Common use of Perfection and Protection of Security Interest Clause in Contracts

Perfection and Protection of Security Interest. (a) The Debtor shall, at its expense, perform all steps reasonably requested by the Administrative Agent at any time to perfect, maintain, protect, and enforce the Administrative Agent’s Liens, including without limitation: (i) filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Administrative Agent; (ii) delivering to the Administrative Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering any portion of the Collateral for which certificates of title have been issued; (iii) when any Event of Default has occurred and is continuing, transferring Inventory to warehouses or other locations designated by the Administrative Agent; (iv) placing notations on the Debtor’s books of account to disclose the Administrative Agent’s security interest; and (v) taking such other steps as are deemed reasonably necessary or desirable by the Administrative Agent to maintain and protect the Administrative Agent’s Liens. Notwithstanding the foregoing, unless any Event of Default shall have occurred and be continuing, the Debtor shall not be required to take any action to perfect the Administrative Agent’s Liens in (w) Investment Property with an aggregate value less than $100,000, (x) any Letter-of-Credit Rights with respect to any letter of credit with a face amount of $150,000 or less, but only to the extent that the aggregate face amount of all letters of credit does not exceed $750,000, (y) any Deposit Account with a balance of $150,000 or less at the close of any Business Day, but only to the extent that the aggregate number of Deposit Accounts does not exceed five (5) at any time, or (z) electronic Chattel Paper in an aggregate amount of less than $100,000. The Debtor agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement. (b) Upon the Administrative Agent’s request, the Debtor shall deliver to the Administrative Agent all Collateral consisting of negotiable or non-negotiable Documents, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and Instruments promptly after the Debtor receives the same. (c) Subject to Section 5.1(a), the Debtor shall take all steps necessary to grant the Administrative Agent control of all electronic Chattel Paper in accordance with the UCC. (d) The Debtor hereby irrevocably authorizes the Administrative Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as “all personal property” or “all assets” of the Debtor, or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the State of Delaware or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC of the State of Delaware for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) whether the Debtor is an organization, the type of organization and any organizational identification number issued to the Debtor, and (B) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of the real property to which the Collateral relates. The Debtor agrees to furnish any such information to the Administrative Agent promptly upon request, and to pay on demand all fees, costs and expenses associated with all such filings. The Debtor also ratifies its authorization for the Administrative Agent to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof. (e) The Debtor shall promptly notify the Administrative Agent of any commercial tort claim (as defined in the UCC) in excess of $1,000,000 acquired or owned by it and unless otherwise consented to by the Administrative Agent, the Debtor shall enter into a supplement to this Security Agreement, granting to the Administrative Agent a Lien in such commercial tort claim. (f) Upon the Administrative Agent’s request, but not more frequently than once during each calendar year, the Debtor shall provide to the Administrative Agent a certificate of good standing from its state of incorporation or organization. (g) Without limiting the prohibitions on mergers involving the Debtor contained in the Credit Agreement, the Debtor will not change its name, operate under any assumed name, change its structure, reincorporate or reorganize itself, or change its jurisdiction of incorporation without giving the Administrative Agent at least thirty (30) days’ prior written notice and, unless prior to such change, the Debtor shall have taken all action reasonably necessary or desirable or that the Administrative Agent may reasonably request, to preserve, perfect, confirm and protect in the manner and to the extent provided for in this Security Agreement the security interests granted hereby. (h) The Debtor acknowledges that it is not authorized to file any financing statement with respect to any of the Collateral, or any amendment or termination statement with respect to any such financing statement, without the prior written consent of the Administrative Agent and agrees that it will not do so without the prior written consent of the Administrative Agent, subject to the Debtor’s rights under Section 9-509(d)(2) of the UCC. (i) The Debtor shall not, except in connection with any Permitted Lien, enter into any contract or agreement that restricts or prohibits the grant of a security interest in Accounts, Chattel Paper, Instruments or payment intangibles or the proceeds of the foregoing to the Administrative Agent.

Perfection and Protection of Security Interest. (a) The Debtor Borrower shall, at its expense, perform all steps reasonably requested by the Administrative Agent at any time to perfect, maintain, protect, and enforce the Administrative Agent’s 's Liens, including including, without limitation: (i) executing, delivering and/or filing and recording of the Mortgage(s), the Trademark Patent and Copyright Agreements and/or amendments thereto and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Administrative Agent; (ii) delivering to the Administrative Agent the originals of all instruments, documents, and chattel paper, and all other Collateral having a value in excess of $250,000 in the aggregate of which the Agent determines it should have physical possession in order to perfect and protect the Agent's security interest therein (other than Secured Sale/Leaseback Collateral), duly pledged, endorsed or assigned to the Agent without restriction; provided that with respect to any Collateral that constitutes Shared Collateral, the Collateral Agent may continue to remain in possession thereof, subject to the terms of the Pledge Agreement, the Parent Pledge Agreement and the Intercreditor Agreement, and with respect to any other Collateral constituting capital stock of the Borrower or any of its Subsidiaries, the Borrower shall cause the stock certificates evidencing same to be delivered to the Agent, together with duly executed undated stock powers therefor; (iii) delivering to the Agent negotiable warehouse receipts covering any portion of the Collateral (other than Secured Sale/Leaseback Collateral) located in warehouses and for which negotiable warehouse receipts are issued and certificates of title covering any portion of the Collateral for which certificates of title have been issued; (iiiiv) when any an Event of Default has occurred and is continuingexists, transferring Inventory to warehouses or other locations designated by the Administrative Agent; (ivv) placing notations on the Debtor’s Borrower's books of account to disclose the Administrative Agent’s 's security interest; (vi) delivering to the Agent all letters of credit (other than Secured Sale/Leaseback Collateral) on which the Borrower is named beneficiary; and (vvii) taking such other steps as are deemed reasonably necessary or reasonably desirable by the Administrative Agent to maintain and protect the Administrative Agent’s 's Liens. Notwithstanding To the foregoing, unless any Event of Default shall have occurred and be continuingextent permitted by applicable law, the Debtor shall not be required to take any action to perfect Agent may file, without the Administrative Borrower's signature, one or more financing statements disclosing the Agent’s Liens in (w) Investment Property with an aggregate value less than $100,000, (x) any Letter-of-Credit Rights with respect to any letter of credit with a face amount of $150,000 or less, but only to the extent that the aggregate face amount of all letters of credit does not exceed $750,000, (y) any Deposit Account with a balance of $150,000 or less at the close of any Business Day, but only to the extent that the aggregate number of Deposit Accounts does not exceed five (5) at any time, or (z) electronic Chattel Paper in an aggregate amount of less than $100,000's Liens. The Debtor Borrower agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement. Without limiting the foregoing, the Borrower authorizes the Agent to file financing statements against the Borrower which have collateral descriptions substantially similar to any of the financing statements filed by the Agent against the Borrower prior to the Closing Date. (a) If any Collateral with an aggregate value in excess of $100,000 is at any time in the possession or control of any warehouseman, bailee or any of the Borrower's agents or processors, then the Borrower shall notify the Agent thereof and shall notify such Person of the Agent's security interest in such Collateral and, upon the Agent's request, instruct such Person to hold all such Collateral (other than Secured Sale/Leaseback Collateral and subject to the terms of the Intercreditor Agreement) for the Agent's account subject to the Agent's instructions. If at any time any Collateral (other than Secured Sale/Leaseback Collateral and subject to the terms of the Intercreditor Agreement) is located on any operating facility of the Borrower which is not owned by the Borrower, then the Borrower shall, at the request of the Agent, obtain written waivers, in form and substance reasonably satisfactory to the Agent, of all present and future Liens to which the owner or lessor of such premises may be entitled to assert against the Collateral. (b) Upon From time to time, the Administrative Borrower shall, upon the Agent’s 's request, the Debtor shall execute and deliver confirmatory written instruments pledging to the Administrative Agent, for the ratable benefit of the Agent all Collateral consisting of negotiable or non-negotiable Documents, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and Instruments promptly after the Debtor receives the same. (c) Subject to Section 5.1(a)Lenders, the Debtor shall take all steps necessary to grant the Administrative Agent control of all electronic Chattel Paper in accordance Collateral with the UCC. (d) The Debtor hereby irrevocably authorizes the Administrative Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as “all personal property” or “all assets” of the Debtor, or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the State of Delaware or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC of the State of Delaware for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) whether the Debtor is an organization, the type of organization and any organizational identification number issued respect to the Debtor, and (B) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of the real property to which the Collateral relates. The Debtor agrees to furnish any such information to the Administrative Agent promptly upon request, and to pay on demand all fees, costs and expenses associated with all such filings. The Debtor also ratifies its authorization for the Administrative Agent to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof. (e) The Debtor shall promptly notify the Administrative Agent of any commercial tort claim (as defined in the UCC) in excess of $1,000,000 acquired or owned by it and unless otherwise consented to by the Administrative Agent, the Debtor shall enter into a supplement to this Security Agreement, granting to the Administrative Agent a Lien in such commercial tort claim. (f) Upon the Administrative Agent’s requestBorrower, but the Borrower's failure to do so shall not more frequently than once during each calendar year, affect or limit the Debtor shall provide to Agent's security interest or the Administrative Agent a certificate of good standing from its state of incorporation or organization. (g) Without limiting the prohibitions on mergers involving the Debtor contained Agent's other rights in the Credit Agreement, the Debtor will not change its name, operate under any assumed name, change its structure, reincorporate or reorganize itself, or change its jurisdiction of incorporation without giving the Administrative Agent at least thirty (30) days’ prior written notice and, unless prior to such change, the Debtor shall have taken all action reasonably necessary or desirable or that the Administrative Agent may reasonably request, to preserve, perfect, confirm and protect in the manner and to the extent provided for in this Security Agreement the security interests granted hereby. (h) The Debtor acknowledges that it is not authorized to file any financing statement Collateral with respect to the Borrower. So long as this Agreement is in effect and until the Payment and Termination Date, the Agent's Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, loan, extension of the Collateralcredit, or any amendment or termination statement with respect to any such financing statement, without the prior written consent of the Administrative Agent and agrees that it will not do so without the prior written consent of the Administrative Agent, subject to the Debtor’s rights under Section 9-509(d)(2) of the UCCother financial accommodation). (i) The Debtor shall not, except in connection with any Permitted Lien, enter into any contract or agreement that restricts or prohibits the grant of a security interest in Accounts, Chattel Paper, Instruments or payment intangibles or the proceeds of the foregoing to the Administrative Agent.

Perfection and Protection of Security Interest. (a) The Debtor Borrowers shall, at its their expense, perform all steps reasonably requested by the Administrative Agent Lender at any time to perfect, maintain, protect, and enforce its Liens in the Administrative Agent’s LiensCollateral including, including without limitation: (i) executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Administrative AgentLender; (ii) delivering to the Administrative Agent Lender the original certificates of title for all motor vehicles of the Borrowers with the Lender's security interest properly endorsed thereon; (iii) delivering to the Lender the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Lender determines it should have physical possession in order to perfect and protect the Lender's security interest therein, duly endorsed or assigned to the Lender without restriction; (iv) delivering to the Lender warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering any portion of the Collateral for which certificates of title have been issued; (iiiv) when delivering to the Lender all letters of credit on which any Event of Default has occurred and Borrower is continuing, transferring Inventory to warehouses or other locations designated by the Administrative Agentnamed beneficiary; (ivvi) placing notations on the Debtor’s books filing and recordation with the U.S. Surface Transportation Board of account to disclose this Agreement and any other agreement under which any Person other than the Administrative Agent’s security interestBorrowers shall use any Equipment; and (vvii) taking such other steps as are deemed reasonably necessary or desirable by the Administrative Agent Lender to maintain and protect the Administrative Agent’s its Liens. Notwithstanding To the foregoing, unless any Event of Default shall have occurred and be continuingextent permitted by applicable law, the Debtor shall not be required to take Lender may file, without any action to perfect the Administrative Agent’s Liens in (w) Investment Property with an aggregate value less than $100,000Borrower's signature, (x) any Letter-of-Credit Rights with respect to any letter of credit with a face amount of $150,000 one or less, but only to the extent that the aggregate face amount of all letters of credit does not exceed $750,000, (y) any Deposit Account with a balance of $150,000 or less at the close of any Business Day, but only to the extent that the aggregate number of Deposit Accounts does not exceed five (5) at any time, or (z) electronic Chattel Paper in an aggregate amount of less than $100,000more financing statements disclosing its Liens. The Debtor Borrower agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement. (b) Upon If any Collateral is at any time in the Administrative Agent’s possession or control of any warehouseman, bailee or any agent of any of the Borrowers, then such Borrower shall notify the Lender thereof and shall notify such Person of the Lender's security interest in such Collateral and, upon the Lender's request, instruct such Person to hold all such Collateral for the Debtor shall deliver Lender's account subject to the Administrative Agent all Lender's instructions. If at any time significant operations of the Borrowers' business are operated on or any significant Collateral consisting is located on any premises that are not owned by a Borrower, then the Borrowers shall use Good Faith efforts to obtain, at the request of negotiable the Lender, attornment agreements in form and substance satisfactory to the Lender with the owner or non-negotiable Documents, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and Instruments promptly after the Debtor receives the samelessor of such premises. (c) Subject to Section 5.1(a), the Debtor shall take all steps necessary to grant the Administrative Agent control of all electronic Chattel Paper in accordance with the UCC. (d) The Debtor hereby irrevocably authorizes the Administrative Agent at any time and from From time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements time, each Borrower shall, upon the Lender's request, execute and amendments thereto that (a) indicate the Collateral (i) as “all personal property” or “all assets” of the Debtor, or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the State of Delaware or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC of the State of Delaware for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) whether the Debtor is an organization, the type of organization and any organizational identification number issued deliver confirmatory written instruments pledging to the Debtor, and (B) in Lender the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of the real property to which the Collateral relates. The Debtor agrees to furnish any such information to the Administrative Agent promptly upon request, and to pay on demand all fees, costs and expenses associated with all such filings. The Debtor also ratifies its authorization for the Administrative Agent to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof. (e) The Debtor shall promptly notify the Administrative Agent of any commercial tort claim (as defined in the UCC) in excess of $1,000,000 acquired or owned by it and unless otherwise consented to by the Administrative Agent, the Debtor shall enter into a supplement to this Security Agreement, granting to the Administrative Agent a Lien in such commercial tort claim. (f) Upon the Administrative Agent’s requestCollateral, but any Borrower's failure to do so shall not more frequently than once during each calendar year, affect or limit the Debtor shall provide to Lender's security interest or the Administrative Agent a certificate of good standing from its state of incorporation or organization. (g) Without limiting the prohibitions on mergers involving the Debtor contained Lender's other rights in the Credit Agreement, the Debtor will not change its name, operate under any assumed name, change its structure, reincorporate or reorganize itself, or change its jurisdiction of incorporation without giving the Administrative Agent at least thirty (30) days’ prior written notice and, unless prior to such change, the Debtor shall have taken all action reasonably necessary or desirable or that the Administrative Agent may reasonably request, to preserve, perfect, confirm and protect in the manner and to the extent provided for Collateral. So long as the Working Capital Commitment is in this Security Agreement the security interests granted hereby. (h) The Debtor acknowledges that it is not authorized to file any financing statement with respect to effect or any of the Obligations remain outstanding, the Lender's Liens shall continue in full force and effect in all Collateral, or any amendment or termination statement with respect to any such financing statement, without the prior written consent of the Administrative Agent and agrees that it will not do so without the prior written consent of the Administrative Agent, subject to the Debtor’s rights under Section 9-509(d)(2) of the UCC. (i) The Debtor shall not, except in connection with any Permitted Lien, enter into any contract or agreement that restricts or prohibits the grant of a security interest in Accounts, Chattel Paper, Instruments or payment intangibles or the proceeds of the foregoing to the Administrative Agent.

Perfection and Protection of Security Interest. (a) The Debtor Each Obligor shall, as applicable, at its such Obligor’s expense, perform all steps reasonably requested by the Administrative Agent at any time to perfect, maintain, protect, and enforce the Administrative Agent’s Liens, including without limitationincluding: (i) filing financing or continuation statementsupon an Event of Default, and amendments thereof, in form and substance reasonably satisfactory to the Administrative Agent; (ii) delivering to the Administrative Agent (1) the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Agent reasonably determines it should have physical possession in order to perfect and protect the Agent’s security interest therein, duly pledged, endorsed, or assigned to the Agent without restriction, (2) warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and issued, (3) certificates of title (excluding deeds for Real Estate) covering any portion of the Collateral for which certificates of title have been issued; (iii) when any Event of Default has occurred and is continuing, transferring Inventory to warehouses or other locations designated by the Administrative Agent; (iv) placing notations on the Debtor’s books of account to disclose the Administrative Agent’s security interest; issued and (v4) taking such other steps as are deemed reasonably necessary or desirable by the Administrative Agent to maintain and protect the Administrative Agent’s Liens. Notwithstanding the foregoing, unless any Event of Default shall have occurred and be continuing, the Debtor shall not be required to take any action to perfect the Administrative Agent’s Liens in (w) Investment Property with an aggregate value less than $100,000, (x) any Letter-of-Credit Rights with respect to any letter of credit with a face amount of $150,000 or less, but only to the extent that the aggregate face amount of all letters of credit does not exceed $750,000on which such Obligor is named beneficiary. Notwithstanding anything to the contrary contained herein, no Obligor shall be required to obtain, maintain or provide any (x) mortgage or deed of trust (except as set forth in Section 6.3 below), title insurance commitment or policy or survey, in each case, in respect of any Property or (y) any Deposit Account with a balance of $150,000 lockbox agreement, deposit account control agreement (or less at the close similar agreement), or securities account control agreement (or similar agreement), in each case, in respect of any Business Day, but only to the extent that the aggregate number of Deposit Accounts does not exceed five (5) at any time, or (z) electronic Chattel Paper in an aggregate amount of less than $100,000. The Debtor agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statementCollateral. (b) Upon To the Administrative extent permitted by any Legal Requirement, the Agent may file, without any Obligor’s signature, one or more financing statements disclosing the Agent’s requestLiens on the Collateral; provided that the Agent will not file any financing statement against any Obligor if such filing would require the payment of any documentary, intangibles or similar fees or taxes (other than customary filing charges per page and nominal fees and taxes) except filings reasonably necessary to perfect the Debtor shall deliver Agent’s Liens with respect to (i) any Obligor organized as of the date hereof in a jurisdiction where the filing of financing statements would not require the payment of such fees or taxes, if such Obligor reorganizes in another jurisdiction or (ii) any assets over which the Agent’s Liens are or have been perfected pursuant to the Administrative Agent all Collateral consisting of negotiable or non-negotiable Documentsterms hereof, certificated securities (accompanied if such assets are transferred by stock powers executed any Obligor to an Obligor organized in blank), Chattel Paper and Instruments promptly after the Debtor receives the sameanother jurisdiction. (c) Subject to Section 5.1(aTo the extent any Obligor is or becomes the issuer of any Investment Property that is Collateral (in such capacity, an “Issuer”), each Obligor agrees as follows with respect to such Investment Property, but subject to the Debtor shall take all steps necessary to grant the Administrative Agent control of all electronic Chattel Paper in accordance with the UCC. (d) The Debtor hereby irrevocably authorizes the Administrative Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as “all personal property” or “all assets” of the Debtor, or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the State of Delaware or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC of the State of Delaware for the sufficiency or filing office acceptance terms of any financing statement documents or amendment, including (A) whether the Debtor is an organization, the type of organization and any organizational identification number issued to the Debtor, and (B) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of the real property to which the Collateral relates. The Debtor agrees to furnish any such information to the Administrative Agent promptly upon request, and to pay on demand all fees, costs and expenses associated with all such filings. The Debtor also ratifies its authorization for the Administrative Agent to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed agreements entered into prior to the date hereof. (e) The Debtor shall promptly notify the Administrative Agent of Closing Date creating or evidencing any commercial tort claim (as defined in the UCC) in excess of $1,000,000 acquired or owned by it and unless otherwise consented to by the Administrative Agent, the Debtor shall enter into a supplement to this Security Agreement, granting to the Administrative Agent a Pre-Petition Lien in such commercial tort claim. (f) Upon the Administrative Agent’s request, but not more frequently than once during each calendar year, the Debtor shall provide to the Administrative Agent a certificate of good standing from its state of incorporation or organization. (g) Without limiting the prohibitions on mergers involving the Debtor contained in the Credit Agreement, the Debtor will not change its name, operate under any assumed name, change its structure, reincorporate or reorganize itself, or change its jurisdiction of incorporation without giving the Administrative Agent at least thirty (30) days’ prior written notice and, unless prior to such change, the Debtor shall have taken all action reasonably necessary or desirable or that the Administrative Agent may reasonably request, to preserve, perfect, confirm and protect in the manner and to the extent provided for in this Security Agreement the security interests granted hereby. (h) The Debtor acknowledges that it is not authorized to file any financing statement with respect to any of the Collateral, or any amendment or termination statement with respect to any such financing statement, without the prior written consent of the Administrative Agent and agrees that it will not do so without the prior written consent of the Administrative Agent, subject to the Debtor’s rights under Section 9-509(d)(2) of the UCC.Investment Property: (i) The Debtor All such Investment Property issued by such Issuer, all warrants, and all non-cash dividends and other non-cash distributions in respect thereof at any time registered in the name of, or otherwise deliverable to, any Obligor, shall not, except in connection with any Permitted Lien, enter into any contract or agreement that restricts or prohibits the grant of a security interest in Accounts, Chattel Paper, Instruments or payment intangibles or the proceeds of the foregoing be delivered directly to the Administrative Agent, for the account of such Obligor, at the Agent’s address for notices set forth in Section 15.7. (ii) All cash dividends, cash distributions, and other cash or cash equivalents in respect of such Investment Property at any time payable or deliverable to any Obligor shall be deposited into the Cash Collateral Account. (iii) Such Issuer will not acknowledge any transfer or encumbrance in respect of such Investment Property to or in favor of any Person other than the Agent or a Person designated by the Agent in writing.

Perfection and Protection of Security Interest. (a) The Debtor shall, at its expense, perform all steps reasonably requested by the Administrative Collateral Agent at any time to perfect, maintain, protect, and enforce the Administrative Collateral Agent’s Liens, including without limitation: (i) filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Administrative Collateral Agent; (ii) delivering to the Administrative Collateral Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering any portion of the Collateral for which certificates of title have been issued; (iii) when any Event of Default has occurred and is continuing, transferring Inventory to warehouses or other locations designated by the Administrative Collateral Agent; (iv) placing notations on the Debtor’s books of account to disclose the Administrative Collateral Agent’s security interest; and (v) taking such other steps as are deemed reasonably necessary or desirable by the Administrative Collateral Agent to maintain and protect the Administrative Collateral Agent’s Liens. Notwithstanding the foregoing, unless any Event of Default shall have occurred and be continuing, the Debtor shall not be required to take any action to perfect the Administrative Collateral Agent’s Liens in (w) Investment Property with an aggregate value less than $100,000, (x) any Letter-of-Credit Rights with respect to any letter of credit with a face amount of $150,000 or less, but only to the extent that the aggregate face amount of all letters of credit does not exceed $750,000, (y) any Deposit Account with a balance of $150,000 or less at the close of any Business Day, but only to the extent that the aggregate number of Deposit Accounts does not exceed five (5) at any time, or (z) electronic Chattel Paper in an aggregate amount of less than $100,000. The Debtor agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement. (b) Upon the Administrative Collateral Agent’s request, the Debtor shall deliver to the Administrative Collateral Agent all Collateral consisting of negotiable or non-negotiable Documents, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and Instruments promptly after the Debtor receives the same. (c) Subject to Section 5.1(a), the Debtor shall take all steps necessary to grant the Administrative Collateral Agent control of all electronic Chattel Paper in accordance with the UCC. (d) The Debtor hereby irrevocably authorizes the Administrative Collateral Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as “all personal property” or “all assets” of the DebtorDebtor (other than the Excluded Property), or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the State of Delaware or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC of the State of Delaware for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) whether the Debtor is an organization, the type of organization and any organizational identification number issued to the Debtor, and (B) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of the real property to which the Collateral relates. The Debtor agrees to furnish any such information to the Administrative Collateral Agent promptly upon request, and to pay on demand all fees, costs and expenses associated with all such filings. The Debtor also ratifies its authorization for the Administrative Collateral Agent to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof. (e) The Debtor shall promptly notify the Administrative Collateral Agent of any commercial tort claim (as defined in the UCC) in excess of $1,000,000 acquired or owned by it and unless otherwise consented to by the Administrative Collateral Agent, the Debtor shall enter into a supplement to this Security Agreement, granting to the Administrative Collateral Agent a Lien in such commercial tort claim. (f) Upon the Administrative Collateral Agent’s request, but not more frequently than once during each calendar year, the Debtor shall provide to the Administrative Collateral Agent a certificate of good standing from its state of incorporation or organization. (g) Without limiting the prohibitions on mergers involving the Debtor contained in the Credit Agreement, the Debtor will not change its name, operate under any assumed name, change its structure, reincorporate or reorganize itself, or change its jurisdiction of incorporation without giving the Administrative Collateral Agent at least thirty (30) days’ prior written notice and, unless prior to such change, the Debtor shall have taken all action reasonably necessary or desirable or that the Administrative Collateral Agent may reasonably request, to preserve, perfect, confirm and protect in the manner and to the extent provided for in this Security Agreement the security interests granted hereby. (h) The Debtor acknowledges that it is not authorized to file any financing statement with respect to any of the Collateral, or any amendment or termination statement with respect to any such financing statement, without the prior written consent of the Administrative Collateral Agent and agrees that it will not do so without the prior written consent of the Administrative Collateral Agent, subject to the Debtor’s rights under Section 9-509(d)(2) of the UCC. (i) The Debtor shall not, except in connection with any Permitted Lien, enter into any contract or agreement that restricts or prohibits the grant of a security interest in Accounts, Chattel Paper, Instruments or payment intangibles or the proceeds of the foregoing to the Administrative Collateral Agent.

Perfection and Protection of Security Interest. (a) The Debtor Borrower shall, at its expense, perform all steps reasonably requested by the Administrative Agent at any time to perfect, maintain, protect, and enforce the Administrative Agent’s 's Liens, including without limitationincluding: (i) executing, delivering and/or filing and recording of the Mortgage(s) and the Patent, Trademark and Copyright Security Agreement, and executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Administrative AgentCo-Agents; (ii) delivering to the Administrative Agent the originals of all instruments, documents, and chattel paper, and all other Collateral of which the Administrative Agent determines it should have physical possession in order to perfect and protect the Administrative Agent's security interest therein, duly pledged, endorsed or assigned to the Administrative Agent without restriction; (iii) delivering to the Administrative Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering any portion of the Collateral collateral for which certificates of title have been issued; (iiiiv) when any an Event of Default has occurred and is continuingexists, transferring Inventory to warehouses or other locations designated by the Administrative Agent; (ivv) placing notations on the Debtor’s Borrower's books of account to disclose the Administrative Agent’s 's security interest; (vii) delivering to the Administrative Agent all letters of credit on which the Borrower is named beneficiary; and (vviii) taking such other steps as are deemed reasonably necessary or desirable by the Administrative Agent to maintain and protect the Administrative Agent’s 's Liens. Notwithstanding To the foregoing, unless any Event of Default shall have occurred and be continuingextent permitted by applicable law, the Debtor shall not be required to take any action to perfect Administrative Agent may file, without the Borrower's signature, one or more financing statements disclosing the Administrative Agent’s Liens in (w) Investment Property with an aggregate value less than $100,000, (x) any Letter-of-Credit Rights with respect to any letter of credit with a face amount of $150,000 or less, but only to the extent that the aggregate face amount of all letters of credit does not exceed $750,000, (y) any Deposit Account with a balance of $150,000 or less at the close of any Business Day, but only to the extent that the aggregate number of Deposit Accounts does not exceed five (5) at any time, or (z) electronic Chattel Paper in an aggregate amount of less than $100,000's Liens. The Debtor Borrower agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement. (b) Upon If any Collateral is at any time in the possession or control of any warehouseman, bailee or any of the Borrower's agents or processors, then the Borrower shall notify the Administrative Agent thereof and shall, at the request of Administrative Agent, notify such Person of the Administrative Agent’s request, 's security interest in such Collateral and instruct such Person to hold all such Collateral for the Debtor shall deliver Administrative Agent's account subject to the Administrative Agent Agent's instructions. If at any time any Collateral is located on any operating facility of the Borrower which is not owned by the Borrower, then the Borrower shall, at the request of the Administrative Agent, obtain written subordinations, in form and substance satisfactory to the Administrative Agent, of all Collateral consisting present and future Liens to which the owner or lessor of negotiable or non-negotiable Documents, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and Instruments promptly after such premises may be entitled to assert against the Debtor receives the sameCollateral. (c) Subject From time to Section 5.1(a)time, the Debtor shall take all steps necessary to grant Borrower shall, upon the Administrative Agent control of all electronic Chattel Paper in accordance with the UCC. (d) The Debtor hereby irrevocably authorizes the Administrative Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as “all personal property” or “all assets” of the Debtor, or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the State of Delaware or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC of the State of Delaware for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) whether the Debtor is an organization, the type of organization and any organizational identification number issued to the Debtor, and (B) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of the real property to which the Collateral relates. The Debtor agrees to furnish any such information to the Administrative Agent promptly upon Agent's request, execute and deliver confirmatory written instruments pledging to pay on demand all fees, costs and expenses associated with all such filings. The Debtor also ratifies its authorization for the Administrative Agent to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof. (e) The Debtor shall promptly notify the Administrative Agent of any commercial tort claim (as defined in the UCC) in excess of $1,000,000 acquired or owned by it and unless otherwise consented to by the Administrative Agent, for the Debtor shall enter into a supplement to this Security Agreementratable benefit of the Co-Agents and the Lenders, granting the Collateral with respect to the Administrative Borrower, but the Borrower's failure to do so shall not affect or limit any security interest or any other rights of any Co-Agent a Lien or any Lender in such commercial tort claim. (f) Upon and to the Collateral with respect to the Borrower. So long as this Agreement is in effect and until all Obligations have been fully satisfied, the Administrative Agent’s request's Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of calculating the Availability or as the basis for any advance, but not more frequently than once during each calendar yearloan, the Debtor shall provide to the Administrative Agent a certificate extension of good standing from its state of incorporation or organization. (g) Without limiting the prohibitions on mergers involving the Debtor contained in the Credit Agreement, the Debtor will not change its name, operate under any assumed name, change its structure, reincorporate or reorganize itselfcredit, or change its jurisdiction of incorporation without giving the Administrative Agent at least thirty (30) days’ prior written notice and, unless prior to such change, the Debtor shall have taken all action reasonably necessary or desirable or that the Administrative Agent may reasonably request, to preserve, perfect, confirm and protect in the manner and to the extent provided for in this Security Agreement the security interests granted herebyother financial accommodation). (h) The Debtor acknowledges that it is not authorized to file any financing statement with respect to any of the Collateral, or any amendment or termination statement with respect to any such financing statement, without the prior written consent of the Administrative Agent and agrees that it will not do so without the prior written consent of the Administrative Agent, subject to the Debtor’s rights under Section 9-509(d)(2) of the UCC. (i) The Debtor shall not, except in connection with any Permitted Lien, enter into any contract or agreement that restricts or prohibits the grant of a security interest in Accounts, Chattel Paper, Instruments or payment intangibles or the proceeds of the foregoing to the Administrative Agent.

Perfection and Protection of Security Interest. (a) The Debtor shall, at its expense, perform all steps reasonably requested by the Administrative Collateral Agent at any time to perfect, maintain, protect, and enforce the Administrative Collateral Agent’s 's Liens, including without limitationincluding: (i) filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Administrative Collateral Agent; (ii) delivering to the Administrative Collateral Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering any portion of the Collateral for which certificates of title have been issued; (iii) when any Event of Default has occurred and is continuing, transferring Inventory to warehouses or other locations designated by the Administrative Collateral Agent; (iv) placing notations on the Debtor’s 's books of account to disclose the Administrative Collateral Agent’s 's security interest; and (v) taking such other steps as are deemed reasonably necessary or desirable by the Administrative Collateral Agent to maintain and protect the Administrative Collateral Agent’s 's Liens. Notwithstanding the foregoing, unless any Event of Default shall have occurred and be continuing, the Debtor shall not be required to take any action to perfect the Administrative Collateral Agent’s 's Liens in (w) Investment Property with an aggregate value less than $100,000, (x) any Letter-of-Credit Rights with respect to any letter of credit with a face amount of $150,000 or less, but only to the extent that the aggregate face amount of all letters of credit does not exceed $750,000, (y) any Deposit Account with a balance of $150,000 or less at the close of any Business Day, but only to the extent that the aggregate number of Deposit Accounts does not exceed five (5) at any time, or (z) electronic Chattel Paper chattel paper in an aggregate amount of less than $100,000. The Debtor agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement. (b) Upon the Administrative Collateral Agent’s 's request, the Debtor shall deliver to the Administrative Collateral Agent all Collateral consisting of negotiable or non-negotiable Documents, certificated securities (accompanied by stock powers executed in blank), Chattel Paper and Instruments promptly after the Debtor receives the same. (c) Subject to Section 5.1(a)) hereof, the Debtor shall take all steps necessary to grant the Administrative Collateral Agent control of all electronic Chattel Paper chattel paper in accordance with the UCC. (d) The Debtor hereby irrevocably authorizes the Administrative Collateral Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as “all personal property” or “all assets” property assets of the Debtor, Debtor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the State of Delaware or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC of the State of Delaware for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) whether the Debtor is an organization, the type of organization and any organizational identification number issued to the Debtor, and (B) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of the real property to which the Collateral relates. The Debtor agrees to furnish any such information to the Administrative Collateral Agent promptly upon request, and to pay on demand all fees, costs and expenses associated with all such filings. The Debtor also ratifies its authorization for the Administrative Collateral Agent to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof. (e) The Debtor shall promptly notify the Administrative Collateral Agent of any commercial tort claim (as defined in the UCC) in excess of $1,000,000 250,000 acquired or owned by it and unless otherwise consented to by the Administrative Collateral Agent, the Debtor shall enter into a supplement to this Security Agreement, granting to the Administrative Collateral Agent a Lien in such commercial tort claim. (f) Upon the Administrative Collateral Agent’s 's request, but not more frequently than once during each calendar year, the Debtor shall provide to the Administrative Collateral Agent a certificate of good standing from its state of incorporation or organization. (g) Without limiting the prohibitions on mergers involving the Debtor contained in the Credit Agreement and the Note Agreement, the Debtor will not change its name, operate under any assumed name, change its structure, reincorporate or reorganize itself, or change its jurisdiction of incorporation without giving the Administrative Collateral Agent at least thirty (30) days’ ' prior written notice and, unless prior to such change, the Debtor shall have taken all action reasonably necessary or desirable or that the Administrative Collateral Agent may reasonably request, to preserve, perfect, confirm and protect in the manner and to the extent provided for in this Security Agreement the security interests granted hereby. (h) The Debtor acknowledges that it is not authorized to file any financing statement with respect to any of the Collateral, or any amendment or termination statement with respect to any such financing statement, statement without the prior written consent of the Administrative Collateral Agent and agrees that it will not do so without the prior written consent of the Administrative Collateral Agent, subject to the Debtor’s 's rights under Section 9-509(d)(2) of the UCC. (i) The Debtor shall not, except in connection with any Permitted Lien, enter into any contract or agreement that restricts or prohibits the grant of a security interest in Accounts, Chattel Paper, Instruments or payment intangibles or the proceeds of the foregoing to the Administrative Collateral Agent.

Perfection and Protection of Security Interest. (a) The Debtor Each Grantor shall, at its expense, perform all steps reasonably requested by the Administrative Agent at any time to perfect, maintain, protect, and enforce the Administrative Agent’s 's Liens, including without limitationincluding: (i) executing and filing financing or continuation statements, and amendments thereof, in form and substance reasonably satisfactory to the Administrative Agent; (ii) delivering to the Administrative Agent warehouse receipts covering any portion of the Collateral located in warehouses and for which warehouse receipts are issued and certificates of title covering any portion of the Collateral collateral for which certificates of title have been issued; (iii) when any an Event of Default has occurred and is continuing, transferring Inventory to warehouses or other locations designated by the Administrative Agent; (iv) placing notations on the Debtor’s Grantors' books of account to disclose the Administrative Agent’s 's security interest; and (v) taking such other steps as are deemed reasonably necessary or desirable by the Administrative Agent to maintain and protect the Administrative Agent’s 's Liens. Notwithstanding the foregoing, unless any Event of Default shall have occurred and be continuing, the Debtor shall not be required to take any action to perfect the Administrative Agent’s Liens in (w) Investment Property with an aggregate value less than $100,000, (x) any Letter-of-Credit Rights with respect to any letter of credit with a face amount of $150,000 or less, but only to the extent that the aggregate face amount of all letters of credit does not exceed $750,000, (y) any Deposit Account with a balance of $150,000 or less at the close of any Business Day, but only to the extent that the aggregate number of Deposit Accounts does not exceed five (5) at any time, or (z) electronic Chattel Paper in an aggregate amount of less than $100,000. The Debtor Each Grantor agrees that a carbon, photographic, photostatic, or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement. (b) Upon the Administrative Agent’s requestUnless Agent shall otherwise consent in writing (which consent may be revoked), the Debtor each Grantor shall deliver to the Administrative Agent all Collateral consisting of negotiable or non-negotiable Documents, certificated securities (accompanied by stock powers papers executed in blank), Chattel Paper and Instruments promptly after the Debtor such Grantor receives the same. (c) Subject Each Grantor shall in all instances use its commercially reasonable best efforts to Section 5.1(aobtain signed acknowledgements of Agent's Liens from bailees having possession of any Collateral that they hold for the benefit of Agent and each Grantor shall use its commercially reasonable best efforts to obtain waivers or subordinations of Liens from landlords and mortgagees unless the Agent shall have agreed in its sole discretion to make Reserves against the Borrowing Base for rent under such leases. (d) If required by the terms of the Credit Agreement and not waived by Agent in writing (which waiver may be revoked), each Grantor shall obtain authenticated control agreements from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities to or for such Grantor. (e) If a Grantor is or becomes the Debtor beneficiary of a letter of credit, such Grantor shall promptly notify Agent thereof and enter into a tri-party agreement with Agent and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to the Payment Account, all in form and substance reasonably satisfactory to Agent. (f) Each Grantor shall take all steps necessary to grant the Administrative Agent control of all electronic Chattel Paper chattel paper in accordance with the UCCCode and all "transferable records" as defined in the Uniform Electronic Transactions Act. (dg) The Debtor Each Grantor hereby irrevocably authorizes the Administrative Agent at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral (i) as “all personal property” or “all assets” of the Debtor, or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the State of Delaware or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC of the State of Delaware North Carolina for the sufficiency or filing office acceptance of any financing statement or amendment, including (Ai) whether the Debtor such Grantor is an organization, the type of organization and any organizational organization identification number issued to the Debtorsuch Grantor, and (Bii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of the real property to which the Collateral relates. The Debtor Each Grantor agrees to furnish any such information to the Administrative Agent promptly upon request, and to pay on demand all fees, costs and expenses associated with all such filings. The Debtor Each Grantor also ratifies its authorization for the Administrative Agent to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof. (eh) The Debtor Unless otherwise consented by Agent, each Grantor shall promptly notify after the Administrative Agent filing of any commercial tort claim (as defined in the UCC) in excess of $1,000,000 acquired or owned by it and unless otherwise consented to by the Administrative Agentit, the Debtor shall enter into a supplement to this Security Agreement, granting to the Administrative Agent a Lien in such commercial tort claim. (fi) Upon From time to time, each Grantor shall, upon the Administrative Agent’s 's request, but not more frequently than once during each calendar yearexecute and deliver confirmatory written instruments pledging to the Agent, for the ratable benefit of the Agent and the Lenders, the Debtor Collateral, but the Grantor's failure to do so shall provide not affect or limit any security interest or any other rights of the Agent or any Lender in and to the Administrative Agent a certificate Collateral with respect to such Grantor. So long as the Credit Agreement is in effect and until all Obligations have been fully satisfied, the Agent's Liens shall continue in full force and effect in all Collateral (whether or not deemed eligible for the purpose of good standing from its state calculating the Availability or as the basis for any advance, loan, extension of incorporation credit, or organizationother financial accommodation). (gj) Without limiting the prohibitions on mergers involving the Debtor contained in the Credit Agreement, the Debtor will not change its name, operate under any assumed name, change its structure, reincorporate or reorganize itself, or change its jurisdiction of incorporation without giving the Administrative Agent at least thirty (30) days’ prior written notice and, unless prior to such change, the Debtor shall have taken all action reasonably necessary or desirable or that the Administrative Agent may reasonably request, to preserve, perfect, confirm and protect in the manner and to the extent provided for in this Security Agreement the security interests granted hereby[reserved]. (h) The Debtor acknowledges that it is not authorized to file any financing statement with respect to any of the Collateral, or any amendment or termination statement with respect to any such financing statement, without the prior written consent of the Administrative Agent and agrees that it will not do so without the prior written consent of the Administrative Agent, subject to the Debtor’s rights under Section 9-509(d)(2) of the UCC. (i) The Debtor shall not, except in connection with any Permitted Lien, enter into any contract or agreement that restricts or prohibits the grant of a security interest in Accounts, Chattel Paper, Instruments or payment intangibles or the proceeds of the foregoing to the Administrative Agent.