Common use of Perfected First Priority Liens Clause in Contracts

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the 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) or (B) of this paragraph) in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for the 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 Agent as “secured party” and describing the Collateral and (B) delivery to the Collateral Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer in blank, in each case included in the Collateral and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 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 included in the Collateral) by any means other than by filings pursuant to the Uniform Commercial Code of the relevant State(s) and delivery to the Collateral Agent (or its bailee) to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments or any Certificated Securities in each case, to the extent included in the Collateral with a fair market value in excess of $1,500,000 individually. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests The security interests granted pursuant to this Security Agreement (ia) upon completion of the filings and other actions specified on Schedule 3 (including obtaining "control" (within the meaning of the applicable Uniform Commercial Code) of Deposit Accounts and Securities Accounts (other than Permitted Unperfected Accounts), Investment Property and, to the extent requested in writing by the Administrative Agent, Letter-of-Credit Rights (which, in the case of all filings and other documents referred to on said Schedule, unless otherwise noted, have been delivered to the Administrative Agent in completed and, where applicable, duly executed form) will constitute valid perfected security interests (to the extent perfection of security interests therein may be perfected by filing of UCC-1 financing statements and/or filings with the United States Patent and perfected Security Interests Trademark Office and United States Copyright Office, possession by the Administrative Agent of the respective Investment Property or "control" of Deposit Accounts and Securities Accounts) in all of the Collateral (as to which perfection may be obtained excluding Letter-of-Credit Rights where written request has not been made by the filings or other actions described in clause (A) or (B) of this paragraphAdministrative Agent) in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured PartiesAdministrative Agent and the Lenders, as collateral security for the such Grantor's Obligations, upon (A) enforceable in accordance with the filing terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor, other than purchasers in the applicable filing offices listed on Schedule I hereto ordinary course of all financing statementsbusiness, in each case, naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral and (B) delivery to the Collateral Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer in blank, in each case included in the Collateral and (iib) are prior to all other Liens on the Collateral other than in existence on the date hereof except for Liens permitted pursuant to Section 10.2 of by the Credit Agreement. (c) Agreement and other Liens which have priority over the Liens granted hereunder on the Collateral by operation of law. Notwithstanding anything to the contrary hereincontained above or elsewhere in this Agreement, no but nonetheless subject to the terms of the Intercreditor Agreement, with respect to Letter-of-Credit Rights where the relevant Grantor has been requested by the Administrative Agent to obtain "control" of same, the respective Grantor shall have a reasonable period of time to comply with such request and such "control" shall not be required if the respective Grantor is unable to perfect obtain any required consents for such "control" after using commercially reasonable efforts to obtain same, and unless and until "control" of the Security Interests granted by respective Letter-of-Credit Rights is obtained in accordance with the above provisions of this Security Agreement Section 4.3 (including Security Interests this sentence), there shall be no violation of any representation or warranty or covenant contained in cash, cash accounts and Investment Property included in the Collateral) by any means other than by filings pursuant to the Uniform Commercial Code of the relevant State(s) and delivery to the Collateral Agent (or its bailee) to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments or any Certificated Securities in each case, to the extent included in the Collateral with this Agreement as a fair market value in excess of $1,500,000 individuallyresult thereof. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

Perfected First Priority Liens. (a) This Security Agreement Each UCC financing statement provided by the Administrative Agent to the Grantors naming any Grantor as a debtor and the Administrative Agent as secured party is effective in appropriate form for filing in the appropriate offices of the states specified on Schedule 3.3 to create in favor the Collateral Disclosure Letter (as such schedule shall be updated from time to time pursuant to Section 4.3) and contains an adequate description of the Collateral Agent, for its benefit and for the benefit purposes of the Secured Parties, legal, valid and enforceable Security Interests perfecting a security interest in the Collateral, subject such Collateral to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject extent that a security interest therein may be perfected by filing pursuant to the limitations set forth in clause (c) of this Section 3.2, the UCC. The Security Interests granted pursuant to this Security Agreement (i) will constitute valid and perfected Security Interests enforceable security interests in all of the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A) or (B) of this paragraph) in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations, upon subject to Permitted Liens. (Ab) When the filing aforementioned financing statements shall have been filed in the applicable filing offices listed on specified in Schedule I hereto of all financing statements, in each case, naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral and (B) delivery 3.3 to the Collateral Agent (or its bailee) Disclosure Letter, the Security Interest will constitute a perfected security interest in all right, title and interest of all Instrumentsthe applicable Grantor named as debtor in such financing statement in the Collateral described therein, Chattel Paper, Certificated Securities and negotiable Documents the power to transfer rights in each case, properly endorsed for transfer in blanksuch Collateral, in each case included in to the Collateral and (ii) are extent that a security interest therein may be perfected by filing pursuant to the UCC prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2 and rights of the Credit Agreementothers therein, except for Permitted Liens. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property included in the Collateral) by any means other than by filings pursuant to the Uniform Commercial Code of the relevant State(s) and delivery to the Collateral Agent (or its bailee) to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments or any Certificated Securities in each case, to the extent included in the Collateral with a fair market value in excess of $1,500,000 individually[Reserved]. (d) It is understood [Reserved]. (e) When the applicable Grantor shall have delivered any Certificated Securities constituting Collateral (together with an Effective Endorsement and agreed that Assignment) to the Administrative Agent, the Security Interests Interest will constitute a perfected security interest in cash all right, title and Investment Property created hereunder shall not prevent interest of the Grantors from using applicable Grantor in such assets Certificated Securities, and the power to transfer rights in the ordinary course such Certificated Securities, prior to all other Liens and rights of their respective businessesothers therein and subject to no adverse claims, except for Permitted Liens.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the The Security Interests granted pursuant to this Security Agreement (i) will constitute valid and perfected Security Interests enforceable security interests in all of the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A) or (B) of this paragraph) in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for the Obligations, upon . (Ab) When (i) UCC financing statements containing an adequate description of the filing Collateral shall have been filed in the applicable filing offices listed on specified in Schedule I hereto of all financing statements, in each case, naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral and (B) delivery to the Collateral Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer in blank, in each case included in the Collateral 3.3 and (ii) certificates evidencing the Capital Stock pledged pursuant to the Security Documents (together with an undated power for each such certificate duly executed in blank by the registered owner thereof), are delivered to the Administrative Agent, the Security Interests will constitute first priority perfected security interests in all right, title and interest of such Grantor in the Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC or delivery of certificates, prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2 and rights of the Credit Agreementothers therein except for Permitted Liens. (c) Notwithstanding anything to When each Copyright security agreement has been filed with the contrary hereinUnited States Copyright Office, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests will constitute first priority perfected security interests in cashall right, cash accounts title and Investment Property included interest of such Grantor in the Collateral) by any means Intellectual Property therein described, prior to all other than by filings pursuant to the Uniform Commercial Code Liens and rights of the relevant State(s) and delivery to the Collateral Agent (or its bailee) to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments or any Certificated Securities in each case, to the extent included in the Collateral with a fair market value in excess of $1,500,000 individuallyothers therein except for Permitted Liens. (d) It When each control agreement has been executed and delivered to the Administrative Agent (or to the extent the Administrative Agent is understood and agreed that a depositary bank with respect to the Deposit Accounts), the Security Interests will constitute first priority perfected security interests in cash all right, title and Investment Property created hereunder shall not prevent the Grantors from using interest of such assets Grantor in the ordinary course such Deposit Accounts and Securities Accounts, as applicable, subject thereto, prior to all other Liens and rights of their respective businessesothers therein and subject to no adverse claims except for Permitted Liens.

Perfected First Priority Liens. (a) This Guaranty and Security Agreement is effective to create creates a legal and valid security interest on and in favor all of the Collateral Agentin which any Grantor now have rights, for its benefit and for upon the benefit taking of the Secured PartiesRequired Actions described below, legalLender shall have a fully perfected security interest in all of the Collateral in which any Grantor now have rights, subject only to the Permitted Liens, to the extent a security interest can be perfected by the taking of the Required Actions. This Guaranty and Security Agreement will create a legal and valid and enforceable Security Interests fully perfected security interest in the CollateralCollateral in which any Grantor later acquires rights, when such Grantor acquires those rights, subject only to the effects of bankruptcyPermitted Liens, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) extent a security interest can be perfected by the taking of this Section 3.2the Required Actions, the Security Interests The security interests granted pursuant to this Guaranty and 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) or (B) of this paragraph) in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for the 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 Agent as “secured party” and describing the Collateral and (B) delivery to the Collateral Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer in blank, in each case included in the Collateral and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2 of in existence on 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 included in the Collateral) by any means other than by filings pursuant to the Uniform Commercial Code of the relevant State(s) and delivery to the Collateral Agent (or its bailee) to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments or any Certificated Securities in each casedate hereof except for Permitted Liens, to the extent included a perfected first priority security interest in the Collateral with a fair market value can be created by the taking of the Required Actions. For purposes hereof, "REQUIRED ACTIONS" means (i) the filing of Uniform Commercial Code financing statements 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 all jurisdictions in the ordinary course United States where such filings are necessary or desirable to perfect and protect the Lender's security interest in the Collateral, (ii) delivery of their respective businessesnotices to each bank, savings and loan association, credit union or like organization located in California where a Grantor maintains a Deposit Account, (iii) delivery of certificates (and where necessary or desirable, stock powers in blank) representing the Pledged Stock to Lender, (iv) delivery of each Instrument to Lender, (v) execution and delivery of a control agreement with each securities intermediary where a Grantor maintains a securities account (as such terms are defined in the UCC), and (vi) filing of Assignments for Security (Trademarks) with the United States Patent and Trademark Office. Upon Lender's reasonable request, Grantors will take such other actions necessary or desirable to perfect and protect such security interest.

Perfected First Priority Liens. (ai) This Security As of the date hereof, this Agreement is effective to create create, as collateral security for the Obligations, valid and enforceable Liens on the Collateral in favor of the Collateral Administrative Agent, for its benefit and for the benefit of the Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of except as enforceability may be affected by bankruptcy, insolvency or insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ ' rights generally and generally, general equitable principlesprinciples (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (bii) Subject As of the date hereof, except with respect to Liens upon Trademarks and Trademark Licenses, which Liens, to the limitations set forth extent not otherwise perfected by the filing of financing statements under the Code in clause accordance herewith, would, in the case of Trademarks listed in Schedule I hereto, or may, in the case of Trademark Licenses listed in Schedule I hereto, be perfected upon the filing, acceptance and recordation thereof in the United States Patent and Trademark Office, upon filing of the financing statements delivered to the Administrative Agent by the Grantor on the Effective Date in the jurisdictions listed on Schedule 5.15 to the Credit Agreement (cwhich financing statements are in proper form for filing in such jurisdictions) (and the recording of this Section 3.2Agreement in the United States Patent and Trademark Office, and the Security Interests granted making of filings after the Effective Date in any other jurisdiction in the United States as may be necessary under any Requirement of Law) the Liens created pursuant to this Security Agreement (i) will constitute valid and perfected Security Interests Liens on the Collateral in the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A) or (B) of this paragraph) United States in favor of the Collateral Agent, Administrative Agent for the ratable benefit of the Secured Parties, as collateral security for the 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 Agent as “secured party” and describing the Collateral and (B) delivery to the Collateral Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer in blank, in each case included in the Collateral and (ii) are which Liens will be prior to all other Liens on of all other Persons with respect to the Collateral other than Collateral, except for Liens permitted pursuant to Section 10.2 the Loan Documents (including, without limitation, those permitted to exist pursuant to subsection 8.3 of the Credit Agreement. ), and which Liens are enforceable as such against all creditors of and purchasers (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 included in the Collateral) by any means other than by filings pursuant to the Uniform Commercial Code of the relevant State(s) and delivery to the Collateral Agent (or its bailee) to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments or any Certificated Securities in each case, except to the extent included that the recording of an assignment or other transfer of title to the Administrative Agent in the Collateral with a United States Patent and Trademark Office may be necessary for such enforceability) 5 5 from the Grantor, except as such enforcement may be limited by 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) or by an implied covenant of good faith and fair market value in excess of $1,500,000 individuallydealing. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

Perfected First Priority Liens. (a) This Security Agreement Each financing statement naming any Grantor as a debtor is effective to create in favor appropriate form for filing in the appropriate filing offices of the Collateral Agent, for its benefit and for the benefit of the Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the states specified on Schedule 3.6. The Security Interests granted pursuant to this Security Agreement (ia) will constitute valid and perfected Security Interests security interests in all of the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A) or (B) of this paragraph) in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for the Obligations, upon and (Ab): (i) when UCC financing statements containing an adequate description of the filing in Collateral, the applicable filing offices listed on Schedule I hereto correct name of all financing statements, in each case, naming each the Grantor as “debtor” and the name of the Collateral Agent as “secured party” shall have been filed in the offices specified in Schedule 3.6, the Security Interests will constitute perfected security interests in all right, title and describing the Collateral and (B) delivery to the Collateral Agent (or its bailee) interest of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer in blank, in each case included such Grantor in the Collateral and (ii) are to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all other Liens on and rights of others therein except for Permitted Liens; (ii) when each Copyright security agreement has been filed with the Collateral other than Liens permitted pursuant to Section 10.2 of the Credit Agreement. (c) Notwithstanding anything to the contrary hereinUnited States Copyright Office, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests will constitute perfected security interests in cashall right, cash accounts title and Investment Property included interest of such Grantor in the CollateralIntellectual Property therein described, prior to all other Liens and rights of others therein except for Permitted Liens; and (iii) by any means other than by filings pursuant to the Uniform Commercial Code of the relevant State(s) when each Control Agreement has been executed and delivery delivered to the Collateral Agent (or its bailee) to be held in its possession of all Collateral consisting of Tangible Chattel PaperAgent, Instruments or any Certificated Securities in each case, to the extent included in the Collateral with a fair market value in excess of $1,500,000 individually. (d) It is understood and agreed that the Security Interests will constitute perfected security interests in cash all right, title and Investment Property created hereunder shall not prevent interest of the Grantors from using such assets in the ordinary course Deposit Accounts and/or Securities Accounts (as applicable) subject thereto, prior to all other Liens and rights of their respective businessesothers therein and subject to no adverse claims except for Permitted Liens and customary Liens in favor of the depositary at which such Deposit Accounts are maintained to secure customary fees payable in respect of the maintenance of such Deposit Accounts, overdrafts and advances by such depositary in honoring checks, drafts or similar instruments deposited by the applicable Grantor and made in favor of such Grantor by third-parties.

Perfected First Priority Liens. Except for Deposit Accounts and for securities accounts, assets credited thereto and security entitlements in respect thereof, in each case as to which Section 5.5 hereof does not require the delivery of a control agreement, the security interests granted pursuant to this Agreement (a) This Security Agreement is effective upon completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to create on said Schedule and required to be delivered hereunder, have been delivered to the Administrative Agent in completed and duly executed form) will constitute valid perfected security interests in all of the Collateral for which a lien can be perfected by the filing of a financing statement or by control or filings with the United States Patent and Trademark Office or the United States Copyright Office in favor of the Collateral Administrative Agent, for its benefit and for the benefit of the Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests granted pursuant to this Security Agreement (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) of this paragraph) in favor of the Collateral Agent, for the ratable benefit of the Secured PartiesCreditors, as collateral security for the such Grantor’s Obligations, upon (A) enforceable in accordance with the filing terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor and except buyers in the applicable filing offices listed on Schedule I hereto ordinary course that take free of all financing statements, in each case, naming each Grantor as “debtor” and liens pursuant to the Collateral Agent as “secured party” and describing the Collateral UCC and (B) delivery to the Collateral Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer in blank, in each case included in the Collateral and (iib) are prior to all other Liens on the Collateral other than in existence on the date hereof except for Liens permitted pursuant to Section 10.2 of by the Credit Agreement. (c) Notwithstanding anything . Upon the delivery to and continuing possession by the contrary hereinAdministrative Agent in accordance with the UCC of the certificates identified on Schedule 2 and related stock powers, no Grantor shall be required all actions necessary to perfect the Security Interests granted by security interest created under this Security Agreement (including Security Interests in cashAgreement, cash accounts and Investment Property included so far as perfection is possible under relevant law, in the Collateral) by any means other than by filings pursuant to the Uniform Commercial Code certificates identified on Schedule 2 shall have been duly taken, and this Agreement creates in favor of the relevant State(s) and Administrative Agent for the benefit of the Secured Creditors a valid and, together with delivery to and continuing possession by the Collateral Administrative Agent (or its bailee) to be held in its possession accordance with the UCC of all Collateral consisting of Tangible Chattel Paperthe certificates identified on Schedule 2 and related stock powers, Instruments or any Certificated Securities in each caseperfected, to the extent included so far as perfection is possible under relevant law, security interest in the certificates identified on Schedule 2, for the benefit of the Secured Creditors, as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral with a fair market value in excess of $1,500,000 individually. (d) It is understood from such Grantor and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets except buyers in the ordinary course that take free of their respective businessesliens pursuant to the UCC.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) This Security Agreement is effective upon completion of the filings and other actions specified on Schedule 3 (including obtaining "control" (within the meaning of the applicable Uniform Commercial Code) of Deposit Accounts and Securities Accounts (other than Permitted Unperfected Accounts), Investment Property and, to create the extent requested in favor of writing by the Collateral Agent, for its benefit and for the benefit of the Secured PartiesLetter-of-Credit Rights (which, legal, valid and enforceable Security Interests in the Collateralcase of all filings and other documents referred to on said Schedule, subject unless otherwise noted, have been delivered to the effects of bankruptcyCollateral Agent in completed and, 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 3.2where applicable, the Security Interests granted pursuant to this Security Agreement (iduly executed form) will constitute valid perfected security interests (to the extent perfection of security interests therein may be perfected by filing of UCC-1 financing statements and/or filings with the United States Patent and perfected Security Interests Trademark Office and United States Copyright Office, possession by the Collateral Agent of the respective Investment Property or "control" of Deposit Accounts and Securities Accounts) in all of the Collateral (as to which perfection may be obtained excluding Letter-of-Credit Rights where written request has not been made by the filings or other actions described in clause (A) or (B) of this paragraphCollateral Agent) in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for the such Grantor's Obligations, upon (A) enforceable in accordance with the filing terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor, other than purchasers in the applicable filing offices listed on Schedule I hereto ordinary course of all financing statementsbusiness, in each case, naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral and (B) delivery to the Collateral Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer in blank, in each case included in the Collateral and (iib) are prior to all other Liens on the Collateral other than in existence on the date hereof except for Liens permitted pursuant to Section 10.2 by the Note Documents and other Liens which have priority over the Liens granted hereunder on the Collateral by operation of the Credit Agreement. (c) law. Notwithstanding anything to the contrary hereincontained above or elsewhere in this Agreement, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property included in the Collateral) by any means other than by filings pursuant but nonetheless subject to the Uniform Commercial Code terms of the Intercreditor Agreement, with respect to Letter-of-Credit Rights where the relevant State(s) and delivery to Grantor has been requested by the Collateral Agent (or its bailee) to be held in its possession obtain "control" of all Collateral consisting same, the respective Grantor shall have a reasonable period of Tangible Chattel Paper, Instruments or any Certificated Securities in each case, time to the extent included in the Collateral comply with a fair market value in excess of $1,500,000 individually. (d) It is understood such request and agreed that the Security Interests in cash and Investment Property created hereunder such "control" shall not prevent be required if the Grantors from respective Grantor is unable to obtain any required consents for such "control" after using such assets commercially reasonable efforts to obtain same, and unless and until "control" of the respective Letter-of-Credit Rights is obtained in accordance with the ordinary course above provisions of their respective businessesthis Section 4.3 (including this sentence), there shall be no violation of any representation or warranty or covenant contained in this Agreement as a result thereof.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) This Security Agreement is effective (i) upon completion of the filings and other actions specified on Schedule 3 (which have been delivered to create the Administrative Agent in completed and duly executed form) will constitute valid perfected security interests in favor of the Collateral Agent, for its benefit and for the benefit of the 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) or (B) of this paragraph) in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, in those types of Collateral in which a security interest may be perfected by the filing of financing statements (other than fixtures), (ii) upon the completion of the filings and other actions contemplated under clause (i) above and the filing and recordation of short-form intellectual property security agreements substantially in the form of Annex I attached hereto with the United States Patent and Trademark Office or the United States Copyright Office, as collateral applicable, with respect to Collateral consisting of United States federally issued, registered and applied-for Patents, Trademarks and Copyrights and exclusive Copyright Licenses to United States federally registered Copyrights under which such Grantor is the licensee (collectively, the “Recordable Intellectual Property”), will constitute valid perfected security interests in favor of the Administrative Agent, for the Obligationsratable benefit of the Secured Parties, upon (A) the filing in the applicable filing offices listed on Schedule I hereto Collateral consisting of all financing statementsRecordable Intellectual Property to the extent a security interest may be perfected by such filings and (iii) upon delivery to the Administrative Agent of certificates representing the Pledged Securities, indorsed in blank by an effective indorsement or accompanied by undated stock powers with respect thereto duly indorsed in blank by an effective indorsement, will constitute valid perfected security interests in favor of the Administrative Agent, for the ratable benefit of the Lenders, in the Pledged Securities, in each case, naming each as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor as “debtor” and any Persons purporting to purchase any such Collateral from such Grantor, to the extent a security interest on such Collateral Agent as “secured party” and describing the Collateral can be perfected by control and (B) delivery to the Collateral Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer in blank, in each case included in the Collateral and (iib) are prior to all other Liens on such Collateral in existence on the Collateral other than date hereof except for unrecorded Liens permitted pursuant to by the Credit Agreement which have priority over the Liens on such Collateral by operation of law and, except in the case of Pledged Stock, Liens permitted by Section 10.2 7.3 of the Credit Agreement. (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 included in the Collateral) by any means other than by filings pursuant to the Uniform Commercial Code of the relevant State(s) and delivery to the Collateral Agent (or its bailee) to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments or any Certificated Securities in each case, to the extent included in the Collateral with a fair market value in excess of $1,500,000 individually. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

Perfected First Priority Liens. Subject to the Pari Passu Intercreditor Agreement, the security interests granted pursuant to this Agreement, upon completion of the filings and other actions specified on Schedule 3 (all of which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Notes Collateral Agent (or to the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement) pursuant to the terms of the Pari Passu Intercreditor Agreement) in duly completed and, if applicable, duly executed form), (a) This Security Agreement will constitute valid perfected security interests (except Money which is effective not in the possession of the Notes Collateral Agent or as expressly provided herein and except to create the extent perfection is not required by this Agreement) in all of the Collateral subject hereto on the date hereof in favor of the Collateral Agent, for its benefit and for the benefit of the Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests granted pursuant to this Security Agreement (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) of this paragraph) in favor of the Notes Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for the such Grantor’s Secured 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 (Asubject to the effects of bankruptcy, insolvency, fraudulent conveyance, 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) the filing in the applicable filing offices listed on Schedule I hereto and an implied covenant of all financing statementsgood faith and fair dealing) other than Ordinary Course Transferees, in each case, naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral and (B) delivery to the Collateral Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer in blank, in each case included in the Collateral and (iib) are prior to all other Liens on the Collateral other than in existence on the date hereof, except for Liens permitted pursuant to by Section 10.2 4.12 of the Credit Agreement. (c) Notwithstanding anything to Indenture which have priority over, or are pari passu with, 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 included in Liens on the Collateral) by any means other than by filings pursuant to the Uniform Commercial Code of the relevant State(s) and delivery to the Collateral Agent (or its bailee) to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments or any Certificated Securities in each case, to the extent included in the Collateral with a fair market value in excess of $1,500,000 individually. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

Perfected First Priority Liens. (a) This Security Agreement Each Grantor is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principlesa Transmitting Utility. (b) Subject to Each financing statement naming any Grantor as a debtor is in appropriate form for filing in the limitations set forth in clause (c) appropriate filing offices of this Section 3.2, the states specified on Schedule 3.4. The Security Interests granted pursuant to this Security Agreement (i) will constitute valid and perfected Security Interests security interests in all of the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A) or (B) of this paragraph) in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for the Obligations, upon and (ii): (A) when UCC financing statements containing an adequate description of the filing Collateral, the correct name of Grantor and the name of Administrative Agent shall have been filed in the applicable filing offices listed on specified in Schedule I hereto 3.4, the Security Interests will constitute valid first perfected security interests in all right, title and interest of all financing statements, in each case, naming each such Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral and (B) delivery to the Collateral Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer in blank, in each case included in the Collateral and (ii) are to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all other Liens on and rights of others therein except for Permitted Liens; (B) when each Patent Security Agreements, Trademark Security Agreements and/or Copyright Security Agreements has been filed with the Collateral other than Liens permitted pursuant to Section 10.2 of United States Patent and Trademark Office or the Credit Agreement. (c) Notwithstanding anything to the contrary hereinUnited States Copyright Office, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests will constitute valid first perfected security interests in cashall right, cash accounts title and Investment Property included interest of such Grantor in the CollateralIntellectual Property therein described, prior to all other Liens and rights of others therein except for Permitted Liens; (C) by any means other than by filings pursuant when each Control Agreement has been executed and delivered to the Uniform Commercial Code of the relevant State(s) and delivery to the Collateral Agent (or its bailee) to be held in its possession of all Collateral consisting of Tangible Chattel PaperAdministrative Agent, Instruments or any Certificated Securities in each case, to the extent included in the Collateral with a fair market value in excess of $1,500,000 individually. (d) It is understood and agreed that the Security Interests will constitute valid first perfected security interests in cash all right, title and Investment Property created hereunder shall not prevent the interest of Grantors from using such assets in the ordinary course Deposit Accounts and/or Securities Accounts (as applicable) subject thereto, prior to all other Liens and rights of their respective businessesothers therein and subject to no adverse claims except for Permitted Liens and customary Liens in favor of the depositary at which such Deposit Accounts are maintained; and (D) when each stock power has been executed and delivered to Administrative Agent, together with the certificates evidencing the Capital Stock comprising part of the Collateral, the Security Interests will constitute valid first perfected security interests in all right, title and interest of such Grantor in the Capital Stock, prior to all other Liens and rights of others therein except for Permitted Liens.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests The security interests granted pursuant to this Security Agreement (i) upon completion of the fillings and other actions specified on Schedule 3 (x) will constitute valid and perfected Security Interests security interests in all of the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A) or (B) of this paragraphthan Intellectual Property) in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for the such Grantor’s Obligations, upon (A) enforceable in accordance with the filing terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor, to the extent a security interest therein may be perfected by filing, recording or registration in the applicable filing offices listed on Schedule I hereto United States pursuant to the New York UCC, (y) will constitute valid perfected security interests in all of the Collateral constituting of Intellectual Property in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof against all financing statementscreditors of such Grantor and any Persons, purporting to purchase any Collateral from such Grantor, to the extent a security interest therein may be perfected by filings to be made in the United States Patent and Trademark Office and the United States Copyright Office, and (z) will constitute valid perfected security interests in each caseCollateral Deposit Account in favor of the Administrative Agent, naming each Grantor for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof upon the Administrative Agent obtaining “debtorcontrol” and of such Collateral Deposit Account for purposes of the Collateral Agent as “secured party” and describing the Collateral and (B) delivery to the Collateral Agent (or its bailee) of all InstrumentsNew York UCC, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer in blank, in each case included in the Collateral and (ii) are prior to all other Liens on the Collateral other than in existence on the date hereof except for Liens permitted by the Term Loan Agreement which have priority over the Liens on the Collateral by operation of law (including the priority rues under the New York UCC) or which, in the case of Collateral consisting of Pledged Equity and Pledged Debt, are nonconsensual Liens permitted pursuant to Section 10.2 of the Credit Agreement. (c) Notwithstanding anything Term Loan Agreement to be prior to the contrary hereinsecurity interests granted pursuant to this Agreement or which, 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 included in the Collateral) by any means case of Collateral other than by filings Pledged Equity and Pledged Debt, are permitted pursuant to the Uniform Commercial Code of the relevant State(s) and delivery Term Loan Agreement to be prior to the Collateral Agent (or its bailee) security interests granted pursuant to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments or any Certificated Securities in each case, to the extent included in the Collateral with a fair market value in excess of $1,500,000 individuallythis 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.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor favour of the Collateral Agent, for its benefit and for the benefit of the Canadian 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 in the province of Ontario, this Security Agreement shall create a fully perfected Lien on and security interest in the Pledged Collateral, securing the payment of the Obligations (or the U.K. Obligations, as applicable), in favor of the Collateral Agent for the benefit of the Canadian 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 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 (BC) of this paragraph) in favor favour of the Collateral Agent, for the ratable benefit of the Canadian Secured Parties, as collateral security for the Obligations, upon (A) the completion of the filing in the applicable filing offices listed on Schedule I hereto of all financing statements, in each case, naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral and Collateral, (B) delivery to the Collateral Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer in blankto the Collateral Agent or the Term Collateral Agent, acting as agent for the Collateral Agent for the purposes of perfection of all ABL Priority Collateral, in each case included accordance with the Intercreditor Agreement, or in blank and (C) completion of the filing, registration and recording of a fully executed agreement in the form hereof (or a supplement hereto) and containing a description of all Collateral constituting Canadian registered Trademarks, applications for Trademark Registration, Patents, or Patent applications in the Canadian Intellectual Property Office (or any successor office) within the three month period (commencing as of the date hereof) and all Collateral (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2 Excluded Perfection Assets) constituting Canadian registered Copyrights in the Canadian Intellectual Property Office (or any successor office) within the one month period (commencing as of the Credit Agreement. (c) Notwithstanding anything to the contrary hereinapplicable date of acquisition or filing), no Grantor shall provided, however, that additional filings may be required to perfect the Security Interests granted by security interest in any Intellectual Property acquired after the date hereof. Nothing in this Security Agreement (including Security Interests in cash, cash accounts and Investment Property included in the Collateral) by shall be deemed to require any means other than by filings pursuant Grantor to the Uniform Commercial Code of the relevant State(s) and delivery prepare any documents or otherwise take any action to perfect the Collateral Agent (or its bailee) to be held Agent’s security interest in its possession any Intellectual Property outside of all Collateral consisting of Tangible Chattel Paper, Instruments or any Certificated Securities in each case, to the extent included in the Collateral with a fair market value in excess of $1,500,000 individuallyCanada. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

Perfected First Priority Liens. Each financing statement naming any Grantor as a debtor and the Administrative Agent as secured party is in appropriate form for filing in the appropriate offices of the states specified on Schedule 3.6 to the Collateral Disclosure Letter (aas such schedule shall be updated from time to time pursuant to Section 4.3) This Security Agreement is effective to create in favor and contains an adequate description of the Collateral Agent, for its benefit and for the benefit purposes of the Secured Parties, legal, valid and enforceable Security Interests perfecting a security interest in the Collateral, subject such Collateral to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject extent that a security interest therein may be perfected by filing pursuant to the limitations set forth in clause (c) of this Section 3.2, the UCC. The Security Interests granted pursuant to this Security Agreement (i) will constitute valid and perfected Security Interests enforceable security interests in all of the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A) or (B) of this paragraph) in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations, upon (A) the filing Security Interest 10 60010211_5 will constitute a perfected security interest in all right, title and interest of the applicable Grantor named as debtor in such financing statement in the applicable filing offices listed on Schedule I hereto of all financing statementsCollateral described therein, in each case, naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral and (B) delivery power to the Collateral Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents transfer rights in each case, properly endorsed for transfer in blanksuch Collateral, in each case included in to the Collateral and (ii) are extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all other Liens on and rights of others therein, except for Permitted Liens. When the Collateral other than Liens permitted pursuant applicable Controlled Depositary, the Administrative Agent and the applicable Grantor have Authenticated a record providing that the applicable Controlled Depositary will comply with instructions originated by the Administrative Agent directing disposition of funds in the Deposit Account subject to Section 10.2 such record without any further consent by the applicable Grantor (such a record, a “Deposit Account Control Agreement”), the Security Interest will constitute a perfected security interest in all right, title and interest of the Credit applicable Grantor in such Deposit Account, and the power to transfer rights in such Deposit Account, in each case prior to all other Liens and rights of others therein and subject to no adverse claims, except for Permitted Liens. When the applicable Controlled Intermediary, the Administrative Agent and the applicable Grantor have Authenticated a record providing that the applicable Controlled Intermediary will comply with instructions originated by the Administrative Agent directing disposition of funds in the Securities Account subject to such record without any further consent by the applicable Grantor (such a record, a “Securities Account Control Agreement. (c) Notwithstanding anything ”), the Security Interest will constitute a perfected security interest in all right, title and interest of the applicable Grantor in such Securities Account, and the power to transfer rights in such Securities Account, in each case prior to all other Liens and rights of others therein and subject to no adverse claims, except for Permitted Liens. When the contrary herein, no applicable Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cashhave delivered any Instruments, cash accounts and Investment Property included in the Collateral) by any means other than by filings pursuant to the Uniform Commercial Code of the relevant State(s) and delivery to the Collateral Agent (or its bailee) to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments money or any Certificated Securities (together with an Effective Endorsement and Assignment in each case, the case of Instruments and Certificated Securities) to the extent included in the Collateral with a fair market value in excess of $1,500,000 individually. (d) It is understood and agreed that Administrative Agent, the Security Interests Interest will constitute a perfected security interest in cash all right, title and Investment Property created hereunder shall not prevent interest of the Grantors from using applicable Grantor in such assets Instruments, Tangible Chattel Paper, money or Certificated Securities, and the power to transfer rights in the ordinary course such Instruments, Tangible Chattel Paper, money or Certificated Securities, prior to all other Liens and rights of their respective businessesothers therein and subject to no adverse claims, except for Permitted Liens.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the 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 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 (or the U.K. Obligations, as applicable), 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) constitute and will continue to constitute legal, valid and perfected Security Interests in the Collateral and (other than Excluded Perfection Assets as to which perfection may be obtained by the filings or other actions described in clause (A), (B) or (BC) 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 Obligations under this Security Agreement) in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for the Obligations, upon as a result of (A) the completion of the filing in the applicable filing offices listed on Schedule I hereto of all financing statements, in each case, naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral and Collateral, (B) the delivery to the Collateral Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer in blankto the Collateral Agent or the ABL Collateral Agent, acting as agent for the Collateral Agent the purposes of perfection of all ABL Priority Collateral, in each case included accordance with the Intercreditor Agreement, or in blank and (C) the completion of the filing, registration and recording of a fully executed agreement in the form hereof (or a supplement hereto) and containing a description of all Collateral constituting United States registered Trademarks, applications for Trademark Registration, Patents, or Patent applications in the United States Patent and Trademark Office (iior any successor office) are prior to within the three month period (commencing as of the date of the Original Security Agreement) and all other Liens on the Collateral (other than Liens permitted pursuant to Section 10.2 Excluded Perfection Assets) constituting United States registered Copyrights in the United States Copyright Office (or any successor office) within one month period (commencing as of the Credit Agreement. (c) Notwithstanding anything to the contrary hereinapplicable date of acquisition or filing), no Grantor shall provided, however, that additional filings may be required to perfect the Security Interests granted by this Security Agreement (including Security Interests security interest in cash, cash accounts and Investment any Intellectual Property included in acquired after the Collateral) by any means other than by filings pursuant to the Uniform Commercial Code date of the relevant State(s) and delivery Original Security Agreement. Nothing in this Agreement shall be deemed to require any Grantor to prepare any documents or otherwise take any action to perfect the Collateral Agent (or its bailee) to be held Agent’s security interest in its possession any Intellectual Property outside of all Collateral consisting of Tangible Chattel Paper, Instruments or any Certificated Securities in each case, to the extent included in the Collateral with a fair market value in excess of $1,500,000 individuallyUnited States. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) This Security Agreement is effective upon completion of the filings and other actions specified on Schedule 2 (exclusive of any filings or other actions required to create perfect a security interest in the Pledged Equity of any Foreign Subsidiary in any jurisdiction outside of the United States) (which, in the case of all filings and other documents referred to on Schedule 2, have been delivered to the Administrative Agent in completed and duly executed form) and payment of all necessary filing fees will constitute valid perfected security interests in all of the Collateral in favor of the Collateral Administrative Agent, for its benefit and for the benefit of itself and the Secured PartiesLenders as collateral security for each Grantor’s Obligations, legal, valid and enforceable Security Interests in accordance with the Collateral, terms hereof (subject to the effects of bankruptcy, insolvency or insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and generally, general equitable principles. principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing) against all creditors of each Grantor and any Persons purporting to purchase any Collateral from each Grantor and (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests granted pursuant to this Security Agreement (i) 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) of this paragraph) in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for the 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 Agent as “secured party” and describing the Collateral and (B) delivery to the Collateral Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer in blank, in each case included in the Collateral and (ii) are prior to all other Liens on the Collateral in existence on the date hereof except for Permitted Liens for which priority is accorded under applicable law. Subject to the payment of all necessary filing fees, the filings and other than Liens permitted pursuant actions specified on Schedule 2 (exclusive of any filings or other actions required to Section 10.2 perfect a security interest in the Pledged Equity of any Foreign Subsidiary in any jurisdiction outside of the Credit Agreement. (cUnited States) Notwithstanding constitute all of the filings and other actions necessary to perfect all security interests granted hereunder; provided, that notwithstanding anything contained in this Agreement to the contrary hereincontrary, in no event shall any Grantor shall be required to file, register, record or otherwise perfect any lien or security interest in any jurisdiction outside of the Security Interests granted by this Security Agreement United States with respect to the Pledged Equity of any Person (including Security Interests in cash, cash accounts and Investment Property included in the Collateral) by any means other than by filings pursuant to the Uniform Commercial Code any of the relevant State(sforegoing required in connection with the Pledged Equity of Kids Line UK LTD and Kids Line Australia Pty. LTD) and delivery to the Collateral Agent (or its bailee) to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments or any Certificated Securities in each case, to the extent included in the Collateral with a fair market value until such time as such Person has revenue in excess of $1,500,000 individually500,000. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests The security interests granted pursuant to this Security Agreement (ia) upon completion of the filings and other actions specified on Schedule 4.2(a) within the time periods prescribed by applicable law (all of which, in the case of all filings and other documents listed on such schedule, have been delivered to the Collateral Trustee in duly completed and duly executed form, as applicable, and may be filed by or on behalf of the Collateral Trustee at any time) and payment of all filing fees, will constitute valid valid, perfected security interests (with respect to Intellectual Property, if and perfected Security Interests to the extent perfection may be achieved by the filing of UCC financing statements and/or security agreements in the United States Patent and Trademark Office and the United States Copyright Office) in all of the Collateral (as to which perfection may be obtained by other than the filings or other actions described in clause (A) or (B) of this paragraphExcluded Perfection Assets) in favor of the Collateral AgentTrustee, for the ratable benefit of the Secured Parties, as collateral security for the such Pledgor’s Priority Lien Obligations and such Guarantor’s Priority Lien Obligations and Parity Lien Obligations, upon (A) as applicable, enforceable in accordance with the filing in the applicable filing offices listed on Schedule I hereto terms hereof and of all financing statements, in each case, naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing Trust Agreement; provided, however, that additional filings may be necessary to perfect the Collateral and Trustee’s security interest in any After-Acquired Intellectual Property, (Bb) delivery are, to the extent that such Liens have been granted to the Collateral Agent (or its bailee) Trustee for the benefit of all Instrumentsthe Priority Lien Secured Parties, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer in blank, in each case included in the Collateral and (ii) are prior to all other Liens on the Collateral except for prior Liens not prohibited by any of the Secured Debt Documents and (c) are, to the extent that such Liens have been granted to the Collateral Trustee for the benefit of the Parity Lien Secured Parties, prior to all other than Liens permitted pursuant on the Collateral except for the prior Liens for the benefit of the Priority Lien Secured Parties and for Liens not prohibited by any of the Secured Debt Documents. Without limiting the foregoing and subject to Section 10.2 5.13 of the Credit Agreement. , each Guarantor and Pledgor has taken all actions necessary, including those specified in Section 5.1, to: (ci) Notwithstanding anything to establish the contrary herein, no Grantor shall be required to perfect Collateral Trustee’s “control” (within the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Property included that is Collateral constituting Certificated Securities, Uncertificated Securities, Securities Accounts, Securities Entitlements or Commodity Accounts, (ii) establish the Collateral Trustee’s “control” (within the meaning of Section 9-104 of the New York UCC) over all Deposit Accounts that are Collateral, (iii) establish the Collateral Trustee’s “control” (within the meaning of Section 9-107 of the New York UCC) over all Letter of Credit Rights that are Collateral, (iv) establish the Collateral Trustee’s control 39 US-DOCS\104213874.12 (within the meaning of Section 9-105 of the New York UCC) over all Electronic Chattel Paper and (v) establish the Collateral Trustee’s “control” (within the meaning of Section 16 of the Uniform Electronic Transaction Act as in effect in the applicable jurisdiction (the “UETA”)) over all “transferable records” (as defined in UETA) that are Collateral) by any means other than by filings pursuant to the Uniform Commercial Code of the relevant State(s) and delivery to the Collateral Agent (or its bailee) to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments or any Certificated Securities in each case, to the extent included in the Collateral with a fair market value in excess of $1,500,000 individually. (d) It is understood and agreed ; provided that the Security Interests in cash and Investment Property created hereunder foregoing representation shall not prevent the Grantors from using such assets in the ordinary course of their respective businessesapply to any Excluded Perfection Assets.

Perfected First Priority Liens. (a) This Security Agreement Each financing statement naming any Grantor as a debtor is effective to create in favor appropriate form for filing in the appropriate filing offices of the Collateral Agent, for its benefit and for the benefit of the Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the states specified on Schedule 3.6. The Security Interests granted pursuant to this Security Agreement (ia) will constitute valid and perfected Security Interests security interests in all of the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A) or (B) of this paragraph) in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for the Obligations, upon and (Ab): (i) when UCC financing statements containing an adequate description of the filing Collateral, the correct name of the Grantor and the name of the Administrative Agent shall have been filed in the applicable filing offices listed on specified in Schedule I hereto 3.6, the Security Interests will constitute perfected security interests in all right, title and interest of all financing statements, in each case, naming each such Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral and (B) delivery to the Collateral Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer in blank, in each case included in the Collateral and (ii) are to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all other Liens on and rights of others therein except for Permitted Liens; (ii) when each Copyright security agreement has been filed with the Collateral other than Liens permitted pursuant to Section 10.2 of the Credit Agreement. (c) Notwithstanding anything to the contrary hereinUnited States Copyright Office, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests will constitute perfected security interests in cashall right, cash accounts title and Investment Property included interest of such Grantor in the CollateralIntellectual Property therein described, prior to all other Liens and rights of others therein except for Permitted Liens; and (iii) by any means other than by filings pursuant when each Control Agreement has been executed and delivered to the Uniform Commercial Code of the relevant State(s) and delivery to the Collateral Agent (or its bailee) to be held in its possession of all Collateral consisting of Tangible Chattel PaperAdministrative Agent, Instruments or any Certificated Securities in each case, to the extent included in the Collateral with a fair market value in excess of $1,500,000 individually. (d) It is understood and agreed that the Security Interests will constitute perfected security interests in cash all right, title and Investment Property created hereunder shall not prevent interest of the Grantors from using such assets in the ordinary course Deposit Accounts and/or Securities Accounts (as applicable) subject thereto, prior to all other Liens and rights of their respective businessesothers therein and subject to no adverse claims except for Permitted Liens and customary Liens in favor of the depositary at which such Deposit Accounts are maintained.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the The Security Interests granted pursuant to this Security Agreement (ia) will constitute valid and perfected Security Interests security interests in all of the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A) or (B) of this paragraph) in favor of the Collateral Administrative Agent, for the ratable benefit of itself and the other Secured Parties, as collateral security for the Obligations, upon and (Ab): (1) when UCC financing statements containing an adequate description of the filing Collateral shall have been filed in the applicable filing offices listed on specified in Schedule I hereto 3.5, the Security Interests will constitute perfected security interests in all right, title and interest of all financing statements, in each case, naming each such Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral and (B) delivery to the Collateral Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer in blank, in each case included in the Collateral and (ii) are to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all other Liens on and rights of others therein except for Permitted Liens; (2) when each Patent and Trademark security agreement has been filed with the Collateral other than Liens permitted pursuant to Section 10.2 of the Credit Agreement. (c) Notwithstanding anything to the contrary hereinUnited States Patent and Trademark Office, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement will constitute perfected security interests in all right, title and interest of such Grantor in the Intellectual Property therein described, prior to all other Liens and rights of others therein except for Permitted Liens; (including 3) when each control agreement has been executed and delivered to the Administrative Agent, the Security Interests will constitute perfected security interests in cashall right, cash accounts title and Investment Property interest of the Grantors in the Deposit Accounts and Securities Accounts, as applicable, subject thereto, prior to all other Liens and rights of others therein and subject to no adverse claims except for Permitted Liens; (4) when all stock or other certificates evidencing Equity Interests included in the Collateral) by any means , together with undated stock powers or other than by filings pursuant instruments of assignment, as applicable, duly executed in blank, are delivered to the Uniform Commercial Code of the relevant State(s) and delivery to the Collateral Agent (or its bailee) to be held in its possession of all Collateral consisting of Tangible Chattel PaperAdministrative Agent, Instruments or any Certificated Securities in each case, to the extent included in the Collateral with a fair market value in excess of $1,500,000 individually. (d) It is understood and agreed that the Security Interests will constitute perfected security interests (by way of Control) in cash all right, title and Investment Property created hereunder shall not prevent interest of such Grantor in such Equity Interests, prior to all other Liens and rights of others therein; and (5) when the Lien of the Administrative Agent has been noted on each certificate of title or ownership with regard to any Mobile Goods or Vehicles covered by a certificate of title or ownership, the Security Interests will constitute perfected security interests in all right, title and interest of the Grantors in such Mobile Goods and Vehicles, prior to all other Liens except for Permitted Liens. No other or additional filings, registrations, recordings or actions are or shall be necessary or appropriate in order to maintain the perfection and priority of such Lien and Security Interests, other than actions required with respect to Collateral of the types excluded from using Article 9 of the UCC or from the filing requirements under such assets in Article 9 by reason of Section 9-109 or 9-311 of the ordinary course of their respective businessesUCC and other than continuation statements required under the UCC.

Perfected First Priority Liens. Except for Deposit Accounts and for securities accounts, assets credited thereto and security entitlements in respect thereof, in each case as to which Section 5.5 hereof does not require the delivery of a control agreement, the security interests granted pursuant to this Agreement (a) This Security Agreement is effective upon completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to create on said Schedule and required to be delivered hereunder, have been delivered to the Agent in completed and duly executed form) will constitute valid perfected security interests in all of the Collateral for which a lien can be perfected by the filing of a financing statement or by control or filings with the United States Patent and Trademark Office or the United States Copyright Office in favor of the Collateral Agent, for its benefit and for the benefit of the Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests granted pursuant to this Security Agreement (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) of this paragraph) in favor of the Collateral Agent, for the ratable benefit of the Secured PartiesCreditors, as collateral security for the such Grantor’s Obligations, upon (A) enforceable in accordance with the filing terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor and except buyers in the applicable filing offices listed on Schedule I hereto ordinary course that take free of all financing statements, in each case, naming each Grantor as “debtor” and liens pursuant to the Collateral Agent as “secured party” and describing the Collateral UCC and (B) delivery to the Collateral Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer in blank, in each case included in the Collateral and (iib) are prior to all other Liens on the Collateral other than in existence on the date hereof except for Liens permitted pursuant to Section 10.2 of by the Credit Agreement. (c) Notwithstanding anything . Upon the delivery to and continuing possession by the contrary hereinAgent in accordance with the UCC of the certificates identified on Schedule 2 and related stock powers, no Grantor shall be required all actions necessary to perfect the Security Interests granted by security interest created under this Security Agreement (including Security Interests in cashAgreement, cash accounts and Investment Property included so far as perfection is possible under relevant law, in the Collateral) by any means other than by filings pursuant to the Uniform Commercial Code certificates identified on Schedule 2 shall have been duly taken, and this Agreement creates in favor of the relevant State(s) and Agent for the benefit of the Secured Creditors a valid and, together with delivery to and continuing possession by the Collateral Agent (or its bailee) to be held in its possession accordance with the UCC of all Collateral consisting of Tangible Chattel Paperthe certificates identified on Schedule 2 and related stock powers, Instruments or any Certificated Securities in each caseperfected, to the extent included so far as perfection is possible under relevant law, security interest in the certificates identified on Schedule 2, for the benefit of the Secured Creditors, as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral with a fair market value in excess of $1,500,000 individually. (d) It is understood from such Grantor and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets except buyers in the ordinary course that take free of their respective businessesliens pursuant to the UCC.

Perfected First Priority Liens. As of the date hereof, upon (a) This Security the completion of the actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on said Schedule required by the Credit Agreement to be delivered by the date of this Agreement, have been so delivered to the Administrative Agent in completed and duly executed form) and (b) the payment of all applicable fees in connection with the actions set forth in clause (a) above, the security interest (to the extent such matter is effective governed by laws of the United States or a jurisdiction therein) granted pursuant to create this Agreement will constitute valid perfected security interests in all of the Collateral in favor of the Collateral Administrative Agent, for its benefit and for the ratable benefit of the Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject Parties to the effects extent that a security interest in such Collateral may be perfected by the filing of such Financing Statements under the relevant UCC and the completion of the other actions specified on Schedule 3, as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor (except as such enforceability may be limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles. principles (bregardless of whether enforcement is sought by proceedings in equity or at law)) 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) or (B) of this paragraph) in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for the 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 Agent as “secured party” and describing the Collateral and (B) delivery to the Collateral Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer in blank, in each case included in the Collateral and (ii) are prior to all other Liens on the Collateral other than in existence on the date hereof except for Liens permitted pursuant to Section 10.2 of by the Credit Agreement. (c) ; provided however that additional filings may be necessary to perfect the Administrative Agent’s security interest in any Intellectual Property arising or acquired after the date hereof. Notwithstanding anything to the contrary hereinforegoing, no Grantor actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction shall be required in order to create any security interests in assets located or titled outside of the U.S. or to perfect such security interests (it being understood that there shall be no security agreements or pledge agreements governed under the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property included in the Collateral) by laws of any means other than by filings pursuant to the Uniform Commercial Code of the relevant State(s) and delivery to the Collateral Agent (or its bailee) to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments or any Certificated Securities in each case, to the extent included in the Collateral with a fair market value in excess of $1,500,000 individuallynon-U.S. jurisdiction). (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of Financing statements naming each Grantor as a debtor and the Collateral Agent, for its benefit and for the benefit of the Secured PartiesHolders of the Notes, legal, valid and enforceable Security Interests as secured party are in appropriate form for filing in the Collateral, subject appropriate offices of the states specified on Schedule 3.5 (as such schedule shall be updated from time to time pursuant to Section 4.2) and contain an adequate descriptions of the Collateral for purposes of perfecting a security interest in such Collateral to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject extent that a security interest therein may be perfected by filing pursuant to the limitations set forth in clause (c) of this Section 3.2, the UCC. The Security Interests granted pursuant to this Security Agreement (i) will constitute valid and perfected Security Interests enforceable security interests in all of the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A) or (B) of this paragraph) in favor of the Collateral Agent, for the ratable benefit of the Secured PartiesHolders of the Notes, as collateral security for the Obligations, upon (A) . When the filing aforementioned financing statements shall have been filed in the applicable filing offices listed specified on Schedule I hereto 3.5, the Security Interest will constitute a perfected security interest in all right, title and interest of all the applicable Grantor named as debtor in such financing statementsstatement in the Collateral described therein, in each case, naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral and (B) delivery power to the Collateral Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents transfer rights in each case, properly endorsed for transfer in blanksuch Collateral, in each case included in to the Collateral extent that a security interest therein may be perfected by filing pursuant to the UCC, and (ii) are prior to all other Liens on the Collateral other than and rights of others therein, except for Liens permitted pursuant by the SPA. With respect to Section 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 each Deposit Account included in the Collateral) by any means other than by filings pursuant to , when the Uniform Commercial Code applicable Controlled Depositary, the Collateral Agent, for the benefit of the relevant State(s) Holders of the Notes, and delivery the applicable Grantor have authenticated a record providing that the applicable Controlled Depositary will comply with instructions originated by the Collateral Agent directing disposition of funds in the Deposit Account subject to such record without any further consent by the applicable Grantor (such a record, a “Deposit Account Control Agreement”), the Security Interest will constitute a perfected security interest in all right, title and interest of the applicable Grantor in such Deposit Account, and the power to transfer rights in such Deposit Account, in each case prior to all other Liens and rights of others therein and subject to no adverse claims, except for Liens permitted by the SPA. With respect to each Securities Account included in the Collateral, when the applicable Controlled Intermediary, the Collateral Agent, for the benefit of the Holders of the Notes, and the applicable Grantor have authenticated a record providing that the applicable Controlled Intermediary will comply with instructions originated by the Collateral Agent directing disposition of funds in the Securities Account subject to such record without any further consent by the applicable Grantor (such a record, a “Securities Account Control Agreement”), the Security Interest will constitute a perfected security interest in all right, title and interest of the applicable Grantor in such Securities Account, and the power to transfer rights in such Securities Account, in each case prior to all other Liens and rights of others therein and subject to no adverse claims, except for Liens permitted by the SPA. When the applicable Grantor shall have delivered to the Collateral Agent (or its bailee) to be held in its possession Agent, for the benefit of all Collateral consisting the Holders of the Notes, any Instruments, Tangible Chattel Paper, Instruments money or any Certificated Securities (together with an Effective Endorsement and Assignment in each casethe case of Instruments and Certificated Securities), the Security Interest will constitute a perfected security interest in all right, title and interest of the applicable Grantor in such Instruments, Tangible Chattel Paper, money or Certificated Securities, prior to all other Liens and rights of others therein and subject to no adverse claims. Subject to the completion of the actions described in this Section 3.3, to the extent included applicable, the Security Interest will constitute a perfected security interest in all right, title and interest of the applicable Grantor in the Collateral with a fair market value Equity Interests of the Issuers listed in excess Schedule 3.11 (other than Equity Interests that are Excluded Assets), prior to all other Liens and rights of $1,500,000 individuallyothers therein. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests The security interests granted pursuant to this Security Agreement (ia) upon completion of the filings and other actions specified on Schedule 3 (including obtaining “control” (within the meaning of the applicable Uniform Commercial Code) of Deposit Accounts and Securities Accounts (other than Permitted Unperfected Accounts), Investment Property and, to the extent requested in writing by the Administrative Agent, Letter-of-Credit Rights (which, in the case of all filings and other documents referred to on said Schedule, unless otherwise noted, have been delivered to the Administrative Agent in completed and, where applicable, duly executed form) will constitute valid perfected security interests (to the extent perfection of security interests therein may be perfected by filing of UCC-1 financing statements and/or filings with the United States Patent and perfected Security Interests Trademark Office and United States Copyright Office, possession by the Administrative Agent of the respective Investment Property or “control” of Deposit Accounts and Securities Accounts) in all of the Collateral (as to which perfection may be obtained excluding Letter-of-Credit Rights where written request has not been made by the filings or other actions described in clause (A) or (B) of this paragraphAdministrative Agent) in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for the such Grantor’s Obligations, upon (A) enforceable in accordance with the filing terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor, other than purchasers in the applicable filing offices listed on Schedule I hereto ordinary course of all financing statementsbusiness, in each caseand other than purchasers under transactions permitted under the Credit Agreement, naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral and (B) delivery to the Collateral Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer in blank, in each case included in the Collateral and (iib) are prior to all other Liens on the Collateral other than in existence on the date hereof except for Liens permitted pursuant to Section 10.2 of by the Credit Agreement. (c) Agreement and other Liens which have priority over the Liens granted hereunder on the Collateral by operation of law. Notwithstanding anything to the contrary hereincontained above or elsewhere in this Agreement, no but nonetheless subject to the terms of the Intercreditor Agreement, with respect to Letter-of-Credit Rights where the relevant Grantor has been requested by the Administrative Agent to obtain “control” of same, the respective Grantor shall have a reasonable period of time to comply with such request and such “control” shall not be required if the respective Grantor is unable to perfect obtain any required consents for such “control” after using commercially reasonable efforts to obtain same, and unless and until “control” of the Security Interests granted by respective Letter-of-Credit Rights is obtained in accordance with the above provisions of this Security Agreement Section 4.3 (including Security Interests this sentence), there shall be no violation of any representation or warranty or covenant contained in cash, cash accounts and Investment Property included in the Collateral) by any means other than by filings pursuant to the Uniform Commercial Code of the relevant State(s) and delivery to the Collateral Agent (or its bailee) to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments or any Certificated Securities in each case, to the extent included in the Collateral with this Agreement as a fair market value in excess of $1,500,000 individuallyresult thereof. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

Perfected First Priority Liens. Each financing statement naming any Grantor as a debtor and the Administrative Agent as secured party is in appropriate form for filing in the appropriate offices of the states specified on Schedule 3.6 (aas such schedule shall be updated from time to time pursuant to Section 4.3) This Security Agreement is effective to create in favor and contains an adequate description of the Collateral Agent, for its benefit and for the benefit of the Secured Parties, legal, valid and enforceable Security Interests purposes perfecting a security interest in the Collateral, subject such Collateral to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject extent that a security interest therein may be perfected by filing pursuant to the limitations set forth in clause (c) of this Section 3.2, the UCC. The Security Interests granted pursuant to this Security Agreement (i) will constitute valid and perfected Security Interests enforceable security interests in all of the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A) or (B) of this paragraph) in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Lender Parties, as collateral security for the Guaranteed Obligations, upon (A) . When the filing aforementioned financing statements shall have been filed in the offices specified in Schedule 3.6, the Security Interest will constitute a perfected security interest in all right, title and interest of the applicable filing offices listed on Schedule I hereto of all Grantor named as debtor in such financing statementsstatement in the Collateral described therein, in each case, naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral and (B) delivery power to the Collateral Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents transfer rights in each case, properly endorsed for transfer in blanksuch Collateral, in each case included in to the Collateral and (ii) are extent that a security interest therein may be perfected by filing pursuant to the UCC prior to all other Liens on and rights of others therein, except for Permitted Liens. When the Collateral other than Liens permitted pursuant applicable Controlled Depositary, the Administrative Agent and the applicable Grantor have Authenticated a record providing that the applicable Controlled Depositary will comply with instructions originated by the Administrative Agent directing disposition of funds in the Deposit Account subject to Section 10.2 such record without any further consent by the applicable Grantor, the Security Interest will constitute a perfected security interest in all right, title and interest of the Credit Agreement. (c) Notwithstanding anything applicable Grantor in such Deposit Account, and the power to transfer rights in such Deposit Account, in each case prior to all other Liens and rights of others therein and subject to no adverse claims, except for Permitted Liens. When the contrary hereinapplicable Controlled Intermediary, the Administrative Agent and the applicable Grantor have Authenticated a record providing that the applicable Controlled Intermediary will comply with instructions originated by the Administrative Agent directing disposition of funds in the Securities Account subject to such record without any further consent by the applicable Grantor, the Security Interest will constitute a perfected security interest in all right, title and interest of the applicable Grantor in such Securities Account, and the power to transfer rights in such Securities Account, in each case prior to all other Liens and rights of others therein and subject to no adverse claims. When the applicable Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cashhave delivered any Instruments, cash accounts and Investment Property included in the Collateral) by any means other than by filings pursuant to the Uniform Commercial Code of the relevant State(s) and delivery to the Collateral Agent (or its bailee) to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments money or any Certificated Securities (together with an Effective Endorsement and Assignment in the case of Instruments and Certificated Securities) to the Administrative Agent, the Security Interest will constitute a perfected security interest in all right, title and interest of the applicable Grantor in such Instruments, Tangible Chattel Paper, money or Certificated Securities, and the power to transfer rights such Instruments, Tangible Chattel Paper, money or Certificated Securities, prior to all other Liens and rights of others therein and subject to no adverse claims. When the applicable Grantor shall take the actions required under this Agreement with respect to any Collateral that is not of a type referred to in the preceding four (4) sentences, the Security Interest will constitute a perfected security interest in all right, title and interest of the applicable Grantor in such Collateral, and the power to transfer rights in such Collateral, in each casecase prior to all other Liens and rights of others therein, to the extent included in the Collateral with a fair market value in excess of $1,500,000 individuallyexcept for Permitted Liens. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests granted pursuant to this Security Agreement (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) of this paragraph) paragraph in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for the 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 Agent as “secured party” and describing the Collateral and in the filing offices specified in Schedule 3.2(b) or (B) delivery to the Collateral 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, in each case included in the Collateral and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 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 included in the CollateralProperty) by any means other than by (i) filings pursuant to the Uniform Commercial Code UCC of the relevant State(sstate(s) and or (ii) delivery to the Collateral Agent (or its bailee) to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments or any Certificated Securities in each case, to the extent included in the Collateral with a fair market value in excess of $1,500,000 individuallyNegotiable Documents. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses, subject to the provisions of the Control Agreements with respect to such cash and Investment Property.

Perfected First Priority Liens. Each financing statement naming any Grantor as a debtor and the Administrative Agent as secured party is in appropriate form for filing in the appropriate offices of the states specified on Schedule 3.6 (aas such schedule shall be updated from time to time pursuant to Section 4.3) This Security Agreement is effective to create in favor and contains an adequate description of the Collateral Agent, for its benefit and for the benefit purposes of the Secured Parties, legal, valid and enforceable Security Interests perfecting a security interest in the Collateral, subject such Collateral to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject extent that a security interest therein may be perfected by filing pursuant to the limitations set forth in clause (c) of this Section 3.2, the UCC. The Security Interests granted pursuant to this Security Agreement (i) will constitute valid and perfected Security Interests enforceable security interests in all of the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A) or (B) of this paragraph) in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations, upon (A) . When the filing aforementioned financing statements shall have been filed in the offices specified in Schedule 3.6, the Security Interest will constitute a fully perfected security interest in all right, title and interest of the applicable filing offices listed on Schedule I hereto of all Grantor named as debtor in such financing statementsstatement in the Collateral described therein, in each case, naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral and (B) delivery power to the Collateral Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents transfer rights in each case, properly endorsed for transfer in blanksuch Collateral, in each case included in to the Collateral extent that a security interest therein may be perfected by filing pursuant to the UCC prior and (ii) are prior superior to all other Liens on and rights of others therein, except for Permitted Liens. When the Collateral other than Liens permitted pursuant to Section 10.2 of the Credit Agreement. (c) Notwithstanding anything to the contrary herein, no applicable Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cashhave delivered any Instruments, cash accounts and Investment Property included in the Collateral) by any means other than by filings pursuant to the Uniform Commercial Code of the relevant State(s) and delivery to the Collateral Agent (or its bailee) to be held in its possession of all Collateral consisting of Tangible Chattel Paper, money or certificated Securities (including the Pledged Stock and other Pledged Collateral constituting Instruments, Tangible Chattel Paper, money or certificated Securities) (together with an Effective Endorsement and Assignment in the case of Instruments and certificated Securities) to the Administrative Agent, the Security Interest will constitute a perfected security interest in all right, title and interest of the applicable Grantor in such Instruments, Tangible Chattel Paper, money or certificated Securities, and the power to transfer rights such Instruments, Tangible Chattel Paper, money or certificated Securities, prior and superior to all other Liens and rights of others therein and subject to no adverse claims. When the applicable Grantor shall take the actions required under this Agreement with respect to any Certificated Securities Collateral that is not of a type referred to in the preceding four (4) sentences, the Security Interest will constitute a perfected security interest in all right, title and interest of the applicable Grantor in such Collateral, and the power to transfer rights in such Collateral, in each casecase prior and superior to all other Liens and rights of others therein, to the extent included in the Collateral with a fair market value in excess of $1,500,000 individuallyexcept for Permitted Liens. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

Perfected First Priority Liens. (a) This Security Agreement Each financing statement naming any Grantor as a debtor is effective to create in favor appropriate form for filing in the appropriate filing offices of the Collateral Agent, for its benefit and for the benefit of the Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the states specified on Schedule 3.6. The Security Interests granted pursuant to this Security Agreement (ia) will constitute valid and perfected Security Interests security interests in all of the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A) or (B) of this paragraph) in favor of the Collateral Administrative Agent, for the ratable benefit of itself and the Secured Parties, as collateral security for the Obligations, upon and (Ab): (1) when UCC financing statements containing an adequate description of the filing Collateral shall have been filed in the applicable filing offices listed on specified in Schedule I hereto 3.6, the Security Interests will constitute perfected security interests in all right, title and interest of all financing statements, in each case, naming each such Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral and (B) delivery to the Collateral Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer in blank, in each case included in the Collateral and (ii) are to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all other Liens on and rights of others therein except for Permitted Liens; (2) when each Copyright security agreement has been filed with the Collateral other than Liens permitted pursuant to Section 10.2 of the Credit Agreement. (c) Notwithstanding anything to the contrary hereinUnited States Copyright Office, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests will constitute perfected security interests in cashall right, cash accounts title and Investment Property included interest of such Grantor in the CollateralIntellectual Property therein described, prior to all other Liens and rights of others therein except for Permitted Liens; and (3) by any means other than by filings pursuant when each control agreement has been executed and delivered to the Uniform Commercial Code of the relevant State(s) and delivery to the Collateral Agent (or its bailee) to be held in its possession of all Collateral consisting of Tangible Chattel PaperAdministrative Agent, Instruments or any Certificated Securities in each case, to the extent included in the Collateral with a fair market value in excess of $1,500,000 individually. (d) It is understood and agreed that the Security Interests will constitute perfected security interests in cash all right, title and Investment Property created hereunder shall not prevent interest of the Grantors from using such assets in the ordinary course Deposit Accounts and Securities Accounts, as applicable, subject thereto, prior to all other Liens and rights of their respective businessesothers therein and subject to no adverse claims except for Permitted Liens.

Perfected First Priority Liens. (a) This Security Agreement Each financing statement naming any Grantor as a debtor is effective to create in favor appropriate form for filing in the appropriate filing offices of the Collateral Agent, for its benefit and for the benefit of the Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the states specified on Schedule 3.6. The Security Interests granted pursuant to this Security Agreement (ia) will constitute valid and perfected Security Interests security interests in all of the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A) or (B) of this paragraph) in favor of the Collateral Administrative Agent, for the ratable benefit of itself and the other Secured Parties, as collateral security for the Obligations, upon and (Ab) (i) when UCC financing statements containing an adequate description of the filing Collateral shall have been filed in the applicable filing offices listed on specified in Schedule I hereto 3.6, the Security Interests will constitute perfected security interests in all right, title and interest of all financing statements, in each case, naming each such Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral and (B) delivery to the Collateral Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer in blank, in each case included in the Collateral and (ii) are to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all other Liens on and rights of others therein except for Permitted Liens; (ii) when each Copyright security agreement has been filed with the Collateral other than Liens permitted pursuant to Section 10.2 of the Credit Agreement. (c) Notwithstanding anything to the contrary hereinUnited States Copyright Office, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests will constitute perfected security interests in cashall right, cash accounts title and Investment Property included interest of such Grantor in the CollateralIntellectual Property therein described, prior to all other Liens and rights of others therein except for Permitted Liens; and (iii) by any means other than by filings pursuant when each control agreement has been executed and delivered to the Uniform Commercial Code of the relevant State(s) and delivery to the Collateral Agent (or its bailee) to be held in its possession of all Collateral consisting of Tangible Chattel PaperAdministrative Agent, Instruments or any Certificated Securities in each case, to the extent included in the Collateral with a fair market value in excess of $1,500,000 individually. (d) It is understood and agreed that the Security Interests will constitute perfected security interests in cash all right, title and Investment Property created hereunder shall not prevent interest of the Grantors from using such assets in the ordinary course Deposit Accounts and Securities Accounts, as applicable, subject thereto, prior to all other Liens and rights of their respective businessesothers therein and subject to no adverse claims except for Permitted Liens.

Perfected First Priority Liens. The security interests granted pursuant to this Agreement (a) This Security Agreement is effective upon completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to create on said Schedule, have been delivered to the Collateral Agent in completed and, where required, duly executed form within 90 days (or in the case of filings with respect to Copyrights only, 30 days) will constitute valid perfected security interests in all of the Collateral in favor of the Collateral Agent, for its benefit and Agent (for the benefit of the Secured Parties) (if and to the extent perfection may be achieved by such filings and actions and provided that (i) additional filings may be necessary to perfect the Collateral Agent’s security interest in any Intellectual Property acquired after the date hereof and (ii) the Grantors shall not be required to obtain control agreements with respect to deposit accounts or securities accounts (A) that have an average five Business Day closing balance not exceeding $5,000,000 or (B) constitute Excluded Assets described in clause (vii) of the definition thereof), legalas collateral security for such Grantor’s Secured Obligations, valid enforceable in accordance with the terms hereof against all creditors of such Grantor and enforceable Security Interests in the Collateral, any Persons purporting to purchase any Collateral from such Grantor (subject to the effects of bankruptcy, insolvency or insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and generally, general equitable principles. principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing) and (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests granted pursuant to this Security Agreement (i) 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) of this paragraph) in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for the 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 Agent as “secured party” and describing the Collateral and (B) delivery to the Collateral Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer in blank, in each case included in the Collateral and (ii) are prior to all other Liens on the Collateral in existence on the date hereof except for, in the case of Collateral other than Pledged Equity, Liens permitted pursuant by all applicable Finance Documents, to Section 10.2 have priority over the Liens on the Collateral. Notwithstanding the foregoing, nothing in this Agreement shall require any Grantor to make any filing or take any action to record or perfect the Collateral Agent’s security interest in any Intellectual Property of Grantor outside of the Credit AgreementUnited States. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property included in the Collateral) by any means other than by filings pursuant to the Uniform Commercial Code of the relevant State(s) and delivery to the Collateral Agent (or its bailee) to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments or any Certificated Securities in each case, to the extent included in the Collateral with a fair market value in excess of $1,500,000 individually. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests The security interests granted pursuant to this Security Agreement (ia) upon completion of the filings and other actions specified on Schedule 3.02 (as such schedule may be amended or supplemented from time to time with respect to after-acquired property consistent with Section 7.12 of the Credit Agreement) (all of which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Collateral Agent in duly completed and duly executed form, as applicable, except as permitted by Section 7.17 of the Credit Agreement) and payment of all filing fees, will constitute valid and fully perfected Security Interests security interests in all of the Collateral (as to in which perfection a security interest may be obtained perfected by the way of such filings or any other actions described in clause (A) or (B) of this paragraph) specified thereon in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Obligations enforceable in accordance with the Obligationsterms hereof, upon (A) except as may be required under the filing laws of any jurisdiction outside of the United States in the applicable filing offices listed on Schedule I hereto of all financing statements, in each case, naming each Grantor as “debtor” and order to perfect the Collateral Agent as “secured party” and describing Agent’s Lien on the Collateral created under the laws of such jurisdiction and (B) delivery to the Collateral Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer in blank, in each case included in the Collateral and (iib) are prior to all other Liens on the Collateral Collateral, except for Permitted Liens and other than Liens expressly permitted pursuant to by Section 10.2 8.01 of the Credit Agreement. (c) . Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect take any action under the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts and Investment Property included in the Collateral) by laws of any means jurisdiction other than by filings pursuant to the Uniform Commercial Code United States (or any political subdivision thereof) and its territories and possessions for the purpose of perfecting the security interest in any Intellectual Property Collateral, unless an Event of Default has occurred and is continuing, in which case such Grantor agrees, upon the request of the relevant State(s) Collateral Agent, to execute and delivery deliver any and all instruments and documents and take such other actions that are necessary or appropriate to perfect, record or evidence the security interest granted herein to the Collateral Agent Agent, for the ratable benefit of the Secured Parties, in any jurisdiction outside the United States. Without limiting the foregoing but subject to any limitations on such requirement expressly provided herein or Section 7.15 of the Credit Agreement, each Grantor has taken all actions necessary or desirable, including those specified in Section 4.02 to (or its baileei) to be held in its possession establish the Collateral Agent’s “control” (within the meanings of all Collateral consisting Sections 8-106 and 9-106 of Tangible Chattel Paper, Instruments or the New York UCC) over any portion of the Investment Property constituting Certificated Securities and Uncertificated Securities, (ii) establish the Collateral Agent’s “control” (within the meaning of Section 9-107 of the New York UCC) over all Letter of Credit Rights, (iii) establish the Collateral Agent’s control (within the meaning of Section 9-105 of the New York UCC) over all Electronic Chattel Paper and (iv) establish the Collateral Agent’s “control” (within the meaning of Section 16 of the Uniform Electronic Transaction Act as in each case, to the extent included effect in the Collateral with a fair market value applicable jurisdiction “UETA”) over all “transferable records” (as defined in excess of $1,500,000 individuallyUETA). (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

Perfected First Priority Liens. (a) This Security Agreement Each UCC financing statement naming any Grantor as a debtor and the Administrative Agent as secured party is effective in appropriate form for filing in the appropriate offices of the states specified on Schedule 3.6 to create in favor the Collateral Disclosure Letter (as such schedule shall be updated from time to time pursuant to Section 4.3) and contains an adequate description of the Collateral Agent, for its benefit and for the benefit purposes of the Secured Parties, legal, valid and enforceable Security Interests perfecting a security interest in the Collateral, subject such Collateral to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject extent that a security interest therein may be perfected by filing a financing statement pursuant to the limitations set forth in clause (c) of this Section 3.2, the UCC. The Security Interests granted pursuant to this Security Agreement (i) will constitute valid and perfected Security Interests enforceable security interests in all of the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A) or (B) of this paragraph) in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations, upon subject to Permitted Liens. (Ab) When the filing aforementioned financing statements shall have been filed in the applicable filing offices listed on specified in Schedule I hereto of all financing statements, in each case, naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral and (B) delivery 3.6 to the Collateral Agent Disclosure Letter (or its bailee) as such schedule shall be updated from time to time pursuant to Section 4.3), the Security Interest will constitute a perfected security interest in all right, title and interest of all Instrumentsthe applicable Grantor named as debtor in such financing statement in the Collateral described therein, Chattel Paper, Certificated Securities and negotiable Documents the power to transfer rights in each case, properly endorsed for transfer in blanksuch Collateral, in each case included in to the Collateral and (ii) are extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2 and rights of the Credit Agreementothers therein, except for Permitted Liens. (c) Notwithstanding anything to When the contrary herein, no applicable Grantor shall be required to perfect the Security Interests granted by this Security Agreement (including Security Interests in cashhave delivered any Instruments, cash accounts and Investment Property included in the Collateral) by any means other than by filings pursuant to the Uniform Commercial Code of the relevant State(s) and delivery to the Collateral Agent (or its bailee) to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments money or any Certificated Securities (together with an Effective Endorsement and Assignment in each case, the case of Instruments and Certificated Securities) to the extent included in the Collateral with a fair market value in excess of $1,500,000 individually. (d) It is understood and agreed that Administrative Agent, the Security Interests Interest will constitute a perfected security interest in cash all right, title and Investment Property created hereunder shall not prevent interest of the Grantors from using applicable Grantor in such assets Instruments, Tangible Chattel Paper, money or Certificated Securities, and the power to transfer rights in the ordinary course such Instruments, Tangible Chattel Paper, money or Certificated Securities, prior to all other Liens and rights of their respective businessesothers therein and subject to no adverse claims, except for Permitted Liens.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the 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) or (B) of this paragraph) in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, as collateral a legal, valid and enforceable security for interest in the Collateral. The security interests granted pursuant to this Agreement (i) when financing statements in appropriate form are filed in the offices specified on Schedule 4.2, which schedule shall be deemed automatically updated from time to time in accordance with information provided pursuant to Section 5.03 of the Credit Agreement, such security interest shall constitute a perfected Lien on, and security interest in, all right, title and interest of the Pledgors in such Collateral in which a security interest can be perfected by filing under the Uniform Commercial Code, and (ii) when the Collateral which may be perfected by possession or control is delivered to the Administrative Agent or the Administrative Agent obtains control over such Collateral, such security interest shall constitute a perfected Lien on, and security interest in, all right, title and interest of the Pledgors in such Collateral, in the case of clause (i) and (ii) subject to no Liens other than Permitted Liens; provided that, in the case of any Permitted Junior Liens on any assets or property included in the Collateral, the Liens securing the Obligations take priority over such Permitted Junior Liens and, in the case of Liens permitted under clause (n) of the definition of "Permitted Encumbrances" in the Credit Agreement on any assets or property included in the Collateral, such Permitted Liens are equal and ratable with the Liens securing the Obligations. (b) When this Agreement (or any short form hereof mutually agreed upon by the Borrower and the Administrative Agent for purposes of such filing) is filed in the United States Patent and Trademark Office and the United States Copyright Office and steps are taken under applicable foreign law to the extent of Intellectual Property created under such law, and, with respect to Intellectual Property in which a security interest cannot be perfected solely by such filings, upon (A) the filing of the financing statements referred to in clause (a) above, the security interest granted pursuant to this Agreement shall constitute a perfected Lien on, and security interest in, all right, title and interest of the Pledgors in the applicable filing offices listed on Schedule I hereto of all financing statements, in each case, naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral and (B) delivery to the Collateral Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer in blank, in each case Intellectual Property included in the Collateral and (ii) are prior subject to all no Liens other than Permitted Liens; provided that, in the case of any Permitted Junior Liens on the Collateral other than Liens permitted pursuant to Section 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 any Intellectual Property included in the Collateral, the Liens securing the Obligations shall take priority over such Permitted Junior Liens and, in the case of Liens permitted under clause (n) by any means other than by filings pursuant to the Uniform Commercial Code of the relevant State(s) and delivery to definition of "Permitted Encumbrances" in the Collateral Agent (or its bailee) to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments or Credit Agreement on any Certificated Securities in each case, to the extent Intellectual Property included in the Collateral Collateral, such Permitted Liens are equal and ratable with a fair market value the Liens securing the Obligations (it being understood that subsequent recordings in excess of $1,500,000 individually. (d) It is understood the United States Patent and agreed that Trademark Office and the Security Interests in cash United States Copyright Office and Investment steps taken under applicable foreign law with respect to Intellectual Property created hereunder shall not prevent under such law may be necessary to perfect a lien on registered Trademarks, Trademark applications, Patents, Patent applications and registered Copyrights and Copyright applications acquired by such Pledgor after the Grantors from using such assets in the ordinary course of their respective businessesdate hereof).

Perfected First Priority Liens. Each financing statement naming any Grantor as a debtor and the Administrative Agent as secured party is in appropriate form for filing in the appropriate offices of the states specified on Schedule 3.6 (aas such schedule shall be updated from time to time pursuant to Section 4.3) This Security Agreement is effective to create in favor and contains an adequate description of the Collateral Agent, for its benefit and for the benefit of the Secured Parties, legal, valid and enforceable Security Interests purposes perfecting a security interest in the Collateral, subject such Collateral to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject extent that a security interest therein may be perfected by filing pursuant to the limitations set forth in clause (c) of this Section 3.2, the UCC. The Security Interests granted pursuant to this Security Agreement (i) will constitute valid and perfected Security Interests enforceable security interests in all of the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A) or (B) of this paragraph) in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for the Obligations, upon (A) . When the filing aforementioned financing statements shall have been filed in the offices specified in Schedule 3.6, the Security Interest will constitute a perfected security interest in all right, title and interest of the applicable filing offices listed on Schedule I hereto of all Grantor named as debtor in such financing statements, statement in each case, naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral and (B) delivery to the Collateral Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer in blankdescribed therein, in each case included in to the Collateral and (ii) are extent that a security interest therein may be perfected by filing pursuant to the UCC prior to all other Liens on and rights of others therein, except for Permitted Liens. When the Collateral other than Liens permitted pursuant applicable Grantor shall have delivered any Instruments, Tangible Chattel Paper or Certificated Securities (together with an Effective Endorsement and Assignment in the case of Instruments and Certificated Securities) to Section 10.2 the Administrative Agent, the Security Interest will constitute a perfected security interest in all right, title and interest of the Credit Agreement. (c) Notwithstanding anything applicable Grantor in such Instruments, Tangible Chattel Paper or Certificated Securities, and the power to the contrary hereintransfer rights such Instruments, no Grantor shall be required Tangible Chattel Paper or Certificated Securities, prior to perfect the Security Interests granted by this Security Agreement (including Security Interests in cashall other Liens and rights of others therein and, cash accounts and Investment Property included in the Collateralcase of Certificated Securities, will satisfy the requirements of Section 8-303(a)(3) by any means other than by filings pursuant to the Uniform Commercial Code of the relevant State(s) and delivery to the Collateral Agent (or its bailee) to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments or any Certificated Securities in each case, to the extent included in the Collateral with a fair market value in excess of $1,500,000 individuallyUCC. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

Perfected First Priority Liens. (a) This Security Agreement is effective Other than with respect to create in favor of the Collateral AgentPledged Real Property, 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 upon (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) filing of this paragraph) Agreement with the FAA in favor accordance with the Federal Aviation Act and the rules and regulations thereunder in respect of the Collateral AgentSpare Engines and Spare Parts, for the ratable benefit of the Secured Parties, as collateral security for the Obligations, upon (Aii) the filing of the UCC-1 financing statement in the applicable appropriate filing offices listed on Schedule I hereto of all financing statements, in each case, office naming each such Grantor as “debtor” debtor and the Collateral Agent as “secured party” party in respect of the Collateral, (iii) the recording of the IP Security Agreement with the U.S. Patent and describing Trademark Office, the U.S. Copyright Office and any other applicable U.S. Governmental Authority with respect to the Intellectual Property Collateral of such Grantor, and (iv) effecting other filings/recordings required to be made and expressly contemplated hereunder (including, without limitation, in respect of any Motor Vehicle, endorsing on the Certificate of Title therefor the Lien of the Collateral Agent thereon), all filings, registrations and recordings necessary to create, preserve, protect and perfect the security interest granted by such Grantor to the Collateral Agent hereby in respect of the Collateral of such Grantor will have been accomplished, and the security interest granted to the Collateral Agent pursuant to this Agreement in and to the Collateral of such Grantor will constitute a first priority perfected security interest therein (and with respect to perfection, to the extent that (A) perfection of the security interest in respect of such Collateral is required hereunder and (B) delivery a security interest in such Collateral may be perfected by filing, registration or recording), prior to the rights of all other Persons therein and subject to no other Liens other than Permitted Liens. The Grantors acknowledge and agree that, prior to giving effect to this Agreement, the Collateral Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer in blank, in each case included in the Collateral and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2 of the Credit Agreement. (c) Notwithstanding anything to the contrary herein, no Grantor shall be required to perfect the Security Interests had a first priority perfected security interest granted by this Security Agreement (including Security Interests in cashParent, cash accounts the Company and Investment Property included in the Collateral) by any means other than by filings World LLC pursuant to the Uniform Commercial Code terms of the relevant State(s) Original Security Agreement and delivery to the Collateral Agent (or its bailee) to be held Joinder in its possession respect of all Collateral consisting of Tangible Chattel Paper, Instruments or any Certificated Securities in each case, referred to therein to the extent included in the Collateral with a fair market value in excess of $1,500,000 individuallyprovided thereunder. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

Perfected First Priority Liens. (a) This Security Agreement Each financing statement naming a Grantor as a debtor is effective to create in favor appropriate form for filing in the appropriate filing offices of the Collateral Agent, for its benefit and for the benefit of the Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the states specified on Schedule 3.6. The Security Interests granted pursuant to this Security Agreement (i) will constitute valid and perfected Security Interests enforceable security interests in all of the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A) or (B) of this paragraph) in favor of the Collateral Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for the Obligations, upon (A) . When the filing aforesaid UCC financing statements containing an adequate description of the Collateral shall have been filed in the applicable filing offices listed on specified in Schedule I hereto 3.6, the Security Interests granted pursuant to this Agreement will constitute perfected security interests in all right, title and interest of all financing statements, in each case, naming each such Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral and (B) delivery to the Collateral Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer in blank, in each case included in the Collateral and (ii) are to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2 and rights of the Credit Agreement. (c) Notwithstanding anything others therein except for Permitted Liens. When each control agreement has been executed and delivered to the contrary hereinAdministrative Agent, no Grantor shall be required to perfect the Security Interests granted by pursuant to this Security Agreement (including Security Interests will constitute perfected security interests in cashall right, cash accounts title and Investment Property included interest of the Grantors in the Collateral) by any means Deposit Accounts subject thereto, prior to all other than by filings pursuant Liens and rights of others therein and subject to the Uniform Commercial Code of the relevant State(s) and delivery to the Collateral Agent (or its bailee) to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments or any Certificated Securities in each case, to the extent included in the Collateral with a fair market value in excess of $1,500,000 individuallyno adverse claims except for Permitted Liens. (d) It is understood and agreed that the Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such assets in the ordinary course of their respective businesses.

Perfected First Priority Liens. (a) This Security Agreement is effective to create in favor of the Collateral Agent, for its benefit and for the benefit of the Secured Parties, legal, valid and enforceable Security Interests in the Collateral, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the limitations set forth in clause (c) of this Section 3.2, the Security Interests The security interests granted pursuant to this Security Agreement (ia) upon completion of the filings and other actions specified on Schedule 4.2(a) within the time periods prescribed by applicable law (all of which, in the case of all filings and other documents listed on such schedule, have been delivered to the Collateral Trustee in duly completed and duly executed form, as applicable, and may be filed by or on behalf of the Collateral Trustee at any time) and payment of all filing fees, will constitute valid valid, perfected security interests (with respect to Intellectual Property, if and perfected Security Interests to the extent perfection may be achieved by the filing of UCC financing statements and/or security agreements in the United States Patent and Trademark Office and the United States Copyright Office) in all of the Collateral (as to which perfection may be obtained by other than the filings or other actions described in clause (A) or (B) of this paragraphExcluded Perfection Assets) in favor of the Collateral AgentTrustee, for the ratable benefit of the Secured Parties, as collateral security for the such Pledgor’s Priority Lien Obligations and such Guarantor’s Priority Lien Obligations and Parity Lien Obligations, upon (A) as applicable, enforceable in accordance with the filing in the applicable filing offices listed on Schedule I hereto terms hereof and of all financing statements, in each case, naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing Trust Agreement; provided, however, that additional filings may be necessary to perfect the Collateral and Trustee’s security interest in any After-Acquired Intellectual Property, (Bb) delivery are, to the extent that such Liens have been granted to the Collateral Agent (or its bailee) Trustee for the benefit of all Instrumentsthe Priority Lien Secured Parties, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer in blank, in each case included in the Collateral and (ii) are prior to all other Liens on the Collateral except for prior Liens not prohibited by any of the Secured Debt Documents and (c) are, to the extent that such Liens have been granted to the Collateral Trustee for the benefit of the Parity Lien Secured Parties, prior to all other than Liens permitted pursuant on the Collateral except for the prior Liens for the benefit of the Priority Lien Secured Parties and for Liens not prohibited by any of the Secured Debt Documents. Without limiting the foregoing and subject to Section 10.2 5.13 of the Credit Agreement., each Guarantor and Pledgor has taken all actions necessary, including those specified in Section 5.1, to: (ci) Notwithstanding anything to establish the contrary herein, no Grantor shall be required to perfect Collateral Trustee’s “control” (within the Security Interests granted by this Security Agreement (including Security Interests in cash, cash accounts meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Property included that is Collateral constituting Certificated Securities, Uncertificated Securities, Securities Accounts, Securities Entitlements or Commodity Accounts, (ii) establish the Collateral Trustee’s “control” (within the meaning of Section 9-104 of the New York UCC) over all Deposit Accounts that are Collateral, (iii) establish the Collateral Trustee’s “control” (within the meaning of Section 9-107 of the New York UCC) over all Letter of Credit Rights that are Collateral, (iv) establish the Collateral Trustee’s control (within the meaning of Section 9-105 of the New York UCC) over all Electronic Chattel Paper and (v) establish the Collateral Trustee’s “control” (within the meaning of Section 16 of the Uniform Electronic Transaction Act as in effect in the applicable jurisdiction (the “UETA”)) over all “transferable records” (as defined in UETA) that are Collateral) by any means other than by filings pursuant to the Uniform Commercial Code of the relevant State(s) and delivery to the Collateral Agent (or its bailee) to be held in its possession of all Collateral consisting of Tangible Chattel Paper, Instruments or any Certificated Securities in each case, to the extent included in the Collateral with a fair market value in excess of $1,500,000 individually. (d) It is understood and agreed ; provided that the Security Interests in cash and Investment Property created hereunder foregoing representation shall not prevent the Grantors from using such assets in the ordinary course of their respective businessesapply to any Excluded Perfection Assets.