Common use of Perfected First Priority Liens Clause in Contracts

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 (as such schedule shall be updated from time to time pursuant to Section 4.3) and contains an adequate description of the Collateral for purposes of perfecting a security interest in such Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC. The Security Interests granted pursuant to this Agreement constitute valid and enforceable security interests in all of the Collateral in favor of the Administrative Agent, for the benefit of the Secured Parties, as collateral security for the Secured Obligations, the Security Interest 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 Collateral described therein, and the power to transfer rights in such Collateral, in each case to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all other Liens and rights of others therein, except for Permitted Liens. When the 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 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 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”), 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 applicable Grantor shall have delivered any 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 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, except for Permitted Liens.

Perfected First Priority Liens. Each financing statement naming any Grantor as a debtor The security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3 (including obtaining "control" (within the meaning of the STA) of Deposit Accounts and Securities Accounts (other than Permitted Unperfected Accounts), Investment Property and, to 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 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 completed and, where applicable, duly executed form) will constitute valid perfected security interests (as such schedule shall be updated from time to time pursuant to Section 4.3) and contains an adequate description of the Collateral for purposes of perfecting a security interest in such Collateral to the extent that a perfection of security interest interests therein may be perfected by filing pursuant to of a financing statement under the UCC. The Security Interests granted pursuant to this Agreement constitute valid PPSA and/or filings with the Canadian Intellectual Property Office or Canadian Industrial Design Office, as applicable, possession by the Administrative Agent of the respective Investment Property or "control" of Deposit Accounts and enforceable security interests Securities Accounts) in all of the Collateral (excluding Letter-of-Credit Rights where written request has not been made by the Administrative Agent) in favor of the Administrative Agent, for the ratable benefit of the Secured PartiesAdministrative Agent and the Lenders, as collateral security for the Secured such Grantor's Obligations, enforceable in accordance with the Security Interest 60010211_5 will constitute a perfected security interest in terms hereof against all rightcreditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor, title and interest of the applicable Grantor named as debtor in such financing statement other than purchasers in the Collateral described thereinordinary course of business, and the power to transfer rights in such Collateral, in each case to the extent that a security interest therein may be perfected by filing pursuant to the UCC, (b) are prior to all other Liens and rights of others therein, on the Collateral in existence on the date hereof except for Permitted LiensLiens permitted by the Credit Agreement and other Liens which have priority over the Liens granted hereunder on the Collateral by operation of law. When Notwithstanding anything to the applicable Controlled Depositarycontrary contained above or elsewhere in this Agreement, but nonetheless subject to the Administrative Agent and terms of the applicable Intercreditor Agreement, with respect to Letter-of-Credit Rights where the relevant Grantor have Authenticated a record providing that the applicable Controlled Depositary will comply with instructions originated has been requested by the Administrative Agent directing disposition to obtain "control" 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”)same, 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 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”), 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 applicable respective Grantor shall have delivered a reasonable period of time to comply with such request and such "control" shall not be required if the respective Grantor is unable to obtain any Instrumentsrequired consents for such "control" after using commercially reasonable efforts to obtain same, Tangible Chattel Paper, money or Certificated Securities (together with an Effective Endorsement and Assignment in the case of Instruments unless and Certificated Securities) to the Administrative Agent, the Security Interest will constitute a perfected security interest in all right, title and interest until "control" of the applicable Grantor respective Letter-of-Credit Rights is obtained in such Instrumentsaccordance with the above provisions of this Section 4.3 (including this sentence), Tangible Chattel Paper, money there shall be no violation of any representation or Certificated Securities, and the power to transfer rights warranty or covenant contained 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, except for Permitted Liensthis Agreement as a result thereof.

Perfected First Priority Liens. Each financing statement naming any Grantor as a debtor The security interests granted pursuant to this Agreement (a) 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 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 completed and, where applicable, duly executed form) will constitute valid perfected security interests (as such schedule shall be updated from time to time pursuant to Section 4.3) and contains an adequate description of the Collateral for purposes of perfecting a security interest in such Collateral to the extent that a perfection of security interest interests therein may be perfected by filing pursuant to of UCC-1 financing statements and/or filings with the UCC. The Security Interests granted pursuant to this Agreement constitute valid United States Patent and enforceable 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 (excluding Letter-of-Credit Rights where written request has not been made by the Administrative Agent) in favor of the Administrative Agent, for the ratable benefit of the Secured PartiesAdministrative Agent and the Lenders, as collateral security for the Secured such Grantor's Obligations, enforceable in accordance with the Security Interest 60010211_5 will constitute a perfected security interest in terms hereof against all rightcreditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor, title and interest of the applicable Grantor named as debtor in such financing statement other than purchasers in the Collateral described thereinordinary course of business, and the power to transfer rights in such Collateral, in each case to the extent that a security interest therein may be perfected by filing pursuant to the UCC, (b) are prior to all other Liens and rights of others therein, on the Collateral in existence on the date hereof except for Permitted LiensLiens permitted by the Credit Agreement and other Liens which have priority over the Liens granted hereunder on the Collateral by operation of law. When Notwithstanding anything to the applicable Controlled Depositarycontrary contained above or elsewhere in this Agreement, but nonetheless subject to the Administrative Agent and terms of the applicable Intercreditor Agreement, with respect to Letter-of-Credit Rights where the relevant Grantor have Authenticated a record providing that the applicable Controlled Depositary will comply with instructions originated has been requested by the Administrative Agent directing disposition to obtain "control" 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”)same, 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 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”), 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 applicable respective Grantor shall have delivered a reasonable period of time to comply with such request and such "control" shall not be required if the respective Grantor is unable to obtain any Instrumentsrequired consents for such "control" after using commercially reasonable efforts to obtain same, Tangible Chattel Paper, money or Certificated Securities (together with an Effective Endorsement and Assignment in the case of Instruments unless and Certificated Securities) to the Administrative Agent, the Security Interest will constitute a perfected security interest in all right, title and interest until "control" of the applicable Grantor respective Letter-of-Credit Rights is obtained in such Instrumentsaccordance with the above provisions of this Section 4.3 (including this sentence), Tangible Chattel Paper, money there shall be no violation of any representation or Certificated Securities, and the power to transfer rights warranty or covenant contained 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, except for Permitted Liensthis Agreement as a result thereof.

Perfected First Priority Liens. Each financing statement naming any Grantor as a debtor and the Administrative Agent as secured party This Agreement is in appropriate form for filing in the appropriate offices of the states specified on Schedule 3.6 effective to 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 for purposes of perfecting a security interest in such Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC. The Security Interests granted pursuant to this Agreement constitute valid and enforceable security interests in all of the Collateral create in favor of the Administrative Agent, for the benefit of the Secured Parties, as collateral security for the Secured Obligationsa legal, the Security Interest 60010211_5 will constitute a perfected valid and enforceable security interest in the Collateral of such Grantor, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. When (i) in the case of the Pledged Stock and Pledged Notes, stock certificates and promissory notes representing such Pledged Stock and Pledged Notes, respectively, together with powers indorsed for transfer to the Administrative Agent or in blank, are delivered to the Administrative Agent and (ii) financing statements and other filings listed on Schedule 4.2 are filed in appropriate form in the offices specified thereon, this Agreement shall create a fully perfected Lien on, and security interest in, all right, right title and interest of the applicable such Grantor named as debtor in such financing statement in the Collateral described therein, and the power to transfer rights in such Collateral, in each case proceeds thereof ((a) to the extent that a such security interest therein may be perfected under the New York UCC by filing pursuant a financing statement, (b) in the case of the Pledged Stock and Pledged Notes, to the UCC, prior to all other Liens extent such security interest may be perfected under the New York UCC by possession thereof (and rights of others therein, except for Permitted Liens. When the 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 appropriate transfer powers) by the Administrative Agent directing disposition of funds in Agent, (c) with respect to Patents and Trademarks, to the Deposit Account subject to extent 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 rightmay be perfected under the New York UCC by filing evidence of such security interest with the United States Patent and Trademark Office, title (d) with respect to Copyrights, to the extent such security interest may be perfected under the New York UCC by filing evidence of such security interest with the United States Copyright Office and (e) except to the extent the actions to perfect such security interest are not then required to have been taken under the terms of the applicable Grantor in such Deposit Account, and Loan Documents) as security for the power to transfer rights in such Deposit AccountObligations, in each case prior and superior in right to all any other Liens and rights of others therein and subject to no adverse claims, person (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”), 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 applicable Grantor shall have delivered any Instruments, Tangible Chattel Paper, money or Certificated Securities (together with an Effective Endorsement and Assignment A) in the case of Instruments Collateral other than Pledged Stock and Certificated Securities) to the Administrative AgentPledged Notes, the Security Interest will constitute a perfected security interest in all right, title and interest Liens permitted by Section 6.02 of the applicable Grantor Credit Agreement and (B) in such Instrumentsthe case of the Pledged Stock and Pledged Notes, Tangible Chattel Paper, money or Certificated Securities, and the power to transfer rights in such Instruments, Tangible Chattel Paper, money or Certificated Securities, prior to all other non-consensual Liens and rights arising by operation of others therein and subject to no adverse claims, except for Permitted Lienslaw).

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 (as such schedule shall be updated from time to time pursuant to Section 4.3) and contains an adequate description of the Collateral for purposes of perfecting a The security interest in such Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC. The Security Interests interests granted pursuant to this Agreement (a) 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 and enforceable valid, perfected security interests (with respect to Intellectual Property, if and 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 (other than the Excluded Perfection Assets) in favor of the Administrative AgentCollateral Trustee, for the benefit of the Secured Parties, as collateral security for the Secured such Pledgor’s Priority Lien Obligations and such Guarantor’s Priority Lien Obligations and Parity Lien Obligations, as applicable, enforceable in accordance with the Security Interest 60010211_5 will constitute a perfected terms hereof and of the Collateral Trust Agreement; provided, however, that additional filings may be necessary to perfect the Collateral Trustee’s security interest in all rightany After-Acquired Intellectual Property, title and interest of the applicable Grantor named as debtor in such financing statement in the Collateral described therein(b) are, and the power to transfer rights in such Collateral, in each case to the extent that a security interest therein may be perfected by filing pursuant such Liens have been granted to the UCCCollateral Trustee for the benefit of the Priority Lien Secured Parties, prior to all other Liens and rights of others therein, on the Collateral except for Permitted Liens. When the 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 prior Liens not prohibited by the Administrative 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 Secured Debt Documents and (c) are, to the extent that such Deposit Account, and Liens have been granted to 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 Collateral Trustee 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”), the Security Interest will constitute a perfected security interest in all right, title and interest benefit 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 applicable Grantor shall have delivered any 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 in such Instruments, Tangible Chattel Paper, money or Certificated SecuritiesParity Lien Secured Parties, prior to all other Liens on the Collateral except for the prior Liens for the benefit of the Priority Lien Secured Parties and rights for Liens not prohibited by any of others therein the Secured Debt Documents. Without limiting the foregoing and subject to no adverse claimsSection 5.13 of the Credit Agreement, except for Permitted Lienseach Guarantor and Pledgor has taken all actions necessary, including those specified in Section 5.1, to: (i) establish the Collateral Trustee’s “control” (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Property 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; provided that the foregoing representation shall not apply to any Excluded Perfection Assets.

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 The security interests granted pursuant to this Agreement (a) upon completion of the states filings and other actions specified on Schedule 3.6 3 (including obtaining "control" (within the meaning of the STA) of Deposit Accounts and Securities Accounts (other than Permitted Unperfected Accounts), Investment Property and, to the extent requested in writing by the Collateral 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 Collateral Disclosure Letter Agent in completed and, where applicable, duly executed form) will constitute valid perfected security interests (as such schedule shall be updated from time to time pursuant to Section 4.3) and contains an adequate description of the Collateral for purposes of perfecting a security interest in such Collateral to the extent that a perfection of security interest interests therein may be perfected by filing pursuant to of a financing statement under the UCC. The Security Interests granted pursuant to this Agreement constitute valid PPSA and/or filings with the Canadian Intellectual Property Office or Canadian Industrial Design Office, as applicable, possession by the Collateral Agent of the respective Investment Property or "control" of Deposit Accounts and enforceable security interests Securities Accounts) in all of the Collateral (excluding Letter-of-Credit Rights where written request has not been made by the Collateral Agent) in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for the Secured such Grantor's Obligations, enforceable in accordance with the Security Interest 60010211_5 will constitute a perfected security interest in terms hereof against all rightcreditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor, title and interest of the applicable Grantor named as debtor in such financing statement other than purchasers in the Collateral described thereinordinary course of business, and the power to transfer rights in such Collateral, in each case to the extent that a security interest therein may be perfected by filing pursuant to the UCC, (b) are prior to all other Liens and rights of others therein, on the Collateral in existence on the date hereof except for Permitted LiensLiens permitted by the Note Documents and other Liens which have priority over the Liens granted hereunder on the Collateral by operation of law. When Notwithstanding anything to the applicable Controlled Depositarycontrary contained above or elsewhere in this Agreement, 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 Collateral Agent to obtain "control" of same, 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 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 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”), 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 applicable respective Grantor shall have delivered a reasonable period of time to comply with such request and such "control" shall not be required if the respective Grantor is unable to obtain any Instrumentsrequired consents for such "control" after using commercially reasonable efforts to obtain same, Tangible Chattel Paper, money or Certificated Securities (together with an Effective Endorsement and Assignment in the case of Instruments unless and Certificated Securities) to the Administrative Agent, the Security Interest will constitute a perfected security interest in all right, title and interest until "control" of the applicable Grantor respective Letter-of-Credit Rights is obtained in such Instrumentsaccordance with the above provisions of this Section 4.3 (including this sentence), Tangible Chattel Paper, money there shall be no violation of any representation or Certificated Securities, and the power to transfer rights warranty or covenant contained 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, except for Permitted Liensthis Agreement as a result thereof.

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 The security interests granted pursuant to this Agreement (a) upon completion of the states filings and other actions specified on Schedule 3.6 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 Collateral 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 Collateral Disclosure Letter Agent in completed and, where applicable, duly executed form) will constitute valid perfected security interests (as such schedule shall be updated from time to time pursuant to Section 4.3) and contains an adequate description of the Collateral for purposes of perfecting a security interest in such Collateral to the extent that a perfection of security interest interests therein may be perfected by filing pursuant to of UCC-1 financing statements and/or filings with the UCC. The Security Interests granted pursuant to this Agreement constitute valid United States Patent and enforceable 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 (excluding Letter-of-Credit Rights where written request has not been made by the Collateral Agent) in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for the Secured such Grantor's Obligations, enforceable in accordance with the Security Interest 60010211_5 will constitute a perfected security interest in terms hereof against all rightcreditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor, title and interest of the applicable Grantor named as debtor in such financing statement other than purchasers in the Collateral described thereinordinary course of business, and the power to transfer rights in such Collateral, in each case to the extent that a security interest therein may be perfected by filing pursuant to the UCC, (b) are prior to all other Liens and rights of others therein, on the Collateral in existence on the date hereof except for Permitted LiensLiens permitted by the Note Documents and other Liens which have priority over the Liens granted hereunder on the Collateral by operation of law. When Notwithstanding anything to the applicable Controlled Depositarycontrary contained above or elsewhere in this Agreement, 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 Collateral Agent to obtain "control" of same, 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 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 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”), 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 applicable respective Grantor shall have delivered a reasonable period of time to comply with such request and such "control" shall not be required if the respective Grantor is unable to obtain any Instrumentsrequired consents for such "control" after using commercially reasonable efforts to obtain same, Tangible Chattel Paper, money or Certificated Securities (together with an Effective Endorsement and Assignment in the case of Instruments unless and Certificated Securities) to the Administrative Agent, the Security Interest will constitute a perfected security interest in all right, title and interest until "control" of the applicable Grantor respective Letter-of-Credit Rights is obtained in such Instrumentsaccordance with the above provisions of this Section 4.3 (including this sentence), Tangible Chattel Paper, money there shall be no violation of any representation or Certificated Securities, and the power to transfer rights warranty or covenant contained 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, except for Permitted Liensthis Agreement as a result thereof.

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 filing offices of the states specified on Schedule 3.6 to 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 for purposes of perfecting a security interest in such Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC3.6. The Security Interests granted pursuant to this Agreement (a) constitute valid and enforceable security interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations, and (b): (i) when UCC financing statements containing an adequate description of the Collateral, the correct name of the Grantor and the name of the Administrative Agent shall have been filed in the offices specified in Schedule 3.6, the Security Interest 60010211_5 Interests will constitute a perfected security interest interests in all right, title and interest of the applicable such Grantor named as debtor in such financing statement in the Collateral described therein, and the power to transfer rights in such Collateral, in each case to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all other Liens and rights of others therein, therein except for Permitted Liens. When ; (ii) when each Copyright security agreement has been filed with the 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 such record without any further consent by the applicable Grantor (such a record, a “Deposit Account Control Agreement”)United States Copyright Office, the Security Interest Interests will constitute a perfected security interest interests in all right, title and interest of the applicable such Grantor in such Deposit Accountthe Intellectual Property therein described, 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, ; and (iii) when each Control Agreement has been executed and delivered to 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”)Agent, the Security Interest Interests will constitute a perfected security interest interests 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 applicable Grantor shall have delivered any Instruments, Tangible Chattel Paper, money or Certificated Securities (together with an Effective Endorsement and Assignment Grantors in the case of Instruments and Certificated SecuritiesDeposit Accounts and/or Securities Accounts (as applicable) 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 in such Instruments, Tangible Chattel Paper, money or Certificated Securitiessubject thereto, prior to all other Liens and rights of others therein and subject to no adverse claims, claims except for Permitted Liens.Liens and customary Liens in favor of the depositary at which such Deposit Accounts are maintained. Collateral Agreement

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 The security interests granted pursuant to this Agreement (a) upon completion of the states filings and other actions specified on Schedule 3.6 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 Disclosure Letter (Agent in duly completed and duly executed form, as such schedule shall applicable, and may be updated from time to time pursuant to Section 4.3) and contains an adequate description filed by or on behalf of the Collateral Agent at any time) and payment of all filing fees, will constitute valid, perfected security interests (with respect to Intellectual Property, if and 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 GCA Collateral (other than the Excluded Perfection Assets) in favor of the Collateral Agent, for purposes the benefit of perfecting a the Senior Secured Parties, as collateral security for such Grantor’s Guaranteed Obligations, enforceable in accordance with the terms hereof and of the Intercreditor Agreement; provided, however, that additional filings may be necessary to perfect the Collateral Agent’s security interest in such Collateral any After-Acquired Intellectual Property and, provided, further, that to the extent that a security interest therein may be perfected by filing pursuant granted in a jurisdiction outside of the United States, additional filings and/or other actions may be required to perfect the Collateral Agent’s security interest in Intellectual Property Collateral which is created under the laws of a jurisdiction outside the United States, (b) are, to the UCC. The Security Interests extent that such Liens have been granted pursuant to this Agreement constitute valid and enforceable security interests in all of the Collateral in favor of the Administrative Agent, Agent for the benefit of the Senior Secured Parties, as collateral security for the Secured Obligations, the Security Interest 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 Collateral described therein, and the power to transfer rights in such Collateral, in each case to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all other Liens and rights of others therein, on the Collateral except for Permitted Liens. When the 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 Liens not prohibited by the Administrative Agent directing disposition of funds Credit Agreement Documents or any other Senior Secured Document. Without limiting the foregoing, each Grantor has taken all actions necessary, including those specified in the Deposit Account subject to such record without any further consent Section 5.1, and as reasonably requested by the applicable Grantor Collateral Agent, to: (such a record, a i) establish the Collateral Agent’s “Deposit Account Control Agreement”), control” (within the Security Interest will constitute a perfected security interest in all right, title meanings of Sections 8-106 and interest 9-106 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 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 UCC) over 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 portion 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 applicable Grantor shall have delivered any 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 Investment Property constituting Certificated Securities, and the power to transfer rights in such Instruments, Tangible Chattel Paper, money or Certificated Uncertificated Securities, prior Securities Accounts, Securities Entitlements or Commodity Accounts, (ii) establish the Collateral Agent’s “control” (within the meaning of Section 9-104 of the UCC) over all Deposit Accounts, (iii) establish the Collateral Agent’s “control” (within the meaning of Section 9-107 of the UCC) over all Letter of Credit Rights, (iv) establish the Collateral Agent’s “control” (within the meaning of Section 9-105 of the UCC) over all Electronic Chattel Paper and (v) establish the Collateral Agent’s “control” (within the meaning of Section 16 of the Uniform Electronic Transaction Act as in effect in the applicable jurisdiction (the “UETA”)) over all “transferable records” (as defined in UETA); provided the foregoing representation shall not apply to all other Liens and rights of others therein and subject to no adverse claims, except for Permitted Liensany Excluded Assets or Excluded Perfection Assets.

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 (as such schedule shall be updated from time to time pursuant to Section 4.3) and contains an adequate description of the Collateral for purposes of perfecting a The security interest in such Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC. The Security Interests interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Collateral Agent in completed and, where required, duly executed form within 90 days (or in the case of filings with respect to Copyrights only, 30 days) will constitute valid and enforceable perfected security interests in all of the Collateral in favor of the Administrative Agent, Collateral 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), as collateral security for the such Grantor’s Secured Obligations, enforceable in accordance with the Security Interest 60010211_5 will constitute a perfected security interest in terms hereof against all right, title creditors of such Grantor and interest of the applicable any Persons purporting to purchase any Collateral from such Grantor named as debtor in such financing statement in the Collateral described therein, and the power to transfer rights in such Collateral, in each case (subject to the extent that 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 security interest therein may be perfected by filing pursuant to the UCC, proceeding in equity or at law) and an implied covenant of good faith and fair dealing) and (b) are prior to all other Liens and rights of others thereinon the Collateral in existence on the date hereof except for, except for Permitted Liens. When the 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 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 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”), 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 applicable Grantor shall have delivered any Instruments, Tangible Chattel Paper, money or Certificated Securities (together with an Effective Endorsement and Assignment in the case of Instruments and Certificated Securities) Collateral other than Pledged Equity, Liens permitted by all applicable Finance Documents, to have priority over the Administrative 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, the Security Interest will constitute a perfected ’s security interest in all right, title and interest any Intellectual Property of Grantor outside of the applicable Grantor in such Instruments, Tangible Chattel Paper, money or Certificated Securities, and the power to transfer rights 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, except for Permitted LiensUnited States.

Perfected First Priority Liens. (a) Each Grantor shall file any financing statement naming statements or continuation statements, and amendments to financing statements, or any Grantor similar document in any jurisdictions and with any filing offices as a debtor and are necessary or advisable to perfect or otherwise protect the Administrative Agent as secured party is in appropriate form for filing in the appropriate offices of the states specified on Schedule 3.6 security interest granted to 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 for purposes of perfecting a security interest in such Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCCAgent herein. The Security Interests security interests granted pursuant to this Agreement upon completion of the filings and other actions specified on Schedule 4 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Collateral Agent in completed and, where required, duly executed form) and the obtaining and maintenance of “control” (within the meaning of Section 8-106 and 9-104 of the UCC) by the Collateral Agent of all Deposit Accounts (other than Excluded Deposit Accounts), the security interests granted in Section 3 will constitute valid and enforceable perfected security interests in all of the Collateral (except for Excluded Perfection Assets) in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties, as collateral security for the Secured Obligations, enforceable in accordance with the Security Interest 60010211_5 terms hereof against all creditors of such Grantor and is and 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 Collateral described therein, and the power to transfer rights in such Collateral, in each case to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all other Liens and rights of others therein, on such Collateral except for Permitted Liens. When the 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 Liens permitted by the Administrative Agent directing disposition Indenture which have priority over the Liens on such Collateral by operation of funds law. Without limiting the foregoing and except as otherwise permitted or provided in Section 5 hereof, each Grantor has taken all actions necessary or desirable to: (i) establish the Deposit Account subject to such record without any further consent by Collateral Agent’s “control” (within the applicable Grantor (such a record, a “Deposit Account Control Agreement”), the Security Interest will constitute a perfected security interest in all right, title meanings of Sections 8-106 and interest 9-106 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 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 UCC) over 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 portion 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 applicable Grantor shall have delivered any 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 Investment Property constituting Certificated Securities, and the power to transfer rights in such Instruments, Tangible Chattel Paper, money or Certificated Uncertificated Securities, prior to Securities Accounts, Securities Entitlements or Commodity Accounts (each as defined in the UCC), (ii) establish the Collateral Agent’s “control” (within the meaning of Section 9-104 of the UCC) over all Deposit Accounts (other Liens than Excluded Deposit Accounts) of such Grantor and rights (iii) establish the Collateral Agent’s control (within the meaning of others therein and subject to no adverse claims, except for Permitted LiensSection 9-105 of the UCC) over all Electronic Chattel Paper of such Grantor.

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 (as such schedule shall be updated from time to time pursuant to Section 4.3) and contains an adequate description of the Collateral for purposes of perfecting a The security interest in such Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC. The Security Interests interests granted pursuant to this Agreement Agreement, upon completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Collateral Agent in completed and duly executed form) and, with respect to Collateral acquired after the date hereof and Grantors that become a party hereto after the date hereof and changes in the location of any Grantor's chief executive office or sole place of business or the location where any Inventory or Equipment of such Grantor is located, such other filings and other actions as may be necessary under any Requirement of Law, (a) will constitute valid and enforceable perfected security interests in all of the Collateral in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties, as collateral security for the Secured such Grantor's Obligations, enforceable in accordance with the Security Interest 60010211_5 will constitute a perfected security interest in terms hereof against all right, title creditors of such Grantor and interest of the applicable any Persons purporting to purchase any Collateral from such Grantor named as debtor in such financing statement in the Collateral described therein, (other than Ordinary Course Buyers) and the power to transfer rights in such Collateral, in each case to the extent that a security interest therein may be perfected by filing pursuant to the UCC, (b) are prior to all other Liens and rights on the Collateral in existence on the date of others therein, such filings or other actions (i) except for Permitted Liens. When Liens permitted by the applicable Controlled DepositaryCredit Agreements which have priority over the Liens on the Collateral, (ii) except that the Lien on the Capital Stock of Agere (and, in the event that Agere or any of its Subsidiaries is required to enter into this Agreement pursuant to Section 5.11 of any of the Credit Agreements, the Administrative Lien on any Restricted Collateral of Agere and its Subsidiaries) shall secure, first, the Restricted Secured Indebtedness under the Lucent Assumable Credit Agreement and, second, all other Restricted Secured Indebtedness, (iii) except that, in the event that Agere or any of its Subsidiaries is required to enter into this Agreement pursuant to Section 5.11 of any of the Credit Agreements, the Lien on any Unrestricted Collateral of Agere and its Subsidiaries shall secure, first, the Obligations under the Lucent Assumable Credit Agreement and, second, all other Obligations, (iv) except to the extent that any Collateral consists of any Instrument, Certificated Security or Chattel Paper in an amount up to and including $5,000,000 and such Instrument, Certificated Security or Chattel Paper has not been delivered to the Collateral Agent (it being understood and the applicable Grantor have Authenticated a record providing agreed that the applicable Controlled Depositary will comply with instructions originated failure of the Collateral Agent to take possession of any such Instrument or Certificated Security shall not impair in any respect the perfection of the security interest hereunder in such Instrument or Certificated Security to the extent perfected by the Administrative 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”filing), (v) except, with respect to Collateral located outside the Security Interest will constitute a United States and with respect to which the Collateral Agent has not perfected its security interest therein under applicable foreign law, to the extent that perfection in all rightsuch foreign jurisdiction would require filings or other actions outside of the United States, title and interest (vi) except, with respect to any Investment Property with respect to which the Collateral Agent has not obtained "control" (within the meaning of the applicable Grantor Uniform Commercial Code), to the extent that the Collateral Agent does not have such "control", (vii) except, with respect to any Intellectual Property, to the extent that such Intellectual Property is not listed in a filing made pursuant to this Agreement with the United States Patent and Trademark Office or the United States Copyright Office, as applicable (it being understood and agreed that the failure to list any such Intellectual Property in any such filing with the United States Patent and Trademark Office or the United States Copyright Office shall not impair in any respect the perfection of the security interest hereunder in General Intangibles) and (viii) except, with respect to any Deposit Account, and the power to transfer rights Accounts located in such Deposit Account, in each case prior to all a jurisdiction which would require actions other Liens and rights of others therein and subject to no adverse claims, except for Permitted Liens. When than filings under the applicable Controlled IntermediaryUniform Commercial Code, 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”), 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 applicable Grantor shall have delivered any 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 extent that such Instruments, Tangible Chattel Paper, money or Certificated Securities, and the power to transfer rights 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, except for Permitted Liensactions have not been taken.

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 (as such schedule shall be updated from time to time pursuant to Section 4.3) and contains an adequate description of the Collateral for purposes of perfecting a security interest in such Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC. The Security Interests granted pursuant to this Agreement (a) constitute valid and enforceable security interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of itself and the other Secured Parties, as collateral security for the Secured Obligations, and (b): (1) when UCC financing statements containing an adequate description of the Collateral shall have been filed in the offices specified in Schedule 3.5, the Security Interest 60010211_5 Interests will constitute a perfected security interest interests in all right, title and interest of the applicable such Grantor named as debtor in such financing statement in the Collateral described therein, and the power to transfer rights in such Collateral, in each case to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all other Liens and rights of others therein, therein except for Permitted Liens. When ; (2) when each Patent and Trademark security agreement has been filed with the applicable Controlled Depositary, the Administrative Agent United States Patent 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 such record without any further consent by the applicable Grantor (such a record, a “Deposit Account Control Agreement”)Trademark Office, the Security Interest Interests will constitute a perfected security interest interests in all right, title and interest of the applicable such Grantor in such Deposit Accountthe Intellectual Property therein described, 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, ; (3) when each control agreement has been executed and delivered to 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”)Agent, the Security Interest Interests will constitute a perfected security interest interests 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 applicable Grantor shall have delivered any Instruments, Tangible Chattel Paper, money or Certificated Securities (together with an Effective Endorsement and Assignment Grantors in the case of Instruments Deposit Accounts and Certificated Securities) to the Administrative AgentSecurities Accounts, the Security Interest will constitute a perfected security interest in all rightas applicable, title and interest of the applicable Grantor in such Instruments, Tangible Chattel Paper, money or Certificated Securities, and the power to transfer rights in such Instruments, Tangible Chattel Paper, money or Certificated Securitiessubject thereto, prior to all other Liens and rights of others therein and subject to no adverse claims, claims except for Permitted Liens; (4) when all stock or other certificates evidencing Equity Interests included in the Collateral, together with undated stock powers or other instruments of assignment, as applicable, duly executed in blank, are delivered to the Administrative Agent, the Security Interests will constitute perfected security interests (by way of Control) in all right, title and 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 Article 9 of the UCC or from the filing requirements under such Article 9 by reason of Section 9-109 or 9-311 of the UCC and other than continuation statements required under the UCC.

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 (as such schedule shall be updated from time to time pursuant to Section 4.3) and contains an adequate description of the Collateral for purposes of perfecting a The security interest in such Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC. The Security Interests interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 2 (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 and enforceable perfected security interests in all of the Collateral in favor of the Administrative Agent, for the benefit of the Secured PartiesLenders and the Issuing Bank, as collateral security for the Secured each Grantor’s Obligations, enforceable in accordance with the Security Interest 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 Collateral described therein, and the power to transfer rights in such Collateral, in each case terms hereof (subject to the extent that 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 security interest therein may be perfected by filing pursuant 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 the UCC, purchase any Collateral from each Grantor and (b) are prior to all other Liens and rights of others therein, on the Collateral in existence on the date hereof except for Permitted LiensLiens for which priority is accorded under applicable law. When Subject to the applicable Controlled Depositarypayment of all necessary filing fees, the Administrative Agent filings 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 such record without any further consent by the applicable Grantor (such a record, a “Deposit Account Control Agreement”), the Security Interest will other actions specified on Schedule 2 constitute a perfected security interest in all right, title and interest of the applicable Grantor filings and other actions necessary to perfect all security interests granted hereunder. Anything contained in such Deposit Account, and this Agreement to the power to transfer rights in such Deposit Accountcontrary notwithstanding, in each case prior no event shall any Grantor be required to all file, register or record any type of pledge or other Liens and rights of others therein and subject agreement or filing in a jurisdiction outside the United States with respect to no adverse claimsany Pledged Equity (other than filings, except for Permitted Liens. When registrations or recordations in connection with 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 Limited Pledge Agreement”), the Security Interest will constitute a perfected security interest in all right, title and interest of the applicable Grantor in such Securities Account, and the power to transfer rights in such Securities Account, in each case prior to all other Liens and rights of others therein and subject to no adverse claims, except for Permitted Liens. When the applicable Grantor shall have delivered any 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 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, except for Permitted Liens.

Perfected First Priority Liens. Each financing statement naming any Grantor as a debtor and attached as an exhibit to Schedule 6 of the Administrative Agent as secured party Perfection Certificate is in appropriate form for filing in the appropriate filing offices of the states specified on Schedule 3.6 to 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 for purposes of perfecting a security interest in such Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC3.6. The Security Interests granted pursuant to this Agreement (a) constitute valid and enforceable security interests in all of the Collateral in favor of the Administrative Agent, for the benefit of the Secured Parties, as collateral security for the Secured Obligations, and (b): (1) when UCC financing statements shall have been filed in the offices specified in Schedule 3.6, the Security Interest 60010211_5 Interests will constitute a perfected security interest interests in all right, title and interest of the applicable such Grantor named as debtor in such financing statement in the Collateral described therein, and the power to transfer rights in such Collateral, in each case to the extent that a security interest therein may be perfected by filing pursuant to the UCCUniform Commercial Code of any applicable jurisdiction, prior to all other Liens and rights of others therein, therein except for Permitted Liens. When ; (2) when each Patent and Trademark security agreement has been filed with the applicable Controlled Depositary, the Administrative Agent United States Patent 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 such record without any further consent by the applicable Grantor (such a record, a “Deposit Account Control Agreement”)Trademark Office, the Security Interest Interests will constitute a perfected security interest interests in all right, title and interest of the applicable such Grantor in such Deposit Accountthe Intellectual Property therein described, 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, ; and (3) when each Control Agreement has been executed and delivered to 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”)Agent, the Security Interest Interests will constitute a perfected security interest interests 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 applicable Grantor shall have delivered any Instruments, Tangible Chattel Paper, money or Certificated Securities (together with an Effective Endorsement and Assignment Grantors in the case of Instruments Deposit Accounts and Certificated Securities) to the Administrative AgentSecurities Accounts, the Security Interest will constitute a perfected security interest in all rightas applicable, title and interest of the applicable Grantor in such Instruments, Tangible Chattel Paper, money or Certificated Securities, and the power to transfer rights in such Instruments, Tangible Chattel Paper, money or Certificated Securitiessubject thereto, prior to all other Liens and rights of others therein and subject to no adverse claims, claims except for Permitted Liens.

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 (as such schedule shall be updated from time to time pursuant to Section 4.3a) and contains an adequate description of the Collateral for purposes of perfecting a The security interest in such Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC. The Security Interests interests granted pursuant to this Agreement upon completion of the filings and other actions specified on Schedule 4 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Collateral Agent in completed and, where required, duly executed form) and the obtaining and maintenance of “control” (within the meanings of Section 8-106 and 9-104 of the UCC) by the Collateral Agent of all Deposit Accounts (other than Excluded Deposit Accounts), will constitute valid and enforceable perfected security interests in all of the Collateral (except for Excluded Perfection Assets) in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties, as collateral security for the Secured Obligations, enforceable in accordance with the Security Interest 60010211_5 will constitute a perfected security interest in all right, title and interest of the applicable Grantor named terms hereof (except as debtor in such financing statement in the Collateral described therein, and the power to transfer rights in such Collateral, in each case to the extent that a security interest therein enforceability may be perfected limited by filing pursuant to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the UCC, enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)) against all creditors of such Grantor and is and will be prior to all other Liens and rights of others therein, on such Collateral except for Permitted Liens. When Liens which have priority as permitted by the applicable Controlled DepositaryCredit Agreement, the Administrative Agent Loan Documents or by operation of law. Without limiting the foregoing and except as otherwise permitted or provided in Section 5 hereof, each Grantor has taken all actions necessary or desirable to: (i) establish the applicable Grantor have Authenticated a record providing that Collateral Agent’s “control” (within the applicable Controlled Depositary will comply with instructions originated by the Administrative Agent directing disposition meanings 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 Sections 8-106 and interest 9-106 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 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 UCC) over 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 portion 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 applicable Grantor shall have delivered any 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 Investment Property constituting Certificated Securities, and the power to transfer rights in such Instruments, Tangible Chattel Paper, money or Certificated Uncertificated Securities, prior to Securities Accounts, Securities Entitlements or Commodity Accounts (each as defined in the UCC), (ii) establish the Collateral Agent’s “control” (within the meaning of Section 9-104 of the UCC) over all Deposit Accounts (other Liens than Excluded Deposit Accounts) of such Grantor, (iii) establish the Collateral Agent’s “control” (within the meaning of Section 9-105 of the UCC) over all Electronic Chattel Paper of such Grantor and rights (iv) establish the Collateral Agent’s “control” (as defined in UETA) over all “transferable records” (as defined in UETA) of others therein and subject to no adverse claims, except for Permitted Lienssuch Grantor.

Perfected First Priority Liens. Each Assuming that the financing statement naming any Grantor as a debtor and statements described on SCHEDULE 3 hereto have been filed, the Administrative Agent as secured party is in appropriate form for filing in Liens granted by the appropriate offices of the states specified Borrower pursuant to this Security Agreement, constitute perfected Liens on Schedule 3.6 to 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 for purposes of perfecting in which a security interest in such Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC. The Security Interests granted pursuant to this Agreement constitute valid and enforceable security interests in all Article 9 of the Collateral Uniform Commercial Code as in effect in each relevant jurisdiction (the "UCC FILING COLLATERAL") in favor of the Administrative Agent, for the ratable benefit of the Secured PartiesLenders, as collateral security for the Secured Obligations, the Security Interest 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 Collateral described therein, and the power to transfer rights in such Collateral, in each case to the extent that a security interest therein may be perfected by filing pursuant to the UCC, which are prior to all other Liens on such Collateral created by the Borrower and rights in existence on the date hereof (except such other Liens as are not prohibited under the Credit Agreement) and which are enforceable as such against all creditors of others thereinand purchasers from the Borrower (except purchasers of inventory or Timber in the ordinary course of business to the extent provided in Section 9-307 of the Uniform Commercial Code as in effect in each relevant jurisdiction), except for Permitted Liensin each case as enforceability is affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether involved in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. When Upon completion of the applicable Controlled Depositary, the Administrative Agent and the applicable Grantor have Authenticated other actions described in Section 20 to perfect a record providing that the applicable Controlled Depositary will comply with instructions originated by the Administrative Agent directing disposition of funds security interest in the Deposit Account subject to such record without any further consent by Collateral (other than the applicable Grantor (such a record, a “Deposit Account Control Agreement”UCC Filing Collateral), the Liens granted pursuant to this Security Interest Agreement with respect to the Collateral (other than the UCC Filing Collateral) which is the subject of any such applicable actions will constitute perfected Liens on such Collateral in which a perfected security interest may be perfected pursuant to applicable law as in all right, title and interest effect in each relevant jurisdiction (to the extent such Liens may be perfected by such applicable actions under such laws) in favor of the applicable Grantor in such Deposit AccountAgent, and for the power to transfer rights in such Deposit Accountratable benefit of the Lenders, in each case which are prior to all other Liens on the Collateral created by the Borrower and rights in existence on the date hereof (except such other Liens as are not prohibited under the Credit Agreement) and which are enforceable as such against all creditors of others therein and subject to no adverse claimspurchasers from the Borrower, as the case may be, 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”), 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 as enforceability is affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to all other Liens or affecting creditors' rights generally, general equitable principles (whether involved in a proceeding in equity or at law) and rights an implied covenant of others therein good faith and subject to no adverse claims, except for Permitted Liens. When the applicable Grantor shall have delivered any 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 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, except for Permitted Liensfair dealing.

Perfected First Priority Liens. Each financing statement Financing statements naming any each Grantor as a debtor and the Administrative Agent Collateral Agent, for the benefit of the Holders of the Notes, as secured party is are in appropriate form for filing in the appropriate offices of the states specified on Schedule 3.6 to the Collateral Disclosure Letter 3.5 (as such schedule shall be updated from time to time pursuant to Section 4.34.2) and contains contain an adequate description descriptions of the Collateral for purposes of perfecting a security interest in such Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC. The Security Interests granted pursuant to this Agreement constitute valid and enforceable security interests in all of the Collateral in favor of the Administrative Collateral Agent, for the benefit of the Secured PartiesHolders of the Notes, as collateral security for the Secured Obligations. When the aforementioned financing statements shall have been filed in the offices specified on Schedule 3.5, the Security Interest 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 Collateral described therein, and the power to transfer rights in such Collateral, in each case to the extent that a security interest therein may be perfected by filing pursuant to the UCC, and prior to all other Liens and rights of others therein, except for Permitted LiensLiens permitted by the SPA. When With respect to each Deposit Account included in the Collateral, when the applicable Controlled Depositary, the Administrative Agent Collateral Agent, for the benefit of the Holders of the Notes, and the applicable Grantor have Authenticated authenticated a record providing that the applicable Controlled Depositary will comply with instructions originated by the Administrative 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 Permitted LiensLiens permitted by the SPA. When With respect to each Securities Account included in the Collateral, when the applicable Controlled Intermediary, the Administrative Agent Collateral Agent, for the benefit of the Holders of the Notes, and the applicable Grantor have Authenticated authenticated a record providing that the applicable Controlled Intermediary will comply with instructions originated by the Administrative 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 Permitted LiensLiens permitted by the SPA. When the applicable Grantor shall have delivered to the Collateral Agent, for the benefit of the Holders of the Notes, any Instruments, Tangible Chattel Paper, money or Certificated Securities (together with an Effective Endorsement and Assignment in the case of Instruments and Certificated Securities) 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 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, except for Permitted Liensto the extent applicable, the Security Interest will constitute a perfected security interest in all right, title and interest of the applicable Grantor in the Equity Interests of the Issuers listed in Schedule 3.11 (other than Equity Interests that are Excluded Assets), prior to all other Liens and rights of others therein.

Perfected First Priority Liens. Each Assuming that the financing statement naming any statements described on SCHEDULE 3 hereto have been filed, the Liens granted by the 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 pursuant to this Security Agreement constitute perfected Liens on Schedule 3.6 to 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 for purposes of perfecting in which a security interest in such Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC. The Security Interests granted pursuant to this Agreement constitute valid and enforceable security interests in all Article 9 of the Collateral Uniform Commercial Code as in effect in each relevant jurisdiction (the "UCC FILING COLLATERAL") in favor of the Administrative Agent, for the ratable benefit of the Secured PartiesLenders, as collateral security for the Secured Obligations, the Security Interest 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 Collateral described therein, and the power to transfer rights in such Collateral, in each case to the extent that a security interest therein may be perfected by filing pursuant to the UCC, which are prior to all other Liens on such Collateral created by the Grantor and rights in existence on the date hereof (except such other Liens as are not prohibited under the Credit Agreement) and which are enforceable as such against all creditors of others thereinand purchasers from the Grantor (except purchasers of inventory or Timber in the ordinary course of business to the extent provided in Section 9-307 of the Uniform Commercial Code as in effect in each relevant jurisdiction), except for Permitted Liensin each case as enforceability is affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether involved in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. When Upon completion of the applicable Controlled Depositary, the Administrative Agent and the applicable Grantor have Authenticated other actions described in Section 20 to perfect a record providing that the applicable Controlled Depositary will comply with instructions originated by the Administrative Agent directing disposition of funds security interest in the Deposit Account subject to such record without any further consent by Collateral (other than the applicable Grantor (such a record, a “Deposit Account Control Agreement”UCC Filing Collateral), the Liens granted pursuant to this Security Interest Agreement with respect to the Collateral (other than the UCC Filing Collateral) which is the subject of any applicable such action, will constitute perfected Liens on such Collateral in which a perfected security interest may be perfected pursuant to applicable law as in all right, title and interest effect in each relevant jurisdiction (to the extent such Liens may be perfected by such applicable actions under such laws) in favor of the applicable Grantor in such Deposit AccountAgent, and for the power to transfer rights in such Deposit Accountratable benefit of the Lenders, in each case which are prior to all other Liens on the Collateral created by the Grantor and rights in existence on the date hereof (except such other Liens as are not prohibited under the Credit Agreement) and which are enforceable as such against all creditors of others therein and subject to no adverse claimspurchasers from the Grantor, 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”), 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 as enforceability is affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to all other Liens or affecting creditors' rights generally, general equitable principles (whether involved in a proceeding in equity or at law) and rights an implied covenant of others therein good faith and subject to no adverse claims, except for Permitted Liens. When the applicable Grantor shall have delivered any 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 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, except for Permitted Liensfair dealing.

Perfected First Priority Liens. Each financing statement naming any Grantor as a debtor and the Administrative Agent as secured party This Agreement is in appropriate form for filing in the appropriate offices of the states specified on Schedule 3.6 effective to 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 for purposes of perfecting a security interest in such Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC. The Security Interests granted pursuant to this Agreement constitute valid and enforceable security interests in all of the Collateral create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral of such Grantor, except as collateral enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally. When (i) in the case of the Pledged Stock and Pledged Notes, stock certificates and promissory notes representing such Pledged Stock and Pledged Notes, respectively, together with powers indorsed for transfer to the Administrative Agent or in blank, are delivered to the Administrative Agent and (ii) financing statements and other filings listed on Schedule 4.2 are filed in appropriate form in the offices specified thereon, this Agreement shall create a fully perfected Lien on, and security interest in, all right title and interest of such Grantor in such Collateral and the proceeds thereof ((a) to the extent such security interest may be perfected under the New York UCC by filing a financing statement, (b) in the case of the Pledged Stock and Pledged Notes, to the extent such security interest may be perfected under the New York UCC by possession thereof (and of appropriate transfer powers) by the Administrative Agent, (c) with respect to Patents and Trademarks, to the extent such security interest may be perfected under the New York UCC by filing evidence of such security interest with the United States Patent and Trademark Office, (d) with respect to Copyrights, to the extent such security interest may be perfected under the New York UCC by filing evidence of such security interest with the United States Copyright Office and (e) except to the extent the actions to perfect such security interest are not then required to have been taken under the terms of the Loan Documents) as security for the Secured Obligations, the Security Interest 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 Collateral described therein, and the power to transfer rights in such Collateral, in each case to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all other Liens and rights of others therein, except for Permitted Liens. When the 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 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 and superior in right to all any other Liens and rights of others therein and subject to no adverse claims, person (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”), 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 applicable Grantor shall have delivered any Instruments, Tangible Chattel Paper, money or Certificated Securities (together with an Effective Endorsement and Assignment A) in the case of Instruments Collateral other than Pledged Stock and Certificated Securities) to the Administrative AgentPledged Notes, the Security Interest will constitute a perfected security interest in all right, title and interest Liens permitted by Section 6.02 of the applicable Grantor Credit Agreement and (B) in such Instrumentsthe case of the Pledged Stock and Pledged Notes, Tangible Chattel Paper, money or Certificated Securities, and the power to transfer rights in such Instruments, Tangible Chattel Paper, money or Certificated Securities, prior to all other non-consensual Liens and rights arising by operation of others therein and subject to no adverse claims, except for Permitted Lienslaw).

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 (as such schedule shall be updated from time to time pursuant to Section 4.3) and contains an adequate description of the Collateral for purposes of perfecting a The security interest in such Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC. The Security Interests interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 2 (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 and enforceable perfected security interests in all of the Collateral in favor of the Administrative Agent, for the benefit of itself and the Secured Parties, Lenders as collateral security for the Secured each Grantor’s Obligations, enforceable in accordance with the Security Interest 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 Collateral described therein, and the power to transfer rights in such Collateral, in each case terms hereof (subject to the extent that 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 security interest therein may be perfected by filing pursuant 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 the UCC, purchase any Collateral from each Grantor and (b) are prior to all other Liens and rights of others therein, on the Collateral in existence on the date hereof except for Permitted LiensLiens for which priority is accorded under applicable law. When Subject to the applicable Controlled Depositarypayment of all necessary filing fees, the Administrative Agent filings 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 such record without any further consent by the applicable Grantor (such a record, a “Deposit Account Control Agreement”), the Security Interest will other actions specified on Schedule 2 constitute a perfected security interest in all right, title and interest of the applicable Grantor filings and other actions necessary to perfect all security interests granted hereunder. Anything contained in such Deposit Account, and this Agreement to the power to transfer rights in such Deposit Accountcontrary notwithstanding, in each case prior no event shall any Grantor be required to all file, register or record any type of pledge or other Liens and rights of others therein and subject agreement or filing in a jurisdiction outside the United States with respect to no adverse claimsany Pledged Equity (other than filings, except for Permitted Liens. When registrations or recordations in connection with 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 Limited Pledge Agreement”), the Security Interest will constitute a perfected security interest in all right, title and interest of the applicable Grantor in such Securities Account, and the power to transfer rights in such Securities Account, in each case prior to all other Liens and rights of others therein and subject to no adverse claims, except for Permitted Liens. When the applicable Grantor shall have delivered any 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 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, except for Permitted Liens.

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 (a) Subject to the Collateral Disclosure Letter limitations set forth in clause (as such schedule shall be updated from time to time pursuant to Section 4.3b) and contains an adequate description of this subsection 3.2, the Collateral for purposes of perfecting a security interest in such Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC. The Security Interests granted pursuant to this Security Agreement (i) will constitute valid and enforceable security interests perfected Security Interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations, upon (A) completion of all filings, registrations, recordings and other actions specified in Section 6 of the Perfection Certificate (as such information is updated pursuant to Section 9.1(d) of the Credit Agreement) to the extent that a Security Interest may be perfected by such filings or other action, (B) in the case of Equipment that is covered by a certificate of title, the filing with the registrar of motor vehicles or other appropriate authority in the applicable jurisdiction (as specified in the Perfection Certificate (as such information is updated pursuant to Section 9.1(d) of the Credit Agreement)) of an application requesting the notation of the Security Interest 60010211_5 will constitute a perfected security interest in all right, created hereunder on such certificate of title and interest (C) completion of the applicable Grantor named as debtor in such financing statement filing, registration and recording of a fully executed agreement in the form hereof (or a supplement hereto) and containing a description of all Collateral described thereinconstituting Intellectual Property in the United Stated Patent and Trademark Office within the three-month period (commencing as of the date hereof) or, in the case of Collateral constituting Intellectual Property acquired after the date hereof, thereafter pursuant to 35 USC §261 and 15 USC §1060 and the power regulations thereunder with respect to transfer rights United States Patents and United States registered Trademarks and in such Collateralthe United States Copyright Office within the one-month period (commencing as of the date hereof) or, in each the case of Collateral constituting Intellectual Property acquired after the date hereof, thereafter with respect to United States registered Copyrights pursuant to 17 USC §205 and the regulations thereunder and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest therein may be perfected by filing pursuant to the UCCsuch filings, registrations and recordings, and (ii) are prior to all other Liens and rights of others therein, except for Permitted Liens. When on the 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 Collateral other than Liens permitted pursuant 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 Section 10.2 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 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 Credit Agreement”), the Security Interest will constitute a perfected security interest in all right, title and interest of the applicable Grantor in such Securities Account, and the power to transfer rights in such Securities Account, in each case prior to all other Liens and rights of others therein and subject to no adverse claims, except for Permitted Liens. When the applicable Grantor shall have delivered any 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 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, except for Permitted Liens.

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 (a) Subject to the Collateral Disclosure Letter limitations set forth in clause (as such schedule shall be updated from time to time pursuant to b) of this Section 4.3) and contains an adequate description of 3.2, the Collateral for purposes of perfecting a security interest in such Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC. The Security Interests granted pursuant to this Security Agreement (i) will constitute valid and enforceable security interests perfected Security Interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations, upon (A) completion of all filings, registrations, recordings and other actions specified in Section 6 of the Perfection Certificate (as such information is updated pursuant to Section 9.1(d) of the Credit Agreement) to the extent that a Security Interest may be perfected by the filing of any UCC financing statement, (B) in the case of Equipment that is covered by a certificate of title, the filing with the registrar of motor vehicles or other appropriate authority in the applicable jurisdiction (as specified in the Perfection Certificate (as such information is updated pursuant to Section 9.1(d) of the Credit Agreement)) of an application requesting the notation of the Security Interest 60010211_5 will constitute a perfected security interest in all right, created hereunder on such certificate of title and interest (C) completion of the applicable Grantor named as debtor in such financing statement filing, registration and recording of a fully executed agreement in the form hereof (or a supplement hereto) and containing a description of all Collateral described thereinconstituting Intellectual Property in the United Stated Patent and Trademark Office within the three-month period (commencing as of the date hereof) or, in the case of Collateral constituting Intellectual Property acquired after the date hereof, thereafter pursuant to 35 USC §261 and 15 USC §1060 and the power regulations thereunder with respect to transfer rights United States Patents and United States registered Trademarks and in such Collateralthe United States Copyright Office within the one-month period (commencing as of the date hereof) or, in each the case of Collateral constituting Intellectual Property acquired after the date hereof, thereafter with respect to United States registered Copyrights pursuant to 17 USC §205 and the regulations thereunder and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest therein may be perfected by filing pursuant to the UCCsuch filings, registrations and recordings, and (ii) are prior to all other Liens and rights of others therein, except for Permitted Liens. When on the 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 Collateral other than Liens permitted pursuant 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 Section 10.2 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 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 Credit Agreement”), the Security Interest will constitute a perfected security interest in all right, title and interest of the applicable Grantor in such Securities Account, and the power to transfer rights in such Securities Account, in each case prior to all other Liens and rights of others therein and subject to no adverse claims, except for Permitted Liens. When the applicable Grantor shall have delivered any 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 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, except for Permitted Liens.

Perfected First Priority Liens. Each financing statement naming any Grantor as a debtor and the Administrative Agent as secured party (a) This Security Agreement is effective to create in appropriate form for filing in the appropriate offices of the states specified on Schedule 3.6 to the Collateral Disclosure Letter (as such schedule shall be updated from time to time pursuant to Section 4.3) and contains an adequate description favor of the Collateral Agent, for purposes its benefit and for the benefit of perfecting a security interest the Secured Parties, legal, valid and enforceable Security Interests in such Collateral the Collateral, subject to the extent that a security interest therein may be perfected by filing pursuant effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles. (b) Subject to the UCC. 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 enforceable security interests perfected Security Interests in all of the Collateral (as to which perfection may be obtained by the filings or other actions described in clause (A), (B) or (C) of this paragraph) in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations, upon (A) the Security Interest 60010211_5 will constitute filing in the applicable filing offices listed on Schedule I hereto of all financing statements (or financing statement amendments, as applicable), in each case, naming each Grantor as “debtor” and the Collateral Agent as “secured party” and describing the Collateral, (B) delivery to the Collateral Agent (or its bailee) of all Instruments, Chattel Paper, Certificated Securities and negotiable Documents in each case, properly endorsed for transfer in blank and (C) completion of the filing, registration and recording of a perfected security interest fully executed agreement in the form hereof (or a supplement hereto) and containing a description of all rightCollateral constituting Intellectual Property in the United States Patent and Trademark Office (or any successor office) within the three month period (commencing F-10 EAST\142256231.3 as of the date hereof) or, title in the case of Collateral constituting Intellectual Property acquired after the date hereof, thereafter pursuant to 35 USC § 261 and interest 15 USC § 1060 and the regulations thereunder with respect to United States issued Patents and Patent applications and United States registered Trademarks and Trademark applications and in the United States Copyright Office (or any successor office) within the one month period (commencing as of the applicable Grantor named as debtor in such financing statement date of acquisition or filing) or, in the case of Collateral described thereinconstituting Intellectual Property acquired after the date hereof, thereafter with respect to United States registered Copyrights pursuant to 17 USC § 205 and the regulations thereunder as soon as reasonably practicable, and otherwise as may be required pursuant to the power to transfer rights in such Collateral, in each case laws of any other necessary jurisdiction to the extent that a security interest therein may be perfected by filing pursuant to the UCCsuch filings, registrations and recordings, and (ii) are prior to all other Liens on the Collateral other than Liens permitted pursuant to Section 10.2 of the Credit Agreement. (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 rights Investment Property) by any means other than by (i) filings pursuant to the Uniform Commercial Code of others thereinthe relevant State(s), except for Permitted Liens. When the 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 (ii) filings in the Deposit Account subject to such record without any further consent by United States Patent and Trademark Office, United States Copyright Office, or successor offices, that are necessary or advisable for the applicable Grantor (such a recordpurpose of perfecting, a “Deposit Account Control Agreement”)confirming, enforcing, or protecting the Security Interest will constitute a perfected security interest Interests granted in certain Intellectual Property and (iii) delivery to the Collateral Agent (or its bailee) to be held in its possession of all right, title and interest Collateral consisting 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 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”), 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 applicable Grantor shall have delivered any Instruments, Tangible Chattel Paper, money Instruments 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 any Certificated Securities, in each case, properly endorsed for transfer to the Collateral Agent or in blank, with a fair market value in excess of $5,000,000 individually. (d) It is understood and agreed that the power to transfer rights Security Interests in cash and Investment Property created hereunder shall not prevent the Grantors from using such Instruments, Tangible Chattel Paper, money or Certificated Securities, prior to all other Liens and rights assets in the ordinary course of others therein and subject to no adverse claims, except for Permitted Liens.their respective businesses. 3.3

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 (as such schedule shall be updated from time to time pursuant to Section 4.3) and contains an adequate description of the Collateral for purposes of perfecting a The security interest in such Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC. The Security Interests interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 4.03 (as such schedule may be amended or supplemented from time to time with respect to after-acquired property consistent with Section 5.09 of the Credit Agreement) (all of which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Collateral Agent in duly completed and duly executed form, as applicable, except as otherwise permitted in any post closing or similar agreement which has been executed by the Collateral Agent) and payment of all filing fees, will constitute valid and enforceable fully perfected security interests in substantially all of the Collateral in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, granted by such US Grantor as collateral security for the Secured such US Grantor's Obligations, enforceable in accordance with the Security Interest 60010211_5 will constitute a perfected security interest terms hereof, except for (x) the taking of any actions required in all right, title connection with After-Acquired Intellectual Property and interest (y) as may be required under the laws of any jurisdiction outside of the applicable Grantor named as debtor United States in such financing statement order to perfect the Collateral Agent's Lien in the Collateral described therein, and the power to transfer rights in granted by such Collateral, in each case to the extent that a security interest therein may US Grantor which would be perfected by filing pursuant to application of the UCC, laws of jurisdictions outside the US and (b) are prior to all other Liens and rights of others thereinon the Collateral, except for Permitted LiensLiens expressly permitted by Section 6.02 of the Credit Agreement. When Without limiting the applicable Controlled Depositaryforegoing, each US Grantor has taken, to the Administrative Agent and the applicable Grantor have Authenticated a record providing that the applicable Controlled Depositary will comply with instructions originated extent requested by the Administrative Agent directing disposition Collateral Agent, all actions necessary, including those specified in Section 5.02 to (i) establish the Collateral Agent's "control" (within the meanings of funds Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Property (excluding any payroll or similar trust accounts) constituting Certificated Securities, Uncertificated Securities, Securities Accounts, Securities Entitlements or Commodity Accounts having a value in excess of $100,000 per account or in excess of $250,000 in the Deposit Account subject to aggregate for all such record without any further consent by accounts (each as defined in the applicable Grantor New York UCC),(ii) establish the Collateral Agent's "control" (such a record, a “Deposit Account Control Agreement”), within the Security Interest will constitute a perfected security interest in all right, title and interest meaning of Section 9-104 of the applicable Grantor New York UCC) over all Deposit Accounts (excluding any payroll or similar trust accounts) having a value in such Deposit Account, and the power to transfer rights excess of $100,000 per account or in such Deposit Account, in each case prior to all other Liens and rights excess 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 $250,000 in the Securities Account subject to aggregate for all such record without any further consent by the applicable Grantor accounts, (such a record, a “Securities Account Control Agreement”), the Security Interest will constitute a perfected security interest in all right, title and interest of the applicable Grantor in such Securities Account, and the power to transfer rights in such Securities Account, in each case prior to all other Liens and rights of others therein and subject to no adverse claims, except for Permitted Liens. When the applicable Grantor shall have delivered any Instruments, Tangible Chattel Paper, money or Certificated Securities (together with an Effective Endorsement and Assignment in the case of Instruments and Certificated Securitiesiii) to the Administrative extent requested by the Collateral Agent, establish the Security Interest will constitute a perfected security interest in all right, title and interest Collateral Agent's "control" (within the meaning of Section 9-107 of the New York UCC) over all Letter of Credit Rights having a value in excess of $100,000 per account or in excess of $250,000 in the aggregate for all such accounts, (iv) establish the Collateral Agent's control (within the meaning of Section 9-105 of the New York UCC) over all Electronic Chattel Paper having a value in excess of $100,000 per account or in excess of $250,000 in the aggregate for all such accounts and (v) establish the Collateral Agent's "control" (within the meaning of Section 16 of the Uniform Electronic Transaction Act as in effect in the applicable Grantor jurisdiction "UETA") over all "transferable records" (as defined in UETA) having a value in excess of $100,000 per account or in excess of $250,000 in the aggregate for all such Instruments, Tangible Chattel Paper, money or Certificated Securities, and the power to transfer rights 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, except for Permitted Liensaccounts.

Perfected First Priority Liens. Each financing statement naming Except with respect to (x) security interests in 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 (as such schedule shall be updated from time to time pursuant to Section 4.3) and contains an adequate description of the Collateral for purposes of perfecting a security interest in such Collateral Intellectual Property, to the extent that a such security interest therein may interests cannot be perfected by the filing pursuant of financing statements under the Uniform Commercial Code or by the filing and acceptance thereof in the United States Patent and Trademark Office or the United States Copyright Office or (y) security interests in any Intellectual Property in respect of which an interest has been acquired after the date hereof, to the UCC. The Security Interests extent that the filings and other actions specified in SCHEDULE 3 have not been completed (this clause not being deemed to constitute a waiver of the Grantor's obligations hereunder to complete such actions), the security interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on SCHEDULE 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Administrative Agent in completed and duly executed form) will constitute valid and enforceable perfected security interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for the Secured ObligationsObligations of such Grantor, enforceable in accordance with the Security Interest 60010211_5 will constitute a perfected security interest in terms hereof against all right, title creditors of such Grantor and interest of the applicable any Persons purporting to purchase any Collateral from such Grantor named as debtor in such financing statement in the Collateral described therein, and the power to transfer rights in such Collateral, in each case to the extent that a security interest therein may be perfected by filing pursuant to the UCC, (b) are prior to all other Liens and rights of others therein, on the Collateral in existence on the date hereof except for Permitted Liens. When the 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 (i) unrecorded Liens permitted by the Administrative Agent directing disposition Credit Agreement which have priority over the Liens on the Collateral by operation of funds in the Deposit Account subject to such record without any further consent by the applicable Grantor law and (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 ii) 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”), 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 applicable Grantor shall have delivered any Instruments, Tangible Chattel Paper, money or Certificated Securities (together with an Effective Endorsement and Assignment in the case of Instruments and Certificated Securitiesdescribed on SCHEDULE 8.3(h) 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 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, except for Permitted LiensTO THE CREDIT AGREEMENT.

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 (as such schedule shall be updated from time to time pursuant to Section 4.3) and contains an adequate description of the Collateral for purposes of perfecting a security interest in such Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC. The Security Interests granted pursuant to this Agreement constitute valid and enforceable security interests in all of the Collateral in favor of the Administrative Agent, for the benefit of the Secured Parties, as collateral security for the Secured Obligations. When the aforementioned financing statements shall have been filed in the offices specified in Schedule 3.6, the Security Interest 60010211_5 will constitute a fully perfected security interest in all right, title and interest of the applicable Grantor named as debtor in such financing statement in the Collateral described therein, and the power to transfer rights in such Collateral, in each case to the extent that a security interest therein may be perfected by filing pursuant to the UCC, UCC prior and superior to all other Liens and rights of others therein, except for Permitted Liens. When the 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 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 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”), 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 applicable Grantor shall have delivered any Instruments, Tangible Chattel Paper, money or Certificated 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 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 certificated Securities, and the power to transfer rights in such Instruments, Tangible Chattel Paper, money or Certificated certificated Securities, prior and superior to all other Liens and rights of others therein and subject to no adverse claims. When the applicable Grantor shall take the actions required under this Agreement with respect to any Collateral that is not 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 case prior and superior to all other Liens and rights of others therein, except for Permitted Liens.

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 (as such schedule shall be updated from time to time pursuant to Section 4.3) and contains an adequate description of the Collateral for purposes of perfecting a The security interest in such Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC. The Security Interests interests granted pursuant to this Agreement (a) 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 and enforceable valid, perfected security interests (with respect to Intellectual Property, if and 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 (other than the Excluded Perfection Assets) in favor of the Administrative AgentCollateral Trustee, for the benefit of the Secured Parties, as collateral security for the Secured such Pledgor’s Priority Lien Obligations and such Guarantor’s Priority Lien Obligations and Parity Lien Obligations, as applicable, enforceable in accordance with the Security Interest 60010211_5 will constitute a perfected terms hereof and of the Collateral Trust Agreement; provided, however, that additional filings may be necessary to perfect the Collateral Trustee’s security interest in all rightany After-Acquired Intellectual Property, title and interest of the applicable Grantor named as debtor in such financing statement in the Collateral described therein(b) are, and the power to transfer rights in such Collateral, in each case to the extent that a security interest therein may be perfected by filing pursuant such Liens have been granted to the UCCCollateral Trustee for the benefit of the Priority Lien Secured Parties, prior to all other Liens and rights of others therein, on the Collateral except for Permitted Liens. When the 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 prior Liens not prohibited by the Administrative 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 Secured Debt Documents and (c) are, to the extent that such Deposit Account, and Liens have been granted to 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 Collateral Trustee 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”), the Security Interest will constitute a perfected security interest in all right, title and interest benefit 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 applicable Grantor shall have delivered any 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 in such Instruments, Tangible Chattel Paper, money or Certificated SecuritiesParity Lien Secured Parties, prior to all other Liens on the Collateral except for the prior Liens for the benefit of the Priority Lien Secured Parties and rights for Liens not prohibited by any of others therein the Secured Debt Documents. Without limiting the foregoing and subject to no adverse claimsSection 5.13 of the Credit Agreement, except for Permitted Liens.each Guarantor and Pledgor has taken all actions necessary, including those specified in Section 5.1, to:

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 (as such schedule shall be updated from time to time pursuant to Section 4.3) and contains an adequate description of the Collateral for purposes of perfecting a The security interest in such Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC. The Security Interests interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 2 (exclusive of any filings or other actions required to 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 and enforceable perfected security interests in all of the Collateral in favor of the Administrative Agent, for the benefit of itself and the Secured Parties, Lenders as collateral security for the Secured each Grantor’s Obligations, enforceable in accordance with the Security Interest 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 Collateral described therein, and the power to transfer rights in such Collateral, in each case terms hereof (subject to the extent that 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 security interest therein may be perfected by filing pursuant 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 the UCC, purchase any Collateral from each Grantor and (b) are prior to all other Liens and rights of others therein, on the Collateral in existence on the date hereof except for Permitted LiensLiens for which priority is accorded under applicable law. When Subject to the applicable Controlled Depositarypayment of all necessary filing fees, the Administrative Agent filings and the applicable Grantor have Authenticated other actions specified on Schedule 2 (exclusive of any filings or other actions required to perfect 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 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 the Pledged Equity of any Foreign Subsidiary in any jurisdiction outside of the applicable Grantor United States) constitute all of the filings and other actions necessary to perfect all security interests granted hereunder; provided, that notwithstanding anything contained in such Deposit Account, and this Agreement to the power to transfer rights in such Deposit Accountcontrary, in each case prior no event shall any Grantor be required to all other Liens and rights of others therein and subject to no adverse claimsfile, except for Permitted Liens. When the applicable Controlled Intermediaryregister, 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 or otherwise perfect any further consent by the applicable Grantor (such a record, a “Securities Account Control Agreement”), the Security Interest will constitute a perfected lien or security interest in all right, title and interest any jurisdiction outside 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 applicable Grantor shall have delivered any Instruments, Tangible Chattel Paper, money or Certificated Securities (together United States with an Effective Endorsement and Assignment in the case of Instruments and Certificated Securities) respect to the Administrative Agent, the Security Interest will constitute a perfected security interest in all right, title and interest Pledged Equity of any Person (other than any of the applicable Grantor foregoing required in connection with the Pledged Equity of Kids Line UK LTD and Kids Line Australia Pty. LTD) until such Instruments, Tangible Chattel Paper, money or Certificated Securities, and the power to transfer rights time as such Person has revenue in such Instruments, Tangible Chattel Paper, money or Certificated Securities, prior to all other Liens and rights excess of others therein and subject to no adverse claims, except for Permitted Liens$500,000.

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 (as such schedule shall be updated from time to time pursuant to Section 4.3) and contains an adequate description of the Collateral for purposes of perfecting a security interest in such Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC. The Security Interests granted pursuant to this Agreement constitute valid and enforceable security interests in all of the Collateral in favor of the Administrative Agent, for the benefit of the Secured Lender Parties, as collateral security for the Secured Guaranteed Obligations. When the aforementioned financing statements shall have been filed in the offices specified in Schedule 3.6, the Security Interest 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 Collateral described therein, and the power to transfer rights in such Collateral, in each case to the extent that a security interest therein may be perfected by filing pursuant to the UCC, UCC prior to all other Liens and rights of others therein, except for Permitted Liens. When the 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 such record without any further consent by the applicable Grantor (such a record, a “Deposit Account Control Agreement”)Grantor, 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 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”)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, except for Permitted Liens. When the applicable Grantor shall have delivered any 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 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. 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 case prior to all other Liens and rights of others therein, except for Permitted Liens.

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 (as such schedule shall be updated from time to time pursuant to Section 4.3) and contains an adequate description of the Collateral for purposes of perfecting a security interest in such Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC. The Security Interests granted pursuant to this Agreement constitute valid and enforceable security interests in all of the Collateral in favor of the Administrative Agent, for the benefit of the Secured Parties, as collateral security for the Secured Obligations. When the aforementioned financing statements shall have been filed in the offices specified in Schedule 3.6, the Security Interest 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 Collateral described therein, and the power to transfer rights in such Collateral, in each case to the extent that a security interest therein may be perfected by filing pursuant to the UCC, UCC prior to all other Liens and rights of others therein, except for Permitted Liens. When the 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 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 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”), 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 applicable Grantor shall have delivered any Instruments, Tangible Chattel Paper, money Paper 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 Paper or Certificated Securities, and the power to transfer rights in such Instruments, Tangible Chattel Paper, money Paper or Certificated Securities, prior to all other Liens and rights of others therein and subject to no adverse claimsand, except for Permitted Liensin the case of Certificated Securities, will satisfy the requirements of Section 8-303(a)(3) of the UCC.

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 Subject to 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 Pari Passu Intercreditor Agreement, the Collateral for purposes of perfecting a security interest in such Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC. The Security Interests interests granted pursuant to this Agreement 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) will constitute valid and enforceable perfected security interests (except Money which is not in the possession of the Notes Collateral Agent or as expressly provided herein and except to the extent perfection is not required by this Agreement) in all of the Collateral subject hereto on the date hereof in favor of the Administrative Notes Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for the such Grantor’s Secured Obligations, enforceable in accordance with the Security Interest 60010211_5 will constitute terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor (subject 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 perfected security interest proceeding in all right, title equity or at law) and interest an implied covenant of the applicable Grantor named as debtor in such financing statement in the Collateral described thereingood faith and fair dealing) other than Ordinary Course Transferees, and the power to transfer rights in such Collateral, in each case to the extent that a security interest therein may be perfected by filing pursuant to the UCC, (b) are prior to all other Liens and rights of others thereinon the Collateral in existence on the date hereof, except for Permitted Liens. When Liens permitted by Section 4.12 of the applicable Controlled DepositaryIndenture which have priority over, or are pari passu with, the Administrative Agent and Liens on 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 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 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”), 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 applicable Grantor shall have delivered any 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 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, except for Permitted LiensCollateral.

Perfected First Priority Liens. Each financing statement naming any Grantor as This Guaranty and Security Agreement creates a debtor legal 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 (as such schedule shall be updated from time to time pursuant to Section 4.3) and contains an adequate description of the Collateral for purposes of perfecting a valid security interest in such Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC. The Security Interests granted pursuant to this Agreement constitute valid on and enforceable security interests in all of the Collateral in favor which any Grantor now have rights, and upon the taking of the Administrative AgentRequired Actions described below, for the benefit of the Secured Parties, as collateral security for the Secured Obligations, the Security Interest 60010211_5 will constitute Lender shall have a fully perfected security interest in all right, title and interest of the applicable Collateral in which any Grantor named as debtor in such financing statement 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 fully perfected security interest in the Collateral described thereinin which any Grantor later acquires rights, and when such Grantor acquires those rights, subject only to the power to transfer rights in such CollateralPermitted Liens, in each case to the extent that a security interest therein may can be perfected by filing the taking of the Required Actions, The security interests granted pursuant to the UCC, this Guaranty and Security Agreement are prior to all other Liens and rights of others therein, on the Collateral in existence on the date hereof except for Permitted Liens. When , to the 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 such record without any further consent by the applicable Grantor (such a record, a “Deposit Account Control Agreement”), the Security Interest will constitute extent a perfected first priority security interest in all right, title and interest the Collateral can be created by the taking of the applicable Required Actions. For purposes hereof, "REQUIRED ACTIONS" means (i) the filing of Uniform Commercial Code financing statements in all jurisdictions in the United States where such filings are necessary or desirable to perfect and protect the Lender's security interest in the Collateral, (ii) delivery of notices to each bank, savings and loan association, credit union or like organization located in California where a Grantor in such maintains a Deposit Account, (iii) delivery of certificates (and where necessary or desirable, stock powers in blank) representing the power Pledged Stock to transfer rights in 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 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 terms are defined in the Securities Account subject to such record without any further consent by the applicable Grantor (such a record, a “Securities Account Control Agreement”UCC), and (vi) filing of Assignments for Security (Trademarks) with the Security Interest United States Patent and Trademark Office. Upon Lender's reasonable request, Grantors will constitute a perfected take such other actions necessary or desirable to perfect and protect such 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 applicable Grantor shall have delivered any 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 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, except for Permitted Liensinterest.

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 (as such schedule shall be updated from time to time pursuant to Section 4.3) and contains an adequate description of the Collateral for purposes of perfecting a The security interest in such Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC. The Security Interests interests granted pursuant to this Agreement constitute valid and enforceable security interests in all of the Collateral in favor of the Administrative Agent, for the benefit of the Secured Parties, as collateral security for the Secured Obligations, enforceable against each applicable Grantor in accordance with the Security Interest 60010211_5 terms hereof (subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally and by general equitable principles (whether enforcement is sought in proceedings in equity or at law) and upon completion of the filings and other actions specified on Schedule 2 hereto (which, in the case of all filings and other documents referred to on said Schedule to be made under the New York UCC, have been delivered to the Administrative Agent in completed and, where required, duly executed form) will constitute a valid perfected security interests in all of the Collateral (other than any Collateral for which perfection is not required pursuant to Section 5) in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Obligations, in each case prior and superior in right to any other person (except Liens permitted by Section 6.02 of the Credit Agreement), enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor, to the extent the security interest therein may be perfected by filing, recording or registration in the United States pursuant to the Uniform Commercial Code of any applicable jurisdiction or, in the case of the Intellectual Property of the Grantors referred to in Section 4.6, by filing, recording or registration in the United States Patent and Trademark Office or the United States Copyright Office; provided, however, that additional filings in the United States Patent and Trademark Office and the United States Copyright Office may be required in connection with registered and applied for Trademarks, Patents and Copyrights constituting Collateral which are acquired after the date hereof, and provided further that the perfection (or analogous status) of the Administrative Agent’s Lien in Intellectual Property Collateral established under the laws of jurisdictions outside the United States may require additional filings and other actions. When certificates or promissory notes representing the Pledged Stock or the Pledged Notes, as applicable, are delivered to the Administrative Agent (together with transfer powers or endorsements executed in blank), the Administrative Agent (for the benefit of the Secured Parties) will have a fully perfected Lien on, and security interest in, all right, title and interest of the applicable each Grantor named as debtor in such financing statement in the Collateral described therein, and as collateral security for the power to transfer rights in such Collateral, in each case Obligations to the extent that a security interest therein perfection in such Collateral (and the proceeds thereof) may be perfected obtained by filing pursuant to possession of such certificates and/or promissory notes, in the UCC, prior to all other Liens and rights case of others therein, except for Permitted Liens. When the applicable Controlled Depositary, the Administrative Agent Pledged Stock 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 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 AccountPledged Notes, in each case prior and superior in right to all any 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”), 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 applicable Grantor shall have delivered any 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 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, except for Permitted Liensperson.

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 (as such schedule shall be updated from time to time pursuant to Section 4.3) and contains an adequate description of the Collateral for purposes of perfecting a The security interest in such Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC. The Security Interests interests granted pursuant to this Agreement Agreement, upon completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Collateral Agent in completed and duly executed form) and, with respect to Collateral acquired after the date hereof and Grantors that become a party hereto after the date hereof, such other filings and other actions as may be necessary under any Requirement of Law, (a) will constitute valid and enforceable perfected security interests in all of the Collateral in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties, as collateral security for the Secured such Grantor's Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor (other than Ordinary Course Buyers) and (b) are prior to all other Liens on the Collateral in existence on the date of such filings or other actions (i) except for Liens permitted by the Credit Agreements which have priority over the Liens on the Collateral, (ii) except to the extent that any Collateral consists of any Instrument, Certificated Security Interest 60010211_5 will constitute a perfected or Chattel Paper in an amount up to and including $5,000,000 and such Instrument, Certificated Security or Chattel Paper has not been delivered to the Collateral Agent (it being understood and agreed that the failure of the Collateral Agent to take possession of any such Instrument or Certificated Security shall not impair in any respect the perfection of the security interest hereunder in all rightsuch Instrument or Certificated Security to the extent perfected by filing), title (iii) except, with respect to Collateral located outside the United States and with respect to which the Collateral Agent has not perfected its security interest therein under applicable foreign law, to the extent that perfection in such foreign jurisdiction would require filings or other actions outside of the United States, (iv) except, with respect to any Investment Property with respect to which the Collateral Agent has not obtained "control" (within the meaning of the applicable Grantor named as debtor in such financing statement in Uniform Commercial Code), to the extent that the Collateral described thereinAgent does not have such "control", (v) except, with respect to any Intellectual Property, to the extent that such Intellectual Property is not listed in a filing made pursuant to this Agreement with the United States Patent and Trademark Office or the power United States Copyright Office, as applicable (it being understood and agreed that the failure to transfer rights list any such Intellectual Property in any such Collateralfiling with the United States Patent and Trademark Office or the United States Copyright Office shall not impair in any respect the perfection of the security interest hereunder in General Intangibles) and (vi) except, in each case with respect to any Deposit Account, to the extent that a security interest therein may be perfected by filing pursuant Control Agreement with respect to the UCC, prior to all other Liens and rights of others therein, except for Permitted Liens. When the 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 such 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 shall not be 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 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”), 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 applicable Grantor shall have delivered any 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 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, except for Permitted Lienseffect.

Perfected First Priority Liens. Each financing statement naming any Grantor 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 debtor and control agreement, 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 (as such schedule shall be updated from time to time pursuant to Section 4.3) and contains an adequate description of the Collateral for purposes of perfecting a security interest in such Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC. The Security Interests interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on said Schedule and required to be delivered hereunder, have been delivered to the Agent in completed and duly executed form) will constitute valid and enforceable 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 Administrative Agent, for the benefit of the Secured PartiesCreditors, as collateral security for the Secured such Grantor’s Obligations, enforceable in accordance with the Security Interest 60010211_5 will constitute a perfected security interest in terms hereof against all right, title creditors of such Grantor and interest of the applicable any Persons purporting to purchase any Collateral from such Grantor named as debtor in such financing statement and except buyers in the Collateral described therein, and the power to transfer rights in such Collateral, in each case to the extent ordinary course that a security interest therein may be perfected by filing take free of liens pursuant to the UCC, UCC and (b) are prior to all other Liens and rights of others therein, on the Collateral in existence on the date hereof except for Permitted Liens. When the 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 Liens permitted by the Administrative Credit Agreement. Upon the delivery to and continuing possession by the Agent directing disposition in accordance with the UCC of funds the certificates identified on Schedule 2 and related stock powers, all actions necessary to perfect the security interest created under this Agreement, so far as perfection is possible under relevant law, in the Deposit Account subject certificates identified on Schedule 2 shall have been duly taken, and this Agreement creates in favor of the Agent for the benefit of the Secured Creditors a valid and, together with delivery to such record without any further consent and continuing possession by the applicable Grantor (such a recordAgent in accordance with the UCC of the certificates identified on Schedule 2 and related stock powers, a “Deposit Account Control Agreement”)perfected, the Security Interest will constitute a perfected so far as perfection is possible under relevant law, security interest in all rightthe certificates identified on Schedule 2, title and interest for the benefit of the applicable Secured Creditors, as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor in and any Persons purporting to purchase any Collateral from such Deposit Account, Grantor 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 buyers 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 ordinary course that take free 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 applicable Grantor shall have delivered any Instruments, Tangible Chattel Paper, money or Certificated Securities (together with an Effective Endorsement and Assignment in the case of Instruments and Certificated Securities) liens pursuant 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 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, except for Permitted LiensUCC.

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 (as such schedule shall be updated from time to time pursuant to Section 4.3a) and contains an adequate description of the Collateral for purposes of perfecting a The security interest in such Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC. The Security Interests interests granted pursuant to this Agreement upon completion of the filings and other actions specified on Schedule 4 (which, in the case of all filings and other documents referred to on such Schedule, have been delivered to the Collateral Agent in completed and, where required, duly executed form) and the obtaining and maintenance of “control” (within the meanings of Section 8-106 and 9-104 of the UCC) by the Collateral Agent of all Deposit Accounts (other than Excluded Deposit Accounts), will constitute valid and enforceable perfected security interests in all of the Collateral in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties, as collateral security for the Secured Obligations, enforceable in accordance with the Security Interest 60010211_5 will constitute a perfected security interest in all right, title and interest of the applicable Grantor named terms hereof (except as debtor in such financing statement in the Collateral described therein, and the power to transfer rights in such Collateral, in each case to the extent that a security interest therein enforceability may be perfected limited by filing pursuant to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the UCC, enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)) against all creditors of such Grantor and are and will be prior to all other Liens and rights of others therein, on such Collateral except for Permitted Liens. When Liens which have priority as permitted by the applicable Controlled Depositary, the Administrative Agent Credit Agreement and the applicable Grantor have Authenticated a record providing other Loan Documents; provided that additional filings with the applicable Controlled Depositary will comply PTO and United States Copyright Office may be required with instructions originated respect to the perfection of the Collateral Agent’s Lien on registered and applied-for United States Patents, Trademarks, and Copyrights, as applicable, acquired by Grantors after the Administrative Agent directing disposition Closing Date and the perfection of funds the Collateral Agent’s Lien on Intellectual Property established under the laws of jurisdictions outside the United States may be subject to additional filings and registrations. Without limiting the foregoing and except as otherwise permitted or provided in Section 5 hereof or in the Deposit Account subject to such record Credit Agreement (including without any further consent by the applicable Grantor (such a recordlimitation, a “Deposit Account Control Agreement”as provided in Schedule 6.15 thereto), each Grantor has taken all actions necessary or desirable to: (i) establish the Security Interest will constitute a perfected security interest in all right, title Collateral Agent’s “control” (within the meanings of Sections 8-106 and interest 9-106 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 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 UCC) over 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 portion 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 applicable Grantor shall have delivered any 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 Investment Property constituting Certificated Securities, and the power to transfer rights in such Instruments, Tangible Chattel Paper, money or Certificated Uncertificated Securities, prior to Securities Accounts, Securities Entitlements or Commodity Accounts (each as defined in the UCC), (ii) establish the Collateral Agent’s “control” (within the meaning of Section 9-104 of the UCC) over all Deposit Accounts (other Liens than Excluded Deposit Accounts) of such Grantor, (iii) establish the Collateral Agent’s “control” (within the meaning of Section 9-105 of the UCC) over all Electronic Chattel Paper of such Grantor and rights (iv) establish the Collateral Agent’s “control” (as defined in UETA) over all “transferable records” (as defined in UETA) of others therein and subject to no adverse claims, except for Permitted Lienssuch Grantor.

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 filing offices of the states specified on Schedule 3.6 to 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 for purposes of perfecting a security interest in such Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC3.6. The Security Interests granted pursuant to this Agreement (a) constitute valid and enforceable security interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of itself and the Secured PartiesLenders, as collateral security for the Secured Obligations, and (b): (1) when UCC financing statements containing an adequate description of the Collateral shall have been filed in the offices specified in Schedule 3.6, the Security Interest 60010211_5 Interests will constitute a perfected security interest interests in all right, title and interest of the applicable such Grantor named as debtor in such financing statement in the Collateral described therein, and the power to transfer rights in such Collateral, in each case to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all other Liens and rights of others therein, therein except for Permitted Liens. When ; (2) when each Patent and Trademark security agreement has been filed with the applicable Controlled Depositary, the Administrative Agent United States Patent 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 such record without any further consent by the applicable Grantor (such a record, a “Deposit Account Control Agreement”)Trademark Office, the Security Interest Interests will constitute a perfected security interest interests in all right, title and interest of the applicable such Grantor in such Deposit Accountthe Intellectual Property therein described, 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, ; and (3) when each control agreement has been executed and delivered to 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”)Agent, the Security Interest Interests will constitute a perfected security interest interests 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 applicable Grantor shall have delivered any Instruments, Tangible Chattel Paper, money or Certificated Securities (together with an Effective Endorsement and Assignment Grantors in the case of Instruments Deposit Accounts and Certificated Securities) to the Administrative AgentSecurities Accounts, the Security Interest will constitute a perfected security interest in all rightas applicable, title and interest of the applicable Grantor in such Instruments, Tangible Chattel Paper, money or Certificated Securities, and the power to transfer rights in such Instruments, Tangible Chattel Paper, money or Certificated Securitiessubject thereto, prior to all other Liens and rights of others therein and subject to no adverse claims, claims except for Permitted Liens.

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 (a) Subject to the Collateral Disclosure Letter limitations set forth in clause (as such schedule shall be updated from time to time pursuant to b) of this Section 4.3) and contains an adequate description of 3.2, the Collateral for purposes of perfecting a security interest in such Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC. The Security Interests granted pursuant to this Security Agreement (i) will constitute valid and enforceable security interests perfected Security Interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations, upon (A) completion of all filings, registrations, recordings and other actions specified in Section 6 of the Perfection Certificate (as such information is updated pursuant to Section 9.1(d) of the Credit Agreement) to the extent that a Security Interest may be perfected by the filing of any UCC financing statement, (B) in the case of Equipment that is covered by a certificate of title, the filing with the registrar of motor vehicles or other appropriate authority in the applicable jurisdiction (as specified in the Perfection Certificate (as such information is updated pursuant to Section 9.1(d) of the Credit Agreement)) of an application requesting the notation of the Security Interest 60010211_5 will constitute a perfected security interest in all right, created hereunder on such certificate of title and interest (C) completion of the applicable Grantor named as debtor in such financing statement filing, registration and recording of a fully executed agreement in the form hereof (or a supplement hereto) and containing a description of all Collateral described thereinconstituting Intellectual Property in the United Stated Patent and Trademark Office within the three-month period (commencing as of the date hereof) or, in the case of Collateral constituting Intellectual Property acquired after the date hereof, thereafter pursuant to 35 USC §261 and 15 USC § 1060 and the power regulations thereunder with respect to transfer rights United States Patents and United States registered Trademarks and in such Collateralthe United States Copyright Office within the one-month period (commencing as of the date hereof) or, in each the case of Collateral constituting Intellectual Property acquired after the date hereof, thereafter with respect to United States registered Copyrights pursuant to 17 USC §205 and the regulations thereunder and otherwise as may be required pursuant to the laws of any other necessary jurisdiction to the extent that a security interest therein may be perfected by filing pursuant to the UCCsuch filings, registrations and recordings, and (ii) are prior to all other Liens and rights of others therein, except for Permitted Liens. When on the 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 Collateral other than Liens permitted pursuant 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 Section 10.2 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 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 Credit Agreement”), the Security Interest will constitute a perfected security interest in all right, title and interest of the applicable Grantor in such Securities Account, and the power to transfer rights in such Securities Account, in each case prior to all other Liens and rights of others therein and subject to no adverse claims, except for Permitted Liens. When the applicable Grantor shall have delivered any 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 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, except for Permitted Liens.

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 filing offices of the states specified on Schedule 3.6 to 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 for purposes of perfecting a security interest in such Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC3.6. The Security Interests granted pursuant to this Agreement (a) constitute valid and enforceable security interests in all of the Collateral in favor of the Administrative Agent, for the ratable benefit of itself and the other Secured Parties, as collateral security for the Secured Obligations, and (b) (i) when UCC financing statements containing an adequate description of the Collateral shall have been filed in the offices specified in Schedule 3.6, the Security Interest 60010211_5 Interests will constitute a perfected security interest interests in all right, title and interest of the applicable such Grantor named as debtor in such financing statement in the Collateral described therein, and the power to transfer rights in such Collateral, in each case to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all other Liens and rights of others therein, therein except for Permitted Liens. When ; (ii) when each Copyright security agreement has been filed with the 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 such record without any further consent by the applicable Grantor (such a record, a “Deposit Account Control Agreement”)United States Copyright Office, the Security Interest Interests will constitute a perfected security interest interests in all right, title and interest of the applicable such Grantor in such Deposit Accountthe Intellectual Property therein described, 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, ; and (iii) when each control agreement has been executed and delivered to 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”)Agent, the Security Interest Interests will constitute a perfected security interest interests 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 applicable Grantor shall have delivered any Instruments, Tangible Chattel Paper, money or Certificated Securities (together with an Effective Endorsement and Assignment Grantors in the case of Instruments Deposit Accounts and Certificated Securities) to the Administrative AgentSecurities Accounts, the Security Interest will constitute a perfected security interest in all rightas applicable, title and interest of the applicable Grantor in such Instruments, Tangible Chattel Paper, money or Certificated Securities, and the power to transfer rights in such Instruments, Tangible Chattel Paper, money or Certificated Securitiessubject thereto, prior to all other Liens and rights of others therein and subject to no adverse claims, claims except for Permitted Liens.

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 (as such schedule shall be updated from time to time pursuant to Section 4.3) and contains an adequate description of the Collateral for purposes of perfecting a The security interest in such Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC. The Security Interests interests granted pursuant to this Agreement (i) upon completion of the fillings and other actions specified on Schedule 3 (x) will constitute valid and enforceable perfected security interests in all of the Collateral (other than Intellectual Property) in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for the Secured such Grantor’s Obligations, enforceable in accordance with the Security Interest 60010211_5 will constitute a perfected security interest in terms hereof against all rightcreditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor, title and interest of the applicable Grantor named as debtor in such financing statement in the Collateral described therein, and the power to transfer rights in such Collateral, in each case to the extent that a security interest therein may be perfected by filing filing, recording or registration in the 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 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 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 Collateral Deposit Account 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 upon the Administrative Agent obtaining “control” of such Collateral Deposit Account for purposes of the New York UCC, and (ii) are prior to all other Liens and rights of others therein, on the Collateral in existence on the date hereof except for Permitted Liens. When the 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 Liens permitted by the Administrative Agent directing disposition Term Loan Agreement which have priority over the Liens on the Collateral by operation of funds in law (including the Deposit Account subject to such record without any further consent by priority rues under the applicable Grantor (such a recordNew York UCC) or which, 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 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”), 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 applicable Grantor shall have delivered any Instruments, Tangible Chattel Paper, money or Certificated Securities (together with an Effective Endorsement and Assignment in the case of Instruments Collateral consisting of Pledged Equity and Certificated Securities) Pledged Debt, are nonconsensual Liens permitted pursuant 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 Term Loan Agreement to transfer rights in such Instruments, Tangible Chattel Paper, money or Certificated Securities, be prior to all the security interests granted pursuant to this Agreement or which, in the case of Collateral other Liens than Pledged Equity and rights of others therein and subject Pledged Debt, are permitted pursuant to no adverse claims, except for Permitted Liensthe Term Loan Agreement to be prior to the security interests granted pursuant to this Agreement.

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 (as such schedule shall be updated from time to time pursuant to Section 4.3) and contains an adequate description of the Collateral for purposes of perfecting a The security interest in such Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC. The Security Interests interests granted pursuant to this Agreement Agreement, upon completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Collateral Agent in completed and duly executed form) and, with respect to Collateral acquired after the date hereof and Grantors that become a party hereto after the date hereof, such other filings and other actions as may be necessary under any Requirement of Law, (a) will constitute valid and enforceable perfected security interests in all of the Collateral in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties, as collateral security for the Secured such Grantor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor (other than Ordinary Course Buyers) and (b) are prior to all other Liens on the Collateral in existence on the date of such filings or other actions (i) except for Liens permitted by the Credit Agreements which have priority over the Liens on the Collateral, (ii) except to the extent that any Collateral consists of any Instrument, Certificated Security Interest 60010211_5 will constitute a perfected or Chattel Paper in an amount up to and including $5,000,000 and such Instrument, Certificated Security or Chattel Paper has not been delivered to the Collateral Agent (it being understood and agreed that the failure of the Collateral Agent to take possession of any such Instrument or Certificated Security shall not impair in any respect the perfection of the security interest hereunder in all rightsuch Instrument or Certificated Security to the extent perfected by filing), title (iii) except, with respect to Collateral located outside the United States and with respect to which the Collateral Agent has not perfected its security interest therein under applicable foreign law, to the extent that perfection in such foreign jurisdiction would require filings or other actions outside of the United States, (iv) except, with respect to any Investment Property with respect to which the Collateral Agent has not obtained “control” (within the meaning of the applicable Grantor named as debtor in such financing statement in Uniform Commercial Code), to the extent that the Collateral described thereinAgent does not have such “control”, (v) except, with respect to any Intellectual Property, to the extent that such Intellectual Property is not listed in a filing made pursuant to this Agreement with the United States Patent and Trademark Office or the power United States Copyright Office, as applicable (it being understood and agreed that the failure to transfer rights list any such Intellectual Property in any such Collateralfiling with the United States Patent and Trademark Office or the United States Copyright Office shall not impair in any respect the perfection of the security interest hereunder in General Intangibles) and (vi) except, in each case with respect to any Deposit Account, to the extent that a security interest therein may Control Agreement that is required to be perfected by filing in effect pursuant to the UCC, prior Section 5.10 with respect to all other Liens and rights of others therein, except for Permitted Liens. When the 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 such 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 shall not be 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 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”), 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 applicable Grantor shall have delivered any 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 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, except for Permitted Lienseffect.

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 (as such schedule shall be updated from time to time pursuant to Section 4.3) and contains an adequate description of the Collateral for purposes of perfecting a security interest in such Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC. The Security Interests granted pursuant to this Agreement constitute valid and enforceable security interests in all of the Collateral in favor of the Administrative Agent, for the benefit of the Secured Parties, as collateral security for the Secured Obligations, the 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 Collateral described therein, and the power to transfer rights in such Collateral, in each case to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all other Liens and rights of others therein, except for Permitted Liens. When the 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 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 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”), 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 applicable Grantor shall have delivered any 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 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, except for Permitted Liens.. SECTION 3.5

Perfected First Priority Liens. Each financing statement naming (a) Except with respect to any Grantor as a debtor and Property to which 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 (as such schedule shall be updated from time to time has determined pursuant to Section 4.36.10(c) and contains an adequate description of the Credit Agreement that the collateral value thereof is insufficient to justify the difficulty, time or expense of obtaining a perfected or first priority Lien in favor of the Collateral for purposes of perfecting a Agent, the security interest in such Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC. The Security Interests interests granted pursuant to this Agreement (i) constitute valid and, subject only to the filing of the financing statements and enforceable the taking of the other actions listed on Schedule 3 hereto (which may or may not be required pursuant to the terms hereof), fully perfected security interests in all of the Grantor Collateral or Pledgor Collateral, as applicable, in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties, as collateral security for the Secured Obligations, enforceable in accordance with the Security Interest 60010211_5 will constitute a perfected security interest in terms hereof against all rightcreditors of such Grantor and the Pledgor, title and interest of (ii) are subject to no other Liens on the applicable Grantor named Collateral or Pledgor Collateral, as debtor in such financing statement in the Collateral described thereinapplicable, except for Permitted Liens, and the power to transfer rights in such Collateral, in each case to the extent that a security interest therein may be perfected by filing pursuant to the UCC, (iii) are prior to all other Liens and rights of others thereinon the Grantor Collateral or Pledgor Collateral, as applicable, except for Senior Permitted Liens. When Without limiting the applicable Controlled Depositaryforegoing, (i) each Grantor has taken all actions necessary, including, without limitation, those specified in Section 4.1 to: (A) establish the Administrative Agent Collateral Agent’s “control” (within the meanings of Sections 8-106 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 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 9-106 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 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 New York UCC) over 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 portion 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 applicable Grantor shall have delivered any 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 Investment Property constituting Certificated Securities, and the power to transfer rights in such Instruments, Tangible Chattel Paper, money or Certificated Uncertificated Securities, prior Securities Accounts, Securities Entitlements or Commodity Accounts (each as defined in the New York UCC) and (B) establish the Collateral Agent’s “control” (within the meaning of Section 9-104 of the New York UCC) over all Deposit Accounts and (ii) the Pledgor has taken all actions necessary, including, without limitation, those specified in Section 4.1 to all other Liens establish the Collateral Agent’s “control” (within the meanings of Sections 8-106 and rights 9-106 of others therein and subject to no adverse claims, except for Permitted Liensthe New York UCC) over the Pledgor Collateral.

Perfected First Priority Liens. Each financing statement naming any Grantor as a debtor The security interests granted pursuant to this Agreement (a) 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 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 completed and, where applicable, duly executed form) will constitute valid perfected security interests (as such schedule shall be updated from time to time pursuant to Section 4.3) and contains an adequate description of the Collateral for purposes of perfecting a security interest in such Collateral to the extent that a perfection of security interest interests therein may be perfected by filing pursuant to of UCC-1 financing statements and/or filings with the UCC. The Security Interests granted pursuant to this Agreement constitute valid United States Patent and enforceable 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 (excluding Letter-of-Credit Rights where written request has not been made by the Administrative Agent) in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, as collateral security for the Secured such Grantor’s Obligations, enforceable in accordance with the Security Interest 60010211_5 will constitute a perfected security interest in terms hereof against all rightcreditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor, title and interest of the applicable Grantor named as debtor in such financing statement other than purchasers in the Collateral described thereinordinary course of business, and other than purchasers under transactions permitted under the power to transfer rights in such CollateralCredit Agreement, in each case to the extent that a security interest therein may be perfected by filing pursuant to the UCC, and (b) are prior to all other Liens and rights of others therein, on the Collateral in existence on the date hereof except for Permitted LiensLiens permitted by the Credit Agreement and other Liens which have priority over the Liens granted hereunder on the Collateral by operation of law. When Notwithstanding anything to the applicable Controlled Depositarycontrary contained above or elsewhere in this Agreement, but nonetheless subject to the Administrative Agent and terms of the applicable Intercreditor Agreement, with respect to Letter-of-Credit Rights where the relevant Grantor have Authenticated a record providing that the applicable Controlled Depositary will comply with instructions originated has been requested by the Administrative Agent directing disposition to obtain “control” 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”)same, 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 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”), 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 applicable respective Grantor shall have delivered a reasonable period of time to comply with such request and such “control” shall not be required if the respective Grantor is unable to obtain any Instrumentsrequired consents for such “control” after using commercially reasonable efforts to obtain same, Tangible Chattel Paper, money or Certificated Securities (together with an Effective Endorsement and Assignment in the case of Instruments unless and Certificated Securities) to the Administrative Agent, the Security Interest will constitute a perfected security interest in all right, title and interest until “control” of the applicable Grantor respective Letter-of-Credit Rights is obtained in such Instrumentsaccordance with the above provisions of this Section 4.3 (including this sentence), Tangible Chattel Paper, money there shall be no violation of any representation or Certificated Securities, and the power to transfer rights warranty or covenant contained 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, except for Permitted Liensthis Agreement as a result thereof.

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 (as such schedule shall be updated from time to time pursuant to Section 4.3) and contains an adequate description of the Collateral for purposes of perfecting a The security interest in such Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC. The Security Interests interests granted pursuant to this Agreement (a) 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 Sections 5.01(b), 7.12, 7.15 and 7.17 of the Credit Agreement) and payment of all filing fees, will constitute valid and enforceable fully perfected security interests in all of the Collateral in which a security interest may be perfected by way of such filings or any other actions specified thereon in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Obligations enforceable in accordance with the Secured Obligationsterms hereof, except as may be required under the laws of any jurisdiction outside of the United States or Canada (or with respect to Holdings, the Security Interest 60010211_5 will constitute a perfected security interest British Virgin Islands) in all right, title and interest of the applicable Grantor named as debtor in such financing statement in order to perfect the Collateral described therein, Agent’s Lien on the Collateral created under the laws of such jurisdiction and the power to transfer rights in such Collateral, in each case to the extent that a security interest therein may be perfected by filing pursuant to the UCC, (b) are prior to all other Liens and rights of others thereinon the Collateral, except for Permitted LiensLiens and other Liens expressly permitted to be senior to the security interests granted pursuant to this Agreement by Section 8.01 of the Credit Agreement. When Notwithstanding anything to the applicable Controlled Depositarycontrary herein, no Grantor shall be required to take any action under the laws of any jurisdiction other than the United States, Canada (or with respect to Holdings, the Administrative Agent British Virgin Islands) (or any political subdivision of any of the foregoing) and their respective territories and possessions for the applicable Grantor have Authenticated purpose of perfecting 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 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 rightany Collateral, title unless an Event of Default has occurred and interest is continuing, in which case such Grantor agrees, upon the request of the applicable Grantor in Collateral Agent, to execute and deliver any and all instruments and documents and take such Deposit Accountother actions that are necessary or appropriate to perfect, and record or evidence the power security interest granted herein to transfer rights in such Deposit Accountthe Collateral Agent, for the ratable benefit of the Secured Parties, in each case prior to all other Liens and rights of others therein and any jurisdiction. Without limiting the foregoing but subject to no adverse claimsany limitations on such requirement expressly provided herein or Section 7.15 of the Credit Agreement, except for Permitted Liens. When each Grantor has taken all actions necessary or desirable, including those specified in Section 4.02 to (i) establish the Collateral Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Property constituting 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 effect in 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 jurisdiction “UETA”) over all “transferable records” (as defined in the Securities Account subject to such record without any further consent by the applicable Grantor (such a record, a “Securities Account Control Agreement”UETA), 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 applicable Grantor shall have delivered any 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 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, except for Permitted Liens.

Perfected First Priority Liens. Each financing statement naming any Grantor as a debtor Subject to the Agreed Security Principles, the Legal Reservations and the Administrative Agent as secured party is in appropriate form for filing in Perfection Requirements, the appropriate offices of the states specified on Schedule 3.6 security interests granted to 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 for purposes of perfecting a security interest in such Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC. The Security Interests granted Agent pursuant to this Agreement (i) upon the filing of the financing statements specified on Schedule 2 (which filings have been made or are contemporaneously being made with copies delivered to the Collateral Agent) and the completion of the other actions required under this Agreement will constitute valid and enforceable perfected security interests in all of the Collateral (to the extent security interests in such Collateral are required to be perfected under the terms of this Agreement) in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties, as collateral security for the Secured such Grantor’s Obligations, enforceable in accordance with the Security Interest 60010211_5 will constitute a perfected security interest in terms hereof against all right, title creditors of such Grantor and interest of the applicable any Persons purporting to purchase any Collateral from such Grantor named as debtor in such financing statement in the Collateral described therein, and the power to transfer rights in such Collateral, in each case (except to the extent that a security interest therein such enforceability may be perfected limited by filing pursuant to the UCC, Legal Reservations)) and (ii) are prior to all other Liens and rights of others therein, on the Collateral in existence on the date hereof except for Permitted Liens. When Subject to the applicable Controlled DepositaryAgreed Security Principles, the Administrative Agent Legal Reservations and the applicable Grantor have Authenticated a record providing that Perfection Requirements, to the applicable Controlled Depositary will comply with instructions originated by extent perfection or priority of the Administrative Agent directing disposition security interest therein is not subject to Article 9 of funds the UCC, upon the filings provided for in the Deposit Account immediately preceding sentence above and the recordation of the security interests granted hereunder in issued, registered or applied for (as applicable) Patents, Trademarks and Copyrights owned by such Grantor and exclusive Copyright Licenses in respect of registered Copyrights for which such Grantor is the licensee in the United States Patent and Trademark Office and the United States Copyright Office, the security interests granted to the Collateral Agent hereunder in such Collateral will constitute valid perfected first priority security interests in such Collateral (subject to such record without any further consent by Permitted Liens) (it being understood, for the applicable Grantor (such a recordavoidance of doubt, a “Deposit Account Control Agreement”), the Security Interest will constitute a perfected security interest in all right, title and interest that no action shall be required to be taken with respect to any registry outside 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 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”United States), 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 applicable Grantor shall have delivered any 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 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, except for Permitted Liens.

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 (as such schedule shall be updated from time to time pursuant to Section 4.3) and contains an adequate description of the Collateral for purposes of perfecting a The security interest in such Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC. The Security Interests interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 4.3(a) (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 and enforceable valid, fully-perfected security interests in all of the Collateral (other than the Excluded Perfection Assets) in favor of the Administrative AgentCollateral Trustee, for the benefit of the Secured Parties, as collateral security for the such Grantor's Secured Obligations, enforceable in accordance with the Security Interest 60010211_5 will constitute a perfected security interest in all right, title terms hereof and interest of the applicable Grantor named as debtor in such financing statement in the Collateral described thereinTrust Agreement, and the power to transfer rights in such Collateral(b) are, in each case to the extent that a security interest therein may be perfected by filing pursuant such Liens have been granted to the UCCCollateral Trustee for the benefit of the Priority Lien Secured Parties, prior to all other Liens and rights of others therein, on the Collateral except for Permitted Liens. When the 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 Liens expressly permitted by the Administrative 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 each of the applicable Grantor in Secured Debt Documents and (c) are, to the extent that such Deposit Account, and Liens have been granted to 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 Collateral Trustee 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”), the Security Interest will constitute a perfected security interest in all right, title and interest benefit 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 applicable Grantor shall have delivered any 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 in such Instruments, Tangible Chattel Paper, money or Certificated SecuritiesParity Lien Secured Parties, prior to all other Liens and rights of others therein and subject to no adverse claims, on the Collateral except for Permitted Liensthe prior Liens for the benefit of the Priority Lien Secured Parties and for Liens expressly permitted by each of the Secured Debt Documents. Without limiting the foregoing, each Grantor has taken all actions necessary or desirable, including those specified in Section 5.2, to: (i) establish the Collateral Trustee's "control" (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Property constituting Certificated Securities, Uncertificated Securities, Securities 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, (iii) establish the Collateral Trustee's "control" (within the meaning of Section 9-107 of the New York UCC) over all Letter of Credit Rights, (iv) establish the Collateral Trustee's control (within the meaning of Section 9-105 of the New York UCC) over all Electronic Chattel Paper and (v) establish the Collateral Agent's "control" (within the meaning of Section 16 of the Uniform Electronic Transaction Act as in effect in the applicable jurisdiction (the "UETA")) over all "transferable records" (as defined in UETA).

Perfected First Priority Liens. 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 (as such schedule shall be updated from time to time pursuant to Section 4.3) and contains an adequate description of the Collateral for purposes of perfecting a The security interest in such Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC. The Security Interests interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 4.3(a) (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 and enforceable valid, fully-perfected security interests in all of the Collateral (other than the Excluded Perfection Assets) in favor of the Administrative AgentCollateral Trustee, for the benefit of the Secured Parties, as collateral security for the such Grantor’s Secured Obligations, enforceable in accordance with the Security Interest 60010211_5 will constitute a perfected security interest in all right, title terms hereof and interest of the applicable Grantor named as debtor in such financing statement in the Collateral described thereinTrust Agreement, and the power to transfer rights in such Collateral(b) are, in each case to the extent that a security interest therein may be perfected by filing pursuant such Liens have been granted to the UCCCollateral Trustee for the benefit of the Priority Lien Secured Parties, prior to all other Liens and rights of others therein, on the Collateral except for Permitted Liens. When the 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 Liens expressly permitted by the Administrative 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 each of the applicable Grantor in Secured Debt Documents and (c) are, to the extent that such Deposit Account, and Liens have been granted to 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 Collateral Trustee 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”), the Security Interest will constitute a perfected security interest in all right, title and interest benefit 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 applicable Grantor shall have delivered any 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 in such Instruments, Tangible Chattel Paper, money or Certificated SecuritiesParity Lien Secured Parties, prior to all other Liens and rights of others therein and subject to no adverse claims, on the Collateral except for Permitted Liensthe prior Liens for the benefit of the Priority Lien Secured Parties and for Liens expressly permitted by each of the Secured Debt Documents. Without limiting the foregoing, each Grantor has taken all actions necessary or desirable, including those specified in Section 5.2, to: (i) establish the Collateral Trustee’s “control” (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Property constituting Certificated Securities, Uncertificated Securities, Securities 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, (iii) establish the Collateral Trustee’s “control” (within the meaning of Section 9-107 of the New York UCC) over all Letter of Credit Rights, (iv) establish the Collateral Trustee’s control (within the meaning of Section 9-105 of the New York UCC) over all Electronic Chattel Paper and (v) establish the Collateral Agent’s “control” (within the meaning of Section 16 of the Uniform Electronic Transaction Act as in effect in the applicable jurisdiction (the “UETA”)) over all “transferable records” (as defined in UETA).

Perfected First Priority Liens. 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 (as such schedule shall be updated from time to time pursuant to Section 4.3) and contains an adequate description of the Collateral for purposes of perfecting a The security interest in such Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC. The Security Interests interests granted pursuant to this Agreement (a) 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 enforceable fully perfected security interests in all of the Collateral in which a security interest may be perfected by way of such filings or any other actions specified thereon in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Obligations enforceable in accordance with the Secured Obligationsterms hereof, except as may be required under the Security Interest 60010211_5 will constitute a perfected security interest in all right, title and interest laws of any jurisdiction outside of the applicable Grantor named as debtor United States in such financing statement in order to perfect the Collateral described therein, Agent’s Lien on the Collateral created under the laws of such jurisdiction and the power to transfer rights in such Collateral, in each case to the extent that a security interest therein may be perfected by filing pursuant to the UCC, (b) are prior to all other Liens and rights of others thereinon the Collateral, except for Permitted LiensLiens and other Liens expressly permitted by Section 8.01 of the Credit Agreement. When Notwithstanding anything to the applicable Controlled Depositarycontrary herein, no Grantor shall be required to take any action under the Administrative Agent laws of any jurisdiction other than the United States (or any political subdivision thereof) and its territories and possessions for the applicable Grantor have Authenticated a record providing that purpose of perfecting the applicable Controlled Depositary will comply with instructions originated by the Administrative 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 rightany Intellectual Property Collateral, title unless an Event of Default has occurred and interest is continuing, in which case such Grantor agrees, upon the request of the applicable Grantor in Collateral Agent, to execute and deliver any and all instruments and documents and take such Deposit Accountother actions that are necessary or appropriate to perfect, and record or evidence the power security interest granted herein to transfer rights in such Deposit Accountthe Collateral Agent, for the ratable benefit of the Secured Parties, in each case prior to all other Liens and rights of others therein and any jurisdiction outside the United States. Without limiting the foregoing but subject to no adverse claimsany limitations on such requirement expressly provided herein or Section 7.15 of the Credit Agreement, except for Permitted Liens. When each Grantor has taken all actions necessary or desirable, including those specified in Section 4.02 to (i) establish the Collateral Agent’s “control” (within the meanings of Sections 8-106 and 9-106 of the New York UCC) over any portion of the Investment Property constituting 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 effect in 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 jurisdiction “UETA”) over all “transferable records” (as defined in the Securities Account subject to such record without any further consent by the applicable Grantor (such a record, a “Securities Account Control Agreement”UETA), 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 applicable Grantor shall have delivered any 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 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, except for Permitted Liens.

Perfected First Priority Liens. Each financing statement naming any Grantor 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 debtor and control agreement, 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 (as such schedule shall be updated from time to time pursuant to Section 4.3) and contains an adequate description of the Collateral for purposes of perfecting a security interest in such Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC. The Security Interests interests granted pursuant to this Agreement (a) upon completion of the filings and other actions specified on Schedule 3 (which, in the case of all filings and other documents referred to on said Schedule and required to be delivered hereunder, have been delivered to the Administrative Agent in completed and duly executed form) will constitute valid and enforceable 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 Administrative Agent, for the benefit of the Secured PartiesCreditors, as collateral security for the Secured such Grantor’s Obligations, enforceable in accordance with the Security Interest 60010211_5 will constitute a perfected security interest in terms hereof against all right, title creditors of such Grantor and interest of the applicable any Persons purporting to purchase any Collateral from such Grantor named as debtor in such financing statement and except buyers in the Collateral described therein, and the power to transfer rights in such Collateral, in each case to the extent ordinary course that a security interest therein may be perfected by filing take free of liens pursuant to the UCC, UCC and (b) are prior to all other Liens and rights of others therein, on the Collateral in existence on the date hereof except for Permitted LiensLiens permitted by the Credit Agreement. When Upon the applicable Controlled Depositary, the Administrative Agent delivery to and the applicable Grantor have Authenticated a record providing that the applicable Controlled Depositary will comply with instructions originated continuing possession by the Administrative Agent directing disposition in accordance with the UCC of funds the certificates identified on Schedule 2 and related stock powers, all actions necessary to perfect the security interest created under this Agreement, so far as perfection is possible under relevant law, 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 Accountcertificates identified on Schedule 2 shall have been duly taken, and the power to transfer rights this Agreement creates in such Deposit Account, in each case prior to all other Liens and rights favor of others therein and subject to no adverse claims, except for Permitted Liens. When the applicable Controlled Intermediary, the Administrative Agent for the benefit of the Secured Creditors a valid and, together with delivery to and the applicable Grantor have Authenticated a record providing that the applicable Controlled Intermediary will comply with instructions originated continuing possession by the Administrative Agent directing disposition in accordance with the UCC of funds in the Securities Account subject to such record without any further consent by the applicable Grantor (such a recordcertificates identified on Schedule 2 and related stock powers, a “Securities Account Control Agreement”)perfected, the Security Interest will constitute a perfected so far as perfection is possible under relevant law, security interest in all rightthe certificates identified on Schedule 2, title and interest for the benefit of the applicable Secured Creditors, as collateral security for such Grantor’s Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor in and any Persons purporting to purchase any Collateral from such Securities Account, Grantor 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 applicable Grantor shall have delivered any Instruments, Tangible Chattel Paper, money or Certificated Securities (together with an Effective Endorsement and Assignment buyers in the case ordinary course that take free of Instruments and Certificated Securities) liens pursuant 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 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, except for Permitted LiensUCC.

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 filing offices of the states specified on Schedule 3.6 to 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 for purposes of perfecting a security interest in such Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC3.6. The Security Interests granted pursuant to this Agreement (a) constitute valid and enforceable security interests in all of the Collateral in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for the Secured Obligations, and (b): (i) when UCC financing statements containing an adequate description of the Collateral, the correct name of the Grantor and the name of the Collateral Agent shall have been filed in the offices specified in Schedule 3.6, the Security Interest 60010211_5 Interests will constitute a perfected security interest interests in all right, title and interest of the applicable such Grantor named as debtor in such financing statement in the Collateral described therein, and the power to transfer rights in such Collateral, in each case to the extent that a security interest therein may be perfected by filing pursuant to the UCC, prior to all other Liens and rights of others therein, therein except for Permitted Liens. When ; (ii) when each Copyright security agreement has been filed with the 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 such record without any further consent by the applicable Grantor (such a record, a “Deposit Account Control Agreement”)United States Copyright Office, the Security Interest Interests will constitute a perfected security interest interests in all right, title and interest of the applicable such Grantor in such Deposit Accountthe Intellectual Property therein described, 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 ; and (iii) when each Control Agreement has been executed and delivered to 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”)Collateral Agent, the Security Interest Interests will constitute a perfected security interest interests 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 applicable Grantor shall have delivered any Instruments, Tangible Chattel Paper, money or Certificated Securities (together with an Effective Endorsement and Assignment Grantors in the case of Instruments and Certificated SecuritiesDeposit Accounts and/or Securities Accounts (as applicable) 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 in such Instruments, Tangible Chattel Paper, money or Certificated Securitiessubject thereto, prior to all other Liens and rights of others therein and subject to no adverse claims, claims except for Permitted LiensLiens 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. 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 (as such schedule shall be updated from time to time pursuant to Section 4.3) and contains an adequate description of the Collateral for purposes of perfecting a The security interest in such Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC. The Security Interests interests granted pursuant to this Agreement (a) 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 enforceable fully perfected security interests in all of the Collateral in favor of the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, as collateral security for such Grantor’s Obligations enforceable in accordance with the Secured Obligationsterms hereof, except for the Security Interest 60010211_5 will constitute a perfected security interest taking of any actions required in all right, title and interest connection with After-Acquired Intellectual Property or as may be required under the laws of any jurisdiction outside of the applicable Grantor named as debtor United States in such financing statement order to perfect the Collateral Agent’s Lien in the Collateral described therein, created under the laws of such jurisdiction and the power to transfer rights in such Collateral, in each case to the extent that a security interest therein may be perfected by filing pursuant to the UCC, (b) are prior to all other Liens and rights of others thereinon the Collateral, except for Permitted LiensLiens and other Liens expressly permitted by Section 8.01 of the Credit Agreement. When Without limiting the 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 foregoing but subject to any limitations on such record without any further consent requirement expressly provided herein, except as permitted 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 Section 7.17 of the applicable Credit Agreement, each Grantor has taken all actions necessary or desirable, including those specified in such Deposit Account, Section 4.02 to (i) establish the Collateral Agent’s “control” (within the meanings of Sections 8-106 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”), the Security Interest will constitute a perfected security interest in all right, title and interest 9-106 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 applicable Grantor shall have delivered New York UCC) over any 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 portion of the applicable Grantor in such Instruments, Tangible Chattel Paper, money or Investment Property constituting Certificated Securities, and the power to transfer rights in such Instruments, Tangible Chattel Paper, money or Certificated Uncertificated Securities, prior to Securities Accounts, Securities Entitlements or Commodity Accounts, (ii) establish the Collateral Agent’s “control” (within the meaning of Section 9-104 of the New York UCC) over all other Liens Deposit Accounts, (iii) establish the Collateral Agent’s “control” (within the meaning of Section 9-107 of the New York UCC) over all Letter of Credit Rights, (iv) establish the Collateral Agent’s control (within the meaning of Section 9-105 of the New York UCC) over all Electronic Chattel Paper and rights (v) establish the Collateral Agent’s “control” (within the meaning of others therein and subject to no adverse claims, except for Permitted LiensSection 16 of the Uniform Electronic Transaction Act as in effect in the applicable jurisdiction “UETA”) over all “transferable records” (as defined in UETA).

Perfected First Priority Liens. 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 (as such schedule shall be updated from time to time pursuant to Section 4.3) and contains an adequate description of the Collateral for purposes of perfecting a The security interest in such Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC. The Security Interests interests granted pursuant to this Agreement (a) (i) upon completion of the filings and other actions specified on Schedule 3 (which have been delivered to the Administrative Agent in completed and duly executed form) will constitute valid and enforceable perfected security interests in all of the Collateral in favor of the 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 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 ratable benefit of the Secured Parties, in the Collateral consisting of Recordable 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, as collateral security for the Secured such Grantor’s Obligations, enforceable in accordance with the Security Interest 60010211_5 will constitute a perfected security interest in terms hereof against all rightcreditors of such Grantor and any Persons purporting to purchase any such Collateral from such Grantor, title and interest of the applicable Grantor named as debtor in such financing statement in the Collateral described therein, and the power to transfer rights in such Collateral, in each case to the extent that a security interest therein may on such Collateral can be perfected by filing pursuant to the UCC, control and (b) are prior to all other Liens and rights on such Collateral in existence on the date hereof except for unrecorded Liens permitted by the Credit Agreement which have priority over the Liens on such Collateral by operation of others thereinlaw and, except for Permitted Liens. When the 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 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 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”), 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 applicable Grantor shall have delivered any 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 AgentPledged Stock, the Security Interest will constitute a perfected security interest in all right, title and interest Liens permitted by Section 7.3 of the applicable Grantor in such Instruments, Tangible Chattel Paper, money or Certificated Securities, and the power to transfer rights 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, except for Permitted LiensCredit Agreement.

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 (as such schedule shall be updated from time to time pursuant to Section 4.3) and contains an adequate description of the Collateral for purposes of perfecting a The security interest in such Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC. The Security Interests interests granted pursuant to this Agreement Agreement, upon completion of the filings and other actions specified on SCHEDULE 3 (which, in the case of all filings and other documents referred to on said Schedule, have been delivered to the Collateral Agent in completed and duly executed form) and, with respect to Collateral acquired after the date hereof and Grantors that become a party hereto after the date hereof, such other filings and other actions as may be necessary under any Requirement of Law, (a) will constitute valid and enforceable perfected security interests in all of the Collateral in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties, as collateral security for the Secured such Grantor's Obligations, enforceable in accordance with the terms hereof against all creditors of such Grantor and any Persons purporting to purchase any Collateral from such Grantor (other than Ordinary Course Buyers) and (b) are prior to all other Liens on the Collateral in existence on the date of such filings or other actions (i) except for Liens permitted by the Credit Agreements which have priority over the Liens on the Collateral, (ii) except to the extent that any Collateral consists of any Instrument, Certificated Security Interest 60010211_5 will constitute a perfected or Chattel Paper in an amount up to and including $5,000,000 and such Instrument, Certificated Security or Chattel Paper has not been delivered to the Collateral Agent (it being understood and agreed that the failure of the Collateral Agent to take possession of any such Instrument or Certificated Security shall not impair in any respect the perfection of the security interest hereunder in all rightsuch Instrument or Certificated Security to the extent perfected by filing), title (iii) except, with respect to Collateral located outside the United States and with respect to which the Collateral Agent has not perfected its security interest therein under applicable foreign law, to the extent that perfection in such foreign jurisdiction would require filings or other actions outside of the United States, (iv) except, with respect to any Investment Property with respect to which the Collateral Agent has not obtained "control" (within the meaning of the applicable Grantor named as debtor in such financing statement in Uniform Commercial Code), to the extent that the Collateral described thereinAgent does not have such "control", (v) except, with respect to any Intellectual Property, to the extent that such Intellectual Property is not listed in a filing made pursuant to this Agreement with the United States Patent and Trademark Office or the power United States Copyright Office, as applicable (it being understood and agreed that the failure to transfer rights list any such Intellectual Property in any such Collateralfiling with the United States Patent and Trademark Office or the United States Copyright Office shall not impair in any respect the perfection of the security interest hereunder in General Intangibles) and (vi) except, in each case with respect to any Deposit Account, to the extent that a security interest therein may Control Agreement that is required to be perfected by filing in effect pursuant to the UCC, prior Section 5.10 with respect to all other Liens and rights of others therein, except for Permitted Liens. When the 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 such 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 shall not be 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 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”), 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 applicable Grantor shall have delivered any 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 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, except for Permitted Lienseffect.

Perfected First Priority Liens. Each financing statement naming any Grantor as This Agreement creates 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 (as such schedule shall be updated from time to time pursuant to Section 4.3) and contains an adequate description of the Collateral for purposes of perfecting a valid security interest in such Collateral to the extent that a security interest therein may be perfected by filing pursuant to the UCC. The Security Interests granted pursuant to this Agreement constitute valid and enforceable security interests in all of the Collateral in favor of the Administrative Agent, for the benefit of the Secured PartiesAgent and Lenders, as collateral security for in the Secured Obligations, the Security Interest 60010211_5 will constitute a perfected security interest in all right, title and interest Collateral. The perfection of the applicable Grantor named as debtor in such financing statement security interests granted pursuant to this Agreement (a) are subject to the following: (i) in the case of all Collateral described therein, and the power to transfer rights in such Collateral, in each case to the extent that which a security interest therein may be perfected by filing pursuant to a financing statement under the UCC, the completion of the filings specified on Schedule 3.2 (which, in the case of all filings and other documents referred to on such schedule, have been delivered to the Agent in completed and duly authorized form), (ii) with respect to any deposit account, the execution of Control Agreements (it being understood and agreed that such action shall not be required to the extent of the exception set forth in Section 6.21 of the Credit Agreement), (iii) in the case of U.S. registered Copyrights, U.S. registered Trademarks and U.S. issued Patents owned by a Grantor for which UCC filings are insufficient, proper filing with the United States Copyright Office or the United States Patent and Trademark Office, as applicable (it being understood and agreed that notwithstanding anything to the contrary contained herein, no perfection actions with respect to Intellectual Property in foreign jurisdictions shall be required), (iv) in the case of Commercial Tort Claims, letter-of-credit rights or electronic chattel paper, such actions as required under Sections 4.10, 4.11 and 4.12 hereof (but only to the extent required under such Sections), (v) with respect to Pledged Collateral, the delivery thereof to the Agent to the extent that such Pledged Collateral is certificated and (vi) in the case of all other instruments and tangible chattel paper, delivery thereof to the Agent (but only to the extent required under this Agreement) and (b) are prior to all other Liens and rights of others therein, on the Collateral in existence on the date hereof except for Permitted LiensLiens for which priority is accorded under applicable law. When the applicable Controlled Depositary, the Administrative Agent The filings 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 other actions specified 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 this Section 3.2 constitute a perfected security interest in all right, title and interest of the applicable Grantor in such Deposit Account, filings and other actions necessary to perfect the power security interests required 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”), the Security Interest will constitute a be 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 applicable Grantor shall have delivered any 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 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, except for Permitted Lienshereunder.