such time under the Revolving Credit Loan Documents (as defined in the Intercreditor Agreement)Agent. (d) It is understood and agreed that the any Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets cash in the ordinary course of their respective businesses, subject to the provisions of the Control Agreements with respect to such cash and Investment Property.

Perfected First Priority Liens. (a) This Agreement is effective to create in favor of the Collateral Trustee, 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 Agreement (i) will constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B), or (C) of this paragraph in favor of the Collateral Trustee, for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations, upon (A) the filing of all financing statements, in each case, naming each Grantor as “debtor” and the Collateral Trustee as “secured party” and describing the Collateral in the filing offices specified in Schedule 3.2(b), (B) delivery to Collateral Trustee (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and Negotiable Documents, in each case, properly endorsed for transfer or in blank, and (C) completion of the filing and recording of fully executed agreements in the form hereof (or a supplement hereto) and containing a description of all Collateral constituting Patents and Trademarks in the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereofhereofClosing Date) or, with respect to all Collateral constituting Patents and registered Trademarks acquired after the date hereofhereofClosing Date, within three months thereafter, and all Collateral constituting registered Copyrights in the United States Copyright Office (or a successor office) within the one month period (commencing as of the date hereofhereofClosing Date) or, with respect to all Collateral constituting Copyrights acquired after the date hereof,Closing Date, within one month thereafter pursuant to 35 USC § 261, and 15 USC § 1060, or 17 USC § 205 and the regulations thereunder, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.02 of the Credit Agreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Agreement (including Security Interests in cash, cash accounts and Investment Property), other than as provided in Section 4.4 below with respect to such cash, cash accounts and Investment Property maintained in the Borrower’s accounts at PNC Bank, National Association in existence on the date hereof (such accounts and any replacement thereof, whether at PNC Bank, National Association or otherwise, the “PNC Accounts”), by any means other than (i) filings pursuant to the UCC of the relevant state(s), (ii) filings approved by United States government offices with respect to Intellectual Property or (iii) delivery to the Collateral Trustee (or its bailee) to be held in its possession of all Collateral consisting of Instruments, Certificated Securities or Negotiable Documents; provided that, with respect to subclause (iii), prior to the Discharge of Revolving Credit Obligations (as defined in the Intercreditor Agreement), the Grantors shall only be required to deliver such Collateral that constitutes Revolving Credit Collateral (as defined in the Intercreditor Agreement) to the Collateral Trustee to the extent (but only to the extent) delivery is required at such time under the Revolving Credit Loan Documents (as defined in the Intercreditor Agreement). (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses, subject to the provisions of the Control Agreements with respect to such cash and Investment Property.

Perfected First Priority Liens. (a) This Agreement is effective to create in favor of the Collateral Trustee, 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 (cb) of this Section 3.2, the Security Interests granted pursuant to this Security Agreement (i) will constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B), or (C) of this paragraph in favor of the Collateral TrusteeAdministrative Agent, for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations, upon (A) completion of all filings, registrations, recordings and other actions specified in Section 6 of the Perfection Certificate (as such information is updated pursuant to Section 9.1(d) of the Credit Agreement) to the extent that a Security Interest may be perfected by the filing of all any UCC financing statements, in each case, naming each Grantor as “debtor” and the Collateral Trustee as “secured party” and describing the Collateral in the filing offices specified in Schedule 3.2(b)statement, (B) delivery in the case of Equipment that is covered by a certificate of title, the filing with the registrar of motor vehicles or other appropriate authority in the applicable jurisdiction (as specified in the Perfection Certificate (as such information is updated pursuant to Collateral Trustee (or its baileeSection 9.1(d) of all Instruments, Chattel Paper, Certificated Securities and Negotiable Documents, in each case, properly endorsed for transfer or in blank, the Credit Agreement)) of an application requesting the notation of the Security Interest created hereunder on such certificate of title and (C) completion of the filing filing, registration and recording of a fully executed agreements agreement in the form hereof (or a supplement hereto) and containing a description of all Collateral constituting Patents and Trademarks Intellectual Property in the United States Stated Patent and Trademark Office (or any successor office) within the three three-month period (commencing as of the date hereof) or, with respect to all in the case of Collateral constituting Patents and registered Trademarks Intellectual Property acquired after the date hereof, within three months thereafter, thereafter pursuant to 35 USC §261 and all Collateral constituting 15 USC § 1060 and the regulations thereunder with respect to United States Patents and United States registered Copyrights Trademarks and in the United States Copyright Office (or a successor office) within the one one-month period (commencing as of the date hereof) or, with respect to all in the case of Collateral constituting Copyrights Intellectual Property acquired after the date hereof, within one month thereafter with respect to United States registered Copyrights pursuant to 35 USC § 261, and 15 USC § 1060, or 17 USC § §205 and the regulations thereunder, thereunder and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.02 10.2 of the Credit Agreement. (cb) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property), other than as provided in Section 4.4 below with respect to such cash, cash accounts and Investment Property maintained in the Borrower’s accounts at PNC Bank, National Association in existence on the date hereof (such accounts and any replacement thereof, whether at PNC Bank, National Association or otherwise, the “PNC Accounts”), ) by any means other than by (i) filings pursuant to the UCC Uniform Commercial Codes of the relevant state(sState(s), (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions, (iii) filings approved by United States government offices with respect to Intellectual Property or (iiiiv) delivery when applicable, possession by the Administrative Agent in the United States. No Grantor shall be required to the Collateral Trustee (complete any filings or its bailee) to be held in its possession of all Collateral consisting of Instruments, Certificated Securities or Negotiable Documents; provided that, other action with respect to subclause (iii), prior to the Discharge perfection of Revolving Credit Obligations (as defined in the Intercreditor Agreement), the Grantors shall only be required to deliver such Collateral that constitutes Revolving Credit Collateral (as defined in the Intercreditor Agreement) to the Collateral Trustee to the extent (but only to the extent) delivery is required at such time under the Revolving Credit Loan Documents (as defined in the Intercreditor Agreement). (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent any jurisdiction outside the Grantors from using such assets in the ordinary course of their respective businesses, subject to the provisions of the Control Agreements with respect to such cash and Investment PropertyUnited States.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral TrusteeAgent, for its benefit and for the benefit of the Secured Parties, legal, valid and enforceable Security Interests in the CollateralCollateral (other than Excluded Perfection Assets), subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. Upon delivery of such Pledged Collateral to the Collateral Agent (or to the Term Collateral Agent as agent for the Collateral Agent for the purposes of perfection) in the State of New York, this Security Agreement shall create a fully perfected Lien on and security interest in the Pledged Collateral, securing the payment of the Obligations, in favor of the Collateral Agent for the benefit of the Secured Parties, except as enforceability thereof may be limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights generally and subject to general principles of equity. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the The Security Interests granted pursuant to this Security Agreement (i) will constitute legal, valid and perfected Security Interests in the Collateral (other than Excluded Perfection Assets as to which perfection may be obtained by the filings or other actions described in clause (A), (B), ) or (C) of this paragraph paragraph) in favor of the Collateral TrusteeAgent, for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations, upon (A) the completion of the filing in the applicable filing offices of all financing statements, in each case, naming each Grantor as “debtor” and the Collateral Trustee Agent as “secured party” and describing the Collateral in the filing offices specified in Schedule 3.2(b)Collateral, (B) delivery to Collateral Trustee (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and Negotiable Documents, negotiable Documents in each case, properly endorsed for transfer to the Collateral Agent or the Term Collateral Agent, acting as agent for the Collateral Agent the purposes of perfection of all Pledged Securities, in accordance with the Intercreditor Agreement, or in blank, blank and (C) completion of the filing filing, registration and recording of a fully executed agreements agreement in the form hereof (or a supplement hereto) and containing a description of all Collateral constituting Patents and Trademarks United States registered Trademarks, applications for Trademark Registration, Patents, or Patent applications in the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) or, with respect to all Collateral constituting Patents and registered Trademarks acquired after the date hereof, within three months thereafter, and all Collateral (other than Excluded Perfection Assets) constituting United States registered Copyrights in the United States Copyright Office (or a any successor office) within the one month period (commencing as of the applicable date hereof) orof acquisition or filing), with respect provided, however, that additional filings may be required to all Collateral constituting Copyrights perfect the security interest in any Intellectual Property acquired after the date hereof, within one month thereafter pursuant to 35 USC § 261, and 15 USC § 1060, or 17 USC § 205 and the regulations thereunder, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.02 of the Credit Agreement. (c) Notwithstanding anything to the contrary herein, no Grantor . Nothing in this Security Agreement shall be required deemed to require any Grantor to prepare any documents or otherwise take any action to perfect the Security Interests granted by this Agreement (including Security Interests Collateral Agent’s security interest in cash, cash accounts and Investment Property), other than as provided in Section 4.4 below with respect to such cash, cash accounts and Investment any Intellectual Property maintained in the Borrower’s accounts at PNC Bank, National Association in existence on the date hereof (such accounts and any replacement thereof, whether at PNC Bank, National Association or otherwise, the “PNC Accounts”), by any means other than (i) filings pursuant to the UCC outside of the relevant state(s), (ii) filings approved by United States government offices with respect to Intellectual Property or (iii) delivery to the Collateral Trustee (or its bailee) to be held in its possession of all Collateral consisting of Instruments, Certificated Securities or Negotiable Documents; provided that, with respect to subclause (iii), prior to the Discharge of Revolving Credit Obligations (as defined in the Intercreditor Agreement), the Grantors shall only be required to deliver such Collateral that constitutes Revolving Credit Collateral (as defined in the Intercreditor Agreement) to the Collateral Trustee to the extent (but only to the extent) delivery is required at such time under the Revolving Credit Loan Documents (as defined in the Intercreditor Agreement)States. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses, subject to the provisions of the Control Agreements with respect to such cash and Investment Property.

Perfected First Priority Liens. (a) This Agreement is effective to create in favor of the Collateral Trustee, 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 (cb) of this Section subsection 3.2, the Security Interests granted pursuant to this Security Agreement (i) will constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B), or (C) of this paragraph in favor of the Collateral TrusteeAdministrative Agent, for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations, upon (A) the filing completion of all financing statementsfilings, in each caseregistrations, naming each Grantor as “debtor” recordings and the Collateral Trustee as “secured party” and describing the Collateral in the filing offices other actions specified in Schedule 3.2(b)Section 6 of the Perfection Certificate (as such information is updated pursuant to Section 9.1(d) of the Credit Agreement) to the extent that a Security Interest may be perfected by such filings or other action, (B) delivery in the case of Equipment that is covered by a certificate of title, the filing with the registrar of motor vehicles or other appropriate authority in the applicable jurisdiction (as specified in the Perfection Certificate (as such information is updated pursuant to Collateral Trustee (or its baileeSection 9.1(d) of all Instruments, Chattel Paper, Certificated Securities and Negotiable Documents, in each case, properly endorsed for transfer or in blank, the Credit Agreement)) of an application requesting the notation of the Security Interest created hereunder on such certificate of title and (C) completion of the filing filing, registration and recording of a fully executed agreements agreement in the form hereof (or a supplement hereto) and containing a description of all Collateral constituting Patents and Trademarks Intellectual Property in the United States Stated Patent and Trademark Office (or any successor office) within the three three-month period (commencing as of the date hereof) or, with respect to all in the case of Collateral constituting Patents and registered Trademarks Intellectual Property acquired after the date hereof, within three months thereafter, thereafter pursuant to 35 USC §261 and all Collateral constituting 15 USC §1060 and the regulations thereunder with respect to United States Patents and United States registered Copyrights Trademarks and in the United States Copyright Office (or a successor office) within the one one-month period (commencing as of the date hereof) or, with respect to all in the case of Collateral constituting Copyrights Intellectual Property acquired after the date hereof, within one month thereafter with respect to United States registered Copyrights pursuant to 35 USC § 261, and 15 USC § 1060, or 17 USC § §205 and the regulations thereunder, thereunder and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.02 10.2 of the Credit Agreement. (cb) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property), other than as provided in Section 4.4 below with respect to such cash, cash accounts and Investment Property maintained in the Borrower’s accounts at PNC Bank, National Association in existence on the date hereof (such accounts and any replacement thereof, whether at PNC Bank, National Association or otherwise, the “PNC Accounts”), ) by any means other than by (i) filings pursuant to the UCC Uniform Commercial Codes of the relevant state(sState(s), (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions, (iii) filings approved by United States government offices with respect to Intellectual Property or (iiiiv) delivery when applicable, possession by the Administrative Agent in the United States. No Grantor shall be required to the Collateral Trustee (complete any filings or its bailee) to be held in its possession of all Collateral consisting of Instruments, Certificated Securities or Negotiable Documents; provided that, other action with respect to subclause (iii), prior to the Discharge perfection of Revolving Credit Obligations (as defined Security Interests in any jurisdiction outside the Intercreditor Agreement), the Grantors shall only be required to deliver such Collateral that constitutes Revolving Credit Collateral (as defined in the Intercreditor Agreement) to the Collateral Trustee to the extent (but only to the extent) delivery is required at such time under the Revolving Credit Loan Documents (as defined in the Intercreditor Agreement)United States. (dc) It is understood and agreed that the Security Interests in cash, cash accounts and Investment Property Permitted Investments created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses, subject to the provisions of the Control Agreements with respect to such cash and Investment Property.

Perfected First Priority Liens. (a) This Agreement is effective to create in favor of the Collateral Trustee, 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 (cb) of this Section subsection 3.2, the Security Interests granted pursuant to this Security Agreement (i) will constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B), or (C) of this paragraph in favor of the Collateral TrusteeAgent, for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations, upon (A) the filing of all financing statements, in each case, statements naming each Grantor as “debtor” and the Collateral Trustee Agent as “secured party” and describing the Collateral in the applicable filing offices specified in Schedule 3.2(b)offices, (B) delivery to Collateral Trustee (or its bailee) of all Instruments, Chattel PaperPaper and certificated Securities, Certificated Securities and Negotiable Documents, in each case, properly endorsed for together with instruments of transfer or assignment duly executed in blank, (C) in the case of Rolling Stock the ownership of which, under applicable law (including, without limitation, any Motor Vehicle Law), is evidenced by a certificate of title or ownership, the notation of the Security Interest created hereunder noted thereon and (CD) completion of the filing filing, registration and recording of a fully executed agreements agreement substantially in the form hereof (or a supplement hereto) of Annex 3 hereto and containing a description of all Collateral constituting Patents registrations and Trademarks applications for Intellectual Property in the United States Patent and Trademark Office (or any successor office) within the three three-month period (commencing as of the date hereof) or, with respect to all in the case of Collateral constituting Patents registrations and registered Trademarks applications for Intellectual Property acquired after the date hereof, within three months thereafter, thereafter pursuant to 35 USC §261 and all Collateral constituting 15 USC §1060 and the regulations thereunder with respect to United States Patents and United States registered Copyrights and applied for Trademarks; and in the United States Copyright Office (or a successor office) within the one one-month period (commencing as of the date hereof) or, with respect to all in the case of Collateral constituting Copyrights registrations and applications for Intellectual Property acquired after the date hereof, within one month thereafter with respect to United States registered Copyrights pursuant to 35 USC § 261, and 15 USC § 1060, or 17 USC § §205 and the regulations thereunder, thereunder and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than (A) Liens permitted pursuant to Section 10.02 in favor of the secured parties under the Credit Agreement as set forth in the Intercreditor Agreement and (B) Permitted Liens and any equivalent provision of each Other Pari Passu Lien Agreement. (cb) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property), other than as provided in Section 4.4 below with respect to such cash, cash accounts and Investment Property maintained in the Borrower’s accounts at PNC Bank, National Association in existence on the date hereof (such accounts and any replacement thereof, whether at PNC Bank, National Association or otherwise, the “PNC Accounts”), ) by any means other than by (i) filings pursuant to the UCC Uniform Commercial Codes of the relevant state(sState(s), (ii) filings with the registrars of motor vehicles or other appropriate authorities in the relevant jurisdictions, (iii) filings approved by United States government offices with respect to registrations and applications of Intellectual Property or Property, (iiiiv) delivery to in the case of Collateral Trustee (or its bailee) to be held in its possession of all Collateral consisting of that constitutes Tangible Chattel Paper, Instruments, Certificated Securities or Negotiable Documents, possession by the Collateral Agent in the United States, and (v) the obtaining of Control Agreements over Deposit Accounts and Securities Accounts (including, without limitation, those listed on Schedule 8) other than Excluded Accounts; provided thatprovided, however, that each Grantor shall be required to do the following in order to perfect the Security Interests granted under this Security Agreement: (i) comply with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of the Collateral Agent to enforce, the Collateral Agent’s security interest in such Collateral; (ii) obtain governmental and other third party waivers, consents and approvals in form and substance satisfactory to the Collateral Agent, including any consent of any licensor, lessor or other person obligated on the Collateral, (iii) obtain waivers from mortgagees and landlords in form and substance satisfactory to the Collateral Agent, and (iv) take all actions under any earlier versions of the NY UCC or under any other law, as reasonably determined by the Collateral Agent to be applicable. No Grantor shall be required to complete any filings or other action with respect to subclause (iii), prior to the Discharge perfection of Revolving Credit Obligations (as defined Security Interests in any jurisdiction outside the Intercreditor Agreement), the Grantors shall only be required to deliver such Collateral that constitutes Revolving Credit Collateral (as defined in the Intercreditor Agreement) to the Collateral Trustee to the extent (but only to the extent) delivery is required at such time under the Revolving Credit Loan Documents (as defined in the Intercreditor Agreement)United States. (dc) It is understood and agreed that the Security Interests in cash cash, Deposit Accounts and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses, subject to the provisions of the Control Agreements with respect to such cash and Investment Property.

Perfected First Priority Liens. (a) This Agreement is effective to create in favor of the Collateral TrusteeAgent, 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 Agreement (i) will constitute valid and perfected Security Interests in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B), or (C) of this paragraph in favor of the Collateral TrusteeAgent, for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations, upon (A) the filing of all financing statements, in each case, naming each the Grantor as “debtor” and the Collateral Trustee Agent as “secured party” and describing the Collateral in the filing offices specified in Schedule 3.2(b), (B) delivery to Collateral Trustee Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and Negotiable Documents, in each case, properly endorsed for transfer or in blank, and (C) completion of the filing and recording of fully executed agreements in the form hereof (or a supplement hereto) and containing a description of all Collateral constituting Patents and Trademarks in the United States Patent and Trademark Office (or any successor office) within the three month period (commencing as of the date hereof) or, with respect to all Collateral constituting Patents and registered Trademarks acquired after the date hereof, within three months thereafter, and all Collateral constituting registered Copyrights in the United States Copyright Office (or a successor office) within the one month period (commencing as of the date hereof) or, with respect to all Collateral constituting Copyrights acquired after the date hereof, within one month thereafter pursuant to 35 USC § 261, and 15 USC § 1060, or 17 USC § 205 and the regulations thereunder, and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest may be perfected by such filings and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.02 10.2 of the Credit Agreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Agreement (including Security Interests in cash, cash accounts and Investment Property), other than as provided in Section 4.4 below with respect to such cash, cash accounts and Investment Property maintained in the Borrower’s accounts at PNC Bank, National Association in existence on the date hereof (such accounts and any replacement thereof, whether at PNC Bank, National Association or otherwise, the “PNC Accounts”), ) by any means other than (i) filings pursuant to the UCC of the relevant state(s), (ii) filings approved by United States government offices with respect to Intellectual Property or (iii) delivery to the Collateral Trustee Agent (or its bailee) to be held in its possession of all Collateral consisting of Instruments, Certificated Securities or Negotiable Documents; provided that, with respect to subclause (iii), prior to the Discharge of Revolving Credit Obligations (as defined in the Intercreditor Agreement), the Grantors shall only be required to deliver such Collateral that constitutes Revolving Credit Collateral (as defined in the Intercreditor Agreement) to the Collateral Trustee to the extent (but only to the extent) delivery is required at such time under the Revolving Credit Loan Documents (as defined in the Intercreditor Agreement). (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses, subject to the provisions of the Control Agreements with respect to such cash and Investment Property.